Date/Time 12 Jan 2023 12:32:00

Headline

Entering of Share Purchase Agreement between ExxonMobil Asia Holding Pte. Ltd. and Bangchak Corporation Public Company Limited for the Sale of Shares in Esso (Thailand) Public Company Limited and Tender Offer by Bangchak (revised the subject)

Symbol BSRC
Source BSRC
No. Esso/SET/001/66 January 12, 2023 Subject: Entering of Share Purchase Agreement between ExxonMobil Asia Holding Pte. Ltd. and Bangchak Corporation Public Company Limited for the Sale of Shares in Esso (Thailand) Public Company Limited and Tender Offer for the entire securities by Bangchak Corporation Public Company Limited (revised the subject) To: President of the Stock Exchange of Thailand Dear Sir, Esso (Thailand) Public Company Limited ("Company") would like to notify the Stock Exchange of Thailand that we have been notified by ExxonMobil Asia Holding Pte. Ltd. ("ExxonMobil"), our shareholder holding 65.99% of our shares (the "Sale Shares) as follows. On January 11, 2023, ExxonMobil has entered into a share purchase agreement ("SPA") with Bangchak Corporation Public Company Limited ("Bangchak") to sell all ExxonMobil's shares of the Company subject to terms and conditions of the SPA (the "Transaction"). The ExxonMobil and OEM (Original Equipment Manufacturer) branded lubricants business (finished lubricants business) and ExxonMobil branded chemicals marketing business (chemicals marketing business) are outside of the scope of the Transaction, and ExxonMobil has indicated that they intend to establish a new company to conduct these businesses in Thailand. The Transaction is also subject to conditions being fulfilled, including the approvals of the relevant authorities (if required), e.g. Ministry of Energy and the Trade Competition Commission of Thailand. It is anticipated that the completion of the Transaction will occur sometime in the second half of 2023, however, the process could take up to 12 months to complete. In anticipation of the change in control of the Company, Exxon Mobil Corporation will be providing the Company with notice of termination of the Trademark License Agreement, such termination to be effective on the completion date under the SPA. Upon the completion, a Non-Exclusive Transitional Trademark License Agreement for a term of 2 years would be granted to the Company which will enable the Company to have limited use of the "ESSO" brand and other trademarks for its retail fuels business (including fuels marketing programs, loyalty programs, and card programs), to facilitate the Company's transition to a new brand(s) following the completion. The Company would like to note that when the termination of Trademark License Agreement becomes effective on the completion date, the Company will not be entitled to use brands and marks of Exxon Mobil Corporation. The use of the "ESSO" brand following the completion will be in accordance with the aforementioned Non-Exclusive Transitional Trademark License Agreement. If the Transaction is completed, Bangchak will become majority shareholder of the Company, instead of ExxonMobil, holding shares of 65.99% of the total voting right of the Company. Consequently, Bangchak will be required to make tender for all securities of the Company under the Notification of the Capital Market Supervisory Board No. ThorJor. 12/2554 re: Rules, Conditions and Procedures for the Acquisition of Securities for Business Takeovers (as amended). In this regard, Bangchak has made a public announcement in connection with the Transaction at https://www.set.or.th/en/home . Please be informed accordingly. Yours truly, Esso (Thailand) Public Company Limited ................................................................. (Mrs. Angsna Pirentorn) ______________________________________________________________________ This announcement was prepared and disseminated by listed company or issuer through the electronic system which is provided for the purpose of dissemination of the information and related documents of listed company or issuer to the Stock Exchange of Thailand only. The Stock Exchange of Thailand has no responsibility for the correctness and completeness of any statements, figures, reports or opinions contained in this announcement, and has no liability for any losses and damages in any cases. In case you have any inquiries or clarification regarding this announcement, please directly contact listed company or issuer who made this announcement.