No. Esso/SET/008/53 16 July 2010 Subject: Disclosure of Information and Other Acts of Esso (Thailand) Public Company Limited concerning the Acquisition and Disposition of Assets To: President The Stock Exchange of Thailand Dear Sir, Esso (Thailand) Public Company Limited ("Company") would like to notify the Stock Exchange of Thailand that the Board of Directors' Meeting No. 4/2010 held on July 15, 2010 approved the investment in Sriracha Clean Fuels Project ("SCFP"), a project required to meet Thailand regulatory changes in product specifications for gasoline and diesel fuels. According to the Notification of the Capital Market Supervisory Board TorChor 20/2008 Re: Rules on Entering into Material Transactions Deemed as Acquisition or Disposal of Asset ("Capital Market Supervisory Board Notification") and Notification of the Board of Governors of the Stock Exchange of Thailand regarding Disclosure of Information and Other Acts of Listed Companies Concerning the Acquisition and Disposition of Assets, 2004, clause 16 ("SET Notification"), the Company hereby reports the information of the transaction as required by the Capital Market Supervisory Board Notification and SET Notification as follows: 1. Transaction Date At present, the Company is in preparatory phases of the SCFP, a project required to meet Thailand regulatory changes in product specifications for gasoline and diesel fuels. After obtaining the Board's resolution on July 15, 2010, the Company will commence its full construction and investment in SCFP. The construction of SCFP is expected to take 15 months following approval with a scheduled commercial operation date (with products in the marketplace) by January 1, 2012. 2. Parties involved 1) ExxonMobil Research and Engineering Company ("EMRE") as the Project Management Service Provider for SCFP. EMRE is an affiliate of Exxon Mobil Corporation ("EMC"), which directly holds 100% of the shares in EMRE. This transaction is under an existing Standard Research Agreement, which has been previously reviewed and approved by the Board of Directors and disclosed in the Company's Annual Report and Annual Filing Form (Form 56-1). 2) Foster Wheeler Inc. (FWIC) as the Engineering, Procurement and Construction ("EPC") contractor of SCFP. Under the EPC Contract, FWIC will perform engineering, procurement, and construction services until the commissioning of SCFP. 3. General Description of the Transaction The Government has implemented new standards for fuels that require lower sulfur and benzene levels in gasoline and lower sulfur levels in diesel fuel, which the Company must meet by January 1, 2012 in order to continue selling gasoline and diesel in the domestic market. According to the Capital Market Supervisory Board Notification and SET Notification, the value of the transaction, based on the Value of Consideration Calculation Approach is more than 15% but less than 50%. This transaction is, therefore, considered a "Class 2 Transaction" and the Company is required to prepare the report and disclose such report to the Capital Market Supervisory Board, the Stock Exchange of Thailand and its shareholders providing information as set forth in the SET Notification. 4. Detail of the assets purchased Facilities located at the Company's current refinery site in Sriracha, Chonburi province will include modifications to existing hydrotreating units to reduce gasoline and diesel sulfur levels to 50 ppm, and provision of a new benzene heart- cut tower, to reduce benzene in gasoline to 1%. Associated offsite and utility modifications are also included. 5. The total value of the consideration The Company estimates total SCFP cost of approximately USD 394 million or THB 13,000 million. The payment is subject to the terms & conditions of the contract. 6. The value of assets of purchased The Company estimates total SCFP cost of approximately USD 394 million or THB 13,000 million. The payment is subject to the terms & conditions of the contract. 7. The basis used to determine the value of consideration Basis includes the costs for engineering, procurement and construction of the facilities and modifications. 8. Benefit to the Company SCFP enables the Company to meet the regulatory mandate for revised fuel specifications, which are required to be met in the marketplace January 1, 2012. 9. Sources of fund The Company plans to finance the SCFP project as part of Company's overall financing requirement by using a combination of funds from alternative sources as follows: 1) The Company's cashflow from operations. 2) The bill of exchange program approved by the Securities and Exchange Commission with the maximum outstanding issuance amount of THB 12 billion or approximately USD 360 million. 3) Total uncommitted credit facilities from Thai and foreign commercial banks as well as ExxonMobil affiliates of approximately THB 76 billion or USD 2,300 million. 4) Additional loans from commercial banks of which THB 5 billion or approximately USD 150 million is currently under negotiation. The actual ratio of funds to be raised from each alternative to finance the project will be subject to market conditions and negotiation. 10. Opinion of Board of Directors The Board of Directors has carefully considered and opined that the SCFP would enable the Company to meet regulatory requirements for revised fuel specifications according to the Ministry of Energy's enforcement, which will be effective from January 1, 2012 onward. Hence, this investment transaction is reasonable. Please be informed accordingly Your truly Esso (Thailand) Public Company Limited (Mr. Robert Michael Cooper) Managing Director