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THORESEN THAI AGENCIES PUBLIC COMPANY LIMITED INTERIM CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS (UNAUDITED) 31 DECEMBER 2009

AUDITOR’S REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS To the Shareholders and the Board of Directors of Thoresen Thai Agencies Public Company Limited I have reviewed the accompanying consolidated and company balance sheets of Thoresen Thai Agencies Public Company Limited and its subsidiaries and of Thoresen Thai Agencies Public Company Limited as at 31 December 2009, and the related consolidated and company statements of income, changes in shareholders’ equity, and cash flows for the three-month periods ended 31 December 2009 and 2008. The Company’s management is responsible for the correctness and completeness of information in these interim financial statements. My responsibility is to issue a report on these interim financial statements based on my reviews. I conducted my reviews in accordance with the standard on auditing applicable to review engagements. This standard requires that I plan and perform a review to obtain moderate assurance as to whether the interim financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit, and accordingly, I do not express an audit opinion. Based on my reviews, nothing has come to my attention that causes me to believe that the interim consolidated and company financial statements referred to above are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. I have audited the consolidated and company financial statements for the year ended on 30 September 2009 of Thoresen Thai Agencies Public Company Limited and its subsidiaries and of Thoresen Thai Agencies Public Company Limited in accordance with generally accepted auditing standards and expressed an unqualified opinion on those statements in my report dated 27 November 2009. The consolidated and company balance sheets as at 30 September 2009, presented for comparative purposes, are parts of the financial statements which I have audited and issued a report thereon as stated above, and I have not performed any other auditing procedures subsequent to the date of that report. Kajornkiet Aroonpirodkul Certified Public Accountant (Thailand) No. 3445 PricewaterhouseCoopers ABAS Limited Bangkok 12 February 2010

Thoresen Thai Agencies Public Company LimitedBalance SheetsAs at 31 December 2009 and 30 September 2009

Unaudited Audited Unaudited Audited31 December 30 September 31 December 30 September

2009 2009 2009 2009Notes Baht’000 Baht’000 Baht’000 Baht’000

Assets

Current assets

Cash and cash equivalents 8,361,464 10,718,893 1,175,729 5,094,124Restricted cash at bank 69,060 - - -Short-term investments 1,097,838 1,103,668 284,351 316,817Trade accounts receivable, net 1,930,207 1,783,838 - -Amounts due from related parties 15.2 5,912 5,392 103,327 8,564Short-term loans to related parties 15.4 - - 2,861,115 1,707,130Current portion of long-term loans to related parties 15.4 4,000 4,000 149,262 149,728Inventories, net 1,768,200 306,187 - -Vessel supplies and spareparts 647,937 706,867 - -Other current assets, net 1,133,507 949,839 37,668 13,051

Total current assets 15,018,125 15,578,684 4,611,452 7,289,414

Non-current assets

Long-term loans to related parties 15.4 105,429 7,323 5,149,840 432,583Investments in subsidiaries 7 - - 15,863,624 14,529,626Investments in associates 8 479,176 486,726 11,213 11,213Investment in joint venture 9 46,778 42,607 8,771 8,771Long-term general investments 169,456 247,152 - -Property, plant, and equipment, net 10 26,370,221 22,969,337 276,293 270,007Goodwill 7 4,103,362 933,375 - -Intangible assets, net 188,915 165,958 101,063 61,379Other assets, net 1,142,279 1,209,667 72,726 1,924

Total non-current assets 32,605,616 26,062,145 21,483,530 15,315,503

Total assets 47,623,741 41,640,829 26,094,982 22,604,917

For Director ……………………………………………………….

The accompanying notes are an integral part of these interim consolidated and company financial statements.

CompanyConsolidated

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Thoresen Thai Agencies Public Company LimitedBalance Sheets (Cont'd)As at 31 December 2009 and 30 September 2009



Liabilities and shareholders’ equity

Current liabilities

Bank overdrafts 2,248 - - -Short-term loans 1,309,162 102,600 - -Trade accounts payable - others 939,414 1,054,707 13,770 16,241Amounts due to related parties 15.3 29,542 19,211 3,360 3,094Other accounts payable 1,404,117 901,269 19,354 188Advances from customers 227,886 305,434 - -Short-term loans from related parties 15.5 7,500 7,500 4,778,608 3,007,221Current portion of long-term loans 11 655,335 534,137 - -Current portion of convertible bonds 12 1,347,404 1,334,359 1,347,404 1,334,359Current portion of finance lease and

hire-purchase liabilities 37,391 25,357 2,653 3,946Current portion of employee benefit

obligations 156,875 115,559 - -Income taxes payable 121,195 106,026 - -Accrued expenses 755,983 743,951 9,771 31,505Other current liabilities 229,104 215,544 12,129 15,164

Total current liabilities 7,223,156 5,465,654 6,187,049 4,411,718

Non-current liabilities

Long-term loans 11 4,991,996 2,301,392 1,072,172 -Convertible bonds 12 2,694,808 2,668,718 2,694,808 2,668,718Finance lease and hire-purchase liabilities 28,160 12,722 - -Employee benefit obligations 98,949 100,904 1,908 1,745

Total non-current liabilities 7,813,913 5,083,736 3,768,888 2,670,463

Total liabilities 15,037,069 10,549,390 9,955,937 7,082,181


Consolidated Company

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Thoresen Thai Agencies Public Company LimitedBalance Sheets (Cont'd)As at 31 December 2009 and 30 September 2009


2009 2009 2009 2009Baht’000 Baht’000 Baht’000 Baht’000

Liabilities and shareholders’ equity (Cont'd)

Shareholders’ equity

Share capitalRegistered share capital - ordinary shares 933,053 933,053 933,053 933,053Issued and fully paid-up share capital - ordinary shares 708,004 708,004 708,004 708,004

Premium on ordinary shares 1,540,410 1,540,410 1,540,410 1,540,410Capital reserves - adjustment arising

under pooling of interest (50,030) (50,030) - -Excess of carrying value over purchase

consideration of acquisitionunder common control - - 124,542 124,542

Premium on ordinary shares in subsidiary 2,565,051 2,611,057 - -

Translation adjustments for investmentsin overseas subsidiaries (96,714) (38,150) - -

Fair value reserve 27,290 25,630 3,472 6,387Retained earnings

Appropriated - legal reserves 93,500 93,500 93,500 93,500Unappropriated 21,407,392 21,472,478 13,669,117 13,049,893

Total parent’s shareholders’ equity 26,194,903 26,362,899 16,139,045 15,522,736Minority interests 6,391,769 4,728,540 - -

Total shareholders’ equity 32,586,672 31,091,439 16,139,045 15,522,736

Total liabilities and shareholders’ equity 47,623,741 41,640,829 26,094,982 22,604,917



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Thoresen Thai Agencies Public Company Limited Statements of Income (Unaudited)For the three-month periods that ended on 31 December 2009 and 2008


Revenues

Revenues from servicesFreight charges 2,177,110 4,844,821 - -Offshore service income 1,076,462 1,582,609 - -Service and commission income 119,548 169,860 - -

Revenues from sales 1,117,040 - -

Total revenues 4,490,160 6,597,290 - -

Costs

Cost of providing servicesVessel operating expenses 2,145,226 4,450,526 - -Offshore service expenses 830,667 1,121,536 - -Service and commission expenses 33,534 39,084 - -

Cost of sales 938,864 - - -

Total costs 3,948,291 5,611,146 - -

Gross profits 541,869 986,144 - -Other operating income 13 191,558 699,162 765,310 1,686,373

Profits before expenses 733,427 1,685,306 765,310 1,686,373Selling expenses 33,693 - - -Administrative expenses 576,832 387,577 47,274 53,314Management remuneration 40,477 99,586 27,838 18,071

Total expenses 651,002 487,163 75,112 71,385

Operating profits 82,425 1,198,143 690,198 1,614,988Share of profits in associates

and a joint venture 8, 9 6,080 3,994 - -

Profits before financial costs and income taxes 88,505 1,202,137 690,198 1,614,988

Financial costs-interest expenses (92,231) (110,070) (70,974) (91,805)

Profits (losses) before income taxes (3,726) 1,092,067 619,224 1,523,183Income taxes 5 (51,000) (41,369) - -

Net profits (losses) for the period (54,726) 1,050,698 619,224 1,523,183

Attributable to:Shareholders of the parent (65,086) 897,128 619,224 1,523,183Minority interests 10,360 153,570 - -

(54,726) 1,050,698 619,224 1,523,183

Basic earnings per share for profits (losses)attributable to the shareholders of the parent Baht Baht Baht Baht

Restated Restated

Basic earnings (losses) per share 6 (0.09) 1.27 0.87 2.15



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Thoresen Thai Agencies Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited)For the three-month periods that ended on 31 December 2009 and 2008

Baht'000Capital reserves- Translation

adjustment adjustmentsIssued and arising under Premium on for investment

fully paid-up Premium on pooling of ordinary shares in overseas Fair value Legal Minorityshare capital ordinary shares interest in subsidiary subsidiaries reserves reserves Unappropriated interests Total

Beginning balance as at 1 October 2009 708,004 1,540,410 (50,030) 2,611,057 (38,150) 25,630 93,500 21,472,478 4,728,540 31,091,439Translation adjustments for investments

in overseas subsidiaries - - - - (58,564) - - - (6,833) (65,397)Acquisition of subsidiary (Note 7) - - - - - - - - 1,649,786 1,649,786Expenses relating to the rights issue

of subsidiary - - - (46,006) - - - - 9,916 (36,090)Fair value reserves - - - - - 1,660 - - - 1,660Net profits (losses) for the period - - - - - - - (65,086) 10,360 (54,726)

Ending balance as at 31 December 2009 708,004 1,540,410 (50,030) 2,565,051 (96,714) 27,290 93,500 21,407,392 6,391,769 32,586,672

Beginning balance as at 1 October 2008 643,684 1,540,410 (50,030) 2,611,057 15,473 (37,882) 87,000 20,211,993 4,193,390 29,215,095Translation adjustments for subsidiaries

in overseas investments - - - - 300,907 - - - 51,374 352,281Additional investments in subsidiary - - - - - - - - 230,324 230,324Fair value reserves - - - - - 280 - - - 280Net profits for the period - - - - - - - 897,128 153,570 1,050,698

Ending balance as at 31 December 2008 643,684 1,540,410 (50,030) 2,611,057 316,380 (37,602) 87,000 21,109,121 4,628,658 30,848,678


Retained earnings

Consolidated

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Thoresen Thai Agencies Public Company Limited Statements of Changes in Shareholders' Equity (Unaudited) (Cont'd)For the three-month periods that ended on 31 December 2009 and 2008

Baht’000Excess of

carrying valueover purchaseconsideration

Issued and Premium of acquisitionfully paid-up on ordinary under common Fair value Legalshare capital shares control reserves reserves Unappropriated Total

Beginning balance as at 1 October 2009 708,004 1,540,410 124,542 6,387 93,500 13,049,893 15,522,736Fair value reserves - - - (2,915) - - (2,915)Net profits for the period - - - - - 619,224 619,224

Ending balance as at 31 December 2009 708,004 1,540,410 124,542 3,472 93,500 13,669,117 16,139,045

Beginning balance as at 1 October 2008 643,684 1,540,410 124,542 (37,882) 87,000 10,491,280 12,849,034Fair value reserves - - - 280 - - 280Net profits for the period - - - - - 1,523,183 1,523,183

Ending balance as at 31 December 2008 643,684 1,540,410 124,542 (37,602) 87,000 12,014,463 14,372,497


Retained earnings

Company

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Thoresen Thai Agencies Public Company Limited Statements of Cash Flows (Unaudited)For the three-month periods that ended on 31 December 2009 and 2008


Net cash receipts (payments) from operating activities 14 60,728 2,032,084 (226,748) 150,536

Cash flows from investing activitiesPurchases of property, plant, and equipment

and intangible assets (1,717,011) (1,605,385) (42,376) (10,484)Payments for dry-docking (67,437) (230,664) - -Payments for purchase of short-term investments (407,108) (1,514,307) (138,108) (555,281)Payments for short-term loans to related parties - - (1,806,651) (2,753,690)Payments for long-term loans to related parties 15.4 (100,106) - (4,743,017) -Payments for additional investments

in subsidiary 7 - - (1,333,998) -Acquisitions of investment in subsidiaries,

net of cash acquired 7 (4,258,207) - - -Payments for long-term general investments - (75,758) - -Dividends received from short-term investments 150 640 150 640Dividends received from subsidiaries 7 - - 713,970 1,018,700Proceeds from return of capital from subsidiaries - - - 58,483Proceeds from sales of property, plant, and equipment 311,240 20,540 - 522Proceeds from disposal of short-term investments 414,928 1,144,765 171,972 444,765Proceeds from settlement of short-term loans

to related parties - 1,140,394 651,473 2,206,646Proceeds from settlement of long-term

loans to related parties 15.4 2,000 2,000 21,162 341,169

Net cash receipts (payments) from investing activities (5,821,551) (1,117,775) (6,505,423) 751,470

Cash flows from financing activitiesProceeds from short-term loans - - 1,056,616 -Proceeds from short-term loans from related parties - - 3,030,398 1,202,613Proceeds from long-term loans 2,161,386 334,400 (1,293) 1,206Proceeds from minorities for issuance

of new shares in subsidiaries 1,568,664 230,325 - -Net payments for short-term loans (165,708) - - -Repayments of short-term loans from related parties - - (1,280,770) (1,768,296)Repayments of long-term loans, finance lease

and hire-purchase liabilities (137,269) (451,391) - (1,206)Dilution in share premium in a subsidiary (46,006) - - -Payments for convertible bonds cancellation - (846,196) - (846,196)

Net cash receipts (payments) from financing activities 3,381,067 (732,862) 2,804,951 (1,411,879)



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Thoresen Thai Agencies Public Company Limited Statements of Cash Flows (Unaudited) (Cont'd)For the three-month periods that ended on 31 December 2009 and 2008

2009 2008 2009 2008Baht’000 Baht’000 Baht’000 Baht’000

Net increase (decrease) in cash and cash equivalents (2,379,756) 181,447 (3,927,220) (509,873)Cash and cash equivalents at the beginning of

the period 10,718,893 11,527,799 5,094,124 5,829,520

8,339,137 11,709,246 1,166,904 5,319,647Effect of exchange rate changes 20,079 185,304 8,825 177,693

Cash and cash equivalents at the end of the period 8,359,216 11,894,550 1,175,729 5,497,340

Cash and cash equivalents as at 31 December comprise:

Cash and cash equivalents 8,361,464 11,894,550 1,175,729 5,497,340Bank overdrafts (2,248) - - -

8,359,216 11,894,550 1,175,729 5,497,340

Non-cash transactions

Significant non-cash transactions during the three-month periods that ended on 31 December 2009 and 2008 are as follows:

2009 2008 2009 2008Note Baht’000 Baht’000 Baht’000 Baht’000

Unpaid liabilities from dry-docking 25,466 77,586 - -Unpaid liabilities from purchase of fixed assets

and intangible assets 1,000,316 2,737 275 243Unpaid liabilities from hire-purchase agreements - 28,278 - 7,691Reclassification from long-term general investments

to investments in subsidiaries 7 77,697 - - -




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Thoresen Thai Agencies Public Company Limited Unaudited Condensed Notes to the Interim Consolidated and Company Financial Statements For the three-month periods that ended on 31 December 2009 and 2008

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1 General information Thoresen Thai Agencies Public Company Limited (the “Company”) is a public limited company and is incorporated in Thailand. The address of its registered office is 26/26-27 Orakarn Building, 8th Floor, Soi Chidlom, Ploenchit Road, Pathumwan, Bangkok, Thailand. The Company’s ordinary shares and convertible bonds are listed on the Stock Exchange of Thailand and the Singapore Exchange Securities Trading Limited (SGX-ST), respectively. For reporting purposes, the Company and its subsidiaries, associates, and a joint venture are referred to as the “Group”. These interim consolidated and company financial statements were authorised for issue by the Board of Directors on 12 February 2010. These interim consolidated and company financial statements have been reviewed and not audited.

2 Basis of preparation These interim consolidated and company financial statements are prepared in accordance with Thai Generally Accepted Accounting Principles under the Accounting Act B.E. 2543 (or 2000), being those Thai Accounting Standards issued under the Account Profession Act B.E. 2547 (or 2004), and the financial reporting requirements of the Securities and Exchange Commission (“SEC”) under the Securities and Exchange Act B.E. 2535 (or 1992). The primary financial statements (i.e. balance sheets, statements of income, changes in shareholders’ equity, and cash flows) are prepared in the full format as required by the SEC. The notes to the financial statements are prepared in a condensed format according to Thai Accounting Standard 34 (revised 2007), ‘Interim Financial Reporting’ (formerly TAS 41), and additional notes are presented as required by the SEC. These interim financial statements should be read in conjunction with the annual financial statements for the year that ended on 30 September 2009. Commencing the period that ended on 31 December 2009, the statements of income are presented in multiple function format and management remunerations is presented separately, in order to conform with the minimum requirements of the Department of Business Development Regulation dated 30 January 2009, in relation to the format of Financial Statements B.E. 2552 effective for accounting period beginning on or after 1 January 2009. Comparative figures have been adjusted accordingly. An English version of the interim consolidated and company financial statements has been prepared based on the Thai language version of interim financial statements. In the event of conflict or difference in interpretation between the two languages, the Thai language interim financial statements shall prevail.

3 Summary of significant accounting policies The accounting policies applied are consistent with those of the annual financial statements for the year that ended on 30 September 2009, as described in those annual financial statements. The significant accounting policies applied by the acquired subsidiaries (Note 7) are in accordance with the Group accounting policies. Costs that incur unevenly during the financial year are anticipated or deferred in the interim report only if it would be also appropriate to anticipate or defer such costs at the end of the financial year.


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4 Business segment information Segment information of the Group’s business activities is as follows: Consolidated Baht'000 For the three-month period that ended on 31 December 2009 Transport Infrastructure Energy Holding Total Revenues from operation 2,774,167 1,179,687 1,076,462 116,903 5,147,219Revenues from inter-segment (522,788) (17,368) - (116,903) (657,059) From outside customers 2,251,379 1,162,319 1,076,462 - 4,490,160 Operating profits (losses) (31,156) 101,961 151,228 (139,608) 82,425 Financial costs - interest expenses (92,231)Income taxes (51,000)Share of profits from associates and a joint venture 6,080 Net losses for the period (54,726)

Consolidated Baht'000 For the three-month period that ended on 31 December 2008 Transport Infrastructure Energy Holding Total Revenues from operation 6,288,786 57,407 1,582,609 492 7,929,294Revenues from inter-segment (1,320,601) (10,911) - (492) (1,332,004) From outside customers 4,968,185 46,496 1,582,609 - 6,597,290 Operating profits 292,356 6,243 384,735 514,809 1,198,143 Financial costs - interest expenses (110,070)Income taxes (41,369)Share of profits from associates and a joint venture 3,994 Net profits for the period 1,050,698

5 Income taxes Income taxes in the interim consolidated and company statements of income are calculated based on net taxable income from non-BOI activities using a principal tax rate for operations in Thailand and specific tax rates applicable to each respective countries for overseas operations. Non-BOI activities comprise shipping related services such as agency, drilling services outside Thailand, other offshore related services, fertilizer production and trading and coal trading.


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6 Earnings (losses) per share Basic earnings (losses) per share attributable to the shareholders of the parent are calculated by dividing the net profits (losses) attributable to the shareholders of the parent by the weighted average number of issued ordinary shares during the period. Earnings per share for the three-month period that ended on 31 December 2008 are restated to reflect the stock dividends distributed on 30 January 2009 as disclosed in the annual consolidated and company financial statements for the year that ended on 30 September 2009. Earnings per share of Baht 1.39 and Baht 2.37 previously reported for the interim consolidated and company financial statements for the three-month period that ended on 31 December 2008 have been restated to Baht 1.27 and Baht 2.15, respectively, accordingly in compliance with the accounting standard. There was no potential dilution in earnings per share from the convertible bonds, because the average share price during this period was lower than the exercise price.

7 Investments in subsidiaries Investments in subsidiaries as at 31 December 2009 and 30 September 2009 comprise investments in the following companies:

Nature of Country of % Ownership interestName of subsidiaries business incorporation 31 December 2009 30 September 2009

Holdings - Soleado Holdings Pte. Ltd. Holding company Singapore 100.0 100.0 With subsidiaries as follows: - EMC Gestion S.A.S. ” France - Atlantis Offshore Construction Pte. Ltd. ” Singapore - Athene Holdings Ltd. ” Thailand 99.9 99.9 (formerly “Hermelin Shipping Co., Ltd.”)

Transport

- Thoresen & Company (Bangkok) Limited Ship management Thailand 99.9 99.9- Thor Orchid Shipping Co., Ltd. International maritime transportation Thailand 99.9 99.9- Thor Mercury Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Mariner Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Merchant Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Navigator Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Captain Shipping Co., Ltd. ” Thailand 99.9 99.9- Hermes Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Pilot Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Master Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Commander Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Transporter Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Nereus Shipping Co., Ltd. ” Thailand 99.9 99.9- Herakles Shipping Co., Ltd.* ” Thailand 99.9 99.9- Heron Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Nectar Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Jasmine Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Champion Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Star Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Skipper Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Sailor Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Sun Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Sky Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Spirit Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Sea Shipping Co., Ltd. ” Thailand 99.9 99.9- Thoresen Chartering (HK) Ltd. ” Hong Kong 99.9 99.9- Thor Lotus Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Trader Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Traveller Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Venture Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Triumph Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Guardian Shipping Co., Ltd.* ” Thailand 99.9 99.9- Thor Confidence Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Nautica Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Neptune Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Nexus Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Tribute Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Jupiter Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Alliance Shipping Co., Ltd.* ” Thailand 99.9 99.9


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7 Investments in subsidiaries (Cont’d) Nature of Country of % Ownership interest

Name of subsidiaries business incorporation 31 December 2009 30 September 2009Transport (Cont’d)

- Thor Nautilus Shipping Co., Ltd. International maritime

transportation

Thailand 99.9 99.9

- Thor Wind Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Wave Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Dynamic Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Enterprise Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Harmony Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Integrity Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Transit Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Endeavour Shipping Co., Ltd. ” Thailand 99.9 99.9- Thor Energy Shipping Co., Ltd. ” Thailand 99.9 99.9- Thoresen Shipping Germany GmbH ” Germany 100.0 100.0- Thoresen Shipping Singapore Pte. Ltd. ” Singapore 100.0 100.0 With subsidiaries as follows: - Thor Friendship Shipping Pte. Ltd. ” Singapore - Thor Fortune Shipping Pte. Ltd. ” Singapore - Thor Horizon Shipping Pte. Ltd. ” Singapore - PT Perusahaan Pelayaran Equinox Maritime

transportation services

Indonesia 49.0 49.0

With associate as follows: - PT Usaha Putra Bersama Land

transportationIndonesia

- ISS Thoresen Agencies Ltd. Ship agency Thailand 99.9 99.9- Fearnleys (Thailand) Ltd. Ship brokerage Thailand 51.0 51.0

With subsidiaries as follows: - PT. Fearnleys Indonesia* ” Indonesia - Fearnleys Shipbroking Private Limited ” India - Fearnleys Dry Cargo (Singapore) Pte. Ltd. ” Singapore - Thoresen Chartering (PTE) Ltd. ” Singapore 100.0 100.0- T.S.C. Maritime Ltd.* Ship spareparts and Thailand 99.9 99.9 equipment repair and maintenance - Asia Coating Services Ltd.* Coating services Thailand 99.9 99.9- Thoresen Shipping FZE Ship agency UAE 100.0 100.0 With associate as follows: - Sharjah Ports Services LLC Port operations UAE

Energy - Mermaid Maritime Public Company Limited Offshore services

investmentsThailand 57.1 57.1

With subsidiaries as follows: - Mermaid Offshore Services Ltd. Turn-key diving Thailand

ROV and NDT services to offshore industries With subsidiaries as follows: - Nemo Subsea AS Vessel owner Norway - Nemo Subsea IS ” Norway - Seascape Surveys (Thailand) Ltd. Test and explore

environmental impact of petroleum

exploration and telecommunication

Thailand

- Seascape Surveys Pte. Ltd. ” Singapore With subsidiaries as follows: - PT Seascape Surveys Indonesia ” Indonesia - Seascape Inspection Services Pte. Ltd. ” Singapore

With associate as follows: - Worldclass Inspiration Sdn. Bhd. ” Malaysia

- Mermaid Drilling Ltd. Production and exploration drilling services and support to offshore industries

Thailand

With subsidiaries as follows: - MTR-1 Ltd. Drilling services Thailand - MTR-2 Ltd. ” Thailand

- Mermaid Drilling (Malaysia) Sdn. Bhd. ” Malaysia - Mermaid Drilling (Singapore) Pte. Ltd. Production and

exploration drilling services and support to offshore industries

Singapore

With subsidiaries as follows: - MTR-1 (Singapore) Ltd. Drilling services Singapore - MTR-2 (Singapore) Ltd. ” Singapore - Mermaid Kencana Rig 1 Pte. Ltd. ” Singapore - Mermaid Kencana Rig 2 Pte. Ltd. ” Singapore

With associate as follows: - Kencana Mermaid Drilling Sdn. Bhd. ” Malaysia - Mermaid Kencana Rigs (Labuan) Pte. Ltd. ” Malaysia

- Mermaid Training and Technical Services Ltd. Sub-sea engineering training and

examination services

Thailand


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7 Investments in subsidiaries (Cont’d)

Nature of Country of % Ownership interest Name of subsidiaries business incorporation 31 December 2009 30 September 2009

Infrastructure

- Chidlom Marine Services & Supplies Ltd. Supply cargo Thailand 99.9 99.9 lashing materials - GAC Thoresen Logistics Ltd. Warehousing Thailand 51.0 51.0 - Unique Mining Services Public Company

Limited (invested by Athene Holdings Ltd.) Sale of coal Thailand 89.6 -

With subsidiaries as follows: - UMS Coalbriquette Co., Ltd. Sale of coal briquette Thailand - UMS Lighter Co., Ltd. Boat conveyance Thailand - UMS Transport Co., Ltd. Road transport Thailand - UMS Port Services Co., Ltd. Port service Thailand

- Baconco Co., Ltd. (invested by EMC Gestion S.A.S.)

Fertiliser production Vietnam 100.0 100.0

* Ceased the operations as of 31 December 2009 The movement of investments in subsidiaries during the three-month period that ended on 31 December 2009 is as follows: Consolidated Company Baht’000 Baht’000

Opening balance - 14,529,626Additional investments 6,103,340 1,333,998Elmination entries (6,103,340) -

Closing balance - 15,863,624 Significant movements of investments during the three-month period that ended on 31 December 2009 are as follows: The Company • On 13 November 2009, the Company and a subsidiary, Soleado Holdings Pte. Ltd., subscribed for

86,221,201 ordinary shares and 52,941,870 ordinary shares, respectively, of Mermaid Maritime Public Company Limited (“MMPLC”) provisionally allotted to them pursuant to their entitled portion of MMPLC’s rights shares issue. The payments of Baht 1,334 million and Baht 803 million were made on 19 November 2009 by the Company and Soleado Holdings Pte. Ltd, respectively.

Subsidiaries - Athene Holdings Ltd. • On 26 October 2009, Athene Holdings Ltd. (formerly “Hermelin Shipping Co., Ltd.”), a wholly owned

subsidiary, acquired 73,649,166 ordinary shares, representing 48.46% of paid-up capital of Unique Mining Services Public Company Limited (“UMS”), a company listed in Market for Alternative Investment (“MAI”), from two major shareholders at Baht 23 per share. On the same date, the subsidiary also acquired UMS’s 3,222,100 units of warrants, representing 5.55% of total remaining warrants at Baht 14.6579 per unit. This acquisition required Athene Holdings Ltd. to make a mandatory tender offer for all shares held by remaining shareholders and all warrants held by remaining warrant holders.

• As the result of the tender offer due on 14 December 2009, Athene Holdings Ltd. acquired additional

62,433,875 ordinary shares, representing another 41.08% of paid-up capital of UMS, and 53,231,119 units of warrants, representing 91.65% of total remaining warrants.

• UMS has been included in the Group consolidation since the date on which control was transferred to Athene Holdings Ltd. on 26 October 2009, although the percentage of shareholding was less than 50% on that date.


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7 Investments in subsidiaries (Cont’d) Subsidiaries - Athene Holdings Ltd. (Cont’d)

Details of net assets (based on net book value) acquired and goodwill arisen are as follows: Baht’000

Purchase consideration: Cash paid 3,962,054Direct costs relating to the acquisition 3,973

3,966,027

Net assets acquired based on net book value* 796,040Goodwill 3,169,987

Total purchase consideration 3,966,027 *As at 31 December 2009, the subsidiary is under the process of determining fair value of the acquired net assets and reviewing purchase price allocation (“PPA”). Therefore, the goodwill presented above may be subject to adjustment depending on the determination of fair value and the result of PPA, expected to be finalised within 12 months. The carrying amounts of assets and liabilities acquired from the acquisition as at 31 October 2009 are as follows: Acquiree’s carrying amount as at 31 October 2009** Baht’000 Cash and cash equivalents 75,272Receivables, net 192,417Inventories, net 1,471,926Other current assets and other assets 82,337Property, plant, and equipment, net 966,115Bank overdraft and short-term loans (1,199,549)Payables (14,781)Other current liabilities (99,157)Retirement obligations (6,130)Borrowings (581,373) Net assets 887,077 Share of net assets acquired 796,040Goodwill 3,169,987 Total purchase consideration 3,966,027Less Cash and cash equivalents in subsidiary acquired (73,457) Cash outflow on acquisition of investment, net of cash and cash equivalents acquired 3,892,570 ** The carrying amount of assets and liabilities were based on 31 October 2009 which is the nearest date to acquisition date (26 October 2009) where the information is available.


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7 Investments in subsidiaries (Cont’d)

Subsidiaries - Mermaid Maritime Public Company Limited (“MMPLC”)

• On 26 October 2009, Mermaid Offshore Services Ltd. (“MOS”), a subsidiary of MMPLC, entered into Sale and Purchase Agreements with the shareholders of Nemo Subsea IS and Nemo Subsea AS for the purchase of the shares as follows: - Purchase of 76.5 shares representing 76.50% of the total shares in Nemo Subsea IS. The total purchase value

was Baht 362.4 million (or USD 10.8 million);

- Purchase of 10,000 shares representing 100.00% of the total shares in Nemo Subsea AS which owns 3 shares representing 3.00% of the total shares in Nemo Subsea IS. The total purchase value was Baht 14.2 million (or USD 0.4 million).

Nemo Subsea AS is a Norwegian private limited company whose sole purpose is to act as legal owner of the M.V. “Mermaid Asiana” for the benefit of Nemo Subsea IS, a Norwegian partnership. The vessel is nearing the completion of its construction at ASL Shipyard Pte. Ltd.’s shipyard in Singapore and is presently scheduled for delivery to Nemo Subsea AS in the second quarter of fiscal year 2010. Upon delivery, the vessel was originally planned to commence a time charter with MOS through, firstly, a bareboat charter from Nemo Subsea AS to the service provider who shall be responsible to operate the vessel, and secondly a time charter of the vessel from such service provider to MOS. In parallel with negotiations leading up to the execution of the transactions, MOS has concluded an agreement with the service provider and Nemo Subsea AS to terminate the time charter with such service provider and for MOS to directly bareboat charter the vessel from Nemo Subsea AS. This will, among other things, allow MOS to directly operate the vessel. Details of the acquisition are as follows: 26 October 2009 Baht’000

Purchase consideration 451,076Fair value of net assets acquired 451,076 Goodwill - Cash paid for the acquisition of investment 451,076Less Reclassification from long-term general investments (77,697) Cash and cash equivalents of the investment company (7,742) Cash outflow on the acquisition of investment, net of cash and cash equivalents acquired 365,637 The fair value at 100% interest of assets and liabilities acquired in Nemo Subsea AS and Nemo Subsea IS are as follows: Baht’000 Cash and cash equivalents 7,742Vessel under construction 632,347Other current assets 1,786Long-term loans from financial institution (190,438)Other liabilities (361) Fair value of net assets 451,076 Interest acquired 100%Fair value of net assets acquired 451,076

Dividend income

During the three-month period, the Company received dividend income from subsidiaries amounting to Baht 713.9 million (31 December 2008: Baht 1,018.7 million).


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8 Investments in associates Investments in associates as at 31 December 2009 and 30 September 2009 comprise investments in the following companies:

% Ownership interest Nature of Country of 31 December 30 September

Name of associates business incorporation 2009 2009 Company financial statements Transport - Gulf Agency Company (Thailand) Ltd. Ship agency Thailand 51.0* 51.0* Consolidated financial statements Transport - PT Usaha Putra Bersama (invested by PT Land Indonesia 25.6 25.6

Perusahaan Pelayaran Equinox) transportation - Sharjah Ports Services LLC (invested by Port UAE 49.0 49.0

Thoresen Shipping FZE) operations Energy - Worldclass Inspiration Sdn. Bhd. Sub-sea Malaysia 25.0 25.0

(invested by Mermaid Offshore services to Services Ltd.) offshore

industries

- Kencana Mermaid Drilling Sdn. Bhd. Drilling Malaysia 40.0 40.0 (invested by Mermaid Drilling (Singapore) services Pte. Ltd.)

- Allied Marine & Equipment Sdn. Bhd. Sub-sea engineering

Malaysia 22.5 22.5

* Investment in Gulf Agency Company (Thailand) Ltd. is classified as associated company because the Company does not have control over this company, although, the Company holds equity interest of 51 percent. The equity method of accounting is applied to this investment in the consolidated financial statements. The movement of investments in associates during the three-month period that ended on 31 December 2009 is as follows: Consolidated Company Baht’000 Baht’000

Opening balance 486,726 11,213Adjustment (9,459) -Share of profits in associates 1,909 -

Closing balance 479,176 11,213


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9 Investment in a joint venture The joint venture entity is:

% Ownership interest

Name of joint venture Nature of Business

Country of incorporation

31 December 2009

30 September 2009

Thoresen (Indochina) S.A. Freight forworder Panama 50.0 50.0

The movement of investments in a joint venture during the three-month period that ended on 31 December 2009 is as follows: Consolidated Company Baht’000 Baht’000 Opening balance 42,607 8,771Share of profits in joint venture 4,171 - Closing balance 46,778 8,771 The investments in a joint venture includes a net goodwill amounting to Baht 3.8 million.

10 Property, plant, and equipment, net The movement of property, plant, and equipment during the three-month periods that ended on 31 December 2009 are as follow: Consolidated Company Baht’000 Baht’000 Opening net book value 22,969,337 270,007Acquisition of subsidiaries (Note 7) 1,598,462 -Additions 2,490,344 13,354Disposals and write off (177,832) (12)Depreciation charge (451,155) (7,056)Translation adjustments (58,935) -

Closing net book value 26,370,221 276,293 Consolidated • Significant additions during the three-month period that ended on 31 December 2009 are deposit for

purchase of vessel and instalment payments under construction contracts of an ocean vessel, a tender rig, a saturation diving system, ROVs and ROV support vessel, and a DP2 dive support vessel.

• Significant disposals during the three-month period that ended on 31 December 2009 are disposals of three

ocean vessels, namely M.V. Thor Sailor, M.V. Thor Jasmine, and M.V. Thor Commander.


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10 Property, plant, and equipment, net (Cont’d) Property, plant, and equipment as at 31 December 2009 used as collateral for loan facitities can be summarised as follows:

The Company

• Two ocean vessels of subsidiaries have been mortgaged with financial institutions as collateral for loan facilities for a total value of USD 384 million (30 September 2009: USD 385.5 million).

• Land and building have been mortgaged with various banks as collateral for the loans and bank overdraft facilities of the Company and subsidiaries. These assets are mortgaged at a total value of Baht 300.4 million (30 September 2009: Baht 300.4 million).

MMPLC and its subsidiaries

• Land, buildings, ROV, a saturation diving system, and 2 tender rigs have been mortgaged with various banks as collateral for the loan facilities and bank overdraft facilities of MMPLC and its subsidiaries. These assets are mortgaged at a total value of Baht 2,605.8 million and USD 4.1 million (30 September 2009: Baht 2,605.8 million and USD 4.1 million).

UMS and its subsidiaries

• The subsidiary’s land and partial construction on the land located at Suansom Sub-District have been mortgaged with a bank as collateral for long-term loans at a total value of Baht 200 million.

• The subsidiary’s partial land and partial construction on the land in Klong Sa-kae Sub-District, Nakornluang District, Ayudhaya province, have been mortgaged with a bank as collateral for long-term loans at a total value of Baht 240 million.

• Two barges of UMS’s subsidiary, have been mortgaged with a bank as collateral for the bank overdraft and long-term loans at a total value of Baht 125 million.

11 Long-term loans

Long-term loans comprise the following: Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Baht’000 Baht’000 Baht’000 Baht’000 Current portion of long-term loans 655,335 534,137 - -Long-term portion of loans 4,991,996 2,301,392 1,072,172 - Long-term loans 5,647,331 2,835,529 1,072,172 - The movement of long-term loans during the three-month period that ended on 31 December 2009 is as follows:

Consolidated CompanyBaht’000 Baht’000

Beginning balance 2,835,529 -Acquisition of subsidiaries (Note 7) 771,811 -Additions during the period 2,161,386 1,056,616Repayments during the period (129,090) -Realised losses on exchange rate 604 -Unrealised losses on exchange rate 7,091 15,556 Ending balance 5,647,331 1,072,172


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11 Long-term loans (Cont’d) The Company On 10 November 2009, the Company entered into a USD 200 million syndicated loan with financial institutions to finance mergers and acquisitions. On 17 December 2009, the Company drew down USD 32.0 million to finance MMPLC’s rights shares by the Company and a subsidiary, Soleado Holdings Pte. Ltd. The syndicated loan bears interest at the rate of USD-LIBOR plus a certain margin. The loan is secured by the following: a) joint and several guarantees by Soleado Holdings Pte. Ltd. and certain dry bulk shipping companies; b) pledges of all shares held by the Company in Soleado Holdings Pte. Ltd.; c) pledges of all shares held by Soleado Holdings Pte. Ltd. in the joint-venture companies in which the

investment under this facility is made to and invested by the Company; and d) negative pledges on all existing and future assets and revenues of the Company, and the Guarantors, save

for, amongst others, the security interest created in favor of the lenders of the Company pursuant to the existing loan agreements.

MMPLC and its subsidiaries As at 31 December 2009, the total outstanding amounts of long-term loans granted by local and overseas commercial banks were Baht 1,162.7 million and USD 69.8 million (30 September 2009: Baht 934.3 million and USD 47.7 million). These loans are secured by mortgages of the MMPLC and its subsidiaries’ assets as mentioned in Note 10 and are guaranteed by certain subsidiaries. According to a condition of the loan agreements, MMPLC and its subsidiaries are not allowed to create any encumbrance on the assets which are used as collateral, and, or in relation with the loan agreements, except for encumbrances created with the prior consent of the banks and permitted liens. The Company and its subsidiaries must comply with other conditions and restrictions stated in the term loan agreements. UMS and its subsidiaries Long-term loans as at 31 December 2009 included long-term loans of UMS amounting to Baht 671.4 million. These loans are secured by the UMS and its subsidiaries’ barges, partial land, and constructions as mentioned in Note 10. Borrowing facilities The Group and the Company have the following undrawn committed long-term borrowing facilities:

31 December 2009 Consolidated Company Baht USD Baht USD Million Million Million Million Floating interest rate 89.0 723.3 - 168.0 30 September 2009 Consolidated Consolidated Baht USD Baht USD Million Million Million Million Floating interest rate - 567.2 - -


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12 Convertible bonds The movement of convertible bonds during the three-month period that ended on 31 December 2009 is as follows:

Consolidated and Company Baht’000

Opening balance 4,003,077Interest expenses 61,193Withholding tax payments (8,654)Withholding tax payable 8,654Unrealised gains on exchange rates (22,058)

Closing balance 4,042,212 Convertible bonds are due for redemption as follows:

Baht’000

Redemption within one year 1,347,404Redemption after one year 2,694,808

13 Other operating income

Consolidated Company For the three-month periods that ended on 31 December 2009 2008 2009 2008 Baht’000 Baht’000 Baht’000 Baht’000 Dividend income 150 640 714,120 1,019,340Gains on convertible bonds

cancellations - 545,303 - 545,303Gains on sales of fixed assets 112,631 17,192 - 523Interest income 12,243 77,393 36,600 59,464Gains on exchange rate 26,855 29,066 - 56,882Other income 39,679 29,568 14,590 4,861 191,558 699,162 765,310 1,686,373


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14 Cash flows from operating activities Reconciliation of net profits for the three-month periods to cash flows from operating activities is as follows:

Consolidated Company For the three-month periods that ended on 31 December 2009 2008 2009 2008 Notes Baht'000 Baht'000 Baht'000 Baht'000

Net profits (losses) before taxes (3,726) 1,092,067 619,224 1,523,183Adjustments for:

Depreciation and amortisation charges 473,844 453,355 10,516 10,365Amortisation on deferred dry-docking expenses 160,367 161,675 - -Amortisation on prepayments 3,196 2,160 - -Allowance for doubtful accounts and provision for unrecoverable value added tax 16,595 (5,880) - -Interest expenses 92,231 110,070 70,974 91,804Losses from adjustment of investment in an associate 9,459 - - -Losses from write off property, plant, and equipment 1,421 531 - 964Net gains from sales of property, plant, and equipment 13 (112,631) (17,192) - (523)Dividend income from short-term investments (150) (640) (150) (640)Gains from convertible bonds cancellation 13 - (545,303) - (545,303)Gains from return of capital from subsidiaries - - - (519)Net (gains) losses from sales of investments (4,561) 36,861 (4,561) 36,861Dividends received from subsidiaries 7 - - (713,970) (1,018,700)Unrealised (gains) losses on exchange rates from cash, short-term investments, loans and convertible bonds (30,807) (28,681) 12,317 (94,071)Realised (gains) losses on exchange rates from loans and convertible bonds (621) 67,277 622 46,031Share of profits of associates and a joint venture 8, 9 (6,080) (3,994) - -Exchange difference from conversion of overseas companies (3,475) 232,355 - -

Changes in operating assets and liabilities (excluding the effects of acquisition and disposal)

- Restricted cash at bank (69,060) - - -- Trade accounts receivable 186,277 352,775 - -- Amounts due from related parties (519) (8,151) (94,763) 75,881- Vessel supplies and spare parts 351,521 51,792 - -- Inventories (296,274) - - -- Other current assets (93,402) 385,661 (24,285) (11,773)- Other assets (53,035) (95,322) (70,802) (500)- Trade accounts payable - others (130,074) (674,584) (2,471) (14,316)- Other accounts payable (298,042) 336,504 2,405 3,140- Amounts due to related parties 10,330 4,348 266 79,528- Advances from customers (77,548) (75,383) - -- Accrued expenses (24,311) 302,532 (19,358) (12,418)- Income taxes payable 11,320 (5,707) - -- Other current liabilities 6,043 (10,226) 5,618 935- Employee benefit obligations 33,230 4,112 164 130

Cash generated from operations 151,518 2,123,012 (208,254) 170,059

- Interest paid (37,960) (49,142) (18,161) (18,751)- Income tax paid (52,830) (41,786) (333) (772)

Net cash receipts (payments) from operating activities 60,728 2,032,084 (226,748) 150,536


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15 Related party transactions Significant related party transactions are as follows: 15.1 Transactions with related parties

Significant related party transactions between the Company and its subsidiaries and associates are as follows: a) Transactions with subsidiaries during the three-month that ended on 31 December are as follows:

Company 2009 2008 Baht'000 Baht'000

Rental office and office equipment income 9,529 4,149Interest income 35,189 30,432Interest expenses 9,504 17,777

b) Transactions with associates during the three-month periods that ended on 31 December are as follows:

Consolidated Company 2009 2008 2009 2008 Baht'000 Baht'000 Baht'000 Baht'000 Rental office and service income 418 742 - -Interest income 187 8,590 187 305Offshore service expenses 5,219 10,195 - -

There was no significant change to the Group’s policies in respect of related party transactions during the three-month periods that ended on 31 December 2009.

15.2 Amounts due from related parties Amounts due from related parties in the consolidated and Company financial statements are as follows: Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Baht’000 Baht’000 Baht’000 Baht’000 Associate and a joint venture 5,912 5,392 58 68Subsidiaries - - 103,269 8,496

5,912 5,392 103,327 8,564 15.3 Amounts due to related parties

Amounts due to related parties in the consolidated and Company financial statements are as follows:

Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Baht’000 Baht’000 Baht’000 Baht’000

Associates and a joint venture 29,542 19,211 - -Subsidiaries - - 3,360 3,094 29,542 19,211 3,360 3,094


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15 Related party transactions (Cont’d) 15.4 Loans to related parties

Loans to related parties in the consolidated and Company financial statements are as follows: Short-term loans Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Baht’000 Baht’000 Baht’000 Baht’000 Subsidiaries - - 2,861,115 1,707,130 - - 2,861,115 1,707,130 Short-term loans to related parties can be called at any time and are unsecured. The loans bear interest at 1.25% per annum (30 September 2009: 1.25% per annum). Long-term loans Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Baht’000 Baht’000 Baht’000 Baht’000 Subsidiaries - - 5,289,779 570,988Associate 109,429 11,323 9,323 11,323 109,429 11,323 5,299,102 582,311Current portion of long-term loans (4,000) (4,000) (149,262) (149,728) 105,429 7,323 5,149,840 432,583 Movements of long-term loans to related parties during the three-month period that ended on 31 December 2009 are as follows: Consolidated Company Baht’000 Baht’000 Opening balance 11,323 582,311Additions 100,106 4,743,017Repayments (2,000) (21,162)Realised losses on exchange rates - (622)Unrealised losses on exchange rates - (4,442) Closing balance 109,429 5,299,102 On 25 March 2008, the Company provided convertible loans to a subsidiary, PT Perusahaan Pelayaran Equinox (“Equinox”), amounting to USD 3.45 million. The Borrower will repay the loans in full in a single installment. The loans bear interest at 4.5% per annum. The loans are convertible from time to time with the issuance of the Conversion Notice to the borrower at a conversion ratio of 4.98 shares per each USD 1,000 outstanding amount of loans. The Company may exercise the convertible right in accordance with the prevailing law of Indonesia, in the event that it becomes legal for the Company to own more than 49% of the shares in Equinox.


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15 Related party transactions (Cont’d) 15.4 Loans to related parties (Cont’d)

On 14 August 2009, Soleado Holdings Pte. Ltd., a wholly owned subsidiary of the Company, entered into a loan facility agreement with Merton Investments NL BV (“Merton”) to provide a loan up to USD 15 million to Merton. The maturity date of the loan is three years after the first drawdown date which was on 23 November 2009. Merton will then on-lend such loan to SKI Energy Resources Inc. (“SERI”), a Philippine company (SERI Loan). Both loans will be draw down as per progress of the coal mine work done by SERI. The loan amount as of 31 December 2009 was USD 3 million.

The collateral for the Soleado loan includes pledge of shares held by Merton Group (Cyprus) Limited (a parent of Merton) in Merton, pledge of shares held by Merton in SERI, pledge of Merton bank accounts, assignment of Merton's interest and benefit in SERI Loan, and mortgage of real properties and chattels by SERI.

15.5 Loans from related parties Loans from related parties in the consolidated and company financial statements are as follows:

Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Baht’000 Baht’000 Baht’000 Baht’000 Short-term loans Subsidiaries - - 4,778,608 3,007,221Associate 7,500 7,500 - - 7,500 7,500 4,778,608 3,007,221 The short-term loans from related parties can be called at any time and are unsecured. The loans bear interest at 1.25% per annum (30 September 2009: 1.25% per annum).

16 Commitments and contingent liabilities 16.1 Capital commitments

Capital commitments contracted for at the balance sheet date but not yet recognised are as follows:

Commitments in respect of ship building, rig building, and vessel equipment contracts.

Consolidated Company Million Million

Commitments as at 31 December 2009

- USD 218.9 - - EURO 6.7 - - YEN 3,676.5 - - NOK* 218.0 -

Commitments as at 30 September 2009 - USD 159.6 - - EURO 7.8 - - YEN 6,536.0 - - SGD 0.9 - - NOK* 312.7 - * NOK is “Norwegian Krone”


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16 Commitments and contingent liabilities (Cont’d) 16.1 Capital commitments (Cont’d)

The Group entered into ship and rig building contracts for a total of 4 new dry bulk vessels, 2 dive support vessels, 1 ROV Support vessel, and 1 tender rig. The contracted delivery dates of these vessels and rig are within January 2010 to August 2012. During January 2010, 2 vessels under commitments, namely “Mermaid Siam” and “ Mermaid Asiana”, were delivered to the Group. The related capital commitments amounting to USD 65.9 million were paid accordingly.

16.2 Other commitments a) Operating lease commitments - group company as lessee

The future aggregate minimum lease payments under non-cancellable operating leases of vessels and land are as follows:

Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Baht’000 Baht’000 Baht’000 Baht’000 Not later than 1 year 669,263 1,202,262 - - Later than 1 year but not later than 5 years 16,731 95,640 - - b) Sale and purchase of steam coal commitments

UMS, a subsidiary, has contracted for sale and purchase of steam coal with foreign coal suppliers, to purchase steam coal for 200,000 - 450,000 metric tons plus or minus 10%. The firm price of coal shall be adjusted by the quality of coal, as specified by a formula in the agreements.

16.3 Significant agreements a) Vessel and rig charter contracts

Consolidated Company 31 December 30 September 31 December 30 September 2009 2009 2009 2009 Long-term charter-out contracts: Number of vessels and rig 8 7 - - Period (months) 2 - 33 5 - 57 - - Long-term charter-in contracts: Number of vessels 3 5 - - Period (months) 5 - 13 8 - 16 - -


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16 Commitments and contingent liabilities (Cont’d)

16.3 Significant agreements (Cont’d)

b) Employee Joint Investment Program (EJIP) On 21 January 2010, the Company entered into a memorandum of understanding with key executives of the Company and certain subsidiaries for the Employee Joint Investment Program (“EJIP”). The objective of the EJIP is designed as a performance-based retention tool for key executives. The period of the EJIP is three years commencing 1 January 2010 until 31 December 2012. EJIP members shall contribute four percent of their monthly base salary on a specific date every month. EJIP members shall receive from the Company and some subsidiaries a contribution of seven percent of their monthly base salary. In each month, an EJIP member’s contribution and the Group’s contribution shall be used to purchase TTA ordinary shares on the Stock Exchange of Thailand within the specified determined dates. EJIP members have the right to sell their TTA shares one year after the end of the program period, or 31 December 2013.

16.4 Contingent liabilities The Company and the Group have given the following guarantees in the normal course of business: 31 December 2009 Consolidated Company Baht US$ QAR* Yen Baht US$ Yen million million million million million million million Letter of guarantees issued by banks on behalf of the Group 44.2 0.2 8.5 - - - - Guarantees given by the Group to financial institutions to guarantee credit facilities, forward contract facility, and swap facility 2,226.3 605.2 - 1,225.5 329.2 490.1 1,225.5 *QAR is “Qatari Rial” 30 September 2009 Consolidated Company Baht USD Yen Baht USD Yen million million million million million million Letter of guarantees issued by bank on behalf of the Group 44.3 0.5 - - - - Guarantee given by the Group to financial institutions to guarantee credit facilities 1,991.6 539.4 1,225.5 329.2 489.7 1,225.5


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17 Subsequent events

The significant subsequent events are as follows: The Company At the Annual General Meeting of Shareholders held on 29 January 2010, the shareholders approved the following significant matters:

- Annual dividend payment from the net income of the Company for the year that ended on 30 September 2009 of Baht 0.54 per share. The annual dividend payment will be made on 23 February 2010.

- Reduction of registered share capital from Baht 933,052,865 to Baht 883,004,413 by cancelling the

50,000,000 unissued shares reserved for private placement shares and 48,452 unallocated stock dividends shares and an amendment to Clause 4 of the Memorandum of Association.

- An increase of registered share capital from Baht 883,004,413 to Baht 933,004,413, an increase of

50,000,000 shares, to be reserved for private placement shares and an amendment to Clause 4 of the Memorandum of Association.

- Allocation of new 50,000,000 ordinary shares to be reserved for private placement. - The issue and offer up to 4,000,000 free warrants to directors and employees of MMPLC or its subsidiaries

under ESOP 2010 pursuant to its terms as required by the notification No. Tor Jor 32/2551 of the Securities and Exchange Commission of Thailand.

- The registration of share capital reduction and capital increase was completed on 9 February 2010 and

10 February 2010, respectively.

Subsidiaries Two subsidiaries entered into the Memorandum of Agreements to sell two ocean vessels, each owned by them, at selling prices of USD 1,875,000 and USD 3,410,000, respectively. The ocean vessels were delivered to the Buyers on 8 February 2010 and 11 February 2010.

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