+ BerRoscURCOR STRATEGIC ALLIANCE AGREEMENT BETWEEN EMPRESA PUBLICA DE HIDROCARBUROS DEL ECUADOR EP PETROECUADOR AND THE STATE COMPANY PTT PUBLIC COMPANY LIMITED. Empresa Piiblica de Hidrocerburos del Equador EP PETROECUADOR, legally represented by Engineer Marco Celpovifia Vega, acting as General Manager in Charge, 28 evidenced by the enabling written sppoiniment attached (Attachment 1), hereinafter referred 10 es EP PETROECUADOR; and the state-owned company PTT PUBLIC. COMPANY LIMITED, represented by Boobpha Amomkiatkajom, acting as Senior Executive Vieo President of the Internetional Treding Unit of PTT Public Company Limited, authorized as evidenced by the document altached (Alfachment 2), egree to tente ino this Strategic Aliance Agreemert in accorcence withthe following terms: FIRST.- PREAMBLE: 44 Pursuant to Executive Decree No. 316, published in the Official Registry, ‘Supplement No. 171, dated April 14, 2010, modified by Executive Decree No. 1961-A, published in the Official Registry, Second Supplement No. 860 dated January 2, 2013, as provided by the Organic Law of Public Companies; the Empresa Piblica de Hidrocaruros del Ecuador EP PETROECUADOR was created, a8 a public law entity, with Its own legal personality and assets, having financial, budgetary, economic, administrative, and managerial autonomy, with its ‘main domicile in the city of Quito, Fichincha province. 1.2 Alticle 2 of the aforementioned Executive Decree establishes: “The principal Purpose of EP PETROECUADOR is the management of the strategic sector of non-renewable natural assets, or is sustainable use, pursuant fo the Organic Law (of Public Companies snd the Hydrocarbons Lew, for which it wal intervene in all phases of the hycrocerbons activly, exospl the phases of exploration and ‘exploitation, under the condlions af environmental conservation and respect of the rights of the people, 1/ To accomplish is purpose, may create subsidiaries, branches, business units, or enter into partnerships, joint ventures, strategic alliances, consortia, coordination entities or others of similar nature, with national ‘and infemationel reach, end in genoral, enter info any act or contract allowed by Eouedorien law directly or indirectly related with its mission, with natural or legal persons, national or intamstionsl, public or private.” 43 Attile 11, numeral 3 of the Organic Lew of Public Companies empowers the General Manager, 8 responsible of the administration and management of the public company, to enter into the strategic alliances approved by the Board 14 Allies 35 and 36 cf the aforementioned law euthorze public companies to enter into parinership and other associative agreements forthe fuliling of ther purposes and entrepreneurial mission trough the elgning of strategie aliances with pubic or privete entiies In the rational of interatigngaleyas, which wi] fvg,f0 be approved through a resolution of the Boer Sa avon, \. maar pat resid tah «i need any adlonal requrements or procedee feet \(__2staianed by the Boars te perfect the parnershiorindeatmert4.5 With communication through letter No, 630010/46 dated November 3, 2010 addressed to the General Manager of EP PETROECUADOR, the Thal state- ‘ovmed company PTT PUBLIC COMPANY LIMITED showed its interest in entering into a Strategic Allance Agreement wih EP PETROECUADOR, stating: *.. it would be in the interest of both our state oll companies to work towards the development of activities under a Strategic Allance Agreement that would focus on developing activities of mutual benefit inthe areas ofinra-structure areas that is 80 important for @ nation, area of commercializtion of crude and products, services ‘elated to the petroleum industry, the strengthening of our company’s Insttutonaly, management ofthe environment, and training at all ievels* 1.8 Through communication No. 8000040528 dated September 1, 2014, addressed to ~ the Generel Manager of EP PETROECUADOR and to the Sub-Secretary of Public Credit ofthe Ministry of Finance ofthe Republic of Ecuador, the Thai state-owned company PTT PUBLIC COMPANY LIMITED, noted the increase in the participation of EP PETROECUADOR in the Asian oil market, being the reason \why itindicatee that establishing a business relationship would be of mutual benefit to both nations as well es to both state-owned companies, it further reports that ‘wrote a later to the Ministry of Exterior Relationships, Commerce and Integration, where it expressed its interest in ‘establishing a strategic alfance for developing ‘commerce, technology transfer, and cooperation thal would allow our companies to work together in in upstream and downstream projects, and longeterm oil ‘contracts with prepeyment or oreit options wilh director third party funding? 4.7 Through communication No, 60000405/33 dated October 21, 2014, addressed to“ ‘the General Manager, Menager of Intemational Trade of EP PETROECUADOR, ‘and to the Sub-Secretary of Public Credit of the Ministry of Finance of the Republic ‘of Ecuador, the Thai state-owned company PTT PUBLIC COMPANY LIMITED, ‘ated its interest in entering into a Strategic Aliance with EP PETROECUADOR, Indicating that in order to be focused on the inal business relationship, it would like to explore the opportunity of an oll agreement, adding value by proposing @ pre-financing traneadtion; it also made a bref reference to the current situation of the company and indicated that according to the policy of PTT and is business. rategy for the next decade, ls commitied to expand its business activites in Cenizal America nd South America. Considering the diversity of businesses of PTT Group and its expeneion plans, i sees EP PETROECUADOR a a priory in lis commercial strategy. 4.8 With Memorandum No, 00013-ASC-AlI-2016 dated Januery 21, 2016, the Legal 00 Manager in charge of EP PETROECUADOR, issues its legal statement regarding the convenience of entering into a Strategic Allance with the Thai state-owned ‘company PTT PUBLIC COMPANY LIMITED which requires the previous authorization ofthe Boerd, 18 Taig Menor No, ons com.cPC 20 Mate etal Tae poo PETROECUADOR, the supporting technical, economic, u Pine sb convenes oop sa Senge Aree ep th \ reverie f Pphnaaca: 2H dese nena carEg STGP4.10 Through Memorandum No.08173-CIN-2018 dated February 9, 2015, the General Manager in charge of EP PETROECUADOR presented to the Board of the Company the supporting techrical, economic and business reasons regarding the conveniance of entering inlo a Stratege Alone Agreement withthe Thal siste- ‘med company PTT PUBLIC COMPANY LIMITED and requests authorization for fs execution 4.11 With Resolution No, DIR-EPP-05-2016-02.05, the Board of EP PETROECUADOR authorized the Generel Manager in charge to sign this Strategie Allence Agreement with the Thel state-owned company PTT PUBLIC COMPANY UMITED, ‘SECOND.- OBJECTIVE: ‘The Parties agree to elon this Strategie Allance Agreement with the objective of ‘cooperation in undertaking actvties of mutual economic benefit in the areas of transportation, storage, industialization, and commercalzstion of hydrocarbons, oll services, environmental management, insituional reinforcement, and training “This Agreement provides the possibilty of EP PETROECUADOR, acting jointly with PTT PUBLIC COMPANY LIMITED, to ident, study, and develop proftable opportunities of ‘mutual economic benefit in various areas of the crude of and refined products ‘commercalization operations in Latin America and other regions of the word, by entering Into those spectic agreements thst may be required wih PTT PUBLIC COMPANY LIMITED or its subsidiaries or afietes, ‘THIRD.- MODIFICATIONS: ‘Tho Parts may, by mutual agreement, broaden or modiy the objective inthis Strategic ‘Alfanoe Agreement, subject to authorization by ther respective authori, FOURTH.- MUTUAL COOPERATION: ‘The Partos shall undertake their best efforts to put this Strategie Alisnce Agreement into practioe through the execution of mutually approved projects of mutual economic benefit {or ther own as well es their curries. [Notwithstanding the above, the Partles agree and accept that this Strategie Aliance ‘Agreement doss not create any ebligetions to execute any project, nor to reach any ‘definite agreement between the Parties, end does not create exclusivity preventing each Party to undertake similar projects with other compsnies, “The execution of any project shall depend on the inten approval required by each Party, Wwhien each Party may deny any project without Justfeaion and such denial shall not create any lablty to any Party nor the obligetion to indemnity the other Pty erthmexwctonct mp sameness tN fecal, nisin He eOaON fel ter ue Leng eae scatptaetet es oct, puma no QUEER TESEAE tne Projodsccoing to te nae. ace of wecaeh, RENGLSGRAMELARTENRLS Somawere tal verte conmal nmetion,FFIFTH.- CONFIDENTIALITY: It is clearly agreed between EP PETROECUADOR and PTT PUBLIC COMPANY LIMITED thet, any information of any kind that is in connection with this Agreement, including information delivered and used by technical personnel and professionals ‘appointed by the Parte, shall be confidential and shall be used for the objective of this Strategic Aliance Agreement “The information provided by each Party under this Stratego Allance Agreement shall not be reproduced, modified, made public or disclosed to any third party without prior writen consent of the other Party ‘The information provided by each Party under this Strategic Allance Agreement shall be kept confidential by the Patios, excopt to the entent that the clsclosure of such Information has been consented in wing by the corresponding Paty ori egaly required to be disclosed by applicable lew or regulations or competent authoriy, or any other ‘competent judicial, administrative or govermental body, provided that in such case, the requested Pasty shal give prior writen notice of such compelled disclosure to the other Patty SIXTH.- SCOPE OF THE AGREEMENT: “The teims snd condions of this Strategic Allance Agreement sre fimited exclusively to the corporate relationships inthe hydrocarbons sector between the Partos pursuant tothe objective ofthis Strategic Allnce Agreement. Therefore, it shall not affect the sovereign rights of the Kingdom of Thlland, nor ofthe Republe of Ecuador, over their tertory nor Cover thelr natural resources, pursuant othe law of each courity and the applicable Intemational law. SEVENTH. TERM: ‘This Stretegic Aliance Agreement shal enter into force on the date of ts sling for the term of five (6) years, and shall be automaticaly terminated unless a Party expresses Is intention to renew this Agreement on the eae terms by eending lor writen notice of st least ninety (90) days tothe other Party. EIGHTH.- CAUSES OF TERMINATION: Notwithstanding clause Seven of tis Strategie Allance Agreement, this Strategic Allance ‘Agreement may be early terminated by any ofthe following (1) By mutual apreemertof the Patties: or (2) By prior wien notice ofa Party of at least ninety (80) days to the other Paty {@) Due to the breach ofthe obligations under his StelegicAllance Agreement. @) Inthe event of early termination ofthis Stretegic Alliance Agreement, there is any Pending service or work, t shall be continuously conducted until their completion pursuant to the conesponding contrac; in any event, the Patios wil make the corespondng dchape afer payment sige dame apo widleecuapor‘The expenses incurred by the Parties under ths Strategic Aliance Agreement’s scope shall be borne in the fllowing manne: (1) Each Parly shall bear the costs ofits own personnel regarding traveling and ‘accommodation expenses, Local expeneiture wil be bore by the host country (@) i one Paty invites or requests the other to attend seminar, trining courses or ‘make operational visite, the responsibly for expenses shall be discussed between the Parties prior to such tip TENTH.- NOTICES: ‘Any notices between the Patties shal be in wring fo the fellowing addresses EP PETROECUADOR Alpaliana E96 y Av. 6 de Diciembre, Esficio Apallans, Piso 2 Gerencia de Comercio Internacional Quito - Ecuador. PTT PUBLIC COMPANY LIMITED ‘585 Vibhavadl Rangsit Road, Chatuchak, Chatuchak, Bangkok 10900 Thatland ‘Any modification to the addresses indicated in this Clause shall be notified tothe other arty with at least thiry (90) days in advance. ELEVENTH. GOVERNING LAW AND DISPUTE RESOLUTION |All matters arising from of related to the validity, Interpretation andlor performance of this, Strategic Aliance Agreement shal be governed exclusively by the laws ofthe Singapore. ‘Any dispute, controversy or claim arising out of or in connection with this Strategic, ‘Allance Agreement chal be referred to the exclusive jurisdiction of Singapore Courts, ‘TWELFTH.- REPRESENTATION ‘The representative ofthe quaetstate owned company, PTT PUBLIC COMPANY LIMITED. expressly represents that atthe date of this Agreement, more than 60% of is sheres are ‘owned by the Ministry of Finance of Thalland, and scknowledges that in the event of change of is nature as @ majorly state-owned company, this Strategic Allance ‘Agreement shall cease to be effective immediatly. Te No mejor of er PETROS moun soera a ely obesurad Company ine the Repblc of Envios eed ane of Eine Pais canon cna get Pee Gaps eng terran cert Ee errr Change of nate ray ssees i ABR e « fri soda fis Sra Aare Aveorer al gpgeniefoembetreareastaty, ™S jaeIN WITNESS WHEREOF, the Parties sign this Strategic Allance Agreement in two (2) ‘counterparts of equal validity and legal effectiveness in Quito, Ecuador on Aptl, 23 2015. oes gt \ OE Babin BOO8MA AMORNKGATEAJORN sEitOR EXECUTIVE VICE PRESIDENT ()STERNATIONAL TRADING BUSINESS UNIT i mumnoensse 2 amcor /// f f De ae Q Sremocanaon {fen \ \ ¢& Ke gee ( r ‘suenevanin GENERAL Y ARCHIVO PHEHAREDLETRO neni “peTRORCUADOR @ Siereo rs Mel COTA DEL ORIGINAL