THIS IS A PRELIMINARY PROSPECTUS.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINAL PROSPECTUS TO BE ISSUED BY OUR COMPANY AND REGISTERED BY THE AUTHORITY. UNDER NO CIRCUMSTANCES SHALL THIS PRELIMINARY PROSPECTUS CONSTITUTE AN OFFER TO SELL OR ANY SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION ON THE BASIS OF THIS PRELIMINARY PROSPECTUS. THIS PRELIMINARY PROSPECTUS HAS BEEN LODGED WITH THE AUTHORITY WHO TAKES NO RESPONSIBILITY FOR ITS CONTENTS. CERTAIN INFORMATION (INCLUDING DATES AND TIMES) AND STATEMENTS IN THIS PRELIMINARY PROSPECTUS REFER TO EVENTS WHICH HAVE NOT OCCURRED OR BEEN COMPLETED, AND MAY OR MAY NOT HAVE BEEN COMPLETED BY THE TIME THE FINAL PROSPECTUS IS REGISTERED BY THE AUTHORITY, WHICH MAY OR MAY NOT OCCUR. NO SECURITIES OF OUR COMPANY MAY BE OFFERED UNTIL THE PROSPECTUS IS DELIVERED IN FINAL FORM. A PERSON TO WHOM A COPY OF THIS PRELIMINARY PROSPECTUS IS ISSUED MUST NOT CIRCULATE THIS COPY TO ANY OTHER PERSON. BY ACCEPTING THIS PRELIMINARY PROSPECTUS, YOU AGREE TO BE BOUND BY THE RESTRICTIONS SET OUT HEREIN.

PRELIMINARY PROSPECTUS DATED JULY 1, 2013 (Lodged with the Monetary Authority of Singapore on July 1, 2013)

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES

THIS IS A PRELIMINARY PROSPECTUS AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE PROSPECTUS TO BE REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE

KRISENERGY LTD. (Company Registration Number: 231666) (Incorporated in the Cayman Islands on October 5, 2009) [Up to 152,835,000] Offering Shares (subject to the Over-allotment Option) (as defined herein)) Offering Price: Up to S$1.10 per Offering Share (the Assumed Offering Price)
This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. This is the initial public offering of our ordinary shares (the Shares). KrisEnergy Ltd. (the Company) is issuing an aggregate of [up to 152,835,000] Shares (the Offering Shares) for subscription at the Offering Price (the Offering). The Offering consists of (i) an international placement of [up to 137,552,000] Offering Shares (the International Offer) to investors, including institutional and other investors in Singapore, including Offering Shares reserved for allocation and allotment to one of our directors (the International Reserved Shares), and (ii) a public offer of [up to 15,283,000] Offering Shares in Singapore (the Singapore Public Offer), including Offering Shares reserved for allocation and allotment to our employees, directors, and business associates and others who have contributed to our success (the Singapore Reserved Shares and, together with the International Reserved Shares, the Reserved Shares). The Offering Shares offered may be re-allocated between the International Offer and the Singapore Public Offer, at the discretion of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters (as defined below), subject to any applicable law. See Plan of Distribution. Separate from the Offering, each of Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Srl, Devan International Limited and Palang Sophon Offshore (collectively, the Cornerstone Investors) has entered into a cornerstone subscription agreement with the Company (collectively, the Cornerstone Subscription Agreements) to subscribe for new Shares at the Offering Price (the Cornerstone Shares), conditional upon the Offer Agreement (as defined herein) and the Purchase Agreement (as defined herein) having been entered into and not having been terminated pursuant to their terms on or prior to the Listing Date (as defined below) (the Cornerstone Tranche). Based on the Assumed Offering Price and the exchange rate of US$1.00 = S$1.26, an aggregate of [93,319,000] Cornerstone Shares will be issued to the Cornerstone Investors and [up to 152,835,000] Offering Shares will be issued in the Offering. These share numbers are subject to change depending on the final Offering Price and exchange rate between the US dollar and Singapore dollar. CLSA Singapore Pte Ltd and Merrill Lynch (Singapore) Pte. Ltd. are the joint issue managers, global coordinators, bookrunners and underwriters for the Offering (the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters). In connection with the Offering, KrisEnergy Holdings Ltd. (KEHL or the Over-allotment Option Grantor) has granted CLSA Singapore Pte Ltd, as stabilizing manager (the Stabilizing Manager), on behalf of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, an over-allotment option (the Over-allotment Option) exercisable in whole or in part on one or more occasions from the commencement of dealing in the Shares (the Listing Date) on the Singapore Exchange Securities Trading Limited (the SGX-ST) until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilizing Manager or its appointed agent has bought on the SGX-ST an aggregate of [up to 30,567,000] Shares, representing 20.0 per cent. of the total Offering Shares, in undertaking stabilizing actions, to purchase up to an aggregate of [up to 30,567,000] Shares (the Additional Shares) (representing 20.0 per cent. of the total Offering Shares) at the Offering Price, solely to cover the overallotment of the Offering Shares, if any. The exercise of the Over-allotment Option will not affect the total number of issued Shares outstanding immediately after the completion of the Offering. Prior to the Offering, there has been no public market for our Shares. Application has been made to the SGX-ST for permission to list all our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares (as defined herein) and the Plan Shares (as defined herein) on the Main Board of the SGX-ST, which will be granted when we have been admitted to the Official List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional upon, among other things, permission being granted by the SGX-ST to deal in and for quotation of all our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares on the Official List of the SGX-ST. Monies paid in respect of any application accepted will be returned, at each investors own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against us, the Over-allotment Option Grantor or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, if the Offering is not completed because this permission is not granted or for any other reason. The settlement and quotation of our Shares will be in Singapore dollars. We have received a letter of eligibility from the SGX-ST for the listing and quotation of all of our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares on the Main Board of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this offering document. Our eligibility to list and our admission to the Official List of the SGX-ST is not an indication of the merits of the Offering, our Company, our Group (as defined herein) or our Shares (including the Offering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares). Investing in our Shares involves certain risks. See Risk Factors beginning on page 29. Our principal activities consist of exploration for oil and gas, and as such we may not be able to progress to the next stage of development or to a stage where we are able to generate revenue. See Risk FactorsRisks Relating to Our Business and Operations beginning on page 29. In particular, see Summary of the OfferingDividends and Summary of the OfferingRisk Factors. OUR SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE US SECURITIES ACT), AND MAY NOT BE RE-OFFERED, RE-SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT (REGULATION S) TO A PERSON OUTSIDE THE UNITED STATES AND NOT KNOWN BY THE TRANSFEROR TO BE A US PERSON (AS DEFINED UNDER REGULATION S) BY PRE-ARRANGEMENT OR OTHERWISE. THE SHARES IN THE OFFERING ARE BEING OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S TO PERSONS WHO ARE NOT, AND ARE NOT ACTING FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (OR TO PERSONS WHO ARE BOTH US PERSONS AND ENTITLED QUALIFIED PURCHASERS), AND (II) WITHIN THE UNITED STATES IN RELIANCE ON RULE 144A UNDER THE US SECURITIES ACT (RULE 144A) ONLY TO PERSONS WHO ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A (QIBS) AND ENTITLED QUALIFIED PURCHASERS OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT TO PERSONS WHO ARE ACCREDITED INVESTORS AS DEFINED IN THE US SECURITIES ACT AND ENTITLED QUALIFIED PURCHASERS. ENTITLED QUALIFIED PURCHASERS ARE QUALIFIED PURCHASERS WITHIN THE MEANING OF SECTION 2(a)(51)(A) OF THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE US INVESTMENT COMPANY ACT), WHO HAVE EACH EXECUTED AND DELIVERED TO US (AND WHICH WE AND THE JOINT ISSUE MANAGERS, GLOBAL COORDINATORS, BOOKRUNNERS AND UNDERWRITERS HAVE ACCEPTED) A US QUALIFIED PURCHASERS LETTER IN THE FORM ATTACHED HERETO AS APPENDIX P. THE SHARES IN THE OFFERING ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER TRANSFER RESTRICTIONS. EACH PURCHASER OF SHARES IS HEREBY NOTIFIED THAT (A) SELLERS OF SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A AND (B) OUR COMPANY WILL NOT BE REGISTERED UNDER, AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF, THE US INVESTMENT COMPANY ACT. A copy of this offering document was lodged on July 1, 2013 with and registered by the Monetary Authority of Singapore (the Authority) on , 2013. The Authority assumes no responsibility for the contents of this offering document. Registration of this offering document by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares being offered for investment (or of the Additional Shares, where the Over-allotment Option is exercised). No Shares will be allotted or allocated on the basis of this offering document later than six months after the date of registration of this offering document by the Authority. Investors applying for Offering Shares by way of Application Forms or Electronic Applications (both as referred to in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore) in the Singapore Public Offer will pay the Offering Price on application, subject to the refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefit arising therefrom and without any right or claim against us or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters), where (i) an application is rejected or accepted in part only, or (ii) the Offering does not proceed for any reason.

Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters

Co-Lead Managers and Sub-underwriters

Co-Manager and Sub-underwriter

TABLE OF CONTENTS Page NOTICE TO INVESTORS.................................................................................................ii CORPORATE INFORMATION .........................................................................................xv SUMMARY .................................................................................................................1 SUMMARY OF THE OFFERING ............. ..........................................................................16 INDICATIVE TIMETABLE ................... ..........................................................................21 SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER INFORMATION ...............23 RISK FACTORS .......................................................................................................... .29 USE OF PROCEEDS ............................ ..........................................................................56 DIVIDENDS ..................................... ..........................................................................58 CAPITALIZATION AND INDEBTEDNESS ......................................................................... .60 DILUTION ....................................... ..........................................................................61 EXCHANGE RATES AND EXCHANGE CONTROLS ............................................................. .62 SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER INFORMATION ...............67 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ................................ .73 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...........................................................................................................77 CORPORATE STRUCTURE AND OWNERSHIP ...................................................................106 BUSINESS ....................................... .........................................................................108 MANAGEMENT .........................................................................................................176 KRISENERGY SHARE-BASED INCENTIVES ......................................................................193 SHARE CAPITAL AND SHAREHOLDERS .........................................................................206 INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS ...............................212 TAXATION .............................................................................................................. .218 PLAN OF DISTRIBUTION .............................................................................................225 TRANSFER RESTRICTIONS ..........................................................................................239 CLEARANCE AND SETTLEMENT ................................................................................. .241 LEGAL MATTERS ............................. .........................................................................242 INDEPENDENT AUDITORS ...........................................................................................243 EXPERTS ................................................................................................................ .244 GENERAL AND STATUTORY INFORMATION ...................................................................245 APPENDIX A INDUSTRY OVERVIEW .......................................................................... A-1 APPENDIX B REGULATION .......................................................................................B-1 APPENDIX C OUR SUBSIDIARIES AND MATERIAL ENTITIES ............................................C-1 APPENDIX D QUALIFIED PERSONS REPORT .................................................................D-1 APPENDIX E DESCRIPTION OF OUR SHARES ................................................................. E-1 APPENDIX F SUMMARY OF CERTAIN PROVISIONS OF THE CAYMAN ISLANDS COMPANIES LAW AND THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY .......... F-1 APPENDIX G LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS............................. G-1 APPENDIX H RULES OF THE KRISENERGY EMPLOYEE SHARE OPTION SCHEME ................. H-1 APPENDIX I RULES OF THE KRISENERGY PERFORMANCE SHARE PLAN .............................I-1 APPENDIX J INDEPENDENT AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012 ......................... .J-1 APPENDIX K CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2010, 2011 AND 2012 ............................................................................ K-1 APPENDIX L INDEPENDENT AUDITORS REPORT ON THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 ..................................................................................................................... L-1 APPENDIX M UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2013 .................................................................... .M-1 APPENDIX N INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2012 AND THE THREE MONTHS ENDED MARCH 31, 2013 ....................................................... N-1 APPENDIX O UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2012 AND THE THREE MONTHS ENDED MARCH 31, 2013 .... O-1 APPENDIX P US QUALIFIED PURCHASERS LETTER ....................................................... P-1 APPENDIX Q US RESALE LETTER ...............................................................................Q-1 APPENDIX R DEFINITIONS ........................................................................................ R-1 APPENDIX S SUMMARY OF CERTAIN COVENANTS IN OUR FINANCE AGREEMENTS ............ S-1

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NOTICE TO INVESTORS No person is authorized to give any information or to make any representation not contained in this offering document, and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of us, any of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters. Neither the delivery of this offering document nor any offer, sale or transfer made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date hereof or constitute a representation that there has been no change or development reasonably likely to involve a material adverse change in the affairs, conditions and prospects of our Group since the date hereof. Where such changes occur and are material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, we will make an announcement of the same to the SGX-ST and, if required, we will issue and lodge an amendment to this offering document or a supplementary document or replacement document pursuant to Section 240 or, as the case may be, Section 241 of the Securities and Futures Act and take immediate steps to comply with these sections. Investors should take notice of such announcements and documents and upon release of such announcements or documents shall be deemed to have notice of such changes. None of us, the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters or any of our or their respective affiliates, directors, officers, employees, agents, representatives or advisers is making any representation or undertaking to any investor in our Shares regarding the legality of an investment by such investor under applicable legal investment or similar laws. In addition, investors in our Shares should not construe the contents of this offering document or its appendices as legal, business, financial or tax advice. Investors should be aware that they may be required to bear the financial risks of an investment in our Shares for an indefinite period of time. Investors should consult their own professional advisers as to the legal, tax, business, financial and related aspects of an investment in our Shares. By applying for the Offering Shares on the terms and subject to the conditions in this offering document, each investor in the Offering Shares represents and warrants that, except as otherwise disclosed to the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters in writing or in respect of the Reserved Shares, he is not (i) a Director (as defined herein) or substantial shareholder of the Company, (ii) an associate of any of the persons mentioned in (i), or (iii) a connected client of any of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters or lead broker or distributor of the Offering Shares. We and the Over-allotment Option Grantor are subject to the provisions of the Securities and Futures Act and the Listing Manual of the SGX-ST (the Listing Manual) regarding the contents of this offering document. In particular, if after this offering document is registered but before the close of the Offering, we and the Over-allotment Option Grantor become aware of: (a) (b) a false or misleading statement in this offering document; an omission from this offering document of any information that should have been included in it under Section 243 of the Securities and Futures Act; or a new circumstance that has arisen since this offering document was lodged with the Authority which would have been required by Section 243 of the Securities and Futures Act to be included in this offering document if it had arisen before this offering document was lodged,

(c)

that is materially adverse from the point of view of an investor, we and the Over-allotment Option Grantor may lodge a supplementary or replacement document with the Authority pursuant to Section 241 of the Securities and Futures Act. Where applications have been made under this offering document to subscribe for and/or purchase the Offering Shares prior to the lodgment of the supplementary or replacement document and the Offering
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Shares have not been issued and/or transferred to the applicants, we and the Over-allotment Option Grantor shall either: (a) within seven days from the date of lodgment of the supplementary or replacement document, provide the applicants with a copy of the supplementary or replacement document, as the case may be, and provide the applicants with an option to withdraw their applications; or treat the applications as withdrawn and cancelled and return all monies paid, without interest or any share of revenue or other benefit arising therefrom and at the applicants own risk, in respect of any applications received, within seven days from the date of lodgment of the supplementary or replacement document, and the applicants will not have any claim against us or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters.

(b)

Where applications have been made under this offering document to subscribe for and/or purchase the Offering Shares prior to the lodgment of the supplementary or replacement document and the Offering Shares have been issued and/or transferred to the applicants, we and the Over-allotment Option Grantor shall, subject to compliance with Cayman Islands law, either: (a) within seven days from the date of lodgment of the supplementary or replacement document, provide the applicants with a copy of the supplementary or replacement document, as the case may be, and provide the applicants with an option to return, to us and the Over-allotment Option Grantor those Offering Shares that the applicants do not wish to retain title in; or treat the issue and/or sale of the Offering Shares as void and return all monies paid, without interest or any share of revenue or other benefit arising therefrom, in respect of any applications received, within seven days from the date of lodgment of the supplementary or replacement document, and the applicants will not have any claim against us, the Over-allotment Option Grantor or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters.

(b)

Any applicant who wishes to exercise his option to withdraw his application or return the Offering Shares issued and/or sold to him shall, within 14 days from the date of lodgment of the supplementary or replacement document, notify us and the Over-allotment Option Grantor whereupon we shall, within seven days from the receipt of such notification, return the application monies without interest or any share of revenue or other benefit arising therefrom and at the applicants own risk. Under the Securities and Futures Act, the Authority may in certain circumstances issue a stop order (the Stop Order) to us and the Over-allotment Option Grantor directing that no or no further Offering Shares be allotted, issued or sold. Such circumstances will include a situation where this offering document (i) contains a statement which, in the opinion of the Authority, is false or misleading, (ii) omits any information that is required to be included in accordance with the Securities and Futures Act or (iii) does not, in the opinion of the Authority, comply with the requirements of the Securities and Futures Act. Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and Futures Act and, subject to compliance with Cayman Islands law: (a) in the case where the Offering Shares have not been issued and/or transferred to the applicants, the applications for the Offering Shares pursuant to the Offering shall be deemed to have been withdrawn and cancelled and we and the Over-allotment Option Grantor shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the Offering Shares; or in the case where the Offering Shares have been issued and/or transferred to the applicants, the issue and/or sale of the Offering Shares shall be deemed void and we and the Over-allotment Option Grantor shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the Offering Shares.
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(b)

Where monies paid in respect of applications received or accepted are to be returned to the applicants, such monies will be returned at the applicants own risk, without interest or any share of revenue or other benefit arising therefrom, and the applicants will not have any claim against us, the Overallotment Option Grantor or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters. The distribution of this offering document and the offering, purchase, sale or transfer of our Shares in certain jurisdictions may be restricted by law. We and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters require persons into whose possession this offering document comes to inform themselves about and to observe any such restrictions at their own expense and without liability to us or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters. This offering document does not constitute an offer of, or an invitation to purchase, any of our Shares in any jurisdiction in which such offer or invitation would be unlawful. Persons to whom a copy of this offering document has been issued shall not circulate to any other person, reproduce or otherwise distribute this offering document or any information herein for any purpose whatsoever nor permit or cause the same to occur. We are entitled to withdraw the Offering at any time before closing, subject to compliance with certain conditions set out in the Purchase Agreement and the Offer Agreement relating to the Offering. We are making the Offering subject to the terms described in this offering document, the Purchase Agreement and the Offer Agreement. The Shares in the Offering have not been and will not be registered under the US Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. For the purpose of the Offering, the Shares in the Offering are being offered in the United States in reliance on Rule 144A to persons who are both QIBs and Entitled Qualified Purchasers or pursuant to another exemption from registration under the US Securities Act to persons who are accredited investors as defined under the US Securities Act (accredited investors) and Entitled Qualified Purchasers. This offering document is being furnished in the United States on a confidential basis solely for the purpose of enabling prospective purchasers to consider the purchase of the Offering Shares. Its use for any other purpose in the United States is not authorized. In the United States, it may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents be disclosed to anyone other than the prospective purchasers to whom it is submitted. There will be no public offering of the Offering Shares in the United States. The Shares in the Offering have not been approved or disapproved by the United States Securities and Exchange Commission (the SEC) or any state or foreign securities commission or regulatory authority. The foregoing authorities have not confirmed the accuracy or determined the adequacy of this offering document. Any representation to the contrary is a criminal offense in the United States. The Shares in the Offering are subject to restrictions on transferability and resale and may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person outside the United States and not known by the transferor to be a US person by pre-arrangement or otherwise, and in accordance with the restrictions under Transfer Restrictions. You should be aware that you may be required to bear the risks of an investment in our Shares for an indefinite period of time. Because of these restrictions, purchasers of the Shares are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Shares. See Transfer Restrictions for more information on these restrictions. In connection with the Offering, KEHL has granted the Stabilizing Manager the Over-allotment Option exercisable in whole or in part by the Stabilizing Manager on behalf of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters on one or more occasions from the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilizing Manager or its appointed agent has bought, on the SGX-ST, an aggregate of [up to 30,567,000] Shares (representing 20.0 per cent. of the total Offering Shares) in undertaking stabilizing actions, to purchase up to an aggregate of [up to 30,567,000] Shares (representing 20.0 per cent. of the total Offering Shares) at the Offering Price, solely to cover the over-allotment of the Offering Shares, if any. The exercise of the Over-allotment Option will not affect the total number of issued Shares outstanding immediately after the completion of the Offering.
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In connection with the Offering, the Stabilizing Manager or its appointed agent may over-allot Shares or effect transactions that stabilize or maintain the market price of our Shares at levels that might not otherwise prevail in the open market. These transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations, including the Securities and Futures Act and any regulations thereunder. However, we cannot assure you that the Stabilizing Manager or its appointed agent will undertake any stabilization action. These transactions may commence on or after the commencement of trading of the Shares on the SGX-ST and, if commenced, may be discontinued at any time and may not be effected after the earlier of (i) the date falling 30 days from the commencement of trading of the Shares on the SGX-ST, or (ii) the date when the Stabilizing Manager or its appointed agent has bought on the SGX-ST an aggregate of [up to 30,567,000] Shares (representing 20.0 per cent. of the total Offering Shares) in undertaking stabilizing actions. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. AVAILABLE INFORMATION So long as any of the Shares are restricted securities within the meaning of Rule 144(a)(3) under the US Securities Act and we are not subject to and in compliance with Section 13 or 15(d) of the US Securities Exchange Act of 1934, as amended, or exempt from such reporting pursuant to Rule 12g3-2(b) thereunder, we will furnish to each holder or beneficial owner of Shares and to any prospective purchaser of such Shares, upon the request of such holder, beneficial owner or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the US Securities Act. FORWARD-LOOKING STATEMENTS Certain statements in this offering document constitute forward-looking statements. All statements other than statements of historical fact included in this offering document, including those regarding our financial position and results, business strategies, plans and objectives of management for future operations (including development plans and projections), are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future. Forward-looking statements involve inherent risks and uncertainties. The forward-looking statements included in this offering document reflect our current views with respect to future events and are not a guarantee of future performance. A number of important factors could cause actual results or outcomes

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to differ materially from those expressed in any forward-looking statement. These include, but are not limited to:

changes in political, social and economic conditions and the regulatory environment in the countries in which we conduct business, particularly in Thailand where most of our oil and gas reserves are located; adverse general global, regional and local economic conditions; changes in the global oil and gas industry; uncertainties relating to our projects under development; our anticipated growth strategies and expected internal growth; changes in competitive conditions and our ability to compete under these conditions; changes in currency exchange rates; our overall business development and economic performance; our ability to consummate our acquisitions, farm-ins, farm-outs and similar significant events as planned and in a timely manner; our future revenue, earnings, cash flow and financial position; the amount and nature of future exploration, development and other capital expenditures we may require; changes in the price and demand of oil and gas; our ability to gain access to additional reserves; changes in our production levels; material defects, breaches of laws and regulations or other deficiencies in our contract areas; changes in interest or inflation rates; changes in our future capital needs and the availability of financing and capital to fund these needs; our dependence on our senior management team and key personnel; estimates of our proved reserves; environmental risks; man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God that affect our business or properties; legal, regulatory and other proceedings arising out of our operations; other factors beyond our control; and other matters not yet known to us.

Additional factors that could cause our actual results, performance or achievements to differ materially include, but are not limited to, those discussed under Risk Factors, Dividends, Managements Discussion and Analysis of Financial Condition and Results of Operations, Business and
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Appendix AIndustry Overview. These forward-looking statements speak only as of the date of this offering document. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We do not intend to update any of the forward-looking statements after the date of this offering document to conform those statements to actual results, subject to compliance with all applicable laws including the Securities and Futures Act and/or rules of the SGX-ST. ENFORCEABILITY OF CIVIL LIABILITIES Our Company is a company with limited liability incorporated under the laws of the Cayman Islands. All of our current operations are conducted outside of the United States and all of our assets are located outside of the United States. Certain of our directors and management and our auditors reside outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce in the United States any judgment obtained in the United States courts against us or any of such persons, including judgments based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. There is uncertainty as to whether judgments of courts in the United States based upon the civil liability provisions of the federal securities laws of the United States are recognized or enforceable in Singapore courts, and there is doubt as to whether Singapore courts will enter judgments in original actions brought in Singapore courts based solely upon the civil liability provisions of the federal securities laws of the United States. A final and conclusive judgment in the federal or state courts of the United States under which a fixed sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of Singapore under the common law doctrine of obligation. Civil liability provisions of the US federal and state securities law permit punitive damages against us, our Directors and executive officers. Singapore courts would not recognize or enforce judgments against us, our Directors and executive officers to the extent that the judgment is punitive or penal. It is uncertain as to whether a judgment obtained from the US courts under civil liability provisions of the federal securities law of the United States would be determined by the Singapore courts to be or not be punitive or penal in nature. Such a determination has yet to be made by any Singapore court. The Singapore courts will also not be quick to recognize or enforce a foreign judgment if the foreign judgment is inconsistent with a prior local judgment, contravenes public policy, or amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law. Cayman Islands courts will not enter judgments in original actions brought in US or Singapore courts based solely upon the civil liability provisions of the federal securities laws of the United States or Singapore law. However, where a judgment is obtained in a foreign court (other than certain judgments of a superior court of any state of the Commonwealth of Australia), it will be recognized and enforced in Cayman Islands courts, without any re-examination of the merits, at common law, by an action commenced on the foreign judgment in the Grand Court of the Cayman Islands, if (i) it is final and conclusive, (ii) the foreign court had jurisdiction over the defendant according to Cayman Islands conflict of law rules, (iii) it is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief and (iv) it was neither obtained in a manner, nor is of a kind enforcement of which is contrary to, natural justice or the public policy of the Cayman Islands. PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION This offering document contains our audited consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012 and our unaudited interim consolidated financial statements as of and for the three months ended March 31, 2013. We have also included in this offering document our unaudited pro forma consolidated financial statements as of and for the year ended December 31, 2012 and the three months ended March 31, 2013. Our audited consolidated financial statements and unaudited interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting
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Standards Board (IASB). IFRS differs in certain respects from generally accepted accounting principles in certain other countries, including the United States. We have prepared and presented our unaudited pro forma consolidated financial statements based on our historical consolidated financial statements as of and for the year ended December 31, 2012 and the three months ended March 31, 2013, in order to illustrate our results of operations and cash flows for the year ended December 31, 2012 and the three months ended March 31, 2013 and our financial position as of December 31, 2012 and March 31, 2013 assuming, among other things, if completion of the acquisition of Tullow Bangladesh Ltd. (TBL) (as described in Note 2 to our unaudited pro forma consolidated financial statements) had occurred on January 1, 2012 and what our financial position as of December 31, 2012 and March 31, 2013 would have been if completion of the acquisition had occurred on December 31, 2012 and March 31, 2013. See Unaudited Pro Forma Consolidated Financial Information and Appendix OUnaudited Pro Forma Consolidated Financial Information for the Year Ended December 31, 2012 and the Three Months Ended March 31, 2013. Our unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to represent what our actual income statement, balance sheet or cash flow statement would have been, had the events which were the subject of the adjustments occurred on the relevant dates, nor does it purport to project our results of operations, financial position or cash flows for any future period or date. Moreover, the inclusion of our unaudited pro forma consolidated financial information does not provide any assurance that the completion of our proposed acquisition of TBL will occur in a timely manner or at all. See Risk FactorsRisks Relating to our Business and OperationsOur agreement to farm-in to G6/48 in Thailand and our acquisition of all outstanding shares in TBL may not be approved by the respective host governments. Our unaudited pro forma consolidated financial information does not include all of the information required for consolidated financial statements under IFRS and should be read in conjunction with our historical consolidated financial statements included elsewhere in this offering document. Further, our unaudited pro forma consolidated financial information was not prepared in connection with an offering registered with the SEC under the US Securities Act and consequently does not comply with the SECs rules on presentation of pro forma consolidated financial statements. We have prepared our consolidated financial statements and unaudited pro forma consolidated financial statements in US dollars. This offering document contains conversions of US dollar amounts into Singapore dollars solely for the convenience of the reader. Unless otherwise indicated, US dollar amounts in this offering document have been translated into Singapore dollars based on the exchange rate of S$1.26 = US$1.00, into Thai Baht based on the exchange rate of THB 30.67 = US$1.00 and into Rupiah based on the exchange rate of Rp 9,888 = US$1.00, each quoted by Bloomberg L.P. on the Latest Practicable Date. However, these translations should not be construed as representations that US dollar amounts have been, would have been or could be converted into Singapore dollars or Thai Baht or that Singapore dollar or Thai Baht amounts have been, would have been or could be converted into US dollars at those rates or any other rate or at all. See Exchange Rates and Exchange Controls for certain historical information on the exchange rates between US dollars and Singapore dollars. We have included the exchange rates quoted above in its proper form and context in this offering document. Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities and Futures Act, to the inclusion of the exchange rates quoted above and in Exchange Rates and Exchange Controls in this offering document and is thereby not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we, the Over-allotment Option Grantor and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters have taken reasonable actions to ensure that the above exchange rates have been reproduced in their proper form and context, neither we, the Over-allotment Option Grantor and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters nor any other party has conducted an independent review of the information or verified the accuracy of the contents of the relevant information. Certain numerical figures set out in this offering document, including financial data presented in millions or thousands and percentages, have been subject to rounding adjustments and, as a result, the totals of the data in this offering document may vary slightly from the actual arithmetic totals of such
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information. Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in Managements Discussion and Analysis of Financial Condition and Results of Operations are calculated using the numerical data in our consolidated financial statements or the tabular presentation of other data (subject to rounding) contained in this offering document, as applicable, and not using the numerical data in the narrative description thereof. NON-IFRS FINANCIAL MEASURES This offering document contains non-IFRS measures, including EBITDAX and EBITDA, that are not required by, or presented in accordance with, IFRS. Management uses these measures to measure operating performance and as a basis for strategic planning and forecasting. In addition, we present these non-IFRS measures because we believe that they and similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We believe that EBITDAX and EBITDA are useful to investors in evaluating our operating performance and our ability to incur and service our indebtedness because they:

are widely used by investors in the oil and gas industry to measure a companys operating performance before depreciation and amortization among other items, which can vary substantially from company to company depending upon accounting methods, book value of assets, capital structure and the method by which assets were acquired, among other factors; and help investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure from our operating structure.

EBITDAX is commonly defined as earnings before interest, tax, depreciation, depletion, and amortization and exploration expenses. EBITDA is commonly defined as earnings before interest, tax, depreciation, depletion and amortization expenses. We define EBITDA for our Company as earnings before finance costs, taxes, depreciation, depletion and amortization, impairment, derivatives gains or losses, reserve writedowns, assets retirement obligation accretion, non-cash share-based compensation and the fair value of net assets acquired and EBITDAX for our Company as EBITDA before geological and geophysical expenses and exploration expenses. EBITDAX, EBITDA and similar measures are used by different companies for differing purposes and are often calculated in ways that reflect the circumstances of those companies. In addition, EBITDAX and EBITDA are not standardized terms, hence, a direct comparison between companies using such terms may not be possible. They have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS. These nonIFRS measures are not measurements of our performance or liquidity under IFRS and should not be considered as alternatives to net income, operating profit or profit for the year or any other performance measures derived in accordance with IFRS or any other generally accepted accounting principles, or as alternatives to cash flow from operating, investing or financing activities. You should exercise caution in comparing EBITDAX or EBITDA as reported by us to EBITDAX or EBITDA of other companies. We present a reconciliation of each of the non-IFRS measures to the most directly comparable measure calculated and presented in accordance with IFRS in the sections headed Selected Consolidated Financial Information and Other Information and Summary Consolidated Financial Information and Other Information. CERTAIN RESERVES AND RESOURCES INFORMATION Unless otherwise indicated, the oil and gas reserves, contingent resources and prospective resources data presented in this offering document has been audited and certified at our request by Netherland, Sewell & Associates, Inc. (NSAI), an international oil and gas consultant, whose report on our petroleum reserves and resources is included in the section of this offering document as Appendix D Qualified Persons Report (the Qualified Persons Report). NSAI has prepared its estimates in accordance with the definitions and guidelines set forth in the 2007 Petroleum Resources Management System (the 2007 PRMS) approved by the Society of Petroleum Engineers.
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Petroleum accumulations presented herein may differ from those that might be estimated according to definitions used by other companies in the industry or the SEC. Information in this offering document that is derived or reproduced from the Qualified Persons Report is qualified in its entirety by reference to such report and you should refer to the Qualified Persons Report. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. This offering document contains data, such as contingent and prospective resources presented in accordance with 2007 PRMS standards, which the SECs guidelines would prohibit us from including in filings with the SEC. As presented in the 2007 PRMS, petroleum accumulations can be classified, in decreasing order of likelihood of commerciality, as reserves, contingent resources or prospective resources. Reserves are those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must further satisfy four criteria: they must be discovered, recoverable, commercial, and remaining (as of the evaluation date) based on the development project(s) applied. Reserves are further categorized in accordance with the level of certainty associated with the estimates and may be subclassified based on project maturity and/or characterized by development and production status. Proved reserves (1P) are those quantities of petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations; probable reserves (together with 1P, 2P) are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but more certain to be recovered than possible reserves; and possible reserves (together with 1P and 2P, 3P) are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than probable reserves. Contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingent resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. In the low estimate scenario of contingent resources (1C), the probability that the quantities of contingent resources actually recovered will equal or exceed the estimated amounts is at least 90.0 per cent.; in the best estimate scenario of contingent resources (together with 1C, 2C), the probability that the quantities of contingent resources actually recovered will equal or exceed the estimated amounts is at least 50.0 per cent.; and in the high estimate scenario of contingent resources (together with 1C and 2C, 3C), the probability that the quantities of contingent resources actually recovered will equal or exceed the estimated amounts is at least 10.0 per cent. Contingent resources are classified as Development Pending (Development Pending) when there is a discovered accumulation where project activities are ongoing to justify commercial development in the foreseeable future. The project is seen to have reasonable potential for eventual commercial development, to the extent that further data acquisition (e.g. drilling, seismic data) and/or evaluations are currently ongoing with a view to confirming that the project is commercially viable and providing the basis for selection of an appropriate development plan. The critical contingencies have been identified and are reasonably expected to be resolved within a reasonable time frame. Disappointing appraisal/evaluation results could lead to a re-classification of the project to On Hold or Not Viable status. Contingent resources are classified as Development Unclarified (Development Unclarified) when there is a discovered accumulation where project activities are on hold and/or where justification as a commercial development may be subject to significant delay. The project is seen to have potential for
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eventual commercial development, but further appraisal/evaluation activities are on hold pending the removal of significant contingencies external to the project, or substantial further appraisal and/or evaluation activities are required to clarify the potential for eventual commercial development. Development may be subject to a significant time delay. A change in circumstances such that there is no longer a reasonable expectation that a critical contingency can be removed in the foreseeable future, for example, could lead to a reclassification of the project to Not Viable status. Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. Prospective resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity. There should be at least a 90.0 per cent. probability that the quantities actually recovered will equal or exceed the low estimate of prospective resources, at least a 50.0 per cent. probability that the quantities actually recovered will equal or exceed the best estimate of prospective resources and at least a 10.0 per cent. probability that the quantities actually recovered will equal or exceed the high estimate of prospective resources. Unrisked prospective resources are estimated ranges of recoverable oil and gas volumes assuming their discovery and development and are based on estimated ranges of undiscovered in-place volumes. The estimates for risked resources are derived directly from the estimates for unrisked resources, incorporating a geologic risk assessment for each prospect, such risked resources do not incorporate a development risk assessment. Geologic risking of prospective resources addresses the probability of success for the discovery of a significant quantity of potentially moveable petroleum this risk analysis is conducted independent of estimations of petroleum volumes. Principal geologic risk elements of the petroleum system include (1) trap and seal characteristics, (2) reservoir presence and quality, (3) source rock capacity, quality, and maturity, and (4) timing, migration and preservation of petroleum in relation to trap and seal formation. Risk assessment is a highly subjective process dependent upon the experience and judgment of the evaluators and is subject to revision with further data acquisition or interpretation. Unless stated otherwise, prospective resource volumes presented in this offering document include both prospective resources associated both with prospects, which are those projects associated with a potential accumulation that is sufficiently well-defined to represent a viable drilling target, and leads, which are those projects associated with a potential accumulation that is currently poorly defined and requires more data acquisition and/or evaluation in order to be classified as a prospect. All gas and liquid volumes, cubic feet and barrels, in this offering document are presented in standard cubic feet and stock tank barrels, respectively. All volumes are measured at standard conditions, which are defined as 60 degrees Fahrenheit and one standard atmosphere. Where natural gas volumes have been converted to oil equivalent numbers, this has been done using a factor of 6,000 cubic feet of gas equaling one barrel of oil equivalent. PRESENTATION OF WORKING INTEREST Under certain fiscal regimes, the contractors net entitlement (or economic) share in oil and gas reserves or resources can be greater or less than its working interest (Working Interest) in a given period due to the deduction of government take payable to the applicable host government and other variables such as oil price, cost estimates and any unrecovered cost pools. For consistency, this offering document contains information on a Working Interest basis unless otherwise stated. EXPERT QUALIFICATIONS NSAI are independent petroleum engineers, geologists, geophysicists and petrophysicists that do not own an interest in the properties of our Company, are not employed on a contingent basis and are not officers or proposed officers of our Group or any holding or associated company of our Company. Furthermore, none of NSAIs staff or associates owns any shares or equity in our Company. NSAI was established in 1961 and has offices located at 4500 Thanksgiving Tower, 1601 Elm Street, Suite 4500, Dallas, Texas 75201, United States and Four Houston Center, 1221 Lamar Street, Suite
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1200, Houston, Texas 77010, United States. NSAI performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-2699 and has conducted reserves certifications, technical studies, economic evaluations and advisory work throughout the world. NSAIs report has been supervised by Mr. Scott Frost and Mr. Allen Evans. Mr. Frost and Mr. Evans do not have, nor do they expect to receive, any direct or indirect interest in the securities of our Company, our shareholders or our subsidiaries. Mr. Frost is a Licensed Professional Engineer in the States of Texas (No. 88738), is a member in good standing of the Society of Petroleum Engineers, and has over 30 years of practical experience in petroleum engineering, with over 25 years of experience in the estimation and evaluation of reserves. He graduated from Vanderbilt University in 1979 with a Bachelor of Engineering Degree in Mechanical Engineering and from Tulane University in 1984 with a Master of Business Administration Degree. Mr. Evans is a Licensed Professional Geoscientist in the State of Texas, Geology (No. 1286), is a member in good standing of the American Association of Petroleum Geologists, and has over 30 years of practical experience in petroleum engineering, with over 15 years of experience in the estimation and evaluation of reserves. He graduated from Old Dominion University in 1981 with a Bachelor of Science Degree in Geology and in 1987 with a Master of Science Degree in Geology. MARKET AND INDUSTRY INFORMATION Unless stated otherwise, market data used in this offering document are as of the Latest Practicable Date. Market data used in this offering document under the captions Summary, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations, and Business have been extracted from official and industry sources and other sources we believe to be reliable. Sources of these data, statistics and information include Wood Mackenzie Asia-Pacific Pte Limited (the Industry Consultant). We commissioned the Industry Consultant to prepare the market assessment of the upstream oil and gas industry in South Asia included as Appendix A to this offering document. The Industry Consultant has advised us that the statistical and graphical information contained herein under Appendix A Industry Overview has been drawn from its databases and other sources. The Industry Consultant advises that its forecasts should be regarded as indicative assessments of possibilities rather than absolute certainties, and that the process of making forecasts involves assumptions in respect of a considerable number of variables which are acutely sensitive to changing conditions, variations in any one of which may significantly affect the outcome. The Industry Consultant advises that while it has made certain assumptions with careful consideration of factors known as of the date of this offering document, prospective investors should consider the risk that any of the assumptions may be incorrect or incomplete. The Industry Consultant advises further that the section headed Appendix AIndustry Overview contains significant volumes of information which are derived from third-party sources, and that while the Industry Consultant believes that such thirdparty sources are reliable, the Industry Consultant does not warrant or represent that such information is accurate or correct. The Industry Consultant accepts liability only to the extent of any error or omission from, or a false or misleading statement in, its section and information derived from its section, and does not accept liability for any omission or statement in any other part of this offering document. The Industry Consultant is an independent company that carries out business research for the upstream oil and gas industry from time to time. Its market analysis, surveys and forecasts are used by many of the worlds upstream oil and gas industry companies, financial institutions and government departments. It has coverage in more than 120 countries, and has an understanding of the reserves, production profiles and costs of fields, of fiscal models and industry trends and of investment opportunities. The Industry Consultant (or any of its directors, officers, employees or affiliates) may, to the extent permitted by law, own or have a position in the securities of (or options, warrants or rights with respect to, or interest in, the shares or other securities of) the Company.
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The Industry Consultant is aware of, and has consented to, the inclusion of its names and report in this offering document. The data, statistics and information under the captions Summary, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations, and Business have been accurately reproduced and, as far as we are aware and are able to ascertain from information published or provided by the Industry Consultant, no facts have been omitted that would render the reproduced information, data and statistics inaccurate or misleading. Reports and industry publication generally state that the information that they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of that information is not guaranteed. Although we believe the information that the Industry Consultant supplied is reliable, we, and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters and our and their affiliates and advisors, have not independently verified and make no representation regarding the accuracy and completeness of this information. Similarly, internal surveys, industry forecasts and market research, which we believe to be reliable, have not been independently verified, and neither the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters nor us makes any representation as to the accuracy or completeness of this information. CERTAIN DEFINED TERMS AND CONVENTIONS In this offering document, references to our Company are to KrisEnergy Ltd. and, unless the context otherwise requires, the terms we, us, our and our Group refer to KrisEnergy Ltd. and its subsidiaries taken as a whole. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall include corporations. In this offering document, references to S$, Singapore dollar or Singapore cent are to the lawful currency of the Republic of Singapore, references to US$, United States dollar or US dollar are to the lawful currency of the United States of America, references to Indonesian Rupiah, Rupiah or Rp are to the lawful currency of the Republic of Indonesia, references to Thai Baht, Baht or THB are to the lawful currency of the Kingdom of Thailand, references to Cambodian Riel and Riel are to the lawful currency of the Kingdom of Cambodia, references to Vietnamese Dong and Dong are to the lawful currency of the Socialist Republic of Vietnam and references to Taka are to the lawful currency of the Peoples Republic of Bangladesh. Unless the context requires otherwise, references to the Indonesian Governments Special Work Unit for Upstream Oil and Gas Activities (SKK Migas), which came into existence upon the issuance Presidential Regulation No. 9 of 2013 regarding the Management of Upstream Oil and Gas Activities (PR 9/2013) to take over the former functions and duties of the Implementing (Executive) Body for Upstream Oil and Gas Business Activities known as Badan Pelaksana Kegiatan Hulu Minyak dan Gas Bumi (BP Migas), include BP Migas in its former capacity as the Indonesian regulator of upstream oil and gas activities. We hold a non-operated Working Interest in Block A in Cambodia. We acquired a 25.0 per cent. Working Interest in Block A from Chevron in 2009. On November 15, 2011, the Cambodian National Petroleum Authority (the CNPA) announced its intention to exercise its right to take a five per cent. interest in the contract area, as a result of which our interest in Block A will be reduced from 25.0 to 23.75 per cent. We are still in negotiations with the CNPA regarding the final terms of their acquisition. For purposes of reserve and resource estimates and the Qualified Persons Report prepared by NSAI, we calculate figures assuming a 23.75 per cent. Working Interest. However, we have assumed a Working Interest of 25.0 per cent. until the CNPAs completion of the exercise of its option for accounting purposes including in our audited and unaudited financial statements presented in this offering document and figures contained in this offering document derived from our financial statements, as well as the financial information presented in Managements Discussion and Analysis of Financial Condition and Results of Operations. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding.
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The information on our website or any website directly or indirectly linked to our website or the websites of any entities in which we may have an interest is not incorporated by reference into this offering document and should not be relied on. References to our management and Directors are to the management and Directors of our Company; references to our Articles are to the Memorandum of Association and Articles of Association of our Company; and references to our share capital in Share Capital and Shareholders and elsewhere are to the share capital of our Company. In addition, unless we indicate otherwise, all information in this offering document assumes that (i) the Stabilizing Manager has not exercised the Over-allotment Option; and (ii) no Offering Shares have been re-allocated between the International Offer and the Singapore Public Offer. The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act, Chapter 50 of Singapore (the Singapore Companies Act). Any reference in this offering document, and in connection with the Singapore Public Offer, the instructions booklet entitled Terms, Conditions and Procedures for Applications for and Acceptance of the Offering Shares in Singapore and the Application Forms to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any reference in this offering document, and in connection with the Singapore Public Offer, the instructions booklet entitled Terms, Conditions and Procedures for Applications for and Acceptance of the Offering Shares in Singapore and the Application Forms to Shares being allotted to an applicant includes allotment to The Central Depository (Pte) Limited (CDP) for the account of that applicant. References to the Latest Practicable Date in this offering document are to June 17, 2013, which is the latest practicable date prior to the lodgment of this offering document with the Authority. Certain Cambodian, Indonesian, Thai, and Vietnamese names and characters, such as those of entities, properties, cities, governmental and regulatory authorities, laws and regulations and notices, have been translated into English or from English names and characters, solely for your convenience, and such translations should not be construed as representations that the English names actually represent the Cambodian, Indonesian, Thai, and Vietnamese names and characters or (as the case may be) that the Cambodian, Indonesian, Thai, and Vietnamese names actually represent the English names and characters. Any reference to dates or times of day in this offering document, and in connection with the Singapore Public Offer, the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore, the Application Forms and, in relation to the Electronic Applications, the instructions appearing on the screens of the ATMs or the relevant pages of the internet banking websites of the relevant Participating Banks, are to Singapore dates and times unless otherwise stated. Any reference in this offering document, the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore, the Application Forms and, in relation to the Electronic Applications, the instructions appearing on the screens of the ATMs or the relevant pages of the internet banking websites of the relevant Participating Banks, to any statute or enactment is to that statute or enactment as amended or re-enacted. Any word defined in the Securities and Futures Act, the Singapore Companies Act, or any statutory modification thereof and used in this offering document has the meaning ascribed to it under the Securities and Futures Act, the Singapore Companies Act or any statutory modification thereof, as the case may be, unless otherwise indicated. Unless otherwise defined, terms used in this offering document shall have the meanings set forth in Appendix RDefinitions.
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CORPORATE INFORMATION Company .......................... Directors .......................... KrisEnergy Ltd. John William Gervase Honeybourne (Non-Executive NonIndependent Chairman) Koh Tiong Lu John (Lead Non-Executive Independent Director) Keith Gordon Cameron (Executive Director and Chief Executive Officer) Christopher Gibson-Robinson (Executive Director) Richard Allan Lorentz Jr. (Executive Director) Brooks Michael Shughart (Non-Executive Non-Independent Director) Choo Chiau Beng (Non-Executive Non-Independent Director) Loh Chin Hua (Non-Executive Non-Independent Director) Duane Carl Radtke (Non-Executive Independent Director) Jeffrey Saunders MacDonald (Non-Executive Independent Director) Tan Ek Kia (Non-Executive Independent Director) Kelvin Tang, (LLB (Hons)) Jennifer Lee (Fellow Member of the Institute of Chartered Secretaries and Administrators) Company Registration Number ...... ...................... Registered Office ................. 231666 Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands Telephone number: +1 345 943 3100 Facsimile number: +1 345 945 4757 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 Telephone number: +65 6838 5430 Facsimile number: +65 6538 3622 KrisEnergy Holdings Ltd. 190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands M&C Services Private Limited 138 Robinson Road #17-00 The Corporate Office Singapore 068906

Joint Company Secretaries ......

Registered Office in Singapore .........................

Grantor of the Over-allotment Option ....... ......................

Share Transfer Agent ............

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Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters ......................

CLSA Singapore Pte Ltd 80 Raffles Place #18-01 UOB Plaza 1 Singapore 048624 Merrill Lynch (Singapore) Pte. Ltd. 50 Collyer Quay #14-01 OUE Bayfront Singapore 049321

Singapore Public Offer Coordinator .......................

Oversea-Chinese Banking Corporation Limited 63 Chulia Street OCBC Centre East #03-02 Singapore 049514 CLSA Singapore Pte Ltd 80 Raffles Place #18-01 UOB Plaza 1 Singapore 048624

Stabilizing Manager ..............

Legal Adviser to our Company as to Singapore Law, US Federal Securities Law and New York Law .........................

Clifford Chance Pte Ltd 12 Marina Boulevard, 25th Floor Marina Bay Financial Centre Tower 3 Singapore 018982

Legal Adviser to the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters as to Singapore Law .............

Allen & Gledhill LLP One Marina Boulevard #28-00 Singapore 018989

Legal Adviser to the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters as to US Federal Securities Law and New York Law ........

Latham & Watkins LLP 9 Raffles Place #42-02 Republic Plaza Singapore 048619 Syed Ishtiaq Ahmed & Associates Concord Ovilash (1st Floor) House No. 62, Road No. 11A Dhanmondi Dhaka 1209 Bangladesh

Legal Adviser to our Company as to Bangladesh Law ............

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Legal Adviser to our Company as to British Virgin Islands Law and Cayman Islands Law ........

Walkers (Singapore) Limited Liability Partnership 3 Church Street #16-02 Samsung Hub Singapore 049483 Khmer Intellectual Law Firm #63, St. 592 Phnom Penh, Cambodia In commercial association with: KCP (Cambodia) Ltd. #35-37, Street 214 Unit B4, 1st Floor CBM Building Phnom Penh, Cambodia

Legal Adviser to our Company as to Cambodian Law ............

Legal Adviser to our Company as to Dutch Law ..................

Clifford Chance LLP Droogbak 1A, 1013 GE Amsterdam The Netherlands Makarim & Taira S. Summitmas I, 16th & 17th floors Jl. Jend. Sudirman Kav. 61-62 Jakarta 12190 Indonesia Walkers Walker House, PO Box 72, 28-34 Hill Street, St Helier, Jersery JE4 8PN, Channel Islands Chandler and Thong-ek Law Offices Limited 7th-9th Floor, Bubhajit Building 20 North Sathon Road Bangkok 10500 Thailand Vietnam International Law Firm Kumho Asiana Plaza Saigon Suite 4.4 39 Le Duan Street Ho Chi Minh City Vietnam Ernst & Young LLP Public Accountants and Certified Public Accountants One Raffles Quay North Tower, Level 18 Singapore 048583 Partner-in-charge: Toong Weng Sum, Vincent (a member of the Institute of Certified Public Accountants of Singapore)
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Legal Adviser to our Company as to Indonesian Law .............

Legal Adviser to our Company as to Jersey Law ..................

Legal Adviser to our Company as to Thai Law ....................

Legal Adviser to our Company as to Vietnamese Law ............

Independent Auditors ............

Receiving Bank ...................

Oversea-Chinese Banking Corporation Limited 63 Chulia Street OCBC Centre East #03-02 Singapore 049514 Royal Bank of Scotland One Raffles Quay South Tower Singapore 048583 Wood Mackenzie Asia-Pacific Pte Limited 3 Church Street #29-01 Samsung Hub Singapore 049483 Netherland, Sewell & Associates, Inc. 4500 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201 United States

Principal Bankers .................

Industry Consultant ..............

Qualified Person ..................

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SUMMARY This summary highlights information contained elsewhere in this offering document and may not contain all of the information that may be important to you, or that you should consider before deciding to invest in the Offering Shares. You should read this entire offering document, including, among others, our financial statements and related notes and the section entitled Risk Factors, before making a decision to invest in the Offering Shares. OVERVIEW We are an independent upstream company focused on the exploration, development and production of oil and gas in Southeast Asia. We were established in 2009 by our founders, who previously created and built Pearl Energy, a Southeast Asian oil and gas producer and explorer. Leveraging our expertise in Southeast Asia, and coupled initially with the backing of funds affiliated with First Reserve Management L.P. (together with its affiliated funds, First Reserve), we embarked on a focused strategy of acquiring assets in countries and basins where our founders and technical team have extensive knowledge and experience, with the commitment to build a leading oil and gas exploration and production company in Southeast Asia. Our target focus area stretches from the Surma Basin in Bangladesh in the west to the Papuan Basin in the east, and from offshore southern China in the north to Indonesia in the south. Our founders have attracted experienced individuals to key roles in our management and technical teams, many of whom they had worked with for many years previously. We recognize the value of local presence in our areas of operation, and while we will continue to maintain our operational headquarters in Singapore, we have staffed offices in Bangkok, Jakarta and Ho Chi Minh City, and assuming the completion of our acquisition of TBL, we will have a staffed office in Dhaka as well. We believe our familiarity with these areas has allowed us to identify skilled industry professional and technical staff to run these offices and to quickly and efficiently respond to business opportunities. Our initial strategy is still in place today as we continue to grow. Since inception, we have built a portfolio of oil and gas assets that now encompasses 14 contract areas, of which we operate six, in four countries and spans the entire upstream life cycle of exploration, appraisal, development and production. These assets provide a solid foundation from which we can grow our business in Southeast Asia and beyond. In April 2013, we signed a sale and purchase agreement (SPA) to acquire TBL and its assets in Bangladesh, including a 30.0 per cent. Working Interest in, and operatorship of, Block 9, which contains a producing gas field onshore Bangladesh, and in March 2013, we signed an agreement to acquire a 30.0 per cent. Working Interest in, and operatorship of, G6/48 in the Gulf of Thailand, each of which is currently pending government approvals. If our acquisition of TBL and our farm-in to G6/48 are completed, our portfolio will encompass 16 contract areas, of which we will operate eight, in five countries. We have two producing oil and gas assets in the Gulf of Thailand and have signed the SPA to purchase TBL in Bangladesh, which holds an upcoming interest in a producing gas field. We also have an oil and gas producing asset in offshore North Sumatra in Indonesia which we intend to relinquish shortly after this Offering. We are developing reserves in one contract area in the Gulf of Thailand, have six further contract areas in the Gulf of Thailand, including G6/48 for which we are awaiting government approval for our farm-in, the East Java Sea and the Makassar Strait with Development Pending resources, and have one contract area in the Makassar Strait with Development Unclarified resources. There are numerous exploration prospects in our contract areas. We are also exploring for oil and gas in multiple locations within our remaining four exploration contract areas, located offshore in the Malacca Strait, Gulf of Tonkin and South China Sea, and onshore in West Papua, Indonesia. Based on the Qualified Persons Report as of December 31, 2012:

our certified proved plus probable Working Interest reserves, referred to as 2P reserves amounted to 17.16 mmboe (31.70 mmboe assuming the completion of our acquisition of TBL);
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our certified best estimate Working Interest contingent resources, referred to as 2C resources, amounted to 40.72 mmboe (44.65 mmboe assuming the completion of our acquisition of TBL and our farm-in to G6/48); and our certified best estimate Working Interest unrisked prospective resources amounted to 1,469.6 mmboe (1,484.5 mmboe assuming the completion of our acquisition of TBL and our farm-in to G6/48).

Our three producing contract areas are B8/32 and B9A, both offshore in the Gulf of Thailand, and the Glagah-Kambuna TAC, offshore North Sumatra in Indonesia, which we intend to relinquish shortly after this Offering. See BusinessOur Contract AreasOther Activities and InterestsGlagahKambuna TAC, Offshore North Sumatra, Indonesia. For the three months ended March 31, 2013, our Working Interest share of oil and natural gas production from these areas averaged approximately 1,590 bopd and 8.1 mmcfd, or 2,947 boepd. In addition, assuming the completion of our acquisition of TBL, our pro forma average Working Interest production from Block 9 would have been 77 bopd and 25.5 mmcfd, or 4,328 boepd, and our total pro forma average Working Interest production in the first quarter of 2013 would have been 7,275 boepd. The rationale for the acquisition of our Working Interests in our producing contract areas is to provide us with stable cash flow and a solid foundation which we can leverage to pursue exploration in, and the development of, our other assets and the acquisition of further attractive contract areas. In G11/48 in the Gulf of Thailand, the Nong Yao oil field is currently under development. Our Working Interest 2P reserves for the Nong Yao field are estimated at 3.78 mmbo. The Environmental Impact Assessment (EIA) and the Production Area Application (PAA) were submitted to the Thai authorities and regulators in the third quarter of 2012 and were approved in October and November 2012, respectively, and we expect first production from the field in the second half of 2014. Six of our contract areas, including G6/48, for which we are awaiting government approval for our farm-in, contain discoveries that are classified as Development Pending resources. G10/48, in the Gulf of Thailand, contains the Wassana and Niramai oil discoveries, with our Working Interest of 2C resources estimated at 3.39 mmbo and 1.23 mmbo, respectively as of December 31, 2012. We expect the Wassana field to achieve first production in the first half of 2015. G6/48, also in the Gulf of Thailand, contains the Rossukon oil discovery, with our Working Interest of 2C resources as of December 31, 2012 estimated at 2.51 mmbo, assuming the completion of the farm-in. Block A offshore Cambodia in the Gulf of Thailand contains the Apsara oil field with our Working Interest of 2C resources as of December 31, 2012 estimated at 2.04 mmbo. In Indonesia, our Working Interest of 2C resources in the Lengo gas discovery in the Bulu PSC, the East Lengo gas discovery in the East Muriah PSC and the Dambus/Mangkok gas discoveries in the Kutai PSC as of December 31, 2012 are estimated at 16.08 mmboe, 1.64 mmboe and 6.94 mmboe, respectively. In addition, the Tanjung Aru PSC in Indonesia, along with Block 9, G11/48, G10/48 and Block A, contains additional contingent resources currently classified as Development Unclarified. Our Working Interest of 2C resources in those discoveries as of December 31, 2012 are estimated at 9.40 mmboe in the aggregate (10.82 mmboe assuming the completion of our acquisition of TBL). We have a strong background in exploring for oil and gas and a successful track record in the discovery of hydrocarbons. We continue to use this expertise to build a diverse portfolio of exploration assets that will provide us with further growth opportunities. Third-party independent assessment of our exploration assets estimates that our portfolio holds a best estimate total Working Interest volume of 1,469.6 mmboe of unrisked oil and gas prospective resources (1,484.5 mmboe assuming the completion of the acquisition of TBL and our farm-in to G6/48) in 46 prospects and 54 leads. All of our current contract areas (with the exception of the Glagah-Kambuna TAC, which we intend to relinquish shortly after this Offering) hold exploration prospects, and a key part of our strategy is to exploit the potential of our prospective resources over the coming years. These exploration opportunities are largely independent of one another, which helps ensure that the outcome of drilling
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individual wells does not affect the prospectivity of the remaining opportunities. We expect to participate in the drilling of up to five exploration wells in 2013 and up to 13 exploration wells in 2014. Since our inception, we have been a party to 26 exploration wells, of which 17 encountered oil and/or gas, and we are moving ahead with the development of three oil fields and the appraisal of three gas discoveries for near-term development. In April and May 2013, we drilled, as operator, the Lengo-2 appraisal well in the Bulu PSC offshore Indonesia which commenced the production of gas at 21 mmcfd. While the exploration for oil and gas carries various degrees of risk, we work to manage this risk by targeting our efforts to the most advantageous opportunities. We intend to retain and grow a large exploration portfolio over the coming years and use our expertise in this area to drive growth. We intend, in due course, to participate in the development of petroleum discoveries in our contract areas with a view to establishing ourselves as a leading oil and gas explorer and producer in Asia. In addition, we plan to continue to secure additional oil and gas assets and, at the same time, to actively manage our existing portfolio. Active management may, depending on the circumstances that exist at the time, include divestments, acquisitions, farm-ins, farm-outs, relinquishments and exchanges of interests. Our growth strategy is reflected in our latest acquisition target, Block 9 onshore Bangladesh, for which we signed a SPA for all of the outstanding shares of TBL on April 8, 2013. Bangladesh marks a new country entry for us and we believe it is essentially aligned geologically with our focus area of tertiary basin systems in Southeast Asia. Certain members of our new ventures team have been studying opportunities in Bangladesh since 2005 and are familiar with the subsurface as well as the operating and commercial environment. The acquisition, which is pending completion, fits with our strategy of achieving sustainable growth: the Bangora gas field is a long-life producing asset providing positive cash flow into the future; the block contains exploration upside; and the experienced team of professionals already on the ground provides a solid basis to build the business going forward. As we grow our Company, we are committed to managing environmental, health, safety and security (EHSS) matters and assuring the EHSS integrity of our processes and facilities as an integral part of our business. We do so by implementing the KrisEnergy Safety Management System (SMS). As part of our SMS, we have achieved the OHSAS 18001 accreditation from SGS International Certification Services in Singapore and we are undertaking steps in our regional offices to achieve this level of certification. We are also in the process of implementing the appropriate measures to achieve ISO 14001 accreditation from the United Kingdom Accreditation Service.

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Notes: * Drop size is not indicative of reserve/resource potential # Certain of our contract areas contain multiple categories of reserves and resources and, accordingly appear more than once in the above chart. We intend to relinquish the Glagah-Kambuna TAC shortly after this Offering. (1) Acquisition and transfer of operatorship pending host government approvals (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Bangladesh Oil, Gas and Mineral Corporation (Petrobangla). The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

The following table sets forth certain information regarding our oil and gas assets as of the date of this offering document. For the details of entities holding the respective oil and gas assets, see Corporate Structure and OwnershipCorporate Structure.
Location Cambodia Block A(2) Indonesia Bulu East Muriah East Seruway Glagah-Kambuna TAC(5) Kutai Tanjung Aru Udan Emas Thailand B8/32 & B9A G10/48(7) G11/48(9) Vietnam Block 105 Block 120 Gulf of Thailand East Java Sea East Java Sea Malacca Strait Malacca Strait Makassar Strait Makassar Strait West Papua Gulf of Thailand Gulf of Thailand Gulf of Thailand Gulf of Tonkin South China Sea Offshore / Onshore Offshore Offshore Offshore Offshore Offshore On/Offshore Offshore Onshore Offshore Offshore Offshore Offshore Offshore Gross Area (sq. km) 4,709 697 3,751 5,865 380 1,533(6) 4,191 5,396 2,072 4,696(8) 6,791 7,192 8,574 Our Interest (per cent.) 23.75 42.5 50.0 100.0 25.0 54.6 43.0 100.0 4.6345 25.0 25.0(10) 25.0 25.0 Status(1) Development Pending and Development Unclarified(3)(4) Development Pending(3) Development Pending(3) Exploration Production Development Pending(3) Development Unclarified(4) Exploration Production Development Pending and Development Unclarified(3)(4) Development and Development Unclarified(4) Exploration Exploration Operator Chevron KrisEnergy KrisEnergy KrisEnergy Salamander Energy KrisEnergy KrisEnergy KrisEnergy Chevron Mubadala Mubadala Eni Eni

Notes: (1) Each of our contract areas, with the exception of the Glagah-Kambuna TAC which we intend to relinquish shortly after this Offering, also holds exploration prospects and leads. (2) Resources associated with Platform A within Block A are classified as Development Pending, and resources associated with Platform B and Platform C within Block A are classified as Development Unclarified. (3) For an explanation of Development Pending, see Certain Reserves and Resources Information, Appendix DQualified Persons Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources. (4) For an explanation of Development Unclarified, see Certain Reserves and Resources Information, Appendix DQualified Persons Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources. (5) We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. (6) On March 28, 2013, the Indonesian authorities approved the relinquishment of approximately 1,299 sq. km of the Kutai PSC to a remaining area of approximately 1,532.5 sq. km. A final relinquishment to 944 sq. km has been postponed until 2014. (7) Resources associated with the Wassana and Niramai discoveries within G10/48 are classified as Development Pending, and resources associated with the Mayura discovery within G10/48 are classified as Development Unclarified. (8) On May 17, 2013, the Thai authorities approved the extension of the exploration period for G10/48 from December 8, 2012 until December 7, 2015 and we relinquished 25.0 per cent. of the original gross acreage of the contract area to 4,696 sq. km. (9) The Nong Yao field within G11/48 is under development, and resources associated with the Angun/Mantana discoveries within G11/48 are classified as Development Unclarified. (10) In April 2013, a Thai participant notified us of its intention to exercise its 10.0 per cent. option in G11/48. If the Thai participants exercise of its option is completed, we will have a remaining 22.5 per cent. interest in the contract area. See BusinessOur Contract AreasContract Areas under DevelopmentG11/48, Gulf of Thailand.

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The following table sets forth certain information regarding our oil and gas assets which are pending government approval as of the date of this offering document. See Risk FactorsRisks Relating to our Business and OperationsOur agreement to farm-in to G6/48 in Thailand and our acquisition of all outstanding shares in TBL may not be approved by the respective host governments. For the details of entities holding the respective oil and gas assets which are pending government approval, see Corporate Structure and OwnershipCorporate Structure.
Offshore / Onshore Onshore Offshore Gross Area (sq. km) 1,770 566(4) Our Interest (per cent.) 30.0 30.0

Location Bangladesh Block 9(1) Thailand G6/48(2) Bangladesh Gulf of Thailand

Status(1) Production Development Pending(5)

Operator KrisEnergy KrisEnergy

Notes: (1) Each of the above contract areas also holds exploration prospects and leads. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). See Business Our Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. Block 9 contains 2P reserves associated with the Bangora gas field and 2C resources associated with the Lalmai gas discovery. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand. (4) On May 17, 2013, the Thai authorities approved the extension of the exploration period for G6/48 from January 8, 2013 until January 7, 2016 and we relinquished 25.0 per cent. of the original gross acreage of the contract area to 566 sq. km. The Qualified Persons Report is dated as at December 31, 2012 and therefore notes the area of G6/48 before relinquishment. (5) For an explanation of Development Pending, see Certain Reserves and Resources Information, Appendix DQualified Persons Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources.

Our Strengths Our vision is to be a leading independent oil and gas exploration and production company in Asia and the employer of choice and preferred partner for governments and other upstream companies. Since acquiring our first assets in November 2009, we have built a portfolio of 14 contract areas positioned across the exploration and production life cycle in four countries, Cambodia, Indonesia, Thailand and Vietnam, and we are pending completion on two additional contract areas, in Thailand and Bangladesh. We believe that our portfolio of contract areas positions us to benefit from the increasing demand for oil and gas in China, India and South and Southeast Asia due to economic development in these areas. Our management team has long standing experience and a proven track record in the region and our experienced shareholders and partners provide us with expertise and resources that complement our business. Experienced team with an established track record of success in managing a listed exploration and production company Keith Cameron, Chris Gibson-Robinson and Richard Lorentz (together, our Founders), each has more than 25 years of oil and gas experience in Southeast Asia, with proven track records and reputations for value creation within the upstream oil and gas industry. Our Founders are dedicated to building a sustainable and disciplined oil and gas company. Most of our management team and senior technical staff have at least 20 years of experience within the oil and gas industry in Southeast Asia and a proven track record of increasing production and reserves by exploration and discovery, and bringing development assets, both onshore and offshore, into production efficiently and in a cost effective manner. As well as having an established track record in Southeast Asia, our Founders and the majority of our management team and senior technical staff have worked together since 1997, in Gulf Indonesia Resources Ltd. and subsequently, during the establishment, listing and divestment of Pearl Energy. We believe that this provides us with a workplace culture and synergy that is a key to our success and that
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it enables us to review opportunities efficiently and act decisively once opportunities arise. The success of this team is proven by Pearl Energys track record of creating shareholder value under this teams leadership. For example, Pearl Energy priced its IPO on the SGX-ST in April 2005 at S$0.70 per share, with a market capitalization of approximately US$240 million, and in May 2006 was taken over by Aabar Petroleum Investments Company PJSC (Aabar) with a cash offer of S$1.95 per share, an approximate valuation of S$865 million (US$534 million, assuming an exchange rate of US$1.00 = S$1.62, being the closing exchange rate on March 30, 2006, being the date of the announcement of the transaction), and subsequently acquired in 2008 for approximately US$833 million. Under our Founders leadership, Pearl Energy increased net production from approximately 5,000 boepd in 2003 to more than 20,000 boepd in 2008, largely driven by the development of the Jasmine field in Thailand, which produced first oil 17 months after Pearl Energys acquisition of the field and achieved cumulative production of over 17 mmboe in its first three years of operation. Multi-asset balanced portfolio across the entire oil and gas exploration and production life cycle We have a diversified multi-asset, balanced portfolio of 14 contract areas in four countries (16 contract areas in five countries upon completion of our acquisition of TBL and our farm-in to G6/48) across the production, development, appraisal and exploration life cycle. This portfolio provides a balanced mix of assets by allowing us to capitalize upon the cash flow generation from our producing assets in order to fund development and exploration activities and evaluate our exploration upside potential. In particular, we have three producing assets, B8/32 and B9A in the Gulf of Thailand and the GlagahKambuna TAC offshore North Sumatra in Indonesia which we intend to relinquish shortly after this Offering. In April 2013 we signed the SPA to purchase TBL, which assuming completion of the transaction, will provide us with a fourth producing asset, Block 9 onshore in Bangladesh. As of December 31, 2012, we have Working Interest 2P reserves of approximately 13.38 mmboe in producing contract areas, and assuming the completion of our acquisition of TBL, our pro forma 2P Working Interest reserves in producing contract areas (including Block 9) would have been 27.93 mmboe. We believe that these contract areas provide us with a stable cash flow and a solid foundation of assets, which we can leverage to pursue exploration in, and the development of, our other assets and the acquisition of further attractive contract areas. We also hold 3.78 mmbo in Working Interest 2P reserves associated with our interest in the Nong Yao oil development in G11/48 in the Gulf of Thailand. We expect first production in G11/48 to occur in the second half of 2014. We hold interests in six contract areas, including G6/48 for which we are awaiting government approval for our farm-in, with Development Pending resources. For G10/48 in the Gulf of Thailand and Block A offshore Cambodia, if we receive relevant government approvals and joint operation final approvals, our 2C resources associated with the Wassana development and Apsara first platform development projects in these contract areas, which were 5.44 mmboe in aggregate as of December 31, 2012, will be reclassified as reserves. We believe that the development of these contract areas, along with G11/48, which is currently in development, will increase our reputation and strength in Thailand and Cambodia and provide us with further cash flow and a greater ability to develop our portfolio, in particular the Bulu, East Muriah, and Kutai PSCs, in which we have 2C resources totaling 24.65 mmboe as of December 31, 2012. Our Working Interest share of the 2C resources associated with the Rossukon oil discovery in G6/48, for which we are awaiting approval for our farm-in, is 2.51 mmboe as of December 31, 2012. In addition, the Tanjung Aru PSC, along with G10/48, G11/48, Block A and Block 9, contains discoveries classified as Development Unclarified contingent resources and require additional exploration and/or appraisal to verify commerciality. Our Working Interest of 2C resources in the
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Development Unclarified category totalled 9.40 mmboe as of December 31, 2012 (10.82 mmboe assuming the completion of our acquisition of TBL). We also have an exploration inventory of 1,469.6 mmboe (best estimate) as of December 31, 2012 (1,484.5 mmboe assuming the completion of our acquisition of TBL and farm-in to G6/48) of Working Interest unrisked prospective resources for potential discovery and future development. All of our contract areas contain exploration prospects and leads (with the exception of the Glagah-Kambuna TAC, which we intend to relinquish shortly after this Offering), which will provide further growth opportunities for our Company in the future. Geographical diversity with core area focus Including our acquisition of TBL in Bangladesh (which is pending approval from the Bangladesh Government and Petrobangla) which holds an operating interest in Block 9, our contract areas are focused in seven core areas stretching from the Surma Basin in Bangladesh in the west to the Papuan Basin in the east, and from offshore southern China in the north to Indonesia in the south. Thailand, Indonesia and Vietnam are three of the top four oil and gas producing countries in Southeast Asia. With Block A offshore Cambodia, we are one of the first oil and gas exploration and production companies active in Cambodia, which we believe positions us favorably to capture anticipated growth in the Cambodian market. Each of our assets is rigorously selected based on in-depth knowledge derived from our management teams long-standing experience within Asian basins. This focus in our core areas creates an operating niche for our management and technical teams, who possess a deep understanding of the geology and complexities of the regional basins, long-standing experience with governments and regulatory authorities and deep-seated ties to potential partners in the region. This provides positive operational implications such as the transfer of skills and knowledge, which we also believe will provide us with a competitive advantage in securing the rights to contract areas. Due to this regional expertise, we are approached regularly by government agencies and potential partners with possible business opportunities. In addition to the experience and track record of our Founders, our management team and senior technical staff, we are dedicated to maintaining an on-the-ground presence in the countries in which we have assets. To this end, we have opened offices in Indonesia, Thailand and Vietnam, in addition to our headquarters in Singapore, and we intend to establish offices in any country in which we obtain a significant presence. In Bangladesh, our corporate acquisition of TBL, when completed, will provide a fully operational independent office in Dhaka with a team of experienced national professionals and a full complement of operational staff at the field location. By maintaining local offices in these countries, we believe that we are able to respond quickly and efficiently to business opportunities that arise in these areas, which provides us with a significant competitive advantage over many of our peers that maintain their primary offices outside of Asia. Moreover, we largely employ local technical and professional staff in these countries, which we believe provides us with valuable knowledge of the regional geology, business culture and regulatory environment in these countries. We intend to leverage off this regional experience going forward by focusing our efforts on basins in Southeast Asia, which, due to similarities in regional geology, we consider to stretch from Bangladesh in the west to Papua New Guinea in the east. Continuing to focus primarily on our core region will allow us to maximize the value of our knowledge of the region and provide us with a stable operating base should we decide to pursue opportunities elsewhere. Well positioned to leverage on the strong demand growth for oil and gas in Asia The Industry Consultant forecasts that global oil demand would reach 29,789 mmboe by 2018, 2,063 mmboe higher than in 2013, with demand for oil in the Asia-Pacific region far surpassing the increase in demand from any other region both volumetrically and in terms of growth rate. The Industry Consultant forecasts an average growth rate in demand for oil in the Asia-Pacific region of 2.5 per
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cent. per year from 2013 to 2018, and an average growth rate in demand for natural gas in the AsiaPacific region of 6.9 per cent. per year from 2013 to 2018. Regionally in Southeast Asia, the Industry Consultant forecasts domestic oil and gas demand to rise, with oil demand in Southeast Asia expected to reach 1,837 mmbo in 2018, a 2.8 per cent. average annual increase from 2013, and gas demand expected to reach 1,081 mmboe in 2018, a 4.1 per cent. average annual increase from 2013. We believe that our portfolio ideally positions us to benefit from the increasing demand for oil and gas in Asia and Southeast Asia due to the economic development in these areas. See Appendix AIndustry Overview. Experienced and recognized Controlling Shareholders with expertise that is complementary to our business We expect to benefit from the expertise of First Reserve and Keppel Corporation Limited (Keppel), our indirect controlling shareholders (the Controlling Shareholders), who possess strong financial capabilities, industry experience, business relationships and corporate governance. First Reserve is a private equity investment firm with substantial investments in the energy industry. Keppel, which in 2012 became a strategic shareholder through a subscription of new shares by its wholly-owned subsidiary for an effective 20.0 per cent. shareholding in us, and on June 28, 2013 exercised its call option to increase its effective shareholding (excluding its Cornerstone Shares) in us to 36.0 per cent. Keppel is one of the worlds largest offshore marine groups with a global footprint across more than 30 countries. For more information on the call option, please see Share Capital and ShareholdersSignificant Changes in Capital of our Company. We expect to leverage on First Reserves and Keppels extensive network, relationships and technical expertise to capitalize on growth opportunities and strengthen our operational capabilities. See Share Capital and Shareholders. Experienced, well-respected partners Our contacts in the upstream oil and gas industry have allowed us to grow through carefully selected and screened opportunities from other energy companies and through various government license rounds. Additionally, we staff our Company with known and trusted oil and gas professionals, but importantly, we have also been able to recruit young and able professional staff to augment our organization and ensure a sustainable balance of talent to work our assets and allow us to maximize value. We conduct our activities in our license areas with well-respected global oil and gas players. Our partners include both large-scale national oil companies and international oil companies such as Chevron, Eni, PTT Exploration and Production Company Limited (PTTEP), Mitsui Oil Exploration Co. Ltd (MOECO) and Mubadala. These partners bring strong technical and operating capabilities, financial capacity for asset development, respective geographical focus, long-standing relationships with regulators and governments and opportunities for potential further cooperation. Partnering with these companies also helps us to ensure a high standard of corporate governance at our non-operated assets. Our objective is to be the partner of choice for such national and international oil companies. Chevron, which operates our B8/32 and B9A producing assets in the Gulf of Thailand, and our Block A development asset offshore Cambodia, is one of the worlds largest integrated oil companies and the largest operator of oil and gas assets in the Gulf of Thailand. Chevron supplies approximately two-fifths of Thailands oil and gas demand and in 2012 had a net average production of 67,000 bopd of crude oil and condensate and 1.1 bcfd of natural gas. In 2012, Chevron installed 12 wellhead platforms and drilled 325 development wells in the Pattani Basin.

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Our Strategy Our management has a successful track record of growing our asset portfolio and enhancing shareholder returns. Our management team has long-standing and proven experience in our focus basins across the Southeast Asian region and we believe that our technical and regional expertise provides us with significant growth opportunities through a number of means: developing our contingent resources, proving and developing our prospective resources, acquiring additional exploration areas and production assets and applying for new acreage through government bidding rounds or direct application, as permitted. Leverage on our significant technical and regional expertise Our management team and senior technical staff have extensive experience and local knowledge of the basins across the Southeast Asian region. Our geoscientists, engineers and operations specialists bring a deep understanding of the regions geology and operating complexities and are able to use this knowledge to identify new exploration, appraisal and development opportunities and execute projects efficiently and cost effectively. Furthermore, our management has over time developed strong working relationships with government agencies and these relationships play an important role in the development of our assets and the acquisition of rights over future oil and gas reserves. During the time that they have worked together in our Company, our management team and senior technical staff have successfully integrated our Cambodian, Indonesian, Thai and Vietnamese assets into our portfolio. In Indonesia, Thailand and Vietnam, we have opened local offices and recruited leading industry professionals with significant experience and relationships in these markets. To the extent that we identify opportunities in new markets, we will adopt a similar approach, seeking to match our own technical expertise with the recruitment of top quality local experts. Our proposed acquisition of TBL in Bangladesh in April 2013 will provide a fully operational office and team of professionals in situ reflecting our on-the-ground strategy once the transaction is granted government approval and is completed. Increase our production by developing discovered resources within our existing contract areas We hold Working Interests in contract areas in Cambodia, Thailand and Indonesia, which contain discovered but undeveloped oil and gas resources. The development of these resources provides an opportunity to significantly increase our production in the near term. The resources associated with Block A and G10/48 will become categorized as reserves when the relevant host government approval of the development plans and the joint-venture final investment decision are obtained. Other projects, such as in the Kutai, Bulu and East Muriah PSCs in Indonesia and G6/48 in the Gulf of Thailand (our farm-in to which is pending government approval), are at earlier stages and are undergoing appraisal. In Cambodia, the partners who are participants holding Working Interests in Block A submitted a Production Permit Application (PPA) in September 2010 detailing the first phase of a phased development of the Apsara oil field via a single platform producing to a floating storage and offloading vessel. The partners in the field, led by operator Chevron, are awaiting approval of the PPA before a final investment decision on whether to proceed with the development of the Apsara oil field is taken. This is the first PPA to be evaluated by the CNPA and we understand that the CNPA is currently reviewing the terms and conditions of the PPA. In Thailand, we are collaborating with the operator of G10/48 and G11/48 for the development of the Wassana and Nong Yao oil fields, respectively, in two-phase programs of platform installation and development drilling. The PAA for the Wassana development project is currently being drafted and is expected to be submitted to the Department of Mineral Fuels in the second half of 2013. The PAA for the Nong Yao field was approved by the Department of Mineral Fuels in November 2012. The Nong Yao development project is pending the final investment decision by the joint-venture parties.
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We will seek to develop our undeveloped oil and gas resources, to the extent such development is financially viable, in order to accelerate and maximize production from our portfolio. Increase the value of our existing exploration portfolio Our technical team has a track record of successful discoveries in Southeast Asia and exploration is a core element in our growth strategy. Key to this is extensive experience in the region and access to high quality data, seismic and otherwise. We believe that the experience of our management team has enabled us to achieve a success rate of discoveries over the last three years in excess of 60.0 per cent. As of December 31, 2012, we had an exploration inventory of 1,469.6 mmboe (best estimate) of Working Interest unrisked prospective resources (1,484.5 mmboe assuming the completion of the acquisition of TBL and farm-in to G6/48). All of our contract areas contain prospects and leads (with the exception of the Glagah-Kambuna TAC, which we intend to relinquish shortly after this Offering) that require further evaluation including exploration drilling. See BusinessOur Contract Areas for details of our proposed drilling programs. Our business development team is continuously reviewing new opportunities to increase our exploration portfolio either directly from host governments or through transactions with other entities. We also actively engage in farm-outs to established partners to balance risks versus rewards of our exploration portfolio. For example, we brought in Eni into our Vietnam projects which minimized our capital outlay through arrangements where Eni paid for our share of costs of two now-completed 3D seismic acquisition programs and will pay for a portion of our share of costs of exploration drilling while allowing us to continue to retain significant economic exposure to a large prospective resource base. Continually review our portfolio We expect to continually review new opportunities as they come to market, including new contract areas for award and asset sales. We follow a disciplined approach with regards to evaluating new opportunities with a thorough operational and financial evaluation focused on creating shareholder value. We will also consider other factors such as level of synergy with the current portfolio, our geographic focus areas, and the type and level of technical expertise required. Of our current portfolio including Block 9 (the acquisition of which is pending approval from the Bangladesh Government and Petrobangla) and G6/48 (the farm-in of which is pending government approval), we acquired 14 assets from other oil and gas companies, with the remaining two licenses awarded by the applicable host government. Over the past three years, we have reviewed more than 100 asset acquisition opportunities in Southeast Asia and we believe that our extensive knowledge of the region positions us to identify the most attractive prospects. To the extent that we seek to acquire assets in new countries, we will develop a strategy to ensure that upon acquisition of such assets, we have sufficient know-how and expertise, through the recruitment of new experts and professionals to enable us to assess and operate the asset successfully. See Leverage on our significant technical and regional expertise above. Concurrently, we continually review our existing portfolio for opportunities for partial or entire divestment opportunities to mitigate risk, decrease our exploration and development costs, bring in name-brand partners or divest assets that are no longer consistent with our overall portfolio strategy. During the last three years, we have farmed out interests in two assets, namely Block 105 and Block 120, in order to bring in Eni to carry the costs of seismic data acquisition and exploration drilling costs up to a capped amount and completely relinquished Block 06/94. We also intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering.

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Reserves, Operating Statistics and Non-IFRS Financial Data Reserves and resources
1P reserves Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

As of December 31, 2012 2P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assuming completion of our acquisition of TBL ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.96 1.96 0.08 2.04

6.70 6.70 24.13 30.83

3.08 3.08 4.10 7.18

6.94 3.78 10.72 0.22 10.94

38.46 38.46 85.95 124.41

13.34 3.78 17.12 14.54 31.66(3)

8.42 5.75 14.17 0.34 14.51

48.70 48.70 128.25 176.95

16.54 5.75 22.29 21.72 44.01

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interest as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) Our total Working Interest in 2P reserves includes the 2P reserves associated with our producing contract areas, B8/32 and B9A and the 2P reserves under development in G11/48 as well Block 9 (assuming completion of our acquisition which is pending approval). As of December 31, 2012 2P reserves Working Interest Oil Gas Total
(mmbo) (bcf) (mmboe)

1P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

Indonesia Glagah-Kambuna TAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.01

0.14

0.03

0.01

0.15

0.04

0.01

0.16

0.04

1C Contingent Resources Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

As of December 31, 2012 2C Contingent Resources Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

3C Contingent Resources Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Cambodia Block A ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia Bulu ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . East Muriah .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kutai ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tanjung Aru ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand G10/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G6/48(3) ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assuming completion of our acquisition of TBL and our farm-in into G6/48 . . . . . . . . . . .

1.38 0.11 0.07 1.56 0.01 1.11 2.68

76.71 1.23 77.94 1.82 79.77

1.38 12.79 0.11 0.28 14.55 0.31 1.11 15.98

2.46 0.05 4.90 0.17 7.57 0.03 2.51 10.12

96.48 9.82 41.32 47.52 3.71 198.85 8.30 207.15

2.46 16.08 1.64 6.94 7.92 4.90 0.78 40.72 1.42 2.51 44.65

4.29 0.08 8.03 5.27 17.67 0.16 6.15 23.98

120.30 24.43 64.14 67.00 6.52 282.39 38.69 321.07

4.29 20.05 4.07 10.77 11.17 8.03 6.35 64.74 6.61 6.15 77.50

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interest as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). See Business Our Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

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Operating Statistics
For the year ended December 31, 2010 2011 2012 Production volumes Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (mmcfd) ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Sales volumes(5) Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total Gas (mmcfd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Average sales price(5) Oil and liquids (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (US$/mcf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Average lifting costs(2) Oil, liquids and gas (US$/boe) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,491 16.2 5,190(1) 2,491 15.5 5,074 70.25 5.11 7.45 2,076 16.4 4,817 2,076 15.8 4,702 109.44 5.83 10.26 1,679 10.2 3,384 1,679 9.5 3,264 114.19 6.51 15.13 For the three months ended March 31, 2012 2013 1,759 11.1 3,605 1,759 10.4 3,484 119.18 6.48 17.06 1,590(3) 8.1(3) 2,947(3) 1,590(3) 7.5(3) 2,834(3) 112.25(3) 6.27(3) 14.52(4)

Notes: (1) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (2) Average lifting costs are calculated as operating costs in the period divided by total production in the period. (3) Excludes production from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma net total production, including Block 9, is 654.8 mboe (7,275 boepd). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (4) Excludes lifting costs from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma total operating cost, including Block 9, is US$5.3 million (pro forma average lifting costs are US$8.03/boe). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (5) The multiplication of our average sales prices against our sales volumes for oil, liquids and gas will not match our revenue presented in our income statement due to sale of oil, liquids and gas at differing spot prices and revenue presented in our income statements, in the case of the Glagah-Kambuna TAC, is net of governments entitlement. For the year ended December 31, 2010 2011 2012 Oil and liquids production (bopd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Natural gas production (mmcfd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Oil, liquids and gas production total (boepd) . . . . . . . . . . . . . . . . . . . . . Oil, liquids and gas production total assuming completion of our acquisition of TBL (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the three months ended March 31, 2012 2013

671 1,820(2) 2,491 2,491

591 1,485 2,076 2,076

229 1,450 1,679 1,679

251 1,508 1,759 1,759

143 1,447 1,590 77(5) 1,667(5)

7.7 8.5 16.2(2) 16.2 5,190 5,190

8.7 7.8 16.4 16.4 4,817(3) 4,817(3)

3.8 6.4 10.2 10.2 3,384(3) 3,384(4)

4.0 7.0 11.1 11.1 3,605 3,605

1.8 6.4 8.1 25.5(5) 33.6(5) 2,947 7,275(5)

Notes: (1) We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. (2) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (3) Our average daily oil production decreased by 16.7 per cent. from an average 2,491 bopd in 2010 to an average of 2,076 bopd in 2011, principally as a result of a temporary reduction in the number of development wells drilled in the B8/32 and B9A as a result of drilling activity being directed by the operator towards other projects in 2011. Our average daily natural gas production declined at B8/32 and B9A primarily for the same reason. (4) Our average daily oil production decreased by 19.1 per cent. from an average of 2,076 bopd in 2011 to an average of 1,679 bopd in 2012, and our natural gas production decreased by 38.2 per cent. from an average of 16.4 mmcfd in 2011 to an average of 10.2 mmcfd

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(5)

in 2012. Both reductions were principally due to the decline in production rates at the Kambuna retrograde gas field. The decline in production associated with B8/32 and B9A was related to the decreased number of development wells drilled by the operator in 2011. Our acquisition of TBL is pending approval from the Bangladesh Government and Petrobangla. Our production volumes for the three months ended March 31, 2013 have been adjusted to include pro forma production from Block 9 assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the SPA. From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period.

Non-IFRS Financial Data

For the year ended December 31, 2010 2011 2012 (US$ thousands) Sale of crude oil ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sale of gas ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating costs ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thai petroleum special remuneratory benefits and royalties paid ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit before depreciation, depletion and amortization ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate general and administrative expense(1) . . . . . . . . . . . . . . . . . EBITDAX(2) ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geological and geophysical expense(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expense(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA(2) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditures: Exploration expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advanced payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,164.2 26,617.1 81,781.4 (11,224.1) (8,398.0) 62,159.3 (3,549.8) 58,609.5 (2,164.3) (32,217.8) 24,227.4 52,308.9 19,300.3 217,400.4 7,468.2 773.4 297,251.1 70,254.2 29,966.9 100,221.1 (18,032.5) (10,965.7) 71,222.9 (9,349.3) 61,873.6 (9,669.4) (430.7) 51,773.5 9,016.9 7,999.0 9,698.2 1,000.0 1,225.3 28,939.4 67,404.4 22,188.2 89,592.6 (18,741.8) (11,349.5) 59,501.3 (11,896.3) 47,605.0 (9,538.6) (3,054.8) 35,011.6 16,839.7 9,421.1 435.1 26,695.8 18,622.3 5,917.5 24,539.8 (5,597.6) (2,834.7) 16,107.5 (2,058.4) 14,049.1 (597.9) 13,451.2 780.4 1,800.5 253.3 2,834.2 15,920.6 4,146.5 20,067.1 (3,851.0) (2,485.4) 13,730.8 (2,959.8) 10,770.9 (587.5) (60.6) 10,122.8 4,232.0 2,767.1 233.3 7,232.4 For the three months ended March 31, 2012 2013

Notes: (1) Corporate general and administrative expense excludes those general and administrative expenses which are directly attributed to our interests in our oil and gas assets and any general and administrative expenses relating to our geological and geophysical and drilling departments. (2) The table above sets our earnings before finance costs, taxes, depreciation, depletion and amortization, impairment, derivatives gains or losses, reserve writedowns, assets retirement obligation accretion, non-cash share-based compensation and the fair value of net assets acquired (EBITDA) and our EBITDA before geological and geophysical expenses and exploration expenses (EBITDAX). EBITDAX and EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with IFRS. EBITDAX and EBITDA are not measurements of financial performance or liquidity under IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as a measure of liquidity. In addition, EBITDAX and EBITDA are not standardized terms, hence, a direct comparison between companies using such terms may not be possible. The following table presents a reconciliation of our EBITDA and EBITDAX to (loss)/profit before tax. For the year ended December 31, 2010 2011 2012 For the three months ended March 31, 2012 2013

(US$ thousands) (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (72,177.0) Add: Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,761.4 Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . 50,561.0 Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,256.8 Impairment of oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,846.8 Option paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on option settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net fair value of embedded derivative . . . . . . . . . . . . . . . . . . . . . . . . . . Excess of fair value of net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21.6) EBITDA .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,227.4 Geological and geophysical expense(3) . . . . . . . . . . . . . . . . . . . . . . . . . 2,164.3 Exploration expense(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,217.8 EBITDAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,609.5 (15,682.4) 10,103.2 68,776.9 631.8 106.0 (12,162.0) 51,773.5 9,669.4 430.7 61,873.6 845.5 11,970.7 23,221.4 540.0 (122.0) (1,444.0) 35,011.6 9,538.6 3,054.8 47,605.0 6,473.6 2,524.7 4,739.8 (287.0) 13,451.2 597.9 14,049.1 3,253.6 2,551.7 4,629.4 (312.0) 10,122.8 587.5 60.6 10,770.9

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(3) (4)

Our geological and geophysical expenses are those costs relating directly to our geological and geophysical and our drilling departments. Our exploration expenses includes dry hole expense, impairment and expenses relating to joint study agreements (JSA).

Corporate Information Our registered office address is 190 Elgin Avenue, George Town, Grand Cayman KYI-9005, Cayman Islands and our Singapore place of business is at 83 Clemenceau Avenue #10-05, UE Square, Singapore 239920 and our telephone number is +65 6838 5430 and our facsimile number is +65 6538 3622. Our website address is http://www.krisenergy.com. Information contained on our website is not incorporated by reference into, and does not form part of, this offering document.

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SUMMARY OF THE OFFERING The Issuer ... ...................... The Offering ...................... KrisEnergy Ltd., a company incorporated with limited liability under the laws of the Cayman Islands. [Up to 152,835,000] Shares (subject to the Over-allotment Option) offered by our Company through the International Offer and the Singapore Public Offer. The completion of the International Offer and the Singapore Public Offer are each conditional upon the completion of the other. Our Shares have not been and will not be registered under the US Securities Act, and may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person outside the United States and not known by the transferor to be a US person by prearrangement or otherwise. The Shares in the Offering are being offered and sold (i) outside the United States in accordance with Regulation S to persons who are not, and are not acting for the account or benefit of, US persons (or to persons who are both US persons and Entitled Qualified Purchasers), and (ii) within the United States in reliance on Rule 144A only to persons who are both QIBs and Entitled Qualified Purchasers or pursuant to another exemption under the US Securities Act to persons who are both accredited investors and Entitled Qualified Purchasers. Entitled Qualified Purchasers are Qualified Purchasers within the meaning of Section 2(a)(51)(A) of the US Investment Company Act who have each executed and delivered to us (and which we and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters have accepted) a US Qualified Purchasers letter in the form attached hereto as Appendix P. The Shares in the Offering are not transferable except in accordance with the restrictions described under Transfer Restrictions. See Plan of Distribution. The International Offer .......... [Up to 137,552,000] Offering Shares (including the International Reserved Shares) offered by way of an international placement to investors at the Offering Price, including institutional and other investors in Singapore. The International Offer will, subject to certain conditions, be underwritten by the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters. [Up to 15,283,000] Offering Shares (including the Singapore Reserved Shares) offered in Singapore at the Offering Price by way of an offering to the public in Singapore. The Singapore Public Offer will, subject to certain conditions, be underwritten by the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters. Up to Offering Shares under the Singapore Public Offer and up to Offering Shares in the International Offer have been reserved for allocation and allotment to our employees, directors and business associates and others who have contributed to our success. In the event that the Reserved Shares are not fully purchased, they will be made available to satisfy applications under the International Offer and/or the Singapore Public Offer.
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The Singapore Public Offer .....

Reserved Shares ..................

Cornerstone Investors ............

Separate from the Offering, each of the Cornerstone Investors has entered into a Cornerstone Subscription Agreement with the Company to subscribe for new Shares at the Offering Price, conditional upon the Purchase Agreement and Offer Agreement having been entered into and not having been terminated pursuant to their terms on or prior to the Listing Date. Based on the Assumed Offering Price and the exchange rate of US$1.00 = S$1.26, an aggregate of [93,319,000] Cornerstone Shares will be issued to the Cornerstone Investors. The Offering Shares may be re-allocated between the International Offer and the Singapore Public Offer by the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters following consultation with us. Unless we indicate otherwise, all information in this offering document assumes that no Offering Shares have been re-allocated between the International Offer and the Singapore Public Offer. S$ for each Offering Share. Investors are required to pay the Offering Price in Singapore dollars. The Offering Price was determined following a book-building process by agreement among the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters and us.

Clawback and Re-allocation .....

Offering Price ....................

Price Determination ..............

Application Procedures for the Singapore Public Offer ..........

Investors under the Singapore Public Offer must follow the application procedures set out in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore, which was registered by the Authority as part of the Singapore prospectus. Applications must be paid for in Singapore dollars. The minimum initial application is for 1,000 Offering Shares. An applicant may apply for a larger number of Shares in integral multiples of 1,000 Offering Shares. In connection with the Offering, KEHL has granted the Stabilizing Manager, on behalf of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, the Over-allotment Option, exercisable in whole or in part by the Stabilizing Manager on one or more occasions from the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilizing Manager or its appointed agent has bought, on the SGX-ST, an aggregate of [up to 30,567,000] Shares, representing 20.0 per cent. of the total Offering Shares, in undertaking stabilizing actions, to purchase [up to 30,567,000] Shares (representing 20.0 per cent. of the total Offering Shares) at the Offering Price, solely to cover the over-allotment of the Offering Shares, if any. The exercise of the Over-allotment Option will not affect the total number of issued Shares outstanding immediately after the completion of the Offering. Unless indicated otherwise, all information in this offering document assumes that the Stabilizing Manager does not exercise the Over-allotment Option. See Plan of DistributionOver-allotment Option.
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Over-allotment Option ...........

Stabilization ......................

In connection with the Offering, the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) may over-allot Shares or effect transactions that stabilize or maintain the market price of our Shares at levels that might not otherwise prevail in the open market. These transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations, including the Securities and Futures Act and any regulations thereunder. The number of Shares that the Stabilizing Manager may buy to undertake stabilizing action will not exceed an aggregate of [up to 30,567,000] Shares, representing 20.0 per cent. of the total Offering Shares. However, we cannot assure you that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilizing actions. These transactions may commence on or after the commencement of trading of the Shares on the SGX-ST and, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the commencement of trading of the Shares on the SGX-ST, or (ii) the date when the Stabilizing Manager or its appointed agent has bought, on the SGX-ST, an aggregate of [up to 30,567,000] Shares, representing 20.0 per cent. of the total Offering Shares, to undertake stabilizing actions. See Plan of Distribution Price Stabilization. We have agreed with the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, subject to certain exceptions, that from the date of the Purchase Agreement until the date falling six months from the Listing Date, we will not, without the written consent of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase any Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares, (iii) deposit any Shares or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities, whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or (iv) publicly disclose our intention to do any of the above. See Plan of DistributionNo Sales of Similar Securities and Lock-up for further information on (i) our lock-up arrangement and (ii) the lock-up arrangements agreed between the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters and our shareholders.

Lock-ups ..........................

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Proceeds from the Offering ......

We intend to use our net proceeds from the Offering and the issue of the Cornerstone Shares primarily for the following purposes:

per cent. for acquisitions (including farm-ins); per cent. for our planned capital expenditures, including the exploration, appraisal and development of our existing assets; and per cent. for general working capital.

For a complete description of the application of the net proceeds, see Use of Proceeds. Listing and Trading .............. Prior to the Offering, there has been no public market for our Shares. Application has been made to the SGX-ST for permission to list all our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares on the Main Board of the SGX-ST, which will be granted when we have been admitted to the Official List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional upon, among other things, permission being granted by the SGX-ST to deal in, and for quotation of, all our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares on the Official List of the SGX-ST. We have not applied to any other exchange to list our Shares. We expect the Shares to commence trading on a ready basis at a.m. on , 2013 (Singapore time). See Indicative Timetable. The Shares will, upon listing and quotation on the SGX-ST, be traded on the SGX-ST under the book-entry (scripless) settlement system of CDP. Dealing in and quotation of our Shares on the SGX-ST will be in Singapore dollars. The Shares will be traded in board lot sizes of 1,000 Shares on the SGX-ST. Settlement ......................... We expect to receive payment for all the Offering Shares in the International Offer and the Singapore Public Offer on or about , 2013. We will deliver share certificates representing the Offering Shares to CDP for deposit into the securities accounts of successful applicants on or about , 2013. See Clearance and Settlement. The Shares offered in the Offering have not been, and will not be registered under the US Securities Act, and our Company will not be registered under the US Investment Company Act. Therefore, resales by subscribers and/or purchasers of the Shares in the Offering or the Cornerstone Shares, and by subsequent transferees may only be made in offshore transactions in accordance with Regulation S to persons outside of the United States and not known by the transferor to be a US person by pre-arrangement or otherwise. Our Company may compel any holder of or beneficial owner of an interest in Shares to transfer or sell such Shares or interest, or may sell such Shares or interest on his behalf, if such person is a US person that is not a qualified purchaser within the meaning of Section 2(a)(51)(A) of the US Investment Company
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Transfer restrictions ..............

Act, if such persons holding may cause our Company to be required to register under the US Investment Company Act. See Appendix FSummary of Certain Provisions of the Cayman Islands Companies Law and the Memorandum and Articles of Association of our CompanyForced transfers or sales of Shares. Dividends ......................... We do not currently intend to, and are constrained from, paying dividends to our shareholders. If we do pay dividends, we will only do so out of our profits, retained earnings or share premium account as permitted under Cayman Islands law. Dividends will be declared in US dollars and paid in Singapore dollars. The Board of Directors of our Company has discretion to recommend payment of dividends. Any profits our Company declares as dividends will not be available to be reinvested in our operations. We cannot assure you that our Company will declare or pay any dividends, and you should not anticipate receiving dividends with respect to Shares that you purchase and/or subscribe in the Offering. Moreover, the restricted payment covenants in our debt facilities constrain the ability of our subsidiary that owns substantially all of our assets from declaring or paying dividends or making any other payments or distributions on account of its or any of its subsidiaries equity interests or to the direct or indirect holders of its or any of its subsidiaries equity interests in their capacity as such, other than dividends or distributions paid to it or its subsidiaries. Although we do not intend to pay dividends, and while the restricted payment covenants in these debt facilities do not apply to our Company, they effectively limit our ability to receive funds from our operating subsidiaries, which could impact our ability to distribute dividends even if we were so inclined. See Risk FactorsRisks Relating to Our Offering and Investment in Our SharesWe do not intend to, and are constrained from, paying dividends on our Shares at any time in the foreseeable future. See Dividends for a description of our dividend policy. Prospective investors should carefully consider certain risks connected with an investment in our Shares, as discussed under Risk Factors. We incurred losses in each of the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2013. There can be no assurance that we will earn significant profits or any profits from operations at all, which could impact our ability to sustain operations, bring operations to a point where we are able to make full use of our rights to cost recovery petroleum, or obtain any additional funds we may require in the future to satisfy requirements beyond our current committed capital expenditure. See Risk FactorsRisks Relating to Our Business and OperationsWe have a limited operating history as a company and have incurred losses in each year since our incorporation.

Risk Factors .......................

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INDICATIVE TIMETABLE An indicative timetable for trading in our Shares is set out below for the reference of applicants for our Shares:
Indicative date and time (Singapore time) Event

, 2013 at p.m. ............................. . . . . . . . . . . Opening date and time of the Singapore Public Offer , 2013 at p.m. ............................. . . . . . . . . . . Close of the Singapore Public Offer , 2013 ...... .................................. . . . . . . . . . . Balloting of applications or otherwise as may be
approved by the SGX-ST, if necessary (in the event of an over-subscription for the Offering Shares) , 2013 at a.m. ............................. . . . . . . . . . . Commence trading on a ready basis , 2013 ...... .................................. . . . . . . . . . . Settlement date for all trades done on a ready basis

The above timetable is indicative only and is subject to change at our discretion, with the agreement of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters. The above timetable and procedures may also be subject to such modifications as the SGX-ST may in its discretion decide, including the commencement date of trading on a ready basis. The above timetable assumes (i) that the closing of the Singapore Public Offer is , 2013, (ii) that the date of admission of our Company to the Official List of the SGX-ST is , 2013, and (iii) compliance with the SGX-STs shareholding spread requirement. We, with the agreement of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, may at our discretion, subject to all applicable laws and regulations and the rules of the SGX-ST, agree to extend or shorten the period during which the Offering is open, provided that the period of the Singapore Public Offer may not be less than two Market Days. In the event of the extension or shortening of the time period during which the Offering is open, we will publicly announce the same: (i) (ii) through a SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com; and in one or more major Singapore newspapers, such as The Straits Times, The Business Times or Lianhe Zaobao.

Investors should consult the SGX-ST announcement on the ready listing date on the internet (at the SGX-ST website), or the newspapers, or check with their brokers on the date on which trading on a ready basis will commence. We will provide details of and the results of the Singapore Public Offer through SGXNET and in one or more major Singapore newspapers, such as The Straits Times, The Business Times or Lianhe Zaobao. We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any application for the Offering Shares under the Singapore Public Offer, without assigning any reason therefore, and no enquiry or correspondence on our decision will be entertained. In deciding the basis of allocation, due consideration will be given to the desirability of allocating our Shares to a reasonable number of applicants with a view to establishing an adequate market for our Shares. Where an application under the Singapore Public Offer is rejected, the full amount of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant, at the applicants own risk, within 24 hours of the balloting (provided that such refunds are made in accordance with the procedures set out in instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore). Where an application under the Singapore Public Offer is accepted in part only, any balance of the application monies will be refunded (without interest or any share of revenue or other benefit arising
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therefrom) to the applicant, at the applicants own risk, within 14 Market Days after the close of the Offering (provided that such refunds are made in accordance with the procedures set out in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore). In the case of the Singapore Public Offer, if the Offering does not proceed for any reason, the full amount of application monies (without interest or any share of revenue or other benefit arising therefrom) will be returned to the applicants at their own risk within three Market Days after the Offering is discontinued (provided that such refunds are made in accordance with the procedures set out in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore). The manner and method for applications and acceptances under the International Offer will be determined by us and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER INFORMATION You should read the following summary consolidated financial information for the periods and as of the dates indicated in conjunction with the section of this offering document entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements, the accompanying notes and the related independent auditors report included in this offering document. Our financial statements are reported in US dollars and are prepared and presented in accordance with IFRS as issued by the IASB, which may differ in certain significant respects from generally accepted accounting principles in other countries, including the United States. The summary consolidated financial information as of and for the years ended December 31, 2010, 2011 and 2012 have been derived from our audited consolidated financial statements included in this offering document and should be read together with those financial statements and the notes thereto. The summary consolidated financial data as of and for the three months ended March 31, 2012 and 2013 has been derived from our unaudited interim consolidated financial statements as of and for the three months ended March 31, 2013 included in this offering document. We have prepared the unaudited interim consolidated financial statements on the same basis as our audited consolidated financial statements. Our historical results for any prior or interim periods are not necessarily indicative of results to be expected for a full fiscal year or for any future period. Summary Consolidated Income Statement Information
For the year ended December 31, 2010 2011 2012 (audited) (US$ thousands) Sales of crude oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of gas ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales Depreciation, depletion and amortization of oil and gas properties....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating costs ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thai petroleum special remuneratory benefits and royalties paid ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance income ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance costs ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax benefit/(expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss)/profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,164.2 26,617.1 81,781.4 70,254.2 29,966.9 100,221.1 67,404.4 22,188.2 89,592.6 18,622.3 5,917.5 24,539.8 15,920.6 4,146.5 20,067.1 For the three months ended March 31, 2012 2013 (unaudited)

(50,263.6) (11,224.1) (8,398.0) 11,895.8 10,701.3 (16,770.2) (71,321.4) 78.9 (6,761.4) (72,177.0) 492.6 (71,684.5)

(68,293.0) (18,032.5) (10,965.7) 2,929.8 13,557.3 (21,176.9) (1,168.5) 279.1 (10,103.2) (15,682.4) (18,479.6) (34,162.0) (34,162,011) (3.3)

(22,638.0) (18,741.8) (11,349.5) 36,863.3 1,865.3 (24,294.9) (2,028.8) 411.3 (11,970.7) 845.5 (18,518.4) (17,672.9) (36) (1.7)

(4,610.2) (5,597.6) (2,834.7) 11,497.2 591.3 (3,480.6) 287.0 103.4 (2,524.7) 6,473.6 (5,011.6) 1,462.1 1,462,080 0.1

(4,519.9) (3,851.0) (2,485.4) 9,210.8 871.9 (4,739.1) 251.4 210.2 (2,551.7) 3,253.6 (3,792.5) (538.9) (1) (0.1)

(Loss)/earnings per share (cents)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (71,684,469) (Loss)/earnings per share as adjusted for the Offering (cents)(2) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6.9)

Notes: (1) For comparative purposes, loss per share is calculated based on loss for the year or period, as the case may be, and the pre-Offering share capital of our Company of 100 Shares, 100 Shares, 49,041,147 Shares in each of the years ended December 31, 2010, 2011, 2012, respectively, and 100 Shares and 100,000,000 Shares in each of the three months ended March 31, 2012 and 2013, respectively. (2) For comparative purposes, loss per share as adjusted for the Offering is calculated based on loss for the year or period, as the case may be, and the post-Offering share capital of our Company (post-Share Split) of [1,046,154,000].

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Summary Consolidated Balance Sheet Information

2010 As of December 31, 2011 2012 As of March 31, 2013 (unaudited)

(audited) (US$ thousands) ASSETS Non-Current Assets Exploration and evaluation assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Embedded derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current Assets Inventories ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepayments ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EQUITY AND LIABILITIES Equity Share capital ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share premium.... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Total Equity ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Current Liabilities Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Other payables .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Current Liabilities Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Withholding tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax payable ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

91,588.6 176,239.7 616.3 36,096.2 304,540.8 6,293.8 26,562.3 137.2 11,721.5 35,346.0 80,060.8 384,601.6

120,097.4 111,831.6 566.6 43,890.7 1,420.0 769.9 278,576.2 6,918.5 29,182.5 327.9 2,491.3 42,659.7 81,579.9 360,156.1

135,653.8 104,691.6 254.8 43,890.7 2,864.0 182.1 287,537.0 6,054.7 34,743.4 1,108.6 500.0 129,901.0 172,307.7 459,844.7

139,885.8 102,938.8 380.0 43,890.7 3,176.0 182.1 290,453.4 6,972.1 33,875.6 767.0 500.0 128,262.1 170,376.8 460,830.2

0.0 1,540.1 (72,161.3) (70,621.2) 53,029.9 283,471.9 17,188.6 353,690.5 13,034.7 9,999.8 68,000.0 191.3 10,306.6 101,532.4 455,222.8 384,601.6

0.0 (1,155.3) (106,323.3) (107,478.6) 80,317.5 42,490.6 290,276.8 18,048.1 431,133.0 13,671.0 7,061.4 134.9 15,634.4 36,501.8 467,634.7 360,156.1

1,000.0 402,750.0 (1,220.1) (123,996.2) 278,533.7 81,142.1 41,744.5 22,024.6 144,911.2 11,961.0 9,903.0 2,500.0 30.4 12,005.4 36,399.8 181,311.0 459,844.7

1,000.0 402,750.0 (1,249.4) (124,535.1) 277,965.5 81,353.7 40,969.0 22,132.6 144,455.3 10,885.0 7,859.5 2,500.0 14.7 17,150.2 38,409.4 182,864.7 460,830.2

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Summary Consolidated Statement of Cash Flow Information

For the year ended December 31, 2010 2011 2012 (audited) (US$ thousands) Operating Activities (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment to reconcile (loss)/profit before tax to net cash flows: Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dry hole expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess of fair value of net assets acquired over consideration paid .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net fair value loss/(gain) on embedded derivatives . . . . . . . . . . . . . . . . . . Finance cost ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unwinding of discount on decommissioning provisions . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating cash flows before changes in working capital . . . . . . . . . . . . . . . Changes in Working Capital: (Increase)/decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase)/decrease in trade and other receivables . . . . . . . . . . . . . . . . . . . Decrease/(increase) in other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase/(decrease) in trade and other payables . . . . . . . . . . . . . . . . . . . . . . Cash Flows from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest received .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest paid ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax paid .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Cash Flows from Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . (72,177.0) 50,561.0 32,217.8 (21.6) 16,256.8 22,846.8 6,761.4 (78.9) 56,366.2 (626.1) (873.1) 18,559.4 1,292.8 74,719.2 78.9 (6,761.4) (17,188.9) 50,847.8 (15,682.4) 68,776.9 430.7 (12,162.0) 106.0 9,567.1 536.1 (279.1) 51,293.3 436.1 (760.7) 4,037.1 (6,104.2) 48,901.5 279.1 (5,295.4) (23,163.7) 20,721.5 (9,016.9) (7,999.0) (650.0) (428.8) (1,000.0) (9,698.2) (146.5) (28,939.4) 78,455.0 3,849.3 (68,000.0) 2,004.9 16,309.2 8,091.3 1,227.4 25,341.0 34,659.7 845.5 23,221.4 1,283.3 (1,444.0) 11,571.1 399.6 (411.3) 35,465.6 863.7 (6,341.6) 1,991.3 (1,710.5) 30,268.6 411.3 (1,821.5) (20,155.9) 8,702.4 (16,839.7) (9,421.1) (253.0) (182.1) (26,695.8) 115,000.0 (757.0) (8,925.0) 105,318.0 87,324.6 (83.4) 34,659.7 121,901.0 6,473.6 4,739.8 (287.0) 2,424.8 99.9 (103.4) 13,347.8 (390.5) (5,513.7) (129.6) (1,137.1) 6,176.8 103.4 (0.9) 6,279.3 (780.4) (1,800.5) (68.9) (184.4) (2,834.2) (103.2) 5,000.0 (4,462.5) 434.3 3,879.5 (13.2) 34,659.7 38,526.0 3,253.6 4,629.4 (312.0) 2,443.8 107.9 (210.2) 9,912.6 (917.3) 1,209.4 (306.4) 9,898.3 210.2 (21.7) 10,086.8 (4,232.0) (2,767.1) (233.3) (7,232.4) (4,462.5) (4,462.5) (1,608.0) (30.8) 121,901.0 120,262.1 For the three months ended March 31, 2012 2013 (unaudited)

Investing Activities Additions to exploration and evaluation assets . . . . . . . . . . . . . . . . . . . . . . . . . . (52,308.9) Addition to oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,300.3) Addition to intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of other plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (780.5) Purchase of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advance payment pursuant to farm-in arrangements . . . . . . . . . . . . . . . . . . . (6,193.2) Advance payment for acquisition of interests in joint operations . . . . . . (1,275.0) Advance payment for signature bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of subsidiaries, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . (217,400.4) Farm-in arrangement, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from disposal of other plant and equipment . . . . . . . . . . . . . . . . . . 7.1 Net Cash Flows used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . (297,251.1) Financing Activities Proceeds from issuance of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase/(decrease) in amount due to holding company . . . . . . . . . . . . . . . . Proceeds from bank borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of bank borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of bond interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase)/decrease in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Cash Flows from/(used in) Financing Activities . . . . . . . . . . . . . . . . Net (decrease)/increase in cash and cash equivalents . . . . . . . . . . . . . . . Net effect of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at the beginning of the year/period . . . . . . . . Cash and cash equivalents at the end of the year/period . . . . . . . . . . . 106,873.7 68,000.0 (10,004.9) 164,868.8 (81,534.5) 1,907.5 104,968.1 25,341.0

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Reserves, Operating Statistics and Non-IFRS Financial Data Reserves and resources
1P reserves Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

As of December 31, 2012 2P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assuming completion of our acquisition of TBL ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.96 1.96 0.08 2.04

6.70 6.70 24.13 30.83

3.08 3.08 4.10 7.18

6.94 3.78 10.72 0.22 10.94

38.46 38.46 85.95 124.41

13.34 3.78 17.12 14.54 31.66(3)

8.42 5.75 14.17 0.34 14.51

48.70 48.70 128.25 176.95

16.54 5.75 22.29 21.72 44.01

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interest as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) Our total Working Interest in 2P reserves includes the 2P reserves associated with our producing contract areas, B8/32 and B9A and the 2P reserves under development in G11/48 as well Block 9 (assuming completion of our acquisition which is pending approval). As of December 31, 2012 1P reserves Working Interest Oil Gas Total
(mmbo) (bcf) (mmboe)

2P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

Indonesia Glagah-Kambuna TAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.01

0.14

0.03

0.01

0.15

0.04

0.01

0.16

0.04

As of December 31, 2012 2C Contingent 1C Contingent Resources Resources Working Interest(1) Working Interest(1) Oil Gas Total Oil Gas Total
(mmbo) (bcf) (mmboe) (mmbo) (bcf) (mmboe)

3C Contingent Resources Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Cambodia Block A ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia Bulu ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . East Muriah ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kutai ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tanjung Aru ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand G10/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9(2) ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G6/48(3) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assuming completion of our acquisition of TBL and our farm-in into G6/48 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.38

1.38 12.79 0.11 0.28 14.55 0.31 1.11 15.98

2.46 0.05 -

96.48 9.82 41.32 47.52

2.46 16.08 1.64 6.94 7.92 4.90 0.78 40.72 1.42 2.51 44.65

4.29

4.29 20.05 4.07 10.77 11.17 8.03 6.35 64.74 6.61 6.15 77.50

- 76.71 0.11 0.07 1.23 1.56 77.94 0.01 1.11 1.82 -

- 120.30 - 24.43 0.08 64.14 - 67.00 8.03 5.27 6.52 17.67 282.39 0.16 6.15 38.69 -

4.90 0.17 3.71 7.57 198.85 0.03 2.51 8.30 -

2.68 79.77

10.12 207.15

23.98 321.07

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interest as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). See Business Our Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

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Operating Statistics
For the year ended December 31, 2010 2011 2012 Production volumes Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (mmcfd) ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Sales volumes(5) Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (mmcfd) ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Average sales price(5) Oil and liquids (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (US$/mcf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Average lifting costs(2) Oil, liquids and gas (US$/boe) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,491 16.2 5,190(1) 2,491 15.5 5,074 70.25 5.11 7.45 2,076 16.4 4,817 2,076 15.8 4,702 109.44 5.83 10.26 1,679 10.2 3,384 1,679 9.5 3,264 114.19 6.51 15.13 For the three months ended March 31, 2012 2013 1,759 11.1 3,605 1,759 10.4 3,484 119.18 6.48 17.06 1,590(3) 8.1(3) 2,947(3) 1,590(3) 7.5(3) 2,834(3) 112.25(3) 6.27(3) 14.52(4)

Notes: (1) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (2) Average lifting costs are calculated as operating costs in the period divided by total production in the period. (3) Excludes production from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma net total production, including Block 9, is 654.8 mboe (7,275 boepd). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (4) Excludes lifting costs from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma total operating cost, including Block 9, is US$5.3 million (pro forma average lifting costs are US$8.03/boe). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (5) The multiplication of our average sales prices against our sales volumes for oil, liquids and gas will not match our revenue presented in our income statement due to sale of oil, liquids and gas at differing spot prices and revenue presented in our income statements, in the case of the Glagah-Kambuna TAC, is net of governments entitlement. For the year ended December 31, 2010 2011 2012 Oil and liquids production (bopd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Natural gas production (mmcfd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Oil, liquids and gas production total (boepd) . . . . . . . . . . . . . . . . . . . . . Oil, liquids and gas production total assuming completion of our acquisition of TBL (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the three months ended March 31, 2012 2013

671 1,820(2) 2,491 2,491

591 1,485 2,076 2,076

229 1,450 1,679 1,679

251 1,508 1,759 1,759

143 1,447 1,590 77(5) 1,667(5)

7.7 8.5 16.2(2) 16.2 5,190 5,190

8.7 7.8 16.4 16.4 4,817(3) 4,817(3)

3.8 6.4 10.2 10.2 3,384(3) 3,384(4)

4.0 7.0 11.1 11.1 3,605 3,605

1.8 6.4 8.1 25.5(5) 33.6(5) 2,947 7,275(5)

Notes: (1) We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. (2) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (3) Our average daily oil production decreased by 16.7 per cent. from an average 2,491 bopd in 2010 to an average of 2,076 bopd in 2011, principally as a result of a temporary reduction in the number of development wells drilled in the B8/32 and B9A as a result of drilling activity being directed by the operator towards other projects in 2011. Our average daily natural gas production declined at B8/32 and B9A primarily for the same reason. (4) Our average daily oil production decreased by 19.1 per cent. from an average of 2,076 bopd in 2011 to an average of 1,679 bopd in 2012, and our natural gas production decreased by 38.2 per cent. from an average of 16.4 mmcfd in 2011 to an average of 10.2 mmcfd

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(5)

in 2012. Both reductions were principally due to the decline in production rates at the Kambuna retrograde gas field. The decline in production associated with B8/32 and B9A was related to the decreased number of development wells drilled by the operator in 2011. Our acquisition of TBL is pending approval from the Bangladesh Government and Petrobangla. Our production volumes for the three months ended March 31, 2013 have been adjusted to include pro forma production from Block 9 assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the SPA. From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period.

Non-IFRS Financial data

For the year ended December 31, 2010 2011 2012 (US$ thousands) Sale of crude oil ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sale of gas ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating costs ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thai petroleum special remuneratory benefits and royalties paid ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit before depreciation, depletion and amortization ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate general and administrative expense(1) . . . . . . . . . . . . . . . . . EBITDAX(2) ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geological and geophysical expense(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expense(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA(2) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditures: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advanced payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,164.2 26,617.1 81,781.4 (11,224.1) (8,398.0) 62,159.3 (3,549.8) 58,609.5 (2,164.3) (32,217.8) 24,227.4 52,308.9 19,300.3 217,400.4 7,468.2 773.4 297,251.1 70,254.2 29,966.9 100,221.1 (18,032.5) (10,965.7) 71,222.9 (9,349.3) 61,873.6 (9,669.4) (430.7) 51,773.5 9,016.9 7,999.0 9,698.2 1,000.0 1,225.3 28,939.4 67,404.4 22,188.2 89,592.6 (18,741.8) (11,349.5) 59,501.3 (11,896.3) 47,605.0 (9,538.6) (3,054.8) 35,011.6 16,839.7 9,421.1 435.1 26,695.8 18,622.3 5,917.5 24,539.8 (5,597.6) (2,834.7) 16,107.5 (2,058.4) 14,049.1 (597.9) 13,451.2 780.4 1,800.5 253.3 2,834.2 15,920.6 4,146.5 20,067.1 (3,851.0) (2,485.4) 13,730.8 (2,959.8) 10,770.9 (587.5) (60.6) 10,122.8 4,232.0 2,767.1 233.3 7,232.4 For the three months ended March 31, 2012 2013

Notes: (1) Corporate general and administrative expense excludes those general and administrative expenses which are directly attributed to our interests in our oil and gas assets and any general and administrative expenses relating to our geological and geophysical and drilling departments. (2) The table above sets our EBITDAX and EBITDA. EBITDAX and EBITDA are not measurements of financial performance or liquidity under IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as a measure of liquidity. In addition, EBITDAX and EBITDA are not standardized terms, hence, a direct comparison between companies using such terms may not be possible. The following table presents a reconciliation of our EBITDA and EBITDAX to (loss)/profit before tax. For the year ended December 31, 2010 2011 2012 (US$ thousands) (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation, depletion and amortization . . . . . . . . . . . . . . . Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of oil and gas properties . . . . . . . . . . . . . . . . . . . . Option paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on option settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net fair value of embedded derivative . . . . . . . . . . . . . . . . . . Excess of fair value of net assets . . . . . . . . . . . . . . . . . . . . . . . . EBITDA .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geological and geophysical expense(3) . . . . . . . . . . . . . . . . . . Exploration expense(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) (4) (72,177.0) 6,761.4 50,561.0 16,256.8 22,846.8 (21.6) 24,227.4 2,164.3 32,217.8 58,609.5 (15,682.4) 10,103.2 68,776.9 631.8 106.0 (12,162.0) 51,773.5 9,669.4 430.7 61,873.6 845.5 11,970.7 23,221.4 540.0 (122.0) (1,444.0) 35,011.6 9,538.6 3,054.8 47,605.0 6,473.6 2,524.7 4,739.8 (287.0) 13,451.2 597.9 14,049.1 3,253.6 2,551.7 4,629.4 (312.0) 10,122.8 587.5 60.6 10,770.9 For the three months ended March 31, 2012 2013

Our geological and geophysical expenses are those costs relating directly to our geological and geophysical and our drilling departments. Our exploration expenses includes dry hole expense, impairment and expenses relating to JSAs.

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RISK FACTORS You should consider carefully the risks described below, together with all other information contained in this offering document, before deciding whether to invest in our Shares. The risks described below are not the only ones we face. There may be additional risks not described below or not presently known to us or that we currently deem immaterial that turn out to be material. Our business, financial condition, results of operations and prospects could be materially and adversely affected by any of these risks. The market price of our Shares could decline due to any of these risks, and you may lose part or all of your investment. This offering document also contains forward-looking statements that involve risks and uncertainties. Our actual results of operations could differ materially from those anticipated in these forward-looking statements due to a variety of factors, including the risks described below and those discussed in the section entitled Managements Discussion and Analysis of Financial Condition and Results of OperationsSignificant Factors Affecting Our Results of Operations and elsewhere in this offering document. See Notice to InvestorsForward-Looking Statements. Risks Relating to Our Business and Operations Our ability to operate effectively could be impaired if we fail to retain our management or attract other qualified senior executives Our success has been, and will continue to be, heavily dependent upon the collective efforts of our executive management team who have built our business and have been instrumental in our development. In particular, we rely on the expertise and experience of our executive directors and our executive officers who play a pivotal role in our daily operations. See Management. If we lose the services of any of these key individuals and we are unable to suitably replace them in a timely manner, our business may be materially and adversely affected. We rely on our ability to retain and recruit skilled personnel and professional staff We require highly skilled personnel to provide technical and engineering services in the production and development of, and the exploration for, hydrocarbon resources. As the demand for experienced geoscientists and petroleum engineers increases, shortages of qualified personnel occur from time to time. These shortages could result in the loss of qualified personnel to competitors, impair our ability to attract and retain qualified personnel for new or existing projects, impair the timeliness and quality of our work and create upward pressure on personnel costs, any of which could adversely affect our operations and financial performance. Additionally, our business requires skilled personnel and professional staff in the areas of exploration and production, operations, engineering, legal, finance and accounting. Competition for such skilled personnel and professional staff is intense and stems primarily from similar businesses active in the oil and gas industry, many of which possess greater resources. Limitations in our ability to hire and train the required number of skilled personnel and professional staff to ensure we operate effectively would reduce our capacity to undertake further projects and may have an adverse impact on our business, financial condition, results of operations and prospects. We conduct the majority of our operations through joint operations and have limited control over the activities in contract areas that we do not operate We have entered into joint operations in respect of a majority of our assets, and our joint-venture partners, rather than us, operate a number of the contract areas in which we have an interest, including B8/32 and B9A in the Gulf of Thailand, our primary producing assets. Under the terms of the relevant joint operating agreement (JOA), we are only entitled to receive information relating to petroleum operations from our joint operation partners, and we may therefore be unable to obtain all of the information that would be necessary in order for us to ascertain whether the operator fully complies with relevant laws and the terms of the JOA. In particular, Chevron operates B8/32 and B9A and we hold an indirect minority interest in these contract areas. The information that is available to us in
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respect of these contract areas is therefore limited to information which would generally be available to minority stakeholders and we would not, amongst other things, be in a position to determine if the operator has obtained all necessary licenses and approvals and complied with all requirements in these contract areas. As a non-operator, we have limited control over certain decisions related to activities at these areas, which could affect our business, results of operations, financial condition and prospects. Decisions over which we have limited control include, among other things:

the timing and amount of capital expenditures; the timing and level of exploration activities; final investment decisions; the timing of initiating the drilling and completing of wells; the extent of operating costs; the level of ongoing production; health and safety, environmental and other regulatory compliance practices; the procurement of insurance; and the prices at which and customers to whom products are sold.

It is possible that our interests and those of our joint-venture partners will not always be aligned, resulting in, among other things, possible project delays, additional costs or disagreements. For example, in 2011 the operator of certain of our contract areas reallocated drilling rigs from those contract areas to its other contract areas in which we have no interests. As a result, the production in these contract areas in 2011 was less than anticipated. Moreover, our joint-venture partners must obtain any applicable license or related agreement pursuant to which we operate, in addition to joint operating agreements or other arrangements governing our relationship with the joint-venture partners and comply with all requirements thereto. We may suffer unexpected costs or other losses if a joint-venture partner does not meet the obligations under the license or related agreement or the agreements governing our relationship with them or if such violations lead to fines, penalties, restrictions, withdrawal of licenses and termination of the agreements under which we operate. In some instances, we may be jointly and severally liable for required payments pursuant to the terms of the petroleum licenses in which we have interests. We may also be subject to claims by our joint-venture partners regarding potential non-compliance with our obligations. In the event that any of our joint-venture partners becomes insolvent or otherwise unable to pay its debts as they fall due, licenses or agreements awarded to them may revert back to the relevant government authority who will then reallocate the license. In addition, according to the terms of some of our petroleum licenses, we may not always be able to choose our partners in the event that one of our partners assigns their interest to another party. As we typically either share an undivided interest with our partners (at the fields where we have a participation interest) or have a contractual right to production with no participation interest, we rely on our partners or other entities as license holders. Although we anticipate that the relevant government authority may permit us to continue operations at a field during a reallocation process, there can be no assurances that we will be able to continue operations pursuant to these reclaimed licenses or that any transition related to the reallocation of a license would not materially disrupt our operations or development and production schedule. In a reallocation process, the other joint-venture partners who are not insolvent will have the right to acquire the Working Interest of the insolvent joint-venture partner. If none of the other joint-venture partners acquires the insolvent joint-venture partners Working Interest, the relevant government authority may step in to either acquire the Working Interest through a state-owned oil company or
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direct that the Working Interest be transferred to an operator designated by the said government authority. The occurrence of any of the situations described above could have a material and adverse effect on our business, financial condition, results of operations and prospects. We have a limited operating history as a company and have incurred losses in each year since our incorporation We have a limited operating history upon which you can base an evaluation of our business and prospects. As a company in the early stage of development, there are substantial risks, uncertainties, expenses and difficulties to which our business is subject. To address these risks and uncertainties, we must successfully develop and execute our business strategy and respond to competitive developments. There can be no assurance that we will be able to manage effectively the expansion of our operations through organic growth or acquisitions. We incurred losses in each of 2010, 2011 and 2012 and the three months ended March 31, 2013. There can be no assurance that we will earn significant profits or any profits from operations at all, which could impact our ability to sustain operations, bring operations to a point where we are able to make full use of our rights to cost recovery petroleum, or obtain any additional funds we may require in the future to satisfy requirements beyond our current committed capital expenditure. We cannot be certain that we will successfully develop and implement our business strategy or that we will successfully address the risks that face our business. In the event that we do not successfully address these risks, our business, financial condition, prospects, results of operations, could be materially and adversely affected. See Managements Discussion and Analysis of Financial Condition and Results of Operations and General and Statutory InformationWorking Capital. We may not successfully expand our business into new jurisdictions or new regions We are pursuing a strategy to expand our oil and gas exploration and production business into new jurisdictions. We may have difficulty managing our expansion into new geographic markets where we have limited knowledge and understanding of the local economy, an absence of business relationships, or unfamiliarity with local governmental and permitting procedures and regulations. Further, the majority of our technical and exploration staffs experience is focused in Southeast Asia, and we may not be familiar with the geological conditions of other regions. We may not succeed in expanding our business into new jurisdictions on a timely basis or in achieving profitability in these new locations. We must overcome significant regulatory and legal barriers before we can begin operations in any new jurisdiction. In addition to significant regulatory barriers, we may also encounter problems conducting operations in new jurisdictions with different cultures and legal systems from those encountered elsewhere. Any of these factors could adversely affect our ability to successfully expand our business, and our failure to effectively manage this expansion may adversely affect our business, results of operations, financial condition and prospects. Our agreement to farm-in to G6/48 in Thailand and our acquisition of all outstanding shares in TBL may not be approved by the respective host governments In March 2013, we executed an agreement to farm-in into a 30.0 per cent. Working Interest in and operatorship of G6/48 in the Gulf of Thailand. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand for additional information on G6/48. The acquisition and assumption of operatorship have not yet been approved by the Thai Government. The documentation that is required to be submitted in order for the transfer to be approved has been submitted to the Thai Government. The regulatory review process is thorough and may take a significant amount of time to complete and the applicant generally has no control over the timing of the process. As we are not yet a concessionaire in G6/48, we are not permitted by Thai law to conduct petroleum exploration and production activities in the block until approval from the Thai Government for transfer of participating interest and operatorship is approved. In addition, in April 2013 we signed the SPA to purchase all outstanding shares in TBL, which owns a 30.0 per cent. Working Interest in, and operatorship of, Block 9, Bangladesh. Completion of the
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acquisition is conditional on Petrobangla and the Bangladesh Government approving the transfer of the ownership interest and operatorship of Block 9. See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh for additional information on Block 9. The documentation that is required to be submitted in order for the transfer to be approved has been submitted to Petrobangla and the Bangladesh Government. The regulatory review process is thorough and may take a significant amount of time to complete and the applicant generally has no control over the timing of the process. As provided in the SPA, if the necessary approvals from the Petrobangla and/or the Bangladesh Government are not obtained by December 31, 2013 (which may be extended upon mutual consent), the SPA will terminate automatically. There can be no assurance that any of the required approvals will be received. Accordingly, it is possible that we may not obtain regulatory approval for our acquisitions of G6/48 or Block 9 or both. Failure to obtain such regulatory approval, or delays or increased costs in obtaining such regulatory approval could materially adversely affect our business, results of operations, financial condition and prospects. We depend on certain key customers for sales of our oil and gas We have entered into agreements with a number of customers in relation to the sale and supply of our oil and gas and are therefore subject to the risk of delayed offtakers or payment for delivered production volumes or default. In certain cases, a customer, either pursuant to contractual arrangements or as a result of geographic, infrastructure or other constraints or factors, is in practice the sole potential purchaser of our production output in a contract area. This is particularly the case for sales of our gas, as sales and transportation of gas are dependent on the availability of transmission and other infrastructure facilities to supply the gas we produce to end users. In particular, at present the sole purchaser of our gas from B8/32 and B9A, which provide the majority of our production, is PTT Public Company Ltd. (PTT), a Thai state-owned oil and gas company. The absence of alternative purchasers for the gas we produce may expose us to offtake and production delays as gas is typically not stored given its low density and must be sold soon after its extraction. To the extent PTT or our other customers reduce the volumes of oil and gas that they purchase from us and are not replaced by new customers or the market prices for oil and gas decline in our market areas, our revenues could decline. In addition, we may be exposed to other adverse contractual terms, which could have a material adverse effect on our business, results of operations, financial condition and prospects. See BusinessMarketing Activities and Customers for additional information on our key customers. Our insurance coverage may not cover all types of possible losses and may be insufficient to cover certain losses Our operations are subject to various risks inherent in exploration, development and production activities. However, the insurance industry is not yet fully developed in the countries in which we operate, and many forms of insurance protection common in other more developed countries are not yet available in these countries on comparable terms, such as key-person or onshore terrorism insurance. Our insurance (including that of the operators of contract areas in which we participate) currently includes coverage for damage to or loss of the majority of our production facilities, loss of production income (to a limited extent) in respect of our production assets in Indonesia, insurance for out-of-control wells (including coverage of pollution and environmental damage caused thereby), mandatory third-party liability coverage (including employers liability insurance), tanker pollution coverage, and directors and officers liability insurance, in each case subject to deductibles, exclusions and limitations. We do not carry key-person, onshore terrorism or sabotage insurance. Moreover, the operator of each of the contract areas in which we participate is responsible for obtaining insurance on behalf of the joint operation participants in accordance with the terms of the applicable JOA. Accordingly, we are subject to risks associated with our reliance on our joint operations partners procurement of insurance. See We conduct the majority of our operations through joint operations and have limited control over the activities in contract areas that we do not operate.
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There can be no assurance that any insurance proceeds we receive would be sufficient to cover expenses relating to insured losses or liabilities. Moreover, depending on the severity of the damage, we may not be able to rebuild damaged property in a timely manner or at all. We are also subject to the risk of increased premiums or deductibles, reduced coverage, and additional or expanded exclusions in connection with its existing insurance policies and those of operators of those assets that we do not currently operate. We may suffer material losses from uninsurable or uninsured risks or insufficient insurance coverage, which could have a material adverse effect on our business, results of operations, financial condition and prospects. From time to time, we may be involved in legal, regulatory and other proceedings arising out of our operations, and may incur substantial costs arising therefrom From time to time we are, and in the future may continue to be, involved in disputes with various parties involved in the development and lease of our facilities, including customers, contractors, suppliers and construction workers. These disputes may lead to legal or other proceedings and may result in substantial costs, delays in our development schedule, and the diversion of resources and managements attention, regardless of the outcome. If we were to fail to win these disputes, we may incur substantial losses and face significant liabilities. Further, even if we were to win these disputes, we may incur substantial costs in mounting our defense. We may be subject to regulatory action in the course of our operations, which may subject us to administrative proceedings and unfavorable decisions that could result in penalties and/or delayed construction of new logistics facilities. In such cases, our results of operations and cash flow could be materially and adversely affected. See BusinessLegal Proceedings. One of our subsidiaries was previously engaged in business activities without the necessary license KrisEnergy Oil & Gas (Thailand) Ltd., our subsidiary that holds our interest in G10/48, was previously engaged in business activities without the necessary foreign business license. In 2011, we seconded one of our employees to one of our partners without the necessary foreign business license that would have permitted us to engage in a consulting business as required by Thai law. In 2012, we still had income generated from the business of services, which requires such foreign business license. This subsidiary subsequently ceased the unauthorized activities. The relevant authorities in Thailand have the ability to impose fines or other penalties for the past violation, which include the ability to impose a fine of between 100,000 THB and 1,000,000 THB (between US$3,261 and US$32,605 assuming an exchange rate of US$1.00 = THB30.67), and, potentially, impose criminal penalties against directors of KrisEnergy Oil & Gas (Thailand) Ltd. who held such positions at the time of violation. The directors of KrisEnergy Oil & Gas (Thailand) Ltd. are Keith Gordon Cameron, Christopher Gibson-Robinson, Richard Allan Lorentz Jr., Tang Chih Hao Kelvin and Stephen James Clifford. Due to the discretionary nature of regulatory enforcements in the relevant jurisdiction, we cannot assure you that we will not be subject to such type of penalties for past violations, or that any penalties we face will not have a material adverse effect on our business results of operations, financial condition and prospects. We may be negatively affected by continued uncertainty in the global financial markets and the global economy Commencing in 2007 and continuing into 2013, certain adverse financial developments have affected the global financial markets. These developments include a general slowing of economic growth globally, substantial volatility in equity securities markets, and volatility and tightening of liquidity in credit markets. While there has been a recovery, such developments could continue to present risks for us, including a potential slowdown in our sales to customers. Our customers may also not be able to obtain adequate access to credit, which could affect their ability to make timely payments. If our customers are not able to make timely payments, our accounts receivable and bad debts could increase. In addition, our results of operations and financial condition could be adversely affected if, as a result of economic conditions, key suppliers upon which we rely are unable to provide us with the materials needed on a timely basis or on terms that we find acceptable. Any disruptions in the financial markets could also affect our ability to obtain debt or equity financing or to refinance our existing indebtedness
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on favorable terms or if at all, which could adversely affect our business, results of operations, financial condition and prospects. Our unaudited pro forma financial information are presented for illustrative purposes only We have prepared and presented our unaudited pro forma financial statements to show what our results of operations and cash flows might have been for the year ended December 31, 2012 and the three months ended March 31, 2013 if completion of the acquisition of TBL (which is pending approval from the Bangladesh Government and Petrobangla) had occurred on January 1, 2012 and what our financial position might have been as of December 31, 2012 and March 31, 2013 if completion of the acquisition of TBL had occurred on December 31, 2012 and on March 31, 2013. However, our unaudited pro forma financial statements and our unaudited pro forma financial information are not necessarily indicative of what our actual results of operations, financial position and cash flow would have been on or as of such dates nor does it purport to project our results of operations, financial position or cash flows for any future period or date. Moreover, the inclusion of our unaudited pro forma financial information does not provide any assurance that the completion of our proposed acquisition of TBL will occur in a timely manner or at all. See Risks Relating to our Business and OperationsOur agreement to farm-in to G6/48 in Thailand and our acquisition of all outstanding shares in TBL may not be approved by the respective host governments. Our unaudited pro forma financial statements do not include all of the information required for financial statements under IFRS and should be read in conjunction with our historical consolidated financial statements included elsewhere in this offering document. Further, our unaudited pro forma financial statements were not prepared in connection with an offering registered with the SEC under the US Securities Act and consequently does not comply with the SECs rules on presentation of pro forma financial statements. Risks Relating to the Oil and Gas Exploration and Production Industry Our business, revenues and profits may fluctuate with changes in oil and gas prices Our business, revenues and profits will be substantially dependent upon the prevailing prices of oil and gas. Historically, the markets for oil and gas have been volatile and they may continue to experience volatility in the future. In particular, crude oil prices have been highly volatile. The average monthly price for Dubai Crude in 2012 was approximately US$108.90/bbl, about 12.2 per cent. less than the 2012 peak of approximately US$124.00/bbl in March 2012. The average Dubai Crude price for the three months ended March 31, 2013 was approximately US$107.90/bbl, a 0.9 per cent. increase from December 31, 2012. We can give no assurance as to the level of oil prices in the future. It is impossible to predict accurately further crude oil price movements. Accordingly, crude oil prices may not remain at their current levels and may decline substantially. The price we receive for our oil and gas will depend on changes in the supply of, and demand for, oil and gas in the global markets, market uncertainty and a variety of additional factors that are beyond our control, including, inter alia, the following:

political conditions, including embargoes, in or affecting oil or gas producing regions generally and particularly in the Middle East; the ability of the Organization of the Petroleum Exporting Countries (OPEC) and other hydrocarbon producing nations to influence production levels and prices; the level of global oil and gas exploration and production activity; changes in domestic and foreign government regulations; technological advances affecting energy consumption; the price and availability of alternative fuels; weather conditions and natural disasters; changes in the economic sharing arrangements for revenues between the host governments of the countries where we have operations and ourselves, such as windfall profit taxes;
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speculative activities by those who buy and sell oil and gas on the world markets; exchange rate fluctuations; and unexpected events beyond our control.

Lower oil and gas prices may not only decrease our revenues on a per unit basis but also may reduce the amount of oil and gas that we can produce commercially or may reduce the economic viability of the production levels of specific wells or of projects planned or in development to the extent that production costs exceed anticipated income from such production. Lower prices may also negatively impact the value and even quantum of our reserves, because the measure of our reserves depends upon our ability to commercially exploit any underlying petroleum quantities. A future decline in oil or gas prices may materially and adversely affect our future business, results of operations, financial condition, liquidity or ability to finance planned capital expenditures. Reserve and resource estimates depend on many assumptions that may turn out to be inaccurate This offering document includes estimates of our share of reserves and contingent and prospective resources made by NSAI. The process of estimating hydrocarbon quantities is complex, requiring interpretations of available technical data and many assumptions made in a particular hydrocarbon price environment. Any significant deviations from these interpretations, prices or assumptions could materially affect the estimated quantities of hydrocarbons reported. The uncertainties inherent in estimating quantities of hydrocarbons include, inter alia, the following:

variable factors and assumptions such as historical production from our contract areas; the quality and quantity of technical and economic data; the prevailing oil and natural gas prices applicable to our production; drilling and operating expenses, capital expenditures, taxes and the availability of funds, both debt and equity; the assumed effects of regulations by governmental agencies and future operating costs; the production performance of our reserves; and extensive engineering, geological and geophysical judgments.

Understanding of the subsurface conditions is based on our interpretation of the best data available but due to the inherent uncertainty of such interpretation, we may reach incorrect conclusions. The reserves and contingent and prospective resources data set out in this offering document represents estimates only and represents quantities estimated at a given point in time. Many of the factors, assumptions and variables involved in estimating hydrocarbon volumes are beyond our control and may prove incorrect over time. Estimates of the commercially recoverable hydrocarbon volumes attributable to any particular contract area, classification of such hydrocarbons volumes based on risk of recovery and estimates of future net revenues expected, prepared by different persons at different times, may vary substantially. In the event that actual production with respect to these hydrocarbons volumes is lower than these estimates and/or actual future prices are materially lower, our revenue and therefore our results of operations and financial condition will be adversely affected. The uncertainties inherent in estimating oil and gas resources and reserves are generally greater for areas where there has been limited historic hydrocarbon exploration, such as in the case of contingent, and in particular, prospective resource estimates, which are derived from the interpretation of seismic and other geoscientific data and, where appropriate, drilling results. Such interpretation and estimates of the amounts of oil and gas resources are subjective and the results of drilling, testing and production subsequent to the date of any particular estimate may result in substantial revisions to the original interpretation and estimates, including the recoverability and commerciality of the reserves and resources.
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We may need to obtain external debt and equity financing to support growth, undertake acquisitions of new contract areas or to develop new projects. Accordingly, our ability to obtain bank financing depends, to a certain extent, on the value of our proved and probable reserves. Any revisions to hydrocarbon volume estimates may have an effect on our current and future banking facilities. Furthermore, any revisions may also have an effect on the book value of the contract areas recorded in our financial statements. In the event that our reserves are assessed to be lower than previously recorded, our business, results of operations, financial condition and prospects may be adversely affected. Our use of 2D and 3D seismic data is subject to interpretation and may not accurately identify the presence of oil and gas Seismic data is a method used to determine the depth and orientation of subsurface rock formations. Seismic data is generated by applying a source of energy, such as vibrations, to the surface of the ground and capturing the reflected sound waves to create two-dimensional (2D) lines or threedimensional (3D) grids, the latter of which provide more accurate subsurface maps. Even when properly used and interpreted, 2D and 3D seismic data and visualization techniques are only tools used to assist geoscientists in identifying subsurface structures and hydrocarbon indicators and do not enable geoscientists to know whether hydrocarbons are, in fact, present in those structures or the amount of hydrocarbons. We employ 3D seismic technology with respect to certain of our projects. In addition, the use of 3D seismic and other advanced technologies requires greater pre-drilling expenditures than traditional drilling strategies, and we could incur greater drilling and exploration expenses as a result of such expenditures, which may result in a reduction in our returns. Moreover, our drilling activities may not be successful or economical, and our overall drilling success rate, or our drilling success rate for activities in a particular area, could decline. More than half of our contract areas are unproven and may never be developed We currently have insufficient producing assets to cover our exploration and development costs. More than half of our contract areas are unproven and undeveloped, and we would require significant capital to prove and develop such contract areas before they may become productive. Estimates of oil and gas reserves in the subsurface are made by inferring subsurface conditions from limited surface data such as seismic data, and wells that penetrate only a small fraction of potential and actual reservoirs. Such inferences are, by their nature, uncertain and while such uncertainties can be reduced by additional seismic data or the drilling of further wells, they cannot be eliminated. Accordingly, there is no way to predict in advance of drilling and testing whether any particular prospect will yield oil or gas in sufficient quantities to recover drilling or completion costs or to be commercially viable. The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether oil or gas will be present or, if present, whether oil or gas will be present in quantities that would be commercially viable to recover. See Our use of 2D and 3D seismic data is subject to interpretation and may not accurately identify the presence of oil and gas. Due to the inherent uncertainties associated with drilling for oil and gas, some or all of these contract areas may never be successfully drilled and developed, and the exploration and production results in respect of certain of our contract areas have not been as successful as anticipated. If we are successful in our drilling and development efforts, we would require significant capital to drill and develop our contract areas and it could take several years for a significant portion of our unproven contract areas to be developed and generate positive cash flow. We face exploration, development and production risks We face a variety of risks related to the exploration, development and production of hydrocarbon products as well as operational, geophysical, financial and regulatory risks. The results of exploration, development and production are uncertain and, therefore, oil and gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not achieve sufficient revenues to return a positive cash flow after taking into account drilling, development, operating and other costs. Completion of a well does not assure a profit on the investment or recovery
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of costs associated with drilling, completion or other aspects of operations. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and adverse field operating conditions may affect production from successful wells. These conditions may include, amongst other things, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. Production delays and declines from normal field operating conditions may occur, and may adversely affect revenue and cash flow levels. Our oil and gas exploration, appraisal, discovery, development and production operations involve risks including blowouts, oil spills and fires (each of which could result in damage to, or destruction of, wells, production facilities or other property, injury to persons or environmental pollution), geological uncertainties (such as unusual or unexpected rock formations and abnormal pressures, which may result in dry wells), failure to produce oil or gas in commercial quantities or an inability to fully produce discovered reserves. Offshore operations are also subject to hazards inherent in marine operations, such as capsizing, sinking, grounding, collision and damage from severe weather conditions or damage to pipelines, platforms, facilities and subsea facilities from trawlers, anchors and vessels, storms, strong currents, and risks and hazards resulting from navigational difficulties. These hazards could result in substantial losses to us due to injury and loss of life, severe damage to, or destruction of, property and equipment, pollution and other environmental damage or suspension of operations, and we may be exposed to substantial liability in connection with any of these hazards. These risks may individually or collectively diminish the returns we obtain in relation to any discovery or even the ability to realize any value from the discovery at all, which may have a material adverse effect on our business, results of operations, financial condition and prospects. The occurrence of a significant event that is not fully insured, or the insolvency of our insurers, could have an adverse effect on our business results of operations, financial condition or prospects. See Risks Relating to Our Business and OperationsOur insurance coverage may not cover all types of possible losses and may be insufficient to cover certain losses. We rely on access to necessary equipment and transportation systems from independent third-party providers Oil and gas exploration and development activities are dependent upon the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for limited equipment such as drilling rigs, or access restrictions on such equipment, may affect the availability of, and our access to, such equipment. In the areas in which we operate there is significant demand for drilling rigs and other related equipment and even if we are successful in obtaining access to drilling rigs and other equipment, it may only be after significant delay. Failure by us or our contractors to secure necessary equipment could have a material and adverse effect on our business, results of operations, financial condition and prospects. We contract or lease services and capital equipment from third-party providers and will continue to do so. Such equipment and services can be scarce and may not be readily available. In addition, costs of third-party services and equipment have increased significantly over recent years and may continue to rise. Scarcity of equipment and services and increased prices may in particular result from any significant increase in exploration and development activities on a region by region basis. In the regions in which we operate, there is significant demand for capital equipment and services. The unavailability and high costs of such equipment and services could result in a delay or restriction in our projects and adversely affect the feasibility and profitability of such projects, and therefore have a material and adverse effect on our business, results of operations, financial condition and prospects. We and our offtakers rely, and any future offtakers will rely, upon transportation systems, including systems owned and operated by third parties which may become unavailable. We may be unable to access the transportation systems we use currently or alternative transportation systems. Further, our offtakers could become subject to increased tariffs imposed by government regulators or the third-party
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operators or owners of the transportation systems available for the transport of our oil and gas which could result in decreased offtaker demand and downward pricing pressure. Moreover, we are subject to drilling and other exploration commitments under the terms of a number of our contract areas, and if, for any reason, we are unable to obtain the equipment or services necessary to fully perform our commitments, we may face penalties or the possible loss of some of our rights and interests in such contract areas, which may have a material and adverse effect on our business, results of operations, financial condition and prospects. Additionally, importation of certain equipment and chemicals for drilling, exploration and production requires licenses of the relevant governmental agencies which may cause unexpected delay and substantial costs. We rely on the discovery and development of additional reserves to replace our produced reserves We must continually acquire, explore for or develop new hydrocarbon reserves to replace those produced and sold. If we are unsuccessful in locating and developing or acquiring new reserves, our existing reserves (and hence production) will decline over time due to depletion by production. Our ability to achieve this objective depends, in part, on our level of success in discovering or acquiring additional oil and gas reserves, and our further exploration and development of our existing reserves base. Such exploration and development activities expose us to a number of risks, including competition from other interested purchasers who may have larger financial resources than we do; unidentified historical or future liabilities of the operations that we may acquire; the inability to receive accurate and timely information about these operations in order to make informed investment decisions; problems in integrating acquired operations; problems in hiring and retaining qualified personnel; as well as the geological risk that commercially recoverable reserves will not be discovered. Exploration, development and the acquisition of reserves are capital intensive. If we are not successful in exploring for or developing new reserves, or acquiring contract areas containing proved plus probable reserves, our total proved plus probable reserves will decline, which will adversely affect our business, results of operations, financial condition and prospects. We may face unanticipated increased or incremental costs The oil and gas industry is capital intensive. To implement our business strategy, we have invested, and continue to invest, in drilling and exploration activities and infrastructure. Our current and planned expenditures on such projects may be subject to unexpected problems, costs and delays, and the economic results and the actual costs of these projects may differ significantly from our current estimates. We rely on suppliers and contractors to provide materials and services in conducting our exploration and production activities. Any competitive pressures on our suppliers and contractors, or substantial increases in the worldwide prices of commodities, such as steel, could result in a material increase of costs for the materials and services required to conduct our business. The cost increases may be the result of inflationary pressures. For example, due to high global demand and a limited number of suppliers, the cost of oil and gas services and goods has increased significantly in recent years and could continue to increase. Future increases could have a material adverse effect on our operating income, cash flows and borrowing capacity and may require a reduction in the carrying value of our contract areas, our planned level of spending for exploration and development and the level of our reserves, which depends upon our ability to commercially exploit any underlying petroleum quantities. Prices for the materials and services we depend on to conduct our business may not be sustained at levels that enable us to operate profitably. We may also need to incur various unanticipated costs, such as those associated with personnel, transportation, government taxes and compliance with environmental and safety requirements. Personnel costs, including salaries, are increasing as the standard of living rises in the countries in which we operate and as demand for suitably qualified personnel in the oil and gas industry increases. An increase in any of these costs could have a material and adverse effect on our business, results of operations, financial condition and prospects.
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The expected levels of energy demand in Southeast Asia may not materialize Substantially all of our existing assets are located in Southeast Asia. If the economic growth in Southeast Asia does not continue or declines, or if all or part of the region enters into a recession, demand for oil and gas in the region and the prices of oil and gas in the region are likely to decline. As our hydrocarbon sales are made in Southeast Asia, our revenues and results of operations will be materially adversely affected if we are unable to find alternative markets. Even if we are successful in finding alternative markets outside of Southeast Asia, we may incur higher costs of sales as a result of, among other things, higher transportation expenses and additional import/export tariffs and taxes, and the pricing of oil and gas may be lower outside of Southeast Asia. Consequently, a decline in the actual or anticipated levels of energy demand in Southeast Asia may have a material adverse effect on our business, results of operations, financial condition and prospects. It may be expensive and logistically burdensome to discontinue operations should economic, physical or other conditions subsequently deteriorate Once we have an interest in an established oil or gas exploration and/or production operation in a particular location, it may be expensive and logistically burdensome to discontinue such operation should economic, physical or other conditions subsequently deteriorate. This is due to, among other reasons, the significant capital investments required in connection with oil and gas exploration and production, the nature of the contractual arrangements with government authorities in the relevant jurisdictions, and significant decommissioning costs. Additionally, because oil and gas assets in general are relatively illiquid, and would be even more so should the circumstances in the relevant jurisdiction deteriorate, our ability to promptly sell our assets or businesses in the event we were to discontinue operations in a particular jurisdiction may be limited. No assurance can be given that we will be able to sell any asset for the price or on terms we set, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. It is also not possible to predict with certainty the length of time that could be needed to find purchasers for our assets, if at all, and to complete the disposal of our assets in times of political, economic, financial or investment uncertainty. There are risks inherent in acquiring and integrating new exploration and development contract areas We have previously undertaken a number of acquisitions including our recent acquisitions of Block 9 in Bangladesh and G6/48 in Thailand (which remain subject to relevant government approvals). Although we perform a review of contract areas and records and documentation relating to the property being acquired that we believe is consistent with industry practices, it would not be practicable for us to review all records and documentation relating to each property and successful property acquisitions also require an assessment of a number of factors beyond our control. These factors include exploration potential, future oil and gas prices, operating costs, taxes and potential environmental and other liabilities. An in-depth review of all contract areas and records may not necessarily reveal existing or potential problems or violations of law, nor will it permit a buyer to become sufficiently familiar with the contract areas to fully assess their deficiencies, geological or otherwise, and capabilities. Physical inspection may not be performed on every well, and structural or environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. We may be required to assume pre-closing liabilities, including environmental liabilities or liabilities in connection with any violations of law, and acquire interests in properties on an as is basis which may include a lack of certain licenses, permits or authorizations necessary for the conduct of business relating to the acquired property. Save as disclosed in the risk factor headed Tax disputes relating to operations at Block 9 could expose us to liabilities, we do not expect to incur any such material preclosing liabilities or face such material lack of licenses, permits or authorizations in the acquisitions of Block 9 and G6/48. Any pre-closing liabilities or other problems with contract areas which we acquire may adversely affect our business, results of operations, financial condition and prospects. Moreover, integrating operations and personnel and pre- or post-completion costs may prove more difficult and/or expensive than anticipated, thereby rendering the value of any company or assets
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acquired less than the amount paid. The integration of acquired businesses requires significant time and effort on the part of our management. Integration of new businesses can be difficult, because our operational and business culture may differ from the cultures of the businesses we acquire, unpopular cost cutting measures may be required, internal controls may be more difficult to maintain and control over cash flows and expenditures may be difficult to establish. While we have successfully completed the integration of the contract areas we have acquired thus far, we could experience difficulties in integrating future acquisitions as successfully, which could have a material and adverse effect on our business, results of operations, financial condition and prospects. Our business development may require external financing and our ability to obtain such financing is uncertain We may need to obtain external debt and equity financing, through public or private financing, or farm-out certain contract areas to support growth, to acquire new contract areas or to develop new projects. Moreover, we are subject to drilling and other exploration commitments under the terms of our contract areas, and if, for any reason, we are unable to fully fund our drilling budget and fail to satisfy our commitments, we may face penalties or the possible loss of some of our rights and interests in prospects. Our ability to finance our capital expenditure plans is subject to a number of risks, contingencies and other factors, some of which are beyond our control. Among other things, any significant decrease in the prices or demand for oil or gas, or adverse developments in the Asian and international equity capital or credit markets, may be significant barriers to raising financing and may significantly increase the overall cost of our funds. Moreover, we may not be successful in our ordinary course business strategy of farming out interests in our contract areas in order to reduce our necessary exploration and development expenditures, which could result in us requiring more capital resources than otherwise anticipated. There is no assurance that additional funding, if needed, will be available on acceptable terms, or at all. If adequate funding is not available to us on terms acceptable, or at all, this will materially and adversely affect our ability to fund the development and expansion of our business. Our inability to obtain sufficient funding for operations or development plans could adversely affect our business, results of operations, financial condition and prospects. We operate in a competitive environment The oil and gas industry is highly competitive. Key areas in respect of which we face competition include:

acquisition of exploration and production licenses through bidding processes run by governmental authorities; alternative energy sources that may compete with or reduce demand for oil and gas; acquisition of other companies that may already own licenses or existing hydrocarbon assets; engagement of third-party service providers whose capacity to provide key services may be limited; entering into commercial arrangements with customers; purchase of capital equipment that may be scarce; and employment of highly skilled personnel and professional staff.

We compete with oil and gas companies that possess greater technical, physical and financial resources, longer operating histories and larger teams of technical and professional staff. Many of these competitors not only explore for and produce oil and gas, but also carry on refining operations and market hydrocarbon and other products on an international basis. These competitors may be able to pay more for producing oil and gas contract areas and exploratory prospects and to evaluate, bid for and purchase a greater number of contract areas and prospects than our financial or personnel resources
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permit. This may result in higher than anticipated prices for the acquisition of licenses or assets, the hiring by competitors of key management or operatives, restrictions on the availability of equipment or services. If we are unsuccessful in identifying suitable contract areas or continuing satisfactory relationships with our partners and competing against other companies, our business, results of operations, financial condition and prospects could be materially adversely affected. We are subject to environmental regulations and risks The oil and gas industry is subject to laws and regulations relating to environmental and safety matters in the exploration for and the development and production of hydrocarbons. Many of the environmental laws and regulations applicable to the countries where we operate are significantly less developed than those in certain developed market economies. We incur, and expect to continue to incur, substantial capital and operating costs in order to comply with increasingly complex health, safety and environmental laws and regulations. New laws and regulations, the imposition of tougher licensing requirements, increasingly strict enforcement of, or new interpretations of, existing laws, regulations and licenses, or the discovery of previously unknown contamination may require further expenditures to:

modify operations; install pollution control equipment; perform site clean ups; curtail or cease certain operations; cease operations temporarily or permanently; or pay fees or fines or make other payments for pollution, discharges or other breaches of environmental requirements.

These factors may lead to delayed or reduced exploration, development or production activity as well as increased costs. Furthermore, the discharge of oil, gas or other pollutants into the air, soil or water, whether inadvertent or otherwise, may give rise to liabilities to the governments of the countries in which we operate and to third parties, and may require us to incur costs to remedy such discharge. The terms of licenses or permissions may include even more stringent environmental and/or health and safety requirements. In certain cases, severe environmental damage, such as that seen during the Deepwater Horizon incident in the Gulf of Mexico in 2010, could give rise to financial liabilities that exceed the value of our assets. Further, there is a risk that, in the event that we do incur costs to remedy any such discharges, such costs would exceed that value of our assets or insurance coverage. See Risks Relating to Our Business and OperationsOur insurance coverage may not cover all types of possible losses and may be insufficient to cover certain losses. We cannot accurately predict our future decommissioning liabilities We have assumed certain obligations in respect of the decommissioning of our fields and related infrastructure. These liabilities are derived from legislative and regulatory requirements concerning the decommissioning of wells and production facilities and require us to make provision for and/or underwrite the liabilities relating to such decommissioning. Although our accounts make a provision for such decommissioning costs (such provisions amounted to US$24.6 million as of March 31, 2013), there can be no assurances that the costs of decommissioning will not exceed the amount of the longterm provision set aside to cover such decommissioning costs. In addition, local or national governments may require decommissioning to be carried out in circumstances where there is no express obligation to do so, which may result in higher decommissioning costs than we expected at the
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time when we made provisions. It is therefore difficult to forecast accurately the costs that we will incur in satisfying our decommissioning obligations and we may have to draw on funds from other sources to bear such costs. Any significant increase in the actual or estimated decommissioning costs that we incur could have a material adverse effect on our business, results of operations, financial condition and prospects. Derivative activities could result in financial losses or could reduce our earnings To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the prices of oil, we enter into derivative instrument contracts from time to time. Specifically, in the past we utilized commodity derivatives to reduce our exposure to fluctuations in the price of oil. Although we do not currently have any outstanding derivative contracts, we expect from time to time to enter into oil put options depending on market conditions. Accordingly, our earnings may fluctuate as a result of changes in the fair value of our derivative instruments. For example, we paid US$0.6 million in 2011 and US$0.5 million in 2012 for premiums on oil put options. Derivative instruments also expose us to the risk of financial loss in some circumstances, including when the counterparty to the derivative instrument defaults on its contractual obligations or there is an increase in the differential between the underlying price in the derivative instrument and actual prices received. The use of derivatives may, in some cases, require the posting of cash collateral with counterparties. If we enter into derivative instruments that require cash collateral and commodity prices or interest rates change in a manner adverse to us requiring us to pose the cash collateral, our cash otherwise available would be reduced, which could limit our ability to make future capital expenditures. Future collateral requirements will depend on arrangements with our counterparties, volatile oil prices and interest rates. Risks Relating to the Jurisdictions in which we Operate We are subject to government regulations relating to the oil and gas industry and the procurement of relevant government permits, licenses and approvals Our current operations are, and our future operations will be, subject to licenses, regulations and approvals for the exploration, development, construction, operation, production, marketing, pricing, transportation and storage of oil and gas. The governments of the countries in which we operate have exercised and continue to exercise significant influence over their respective oil and gas industries. In certain developing countries, petroleum companies have faced the risks of expropriation or nationalization, breach, abrogation or renegotiation of project agreements, application to such companies of laws and regulations from which they were intended to be exempt, denials of required permits and approvals, increases in royalty rates and taxes that were intended to be stable, application of exchange or capital controls, and other risks. Any government action (such as a change in oil and/or gas pricing policy or taxation rules or practice, or renegotiation or nullification of existing concession contracts or oil and gas exploration policy, laws or practice), could have a material adverse effect on us. Sovereign or regional governments could also require us to grant to them larger shares of oil and gas or revenues than previously agreed to, or postpone or review projects, nationalize assets, or make changes to laws, rules, regulations or policies, in each case, which could adversely affect our business, prospects, financial condition and results of operations. Possible future changes in the government, major policy shifts or increased security arrangements in the countries in which we operate could have to varying degrees an adverse effect on the value of our investments. These factors could have a material adverse effect on our business, results of operations, financial condition and prospects. In Cambodia, the regulatory infrastructure applicable to upstream oil and gas opportunities is still relatively new and in development. There are no producing contract areas nor contract areas in development in Cambodia, and so regulations governing contract areas at those stages are as yet untested, as are the relationships between contractual terms provided in petroleum agreements to which the CNPA is a party and prevailing laws and regulations. Block A is pending, among other things, CNPA approval of the PPA, and there is no certainty as to when, if ever, such approval will be forthcoming. As part of the review and approval process by the CNPA, the petroleum agreement for Block A may be subject to renegotiation. It is unclear when the PPA review and possible petroleum
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agreement negotiations will be completed. Similarly, due to the unclear relationship between petroleum contracts and petroleum laws and regulations in Cambodia, there is uncertainty as to whether some of the terms of the petroleum agreement are in compliance with, or will be enforceable under, prevailing laws. Such terms may also be subject to renegotiation at the request of the CNPA and/or the Cambodian Government. As such, it is uncertain whether the terms provided in the petroleum agreement and the PPA, including the fiscal terms, are the terms that will be in place once Block A reaches development or production. Any protracted negotiations in relation to Block A will delay the date of final investment decision, which may limit our ability to develop Block A in the near future, or at all. Moreover, any renegotiation of the fiscal or other terms of the petroleum agreement or PPA in relation to Block A may adversely impact our business results of operations, cash flows, financial condition and prospects. We are currently awaiting certain government permits, licenses and approvals in relation to our acquisitions of interests in contract areas, exploration plans and/or development plans in a number of contract areas. In particular, signature by the CNPA of the deed of accession finalizing our acquisition of title to our interest in Block A is pending and we are awaiting CNPA approval of the PPA for the development of Block A. We are also awaiting approval from the Thai Government for our acquisition of the 30.0 per cent. Working Interest in, and operatorship of, G6/48 in the Gulf of Thailand and approvals from the Bangladesh Government and Petrobangla for our acquisition of TBL. There can be no assurance that we will receive the necessary permits, licenses and approvals in a timely fashion or at all or that such permits, licenses or approvals will not contain onerous restrictions or conditions. The implementation of our exploration and/or development plans in contract areas is subject to receiving the necessary government permits, licenses and approvals, and failure to obtain, or a delay in obtaining, such permits, licenses and approvals, or the subsequent revocation of such permits, licenses and approvals, could have a material adverse effect on our business, financial condition, results of operations and prospects. Once commercial production is established and/or exploration success is achieved in a contract area, we may be required under the terms of our license to apply for contract extensions from time to time to provide adequate time to explore and develop the relevant contract area. Approvals of such extensions are based on the fulfillment of work programs. In the event that we are not able to fulfill a work programs obligations in respect of a contract area or are in breach of the terms of our license, the host government might not grant extensions on the terms of these contract areas. There is no assurance that the governments of the countries in which we operate will not postpone or review projects or will not make any changes to government policies, in each case which could adversely affect our business results of operations, financial position and prospects. See The countries in which we operate face political, economic, fiscal, legal, regulatory and social uncertainties. The countries in which we operate face political, economic, fiscal, legal, regulatory and social uncertainties Our operations are exposed to the political, economic, fiscal, legal, regulatory and social environment of the countries in which we operate. Our business involves a high degree of risk, which a combination of experience, knowledge and careful evaluation may not overcome. These risks include, but are not limited to, civil strife or labor unrest, armed conflict, limitations or price controls on oil exports and limitations or the imposition of tariffs or duties on imports of certain goods. Exploration and development activities in developing countries may require protracted negotiations with host governments, national oil companies and third parties and may be subject to economic and political considerations such as the risks of war, community disturbances, criminal activities (such as oil or gas theft), expropriation, nationalization, renegotiation, forced change or nullification of existing contracts or royalty rates, unenforceability of contractual rights, foreign ownership controls or approvals, protests, changing taxation policies or interpretations, adverse changes to laws (whether of general application or otherwise) or the interpretation thereof, foreign exchange restrictions, inflation, changing political conditions, the death or incapacitation of political leaders, local currency
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devaluation, currency controls, and foreign governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Any of the factors detailed above or similar factors could have a material adverse effect on our business, results of operations or financial condition. If disputes arise in connection with our operations in developing countries, we may be subject to the exclusive jurisdiction of foreign courts or foreign arbitration tribunals or may not be successful in subjecting foreign persons, especially foreign oil ministries and national oil companies, to the jurisdiction of courts in other countries. Further, we may also be adversely affected by increased action by nongovernmental organizations opposing to the oil and gas exploration and production industry. Risks associated with emerging and developing markets generally The disruptions experienced in the international and domestic capital markets have led to reduced liquidity and increased credit risk premiums for certain market participants and have resulted in a reduction of available financing. Companies located in countries with emerging markets, such as those in Southeast Asia where we operate, may be particularly susceptible to these disruptions and reductions in the availability of credit or increases in financing costs, which could result in them experiencing financial difficulty. In addition, the availability of credit to entities operating within the emerging and developing markets is significantly influenced by levels of investor confidence in such markets as a whole and as such any factors that impact market confidence including a decrease in credit ratings, state or central bank intervention in a market or terrorist activity and conflict, could affect the price or availability of funding for entities within any of these markets. Since the onset of the global economic crisis in 2007, certain emerging market economies have been, and may continue to be, adversely affected by market downturns and economic slowdowns elsewhere in the world. As has happened in the past, financial problems outside countries with emerging or developing economies, or an increase in the perceived risks associated with investing in such economies could dampen foreign investment in and adversely affect the economies of these countries. Investments in emerging markets such as Bangladesh, Cambodia, Indonesia, Thailand and Vietnam are therefore subject to greater risks than more developed markets, including in some cases significant legal, fiscal, economic and political risks. Accordingly, investors should exercise particular care in evaluating the risks involved in an investment in us and must decide for themselves whether, in the light of those risks, their investment is appropriate. The countries in which we operate may suffer from governmental or business corruption We operate and conduct business in countries which some perceive as having potentially more corrupt governmental and business environments compared to certain developed countries. Corrupt action against us could have a material adverse effect on our business, results of operations or financial condition. In spite of our best efforts, it may not be possible for us to detect or prevent every instance of fraud, bribery and corruption in every jurisdiction in which our employees, agents, subcontractors or joint-venture partners are located. We may therefore be subject to civil and criminal penalties and to reputational damage. Instances of fraud, bribery and corruption, and violations of laws and regulations in the jurisdictions in which we operate, could have a material adverse effect on our business, results of operations, financial condition and prospects. Tax disputes relating to operations at Block 9 could expose us to liabilities In connection with the on-going acquisition of a 30.0 per cent. Working Interest in, and operatorship of, Block 9, we signed a SPA with Tullow Oil International Limited (Tullow) on April 8, 2013 for the acquisition of all the outstanding shares in TBL. As the operator of Block 9, TBL had on February 3, 2013 successfully obtained judgment from the High Court of Bangladesh against the Commissioner of Taxes for a tax assessment confirming the deductibility of up to US$118.63 million in respect of past expenditure in Block 9 (Bangladesh Tax Dispute). Based on the prevailing Bangladesh corporate income tax rate of 37.5 per cent., the Bangladesh Tax Dispute presents a potential tax liability of around US$44.49 million excluding late interests and penalties. Although the
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decision of the High Court of Bangladesh was given in favor of TBL, an appeal to the Appellate Division of the Supreme Court of Bangladesh was filed by the Commissioner of Taxes on June 2, 2013. The appeal process to challenge the decision of the High Court of Bangladesh in favor of TBL is in its early stages, and the ultimate outcome will not be determined until the appeal process is complete, which may take many years. In this connection, the purchaser of TBL, KrisEnergy Asia Holdings BV, the vendor, Tullow and TBL had on April 8, 2013 entered into a tax deed for which Tullow shall indemnify KrisEnergy Asia Holdings BV as to any tax, claims or losses arising from the Bangladesh Tax Dispute, whether before or following the completion of the acquisition of TBL. In addition, Tullow Oil plc, the ultimate parent of Tullow and an international oil and gas company listed on the London Stock Exchange, has provided a deed of guarantee dated April 8, 2013 guaranteeing all obligations of Tullow, including that under the tax deed. However, in the event that Tullow or Tullow Oil plc, as the case may be, is unable to make good the indemnity in the event it is triggered under the tax deed or deed of guarantee, as the case may be, TBL may be exposed to any tax, claims or losses arising from the Bangladesh Tax Dispute, and this may in turn have a material adverse effect on our consolidated financial position, results of operations or cash flows. A portion of Block 120 may be affected by border disputes between China and Vietnam A portion of Block 120 in the South China Sea is located in waters over which there has been a longstanding territorial dispute between Vietnam and China. China asserts sovereignty over a large portion of the South China Sea, including certain portions near mainland Vietnam that overlap with between one quarter and one third of the eastern portion of Block 120 and over which Vietnam also asserts territorial sovereignty. For instance, in June 2012 the China National Offshore Oil Corp. put up for tender nine exploration contract areas in disputed waters in the South China Sea. The Vietnamese government also claims that Chinese vessels have deliberately cut exploration cables in Vietnamese waters, a claim which the Chinese government denies. While we have historically limited our activity in Block 120 to the portion of the contract area over which there is no territorial dispute, we intend to expand our activity to the entire contract area in the future. There can be no assurance that the territorial dispute between Vietnam and China will not affect our activities in the disputed portion of Block 120. If we conduct activities in the disputed portions of Block 120, it is possible that our vessels or those that we contract may be fired upon or interfered with by Chinese vessels. Further, due to the volatile nature of the dispute over the South China Sea, it may not be possible for us to contract for ships or other equipment to conduct activities in the disputed part of Block 120, or to do so on terms which we consider acceptable. Further, it is possible that Vietnam will relinquish sovereignty to the disputed portion of Block 120, voluntarily or otherwise, which may require us to forfeit or renegotiate our petroleum license over the disputed portion of Block 120. Any territorial dispute affecting Block 120 could materially and adversely affect our business, results of operations, financial condition and prospects. Some of the countries in which we operate suffer from terrorism and militant activity We operate and conduct business in countries which have experienced terrorist and militant activity. There can be no assurance that further terrorist acts will not occur in the future. The fear of terrorist actions, either against our properties or generally, could have an adverse effect on our ability to adequately staff and/or manage our operations or could substantially increase the costs of doing so. Any future terrorist acts in the countries in which we operate, or neighboring countries in Southeast Asia, could destabilize those countries and increase internal divisions within their governments, and might result in concerns about stability in the region and negatively affect investors confidence. Violent acts arising from and leading to instability and unrest have in the past had, and could continue to have, a material adverse effect on investment and confidence in, and the performance of, the economies in Southeast Asia, and in turn on our business. Any terrorist attack, including those targeting our properties, could interrupt parts of our business and materially and adversely affect our business, results of operations, financial condition and prospects.
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Some of the areas in which we operate lack physical infrastructure or contain physical infrastructure in poor condition Physical infrastructure in some areas of Bangladesh, Cambodia, Indonesia, Thailand and Vietnam is obsolete or non-existent and in certain respects has not been adequately funded and maintained. In some areas, oil and gas pipelines are particularly affected. Breakdowns or failures of any part of the physical infrastructure in the areas where we operate may disrupt our normal business activity, cause us to suspend operations or result in environmental damage to the surrounding areas. Further deterioration of the physical infrastructure in the areas where we operate may disrupt the transportation of goods and supplies, increase operational costs to doing business in these areas and generally interrupt business operations, any or all of which could have a material adverse effect on our business, results of operations, financial condition and prospects. The interpretation and application of laws and regulations in the jurisdictions in which we operate involves uncertainty The courts in the jurisdictions in which we operate may offer less certainty as to the judicial outcome or a more protracted judicial process than is the case in more established economies. Businesses can become involved in lengthy court cases over simple issues when rulings are not clearly defined, and the poor drafting of laws and excessive delays in the legal process for resolving issues or disputes compound such problems. Accordingly, we could face risks such as: (i) effective legal redress in the courts of such jurisdictions being more difficult to obtain, whether in respect of a breach of law or regulation, or in an ownership dispute, (ii) a higher degree of discretion on the part of governmental authorities and therefore less certainty, (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations, (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions, or (v) relative inexperience or unpredictability of the judiciary and courts in such matters. Enforcement of laws in some of the jurisdictions in which we operate may depend on and be subject to the interpretation placed upon such laws by the relevant local authority, and such authority may adopt an interpretation of an aspect of local law which differs from the advice that has been given to us by local lawyers or even previously by the relevant local authority itself. Furthermore, there is limited or no relevant case law providing guidance on how courts would interpret such laws and the application of such laws to our contracts, joint operations, licenses, license applications or other arrangements. For example, on November 13, 2012, the Indonesian Constitutional Court (MK) handed down Decision No. 36/PUU-X/2012 (Decision 36/2012), which declared several articles in Law 22 of 2001 pertaining to the establishment and functions of BP Migas to be unconstitutional and unenforceable. In its considerations, the MK elaborates its views on the meaning of Article 33 of the Constitution of Indonesia, concluding that the Indonesian Government should directly manage oil and gas resources, as opposed to only performing supervisory duties through BP Migas. Upon the announcement of Decision 36/2012, all provisions of Law 22 of 2001 relating to the establishment and functions of BP Migas ceased to have any binding force, and BP Migas therefore ceased to exist. However, in order to avoid legal uncertainty with respect to ongoing oil and gas business activities, the MK made clear, in Decision 36/2012, that pending the promulgation of further regulations and amendments to Law 22 of 2001, the functions and duties formerly held by BP Migas would be taken over by the Indonesian Government, represented by the Ministry of Energy and Mineral Resources (MEMR). The MK also stated that all PSCs signed by BP Migas would remain valid until their respective expiration dates or as agreed by the parties. This follows a line of constitutional precedent regarding the non-retroactivity of MK decisions. Since the issuance of Decision 36/2012, the Indonesian Government has authorized SKK Migas, pursuant to PR 9/2013, to take over the former functions and duties of BP Migas. There can be no assurance, however, that PR 9/2013, the establishment of SKK Migas, or any future amendments to Law 22 of 2001 or its implementing regulations, will not be the subject of further challenges before the MK.
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Moreover, in Indonesia, regional autonomy is a sensitive political subject. Laws and regulations have changed the regulatory environment by decentralizing certain regulatory and other authority from the central Indonesian Government to regional (i.e., provincial and/or local) governments. The process of devolving authority to regional governments is ongoing, and while the regulations on regional autonomy, as well as various sector-specific laws (including Law 22 of 2001), have set out the divisions of authority between the central Indonesian Government and the regional governments, the implementation of such regulations has been erratic, causing the scope of devolved authority to be uncertain. Although the central Indonesian Government has made efforts in the regulatory sector to curb overreaching by regional governments, jurisdictional uncertainty is expected to continue for the foreseeable future. One consequence of this uncertainty is that the powers of the licensing authorities in Indonesia are not completely transparent or clearly delineated. It is unclear whether the rights granted by the Indonesian Government at the central, provincial and local levels conflict with each other, or that the application of regulatory powers will be consistent. In addition, Indonesias Law No. 17 of 2008 on Shipping includes a cabotage rule. The cabotage rule specifically reserves domestic sea transportation activities to domestic shipping companies using Indonesian-flagged vessels and Indonesian crews. The Indonesian Government has interpreted the cabotage requirement broadly to apply not only to vessels engaged in the transportation of goods and passengers, but also to offshore platforms, construction and drilling vessels, FPSOs and other specialized equipment used in the offshore oil and gas industry. For the time being, the Indonesian Ministry of Transportation has exempted certain specialized oil and gas vessels, including vessels conducting oil and gas survey activities, drilling, offshore construction, offshore supporting activities, dredging and salvage and sub-sea work, from flying the Indonesian flag, as many vessels used for oil and gas activities are high-tech specialized vessels, expensive, and currently not available from Indonesian shipbuilders. However, some of the exemptions (e.g., for diving support vessels) expired in December 2012, and the remaining exemptions are scheduled to expire in December 2013 (for draghead/trailing suction hopper dredger), December 2014 (for seismic, geophysics and geotechnical survey vessels) and December 2015 (for deep water drill ships). After December 2015, the exemptions will no longer apply and the cabotage principle will be fully applied to all vessels, at which point we will be required to use Indonesian-flagged vessels in our offshore operations unless the exemptions are extended. There can be no assurance that any of the existing exemptions will be extended, or that Indonesian-flagged vessels will be available on terms that we find acceptable, or at all, once the exemptions expire. If the exemptions are not extended, it is likely that the supply of such rigs and vessels for use in our Indonesian operations will reduce as there is no certainty that international oil services companies will re-flag their rigs and vessels. This could potentially increase our costs of operations and delay exploration and/or development within our Indonesian contract areas, which could materially and adversely affect our growth, business results of operations, financial condition and prospects. There can be no assurance that unfavorable interpretation or application of the laws in the jurisdictions in which we operate will not adversely affect our contracts, joint operations, licenses, license applications or other legal arrangements. In certain jurisdictions, the commitment of local businesses, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be less certain and more susceptible to revision or cancellation, and legal redress may be uncertain or delayed. If the existing body of laws and regulations in the countries in which we operate are interpreted or applied, or relevant discretions exercised, in an inconsistent manner by the courts or applicable regulatory bodies, this could result in ambiguities, inconsistencies and anomalies in the enforcement of such laws and regulations, which in turn could hinder our longterm planning efforts and may create uncertainties in our operating environment. We may be subject to sovereign immunity risk in the countries in which we operate All of the countries in which we operate have constitutions and laws which entrench and vest all of the rights over their natural resources in the state, including oil and gas resources, which are regarded as sovereign state assets. These countries have also established state-owned entities which enter into commercial contracts with oil and gas exploration and production companies in relation to the
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exploration, development and production of oil and gas resources. Accordingly, the natural resources discovered within a contract area are ultimately owned by the state and the exploration and production company only has contractual rights of exploration, development and production. As our contracts are with state-owned entities, in the event of a dispute, it is uncertain if these state-owned entities will be able to invoke the principles of sovereign immunity. The invocation of such immunity may limit our ability to enforce our rights, which in turn adversely affects our business, results of operations, financial condition and prospects. We may be subject to changes in taxation in the countries in which we operate We are subject to taxation in various countries and are faced with increasingly complex tax laws. The amount of tax we pay could increase substantially as a result of changes in, or new interpretations of, these laws, which could have a material adverse effect on our liquidity and results of operations. During periods of high profitability in the oil and gas industry, there are often calls for increased or windfall taxes on oil and gas revenue. Taxes have increased or been imposed in the past and may increase or be imposed again in the future. In addition, taxing authorities could review and question our tax returns leading to additional taxes and penalties which could be material. Certain recent changes to Indonesian tax laws may adversely affect us. We have interests in seven PSCs in Indonesia, which were entered into at various times ranging from January 13, 2003 to July 20, 2012. On December 20, 2010, the Indonesian Government enacted Government Regulation 79/2010 (GR 79/2010), which changes the regime governing cost recovery under PSCs and the taxation of oil and gas activities. GR 79/2010 generally applies to PSCs entered into after December 20, 2010. PSCs entered into before December 20, 2010 will continue to be governed by the regulations prevailing at the time such PSCs were executed, unless it is determined that such PSCs have not expressly or sufficiently provided for the areas mentioned in the list below, in which case the provisions of GR 79/2010 will apply and such PSCs must be adjusted within three months of the effective date of GR 79/2010 (being December 20, 2010). It is not yet clear who will make such determinations or how they will be made. The transitional provisions in GR 79/2010 list eight areas that makes GR 79/2010 applicable to PSCs entered into before December 20, 2010 including:

government share, requirements for cost recovery and the norms for claiming operating nonallowable costs; the appointment of independent third parties to carry out financial and technical verifications; the issuance of income tax assessments; the exemption of customs duty and import tax on the importation of goods used during exploitation and exploration activities; contractors tax in the form of oil and gas from the contractors share; and income from outside the PSC in the form of uplifts and/or the transfer of PSC interests.

Changes to any of the above areas may result in higher taxes and operating costs in Indonesia, which could have a material adverse effect on our business, results of operations, financial condition and prospects. See Appendix BRegulationSummary of Relevant Indonesian Laws and Regulations. Natural disasters in certain of the countries in which we operate could disrupt the economy of such countries and our business Our operations, including our drilling and other exploration activities and the transport and other logistics on which we are dependent, may be adversely affected and severely disrupted by climatic or geophysical conditions. Natural disasters or adverse conditions may occur in those geographical areas in which we operate, including severe weather, tsunamis, cyclones, tropical storms, earthquakes,
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floods, volcanic eruptions, excessive rainfall and droughts as well as power outages or other events beyond our control. In recent years, several particularly destructive natural disasters have occurred in Southeast Asia. Examples of these natural disasters include: the 2011 floods during the Southeast Asian monsoon season, which killed at least 1,000 people and affected at least three million people; an underwater earthquake that struck off the coast of Sumatra in December 2004, which caused a tsunami that devastated coastal communities in Indonesia, Thailand and Sri Lanka, and killed at least 220,000 people; tsunamis in West Sumatera in 2010 and West Java in 2006; and separate earthquakes in Papua, West Java, Sulawesi and Sumatra in 2009. Indonesia also experienced significant flooding in Jakarta in February 2007 and January 2013, and in March 2009 torrential rain caused a dam to burst outside Jakarta, resulting in the death of approximately 100 people. A significant earthquake or other geological disturbance or natural disaster in more populated cities and financial centers could severely disrupt that countrys economy and undermine investor confidence and have a material adverse effect on our business, results of operations, financial condition and prospects. Risks Relating to Our Offering and Investment in Our Shares Our Shares may not be a suitable investment for all investors Each prospective investor in the Offering Shares must determine the suitability of that investment in light of its own circumstances. In particular, each prospective investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Offering Shares, the Company, the merits and risks of investing in the Offering Shares and the information contained in this offering document; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Offering Shares and the effect the Offering Shares will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Offering Shares, including where the currency of the Offering Shares is different from the prospective investors currency; understand thoroughly the terms of the Offering Shares; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic and other factors that may affect its investment and its ability to bear the applicable risks.

Sales or possible sales of a substantial number of Shares by us, our Controlling Shareholders or the Cornerstone Investors following the Offering could adversely affect the market price of our Shares Following the Offering, and based on the Assumed Offering Price and the exchange rate of US$1.00 = S$1.26, we will have [1,046,154,000] issued Shares, of which [503,604,568] and [328,000,000] Shares, or [48.1] and [31.4] per cent. of our outstanding Shares, will be beneficially owned by First Reserve and Keppel, respectively (assuming the Over-allotment Option is not exercised), and per cent. of our outstanding Shares will be owned by the Cornerstone Investors (other than Keppel). Our Shares will be traded on the Main Board of the SGX-ST. For varying periods after the Listing Date, we and certain of our shareholders are restricted from selling Shares. See Plan of Distribution. Any future sale or an increased availability of Shares may have a downward pressure on our Share price. The sale of a significant number of Shares in the public market after the Offering, including by our Controlling Shareholders, or the issuance of further new Shares by us, or the perception that such sales may occur, could materially affect the market price of our Shares. These factors also affect our ability to sell additional equity securities at a time and at a price favorable to us. Except as otherwise described in the section entitled Plan of DistributionNo Sales of Similar Securities and Lock-up in
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this offering document, there will be no restriction on the ability of our Controlling Shareholders to sell their Shares either on the SGX-ST or otherwise. We are a Cayman Islands incorporated company and the rights and protection accorded to our shareholders may not be the same as those of other jurisdictions Our Company is incorporated in the Cayman Islands as an exempted company and is subject to the Cayman Islands Companies Law and we will also have to comply with the Listing Manual upon our admission to the Main Board of the SGX-ST. The Singapore Companies Act may provide shareholders of Singapore incorporated companies certain rights and protection of which there may be no corresponding rights or protections under the Cayman Islands Companies Law. As such, if you invest in our Shares, you may or may not be accorded the same level of shareholder rights and protection that a shareholder of a Singapore incorporated company would be accorded under the Singapore Companies Act. The rights of our shareholders and the responsibilities of our management and the Board of Directors under Cayman Islands law may be different from those applicable to a company incorporated in another jurisdiction, including Singapore and the United States. Our corporate affairs are governed by our Articles, the Cayman Islands Companies Law and the common law of the Cayman Islands. The laws of the Cayman Islands relating to the protection of the interests of minority shareholders are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The laws of the Cayman Islands relating to the protection of the interests of minority shareholders may differ in some respects from those established under statutes and under judicial precedents in Singapore or other jurisdictions. For example, in the absence of provisions in the articles of association of the company, there is no mechanism for minority shareholders to convene a general meeting of the company. Our public shareholders may have more difficulty in protecting their interests in connection with actions taken by our management, members of our Board of Directors or our principal shareholders than they would as shareholders of a company incorporated in another jurisdiction. See Appendix FSummary of Certain Provisions of the Cayman Islands Companies Law and the Memorandum and Articles of Association of our Company. There has been no prior market for our Shares Prior to the Offering, there has been no public market for our Shares, and an active public market for our Shares may not develop or be sustained after the Offering. Although we have applied for our Shares to be listed on the Main Board of the SGX-ST, we cannot assure you that an active public market for our Shares will develop. In addition, there is no guarantee of the continued listing of our Shares. The Offering Price of our Shares may not be indicative of prices that will prevail in the trading market. You may not be able to resell our Shares at the Offering Price or at a price that is attractive to you. The trading prices of our Shares could be subject to fluctuations in response to variations in our results of operations, changes in general economic conditions, changes in accounting principles or other developments affecting us, our customers or our competitors, changes in financial estimates by securities analysts, the operating and stock price performance of other companies and other events or factors, many of which are beyond our control. Volatility in the price of our Shares may be caused by factors outside of our control or may be unrelated or disproportionate to our results of operations. Our Share price may fluctuate following the Offering The market price of our Shares may fluctuate as a result of, among others, the following factors, some of which are beyond our control:

quarterly variations in our results of operations; results of our exploration and development programs; results of operations that vary from the expectations of securities analysts and investors;
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results of operations that vary from those of our competitors; changes in expectations as to our future financial performance, including financial estimates by research analysts and investors; a change in research analysts recommendations; announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or capital commitments; announcements by third parties or governmental entities of significant claims or proceedings against us; new laws and governmental regulations applicable to our industry; additions or departures of key personnel; changes in exchange rates; changes in the price of oil or gas; fluctuations in stock market prices and volume; and general economic and stock market conditions.

There are relatively few oil and gas exploration and production companies listed on the Singapore capital markets and as a result there may be greater volatility in the price of our Shares due to various factors, including a lack of knowledge on the part of investors in evaluating companies in this sector. A decline in any of the factors listed above could adversely affect the price of our Shares. First Reserve, Keppel and their associates will be able to influence corporate actions and may have interests that differ from our own and those of other shareholders Immediately after the Offering, First Reserve, Keppel and their associates will beneficially own in the aggregate [79.5] per cent. of our Shares (assuming the Over-allotment Option is not exercised and based on the Assumed Offering Price and the exchange rate of US$1.00 = S$1.26). First Reserve, Keppel and their associates could influence the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, the election of directors and other significant corporate actions. These persons will also have veto power with respect to any shareholder action or approval requiring a majority vote except where they are required by the rules of the Listing Manual to abstain from voting. Such concentration of ownership may delay, prevent or deter a change in control of our Group which may benefit our other shareholders. We cannot assure you that First Reserve, Keppel or their associates will act solely in our or your interest, or that any differences of interest will be resolved in our or your favor. We do not intend to, and are constrained from, paying dividends on our Shares at any time in the foreseeable future We do not currently intend to pay dividends to our shareholders and our Board of Directors may never declare a dividend. We are not legally or contractually required to pay dividends and any determination to pay dividends in the future will be entirely at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial condition, business opportunities, contractual restrictions, restrictions imposed by applicable law and other factors that our Board of Directors deem relevant. You should not anticipate receiving dividends with respect to Shares that you purchase and/or subscribe in the Offering. In addition, our debt agreements limit or prohibit, and any of our future debt arrangements may restrict, among other things, the ability of our subsidiaries, including KrisEnergy Holding Company Ltd (KEHCL), our wholly owned subsidiary and the holding company through which we own substantially all of our assets, to make distributions to us and thus our ability to pay dividends to our shareholders. For a description of the covenants that restrict KEHCLs
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ability to pay dividends, see DividendsDividend Policy. Similarly, the shareholders agreement in respect of our interests in B8/32 Partners Limited (B8/32 Partners) and Orange Energy Limited (OEL), the entities through which we own our interests in B8/32 and B9A, two of our three producing assets, require a supermajority vote of the board of directors or shareholders meeting for the declaration of dividends. We hold minority interests in B8/32 Partners and OEL and have no board seats in either entity. Accordingly, if you purchase and/or subscribe Shares in this Offering, it is likely that in order to realize a gain on your investment, the price of our Shares will have to appreciate. This may not occur. See DividendsDividend Policy. There may be a delay or failure in the trading of our Shares The occurrence of certain events, including the following, may cause a delay in or the termination of our listing:

the Authority issues a Stop Order in respect of our Shares in Singapore; the identified investors in the Offering fail to subscribe for the portion of our Shares allocated to them; or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters exercise their rights pursuant to the Purchase Agreement and/or the Offer Agreement, as the case may be, to discharge themselves from their obligations thereunder.

In the event of a termination of our listing, subject to compliance with the Cayman Islands Companies Law, you will not receive any Shares and under Singapore law, we will be liable to return in full all monies paid in respect of any application for our Shares. Where the Authority issues a Stop Order and (i) in the case where our Shares have not been issued and/or transferred to the applicants, the applications for our Shares pursuant to the Offering shall be deemed to have been withdrawn and cancelled and we will have to pay to the applicants all monies the applicants have paid on account of their applications for our Shares; or (ii) in the case where our Shares have been issued and/or transferred to the applicants, the issue and/or sale of our Shares shall be deemed void and we will have to pay to the applicants all monies paid by them for our Shares. Our intended use of the proceeds of the Offering may not come to fruition We intend to use approximately S$ million (US$ million) of the proceeds from the Offering for acquisitions (including farm-ins), approximately S$ million (US$ million) for our planned capital expenditures, including exploring, appraising and developing our existing assets and approximately S$ million (US$ million) for general working capital. See Use of Proceeds. We do not currently have definite and specific commitments for the entire proceeds from the Offering, and our current intentions may not materialize and may be prohibited. As a result of the number and variability of factors that determine our use of the proceeds of the Offering, the actual uses may vary substantially from our current intentions. In such event, as we have broad discretion in the way we invest or spend the proceeds of the Offering, there can be no assurance that we will invest or spend the proceeds in ways with which you agree or which you believe will have the most beneficial effect on our profitability. This Offering will constitute a change of control event as defined in the trust deed governing the 2016 Notes (as defined below), which would give holders of the 2016 Notes the option to require us to redeem the 2016 Notes Under the trust deed governing our US$120.0 million 10.5 per cent. Senior Guaranteed Secured Bonds due 2016 dated July 21, 2011 (the 2016 Notes), it is a change of control event (a Change of Control Event) if any person(s), other than First Reserve Fund XII L.P. (FRXII), any parallel vehicle thereof and their respective alternative investment vehicles, and their respective affiliates (the Permitted Holders), becomes the owner, directly or indirectly, of 50.0 per cent. or more of our Shares. Upon the occurrence of a Change of Control Event, we are required to give prompt notice of
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the Change of Control Event to holders of the 2016 Notes, and in such notice to specify a change of control payment date no earlier than 30 days and no later than 60 days from the date the notice is provided (the Change of Control Payment Date). Each holder of the 2016 Notes has the option to require us to redeem the 2016 Notes it holds at 101.0 per cent. of the principal amount of the note, together with interest accrued to the date fixed for redemption. Such right expires five days prior to the Change of Control Payment Date. We expect that after the Offering (assuming the Over-allotment Option is not exercised and based on the Assumed Offering Price and the exchange rate of US$1.00 = S$1.26) the Permitted Holders will own [48.1] per cent. of our Shares. We intend to provide holders of the 2016 Notes with a notice of a change of control. While we do not expect that a substantial number of holders of the 2016 Notes will exercise their option to require us to redeem the 2016 Notes due to the current trading price of the 2016 Notes, there is no assurance that any or all of them will not do so. In the event that we are required to redeem a portion or all of the 2016 Notes, we intend to fund this redemption out of our cash on hand, which would reduce the amount of funds that we have available for capital expenditures until we are able to secure additional sources of financing, though there is no guarantee that we will be able to secure such financing on terms equally favorable to us as the 2016 Notes, or at all. Any reduction in our funds available for capital expenditures might negatively impact our growth and prospects. You will suffer immediate dilution, and may experience further dilution, in the net asset value of our Shares The Offering Price of our Shares is higher than our net asset value per Share. Dilution created by the Offering represents the amount by which the Offering Price paid by the subscribers or purchasers of our Shares exceeds the net tangible asset value per Share after the Offering. Since the Offering Price per Share exceeds the net tangible assets per Share immediately after the Offering, there is an immediate and substantial dilution for investors who participate in the Offering. Investors who subscribe for or purchase our Shares in the Offering will therefore experience immediate dilution in net asset value per Share of our Shares they own. See Dilution. In addition, we may enter into other transactions that may be further dilutive to investors in the future. Overseas shareholders may not be able to participate in future rights offerings or certain other equity issues by us Our Articles provide that in relation to any rights issue of Shares, we may, in our absolute discretion, elect not to extend an offer of the Shares under a rights issue to those shareholders whose addresses, as registered with CDP or recorded in our register of members, are outside Singapore. If we offer, or cause to be offered, to our shareholders rights to subscribe for additional Shares or any rights of any other nature, we will have discretion as to the procedure to be followed in making such rights available to our shareholders or in disposing of such rights for the benefit of such shareholders and making the net proceeds available to such shareholders. For example, we will not offer such rights to our shareholders who have a registered address in the United States unless a registration statement is in effect, if a registration statement under the US Securities Act is required in order for us to offer such rights to holders and sell the securities represented by such rights, or the offering and sale of such rights or the underlying securities to such holders are exempt from registration under the US Securities Act. We have no obligation to prepare or file any registration statement under the US Securities Act. Accordingly, shareholders who have a registered address in the United States may be unable to participate in rights offerings and may experience a dilution in their holdings as a result. The rights or interests to the Shares to which such shareholders would have been entitled will be offered for sale and sold in such manner, at such price and on such other terms and conditions as we may determine, subject to such other terms and conditions as we may impose. The proceeds of any such sale, if successful, will be paid to the shareholders whose rights or interests have been so sold, provided that where such proceeds payable to the relevant shareholders are less than US$10 (or such other amount which we may from time to time determine in accordance with applicable laws), we are entitled to retain any apply such proceeds as we may in our absolute discretion decide. The shareholding of the relevant shareholders may be diluted as a result of such sale.
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Exchange rate fluctuations may adversely affect the foreign currency value of our Shares and any dividend distribution Our Shares will be quoted in Singapore dollars on the SGX-ST. Dividends, if any, in respect of our Shares will most likely be paid in Singapore dollars. Fluctuations in the exchange rate between the Singapore dollar and other currencies, including the US dollar, will affect, among other things, the foreign currency value of the proceeds which a shareholder would receive upon sale in Singapore of our Shares and the foreign currency value of dividend distributions. It may not be possible for investors to effect service of process, including certain judgments, on us, or the Directors and executive officers of our Company, in Singapore We are incorporated in the Cayman Islands and most of our significant assets are located outside Singapore. As such, it may not be possible for investors to effect service of process, including judgments, on us, or the Directors and executive officers of our Company, within Singapore, or to enforce against us, or the Directors and executive officers of our Company, judgments obtained in Singapore courts within Singapore, including judgments predicated upon the provisions of the Securities and Futures Act. Singapore take-over laws contain provisions which may vary from those in other jurisdictions We are subject to the Singapore Code on Take-Overs and Mergers (the Singapore Take-Over Code). The Singapore Take-Over Code contains certain provisions that may possibly delay, deter or prevent a future take-over or change in control of us. Under the Singapore Take-Over Code, except with the consent of the Securities Industry Council of Singapore, any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with him, in 30.0 per cent. or more of our voting Shares, is required to extend a take-over offer for our remaining voting Shares in accordance with the Singapore Take-Over Code. Except with the consent of the Securities Industry Council of Singapore, such a take-over offer is also required to be made if a person holding between 30.0 per cent. and 50.0 per cent. (both inclusive) of our voting Shares, either on his own or together with parties acting in concert with him, acquires additional voting Shares representing more than 1.0 per cent. of our voting Shares in any six-month period. While the Singapore Take-Over Code seeks to ensure an equality of treatment among shareholders, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of our Shares and the ability to realize any benefits from a potential change of control. Additionally, First Reserve, Keppel and their associates will beneficially own at least [48.1] per cent. and [31.4] per cent. of our outstanding Shares, respectively, immediately following completion of the Offering, assuming the Over-allotment Option is not exercised. This concentration of ownership and the arrangements we have entered into between ourselves and First Reserve, Keppel and their associates as described in Interested Person Transactions and Conflicts of InterestsPotential Conflicts of Interests could delay, defer or prevent a change in control of our Company or a successful offer under the Singapore Take-Over Code by another person. Our Shares are subject to certain restrictions and may be subject to compulsory transfer or purchase if these restrictions are violated Our Shares have not been registered in the United States under the US Securities Act or under any other applicable securities law, and are subject to restrictions on transfer contained in such laws. There are thus additional restrictions on the sale of Shares by shareholders who are located in the United States. We have the right to cause the transfer or purchase for cancellation (subject to the rules of the SGX-ST) of Shares owned directly or indirectly by any person if, in the opinion of the Board, by virtue of such person holding our Shares, our Company would be required to comply with any registration or filing requirements in any jurisdiction with which our Company would not otherwise be required to comply, including any requirement to register as an investment company under the US Investment Company Act. See Appendix FSummary of Certain Provisions of the Cayman Islands
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Companies Law and the Memorandum and Articles of Association of our Company, Plan of DistributionSelling RestrictionsUnited States of America and Transfer Restrictions. Our Company is not, and does not intend to become, regulated as an investment company under the US Investment Company Act and related rules Our Company has not been and does not intend to become registered as an investment company under the US Investment Company Act. The US Investment Company Act provides certain protections to investors and imposes certain restrictions on companies that are registered as investment companies (which, among other things, require investment companies to have a majority of disinterested directors, provide limitations on leverage and limit transactions between investment companies and their affiliates). None of these protections or restrictions is or will be applicable to our Company. In addition, in order to avoid being required to register as an investment company under the US Investment Company Act, our Company has implemented restrictions on the ownership and transfer of our Shares, which may materially affect your ability to transfer our Shares. There is a significant risk that we will be classified as a passive foreign investment company (PFIC), which could result in materially adverse US federal income tax consequences to US investors There is a significant risk that we will be classified as a PFIC for US federal income tax purposes for our current taxable year and for the foreseeable future, which could result in materially adverse consequences, including additional tax liability and tax filing obligations for a US investor relative to an investment in a company that is not a PFIC. See TaxationCertain US Federal Income Tax ConsequencesPassive Foreign Investment Company. Accordingly, you are advised to seek independent tax advice.

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USE OF PROCEEDS Based on the Offering Price of S$ for each Offering Share, the net proceeds from the Offering and the issue of the Cornerstone Shares (after deducting underwriting and selling commissions and estimated offering expenses payable by us but excluding any discretionary incentive fees) will be approximately S$ million (US$ million). We will not receive any proceeds from the exercise of the Over-allotment Option granted by KEHL. We intend to use our net proceeds from the Offering and from the issue of the Cornerstone Shares primarily for the following purposes:

approximately S$ million (US$ million) for acquisitions (including farm-ins); approximately S$ million (US$ million) for our planned capital expenditures, including the exploration, appraisal and development of our existing assets. See Managements Discussion and Analysis of Financial Condition and Results of OperationsCapital Expenditures and Capital Investments; and approximately S$ million (US$ million) for general working capital.

For each Singapore dollar of our gross proceeds from the Offering and from the issue of the Cornerstone Shares, we intend to use the following amounts for each purpose:

approximately S$ for acquisitions (including farm-ins); approximately S$ for our planned capital expenditures, including the exploration, appraisal and development of our existing assets. See Managements Discussion and Analysis of Financial Condition and Results of OperationsCapital Expenditures and Capital Investments; and approximately S$ for general working capital.

The foregoing represents our best estimate of our allocation of our proceeds from the Offering and from the issue of the Cornerstone Shares based on our current plans and estimates regarding our anticipated expenditures. Actual expenditures may vary from these estimates, and we may find it necessary or advisable to re-allocate our net proceeds within the categories described above or to use portions of our net proceeds for other purposes. In the event that we decide to reallocate our net proceeds from the Offering and the issue of the Cornerstone Shares for other purposes, we will publicly announce our intention to do so through a SGXNET announcement to be posted on the internet at the SGX-ST website, http://www.sgx.com. As at the date of this offering document, save for our pending acquisition of G6/48 and TBL, we have not entered into any firm agreement for acquisitions. The net proceeds will not be used for the redemption of the 2016 Notes (held by holders of the 2016 Notes who have not provided irrevocable undertakings and who may exercise a redemption option following the occurrence of a Change of Control Event). See Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesBorrowings 2016 Notes for information on the irrevocable undertakings. The net proceeds will also not be used for the acquisition of Block 9 and/or G6/48. Pending the use of our net proceeds in the manner described above, we may also use our net proceeds for our working capital, place the funds in fixed deposits with banks and financial institutions or use the funds to invest in short-term money market instruments, as our Directors may deem appropriate in their absolute discretion. We intend to make periodic announcements on the use of proceeds as and when material amounts of proceeds from the Offering and the issue of Cornerstone Shares are disbursed, and provide a status report on the use of proceeds in our annual report.
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The announcement will state whether the use of the proceeds is in accordance with the stated use and the percentage allocated disclosed above. In the opinion of our Directors, no minimum amount must be raised by the Offering. In the event the Offering is cancelled, such amounts proposed to be provided for the items above will be provided out of our funds generated from our operations. Expenses We estimate that our expenses in connection with the Offering, the issue of the Cornerstone Shares and the application for listing, including the underwriting and selling commissions (but excluding discretionary incentive fees) and all other incidental expenses relating to the Offering and the issue of the Cornerstone Shares (assuming the Over-allotment Option is not exercised) will be approximately S$ million (US$ million). The breakdown of these expenses is set out below:
As a Percentage of the Gross Proceeds from the Offering and the Issue of the Estimated Expenses Cornerstone Shares S$ (In millions) 100.0%

Underwriting and selling commissions ................................. Professional and accounting fees ....................................... Advertising and printing expenses ...................................... Other Offering-related expenses ........................................ Total ......................................................................

We will pay the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, as compensation for their services in connection with the offer and sale of the Offering Shares and the Cornerstone Shares, underwriting and selling commissions amounting to per cent. of the total gross proceeds from the sale of Offering Shares and the Cornerstone Shares. Underwriting and selling commissions of S$ for each Offering Share and Cornerstone Share are payable by us. KEHL will pay the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, as compensation for their services in connection with the Offering, underwriting commissions amounting to per cent. of the total gross proceeds from the sale of any Additional Shares (to the extent the Over-allotment Option is exercised). We may, at our sole discretion, pay one or more of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters an incentive fee of up to per cent. of the gross proceeds from the offering of the Offering Shares, the Cornerstone Shares and the Additional Shares. The additional incentive fee, if it is to be paid to any of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, will amount to up to S$ per Share. See Plan of DistributionThe Offering for a description of the commissions payable in connection with the Offering.

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DIVIDENDS Statements contained in this section that are not historical facts are forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those which may be forecasted and projected. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by us, the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, or any other person. Prospective investors are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. See Notice to InvestorsForward-looking Statements. Past Dividends Our Company has not paid dividends in the past. Dividend Policy Although we do not have a fixed dividend policy, we do not currently intend to, and are constrained from, paying dividends. All dividends we declare must be approved by an ordinary resolution of our shareholders at a general meeting, except that our Board of Directors may declare interim dividends without the approval of our shareholders. We are not permitted to pay dividends in excess of the amount recommended by our Board of Directors. We must pay all dividends out of our profits. In addition, we are a holding company and we depend upon the receipt of dividends and other distributions from our subsidiaries, associates and material entities to pay the dividends on the Shares. See Risk FactorsRisks Relating to Our Offering and Investment in our SharesWe do not intend to pay dividends on our Shares at any time in the foreseeable future. Currently, covenants in the bond documents relating to our existing 2016 Notes and the loan documents relating to our existing US$42.5 million loan facility obtained from The Standard Bank of South Africa Ltd (which transferred all of its interest in the 2011 Revolving Credit Facility (as defined below) to The Royal Bank of Scotland plc in June 2013), Sumitomo Mitsui Banking Corporation and The Hong Kong and Shanghai Banking Corporation Limited (the 2011 Revolving Credit Facility) constrain KEHCL, our wholly owned subsidiary and the holding company through which we own substantially all of our assets, from declaring or paying dividends or making any other payments or distributions on account of its or any of its subsidiaries equity interests or to the direct or indirect holders of its or any of its subsidiaries equity interests in their capacity as such, other than dividends or distributions paid to it or its subsidiaries. Although we do not intend to pay dividends, and while the restricted payment covenants in these financing agreements do not apply to KrisEnergy Ltd., they effectively limit our ability to receive funds from our operating subsidiaries, which could impact our ability to distribute dividends to our shareholders even if we were so inclined. In addition, the shareholders agreement in respect of our interests in B8/32 Partners and OEL, the entities through which we own our interests in B8/32 and B9A, two of our three producing assets, require in the case of B8/32 Partners that all corporate actions be approved by a supermajority vote of the board of directors or shareholders meeting, and in the case of OEL, dividend declarations be approved by a supermajority vote of the shareholders meeting. We hold minority interests in B8/32 and B9A and control no seats on the board of either entity. Under Thai law, prior to allowing the declaration of dividends, these entities are required to reserve a percentage of profits arising from the entitys business until the reserve fund has one tenth of the capital of the entity. The payment of dividends payable on shares of B8/32 Partners and OEL are subject to 10.0 per cent. withholding tax under the Thai Revenue Code. When making recommendations on the timing, amount and form of future dividends, if any, our Companys Board of Directors will consider, among other things:

our results of operations and cash flow; our expected financial performance and working capital needs;
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our future prospects; our capital expenditures and other investment plans; other investment and growth plans; and the general economic and business conditions and other factors deemed relevant by our Board of Directors and statutory restrictions on the payment of dividends.

Payment of cash dividends and distributions, if any, will be declared in US dollars and paid in Singapore dollars to CDP on behalf of shareholders who maintain, either directly or through depository agents, securities accounts with CDP.

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CAPITALIZATION AND INDEBTEDNESS The table below sets out our capitalization and indebtedness based on the unaudited management accounts of our Group as of May 31, 2013 on an actual basis and as adjusted to reflect the issuance of the Offering Shares and the Cornerstone Shares, and the application of net proceeds due to us from the Offering in the manner described in Use of Proceeds. The information in this table should be read in conjunction with the Use of Proceeds, Selected Consolidated Financial Information and Other Information, Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated historical financial statements and unaudited pro forma financial statements and, in each case, the notes thereto included in this offering document.
As of May 31, 2013 Actual As adjusted(1) (unaudited) (unaudited) US$ (thousands) Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secured and guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured and non-guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current portion of loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secured and guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured and non-guaranteed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share capital ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share premium ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137,889.8 119,236.2 119,236.2 1,000.0 402,750.0 (1,249.0) (132,143.3) 270,357.7 389,593.9

Note: (1) Assumes net proceeds due to us of US$ million from the Offering. For purposes of representation in this capitalization table, we assume that none of the holders of the 2016 Notes will exercise their right to require us to redeem the 2016 Notes that they hold. The actual amount of notes we redeem might be greater and in such case we would use cash on hand to fund such redemption.

Except as disclosed in this offering document, there have been no material variances in our total indebtedness and total equity as compared to the amounts as of May 31, 2013.

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DILUTION New investors subscribing for the Offering Shares or Cornerstone Shares at the Offering Price will experience an immediate dilution in net asset value per Share immediately after the completion of the Offering. Net asset value per Share is determined by subtracting our total liabilities and minority interests from our total assets, and dividing the difference by the number of Shares deemed to be outstanding on the date as of which the book value is determined. Our net asset value per Share as of March 31, 2013 was S$3.50 per Share. The Offering Price of S$ per Offering Share exceeds the pro forma net asset value of S$ per Share as of March 31, 2013 (after adjusting for the Share Split (as defined herein), the issuance of the Offering Shares in the Offering and the issuance of the Cornerstone Shares) by approximately per cent. Since the Offering Price per Share exceeds the net asset value per Share after the Offering, there is an immediate and substantial dilution to investors in the Offering. Such dilution is illustrated in the table below: The following table illustrates this per Share dilution.
Offering Price per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net asset value per Share as of March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma net asset value per Share as of March 31, 2013, as adjusted for the Share Split, issuance of the Offering Shares and the issuance of the Cornerstone Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dilution in pro forma net asset value per Share to new investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percentage dilution in pro forma net asset value per Share to new investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S$ S$3.50 S$ S$ %

The issue of new Shares pursuant to the vesting of awards and/or options which may be granted under the KrisEnergy Employee Share Option Scheme and/or the KrisEnergy Performance Share Plan (each as defined in KrisEnergy Share-Based Incentives) would have a further dilutive effect on new investors in the Offering. The total number of new Shares that may be issued pursuant to awards granted under our plans may not exceed 15.0 per cent. of our total issued share capital on the day preceding the relevant date of the award. The following table summarizes the total number of Shares acquired by our Directors, substantial shareholders or persons connected to them during the period of three years before the date of lodgment of the Singapore prospectus with the Authority, the total consideration paid by them and the effective cash cost per Share to them, to the Cornerstone Investors and our new investors in the Offering.
Number of Shares Acquired(1) KrisEnergy Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Devan International Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . Cornerstone Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New investors in the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note: (1) After adjusting for the Share Split (as defined herein). 639,999,200 160,000,000 Total Consideration (US$)(1) 288,749,999 115,000,000 Effective Cash Cost per Share (US$)(1) 0.45 0.72 Effective Cash Cost per Share (S$)(1) 0.57 0.91

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EXCHANGE RATES AND EXCHANGE CONTROLS Exchange Rates The table below sets forth, for the periods indicated, certain information concerning the exchange rates between the Singapore dollar and the US dollar, as quoted by Bloomberg L.P. and rounded to two decimal places.
Closing Exchange Rates Singapore Dollar per US Dollar High Low 1.41 1.45 1.36 1.26 1.25 1.26 1.24 1.22 1.23 1.24 1.25 1.24 1.25 1.25 1.53 1.55 1.42 1.32 1.30 1.30 1.25 1.22 1.24 1.24 1.25 1.24 1.27 1.26 1.35 1.38 1.28 1.20 1.22 1.24 1.22 1.22 1.22 1.23 1.24 1.23 1.23 1.24

Average Fiscal year: 2008 ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2012 ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Three months ended March 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . Three months ended March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . Month: December 2012 .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . January 2013 ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . February 2013 .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . March 2013 ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . April 2013 ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . May 2013 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . June 2013 (through June 17, 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Period End 1.43 1.40 1.28 1.30 1.22 1.26 1.24 1.22 1.24 1.24 1.24 1.23 1.26 1.26

Source: Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the Securities and Futures Act, to the inclusion of the information extracted from its database, and is therefore not liable for such information under Sections 253 and 254 of the Securities and Futures Act. While we, the Over-allotment Option Grantor and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters have taken reasonable actions to ensure that the information from Bloomberg L.P.s database has been reproduced in its proper form and context, and that the information has been extracted accurately and fairly from such database, neither we, the Over-allotment Option Grantor and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters nor any other party has conducted an independent review of the information contained in that database or verified the accuracy of the contents of the relevant information.

The closing exchange rate on the Latest Practicable Date for the Singapore dollar to the US dollar was US$1.00 = S$1.26. Exchange Controls Bangladesh The Foreign Exchange Regulation Act, 1947 (FERA) regulates certain payments and dealings in foreign exchange and securities and import and export of currency. The Guidelines for Foreign Exchange Transactions (the Guidelines) have been published by the Bangladesh Bank for the stated purpose of summarizing the instructions issued under the FERA as well as the instructions issued by Bangladesh Bank to be followed by authorized dealers in foreign currency in their day-to-day foreign exchange transactions. The Guidelines are to be read in conjunction with other instructions, subsequent amendments and modifications issued from time to time. The FERA provides in Section 4(1) that except with the previous general or special permission of the Bangladesh Bank, no person other than an authorized dealer shall in Bangladesh and no person resident in Bangladesh other than an authorized dealer shall outside Bangladesh, buy or borrow from, or sell or lend to, or exchange with, any person not being an authorized dealer, any foreign exchange. Among others, it also provides that where any foreign exchange is acquired by any person other than an authorized dealer for any particular purpose, or where any person has been permitted conditionally to acquire foreign exchange, the said person shall not use the foreign exchange so acquired otherwise than for that purpose or, as the case may be, fail to comply with any condition to which the permission granted to him is subject, and where any foreign exchange so acquired cannot be so used or, as the case may be, the conditions cannot be complied with, the said person shall without delay sell the foreign exchange to an authorized dealer. No person who has a right to receive any foreign exchange or to receive from a person resident outside Bangladesh a payment in Taka shall, except with the general or special permission of the Bangladesh
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Bank, do or refrain from doing any act with intent to delay the receipt by him of the whole or part of that foreign exchange, or that the foreign exchange or payment ceases in whole or in part to be receivable by him. The FERA also provides that no person in or resident in Bangladesh may, without the general or special permission of the Bangladesh Bank, inter alia, make any payment to or for the credit of any person resident outside Bangladesh, draw, issue or negotiate any bill of exchange or promissory note, or acknowledge any debt, so that a right to receive a payment is created or transferred in favor of any person resident outside Bangladesh. These provisions are of interest to importers of goods into Bangladesh. General or special permission, and detailed provisions in relation to letters of credit and other such forms of payments are given in the Guidelines. In general, these provisions have been applied without any legal difficulties arising, and the procedures are well-settled and in line with international documentary credit practices. Administrative difficulties may arise from the failure of importers to provide the relevant documentation, or occasionally from the refusal of Bangladesh Bank to allow special permission in light of foreign exchange shortages in the exchequer. Moreover, Chapter 5 of the Guidelines defines outward remittance of foreign exchange as all remittances from Bangladesh to a foreign country or local currency credited to non-resident Taka accounts of foreign banks or convertible Taka account. The FERA provides that no person shall, except with the general or special permission of the Bangladesh Bank, take or send any security to any place outside Bangladesh, transfer any security or create or transfer any interest in security to or in favor of a person resident outside Bangladesh. In this context, security is defined as, among others, shares and debentures. The Guidelines elaborate on these provisions, and records the general permission of the Bangladesh Bank for the issue and transfer of shares in favor of non-residents against foreign investment in Bangladesh, brought in through the banking channels in freely convertible foreign currency, subject to further permission of the BOI/Securities and Exchange Commission. Moreover, in Chapter 16 of the Guidelines it has been stated that no person resident in Bangladesh may grant any loan, advance or credit facility to any company (other than banking company) which is controlled whether directly or indirectly, by persons resident outside Bangladesh except with the approval of Bangladesh Bank. Section 18B of the FERA provides that no person resident outside Bangladesh (whether or not a citizen of Bangladesh) nor a person who is not a citizen of, but resident in, Bangladesh nor a company (other than a banking company) not incorporated under any law in force in Bangladesh shall, except with general or special permission of the Bangladesh Bank, continue or establish in Bangladesh a branch, office or any other place of business for carrying on any activity of a trading, commercial or industrial nature. British Virgin Islands There are no foreign exchange controls or foreign exchange regulations under the currently applicable laws of the British Virgin Islands. Cambodia The Law on Foreign Exchange of the Kingdom of Cambodia was adopted by the National Assembly on August 5, 1997 and promulgated by the Royal Kram No. Cs/rkm/0897/03 dated August 22, 1997 and applies to all foreign exchange transactions, including those between residents and non-residents, as well as to foreign exchange transactions related to payments for commercial transactions, transfers, capital flows, and investment. At present, there is no restriction on foreign exchange transactions including purchases and sale of foreign exchange, transfers, all kinds of international settlements, and capital flows in foreign or domestic currency, between Cambodia and the rest of the world and between residents and non-residents. However, all such operations must be undertaken by authorized intermediaries, which are lawfully established banks in Cambodia. In addition, Cambodia has a dollarized economy and the US dollar is widely used in commerce and banking.

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Cayman Islands Currently, no foreign exchange control restrictions are enforced in the Cayman Islands. Indonesia There are no foreign exchange controls in Indonesia. Law No. 24 Year 1999 concerning the Flow of Foreign Exchange and Exchange Rate System (Law No. 24/1999) provides that a person may freely hold, use and transfer foreign exchange. However, pursuant to Law No. 24/1999, Bank Indonesia imposes reporting requirements for the movement of assets and foreign financial liabilities between residents and non-residents including the movement of assets and foreign financial liabilities among nationals. Bank Indonesia Regulation No. 14/21/PBI/2012 dated December 21, 2012 concerning Foreign Exchange Activities Reporting holds corporate bodies and other bodies domiciled in Indonesia responsible for submitting reports on foreign exchange activities whether for their own interests or those of other parties. Information to be filed with Bank Indonesia includes: (i) all trading activities involving goods, services, and other transactions between Indonesian and non-Indonesian parties; (ii) the balance of their foreign financial assets and/or any foreign financial obligations; and (iii) any plan to secure or draw down an offshore loan. There is no restriction for Indonesian residents to open and hold offshore accounts. Jersey Currently, no foreign exchange control restrictions are enforced in Jersey. Netherlands Currently, no foreign exchange control restrictions are enforced in the Netherlands. Singapore Currently, no foreign exchange control restrictions are enforced in Singapore. Thailand Thai foreign exchange controls are administered by the Bank of Thailand on behalf of the Ministry of Finance, pursuant to the Exchange Control Act B.E. 2485 (A.D. 1942), as amended (the Exchange Control Act). The Bank of Thailand has granted commercial banks and certain other entities the authority to conduct foreign exchange transactions as authorized agents of the Bank of Thailand. The Bank of Thailand instituted measures to prevent Thai Baht speculation since 1998 to restrict certain foreign exchange related transactions by domestic financial institutions with non-residents of Thailand and to safeguard against instability and speculation in the domestic currency market. However, the easing of exchange controls may be granted from time to time as the Bank of Thailand considers appropriate to the financial circumstance. These measures, which were amended on February 29, 2008, among other things, (i) reduced the limit that each financial institution can borrow Thai Baht or undertake transactions comparable to Thai Baht borrowing from non-resident without underlying trade or investment in Thailand to Baht 10,000,000 per group of non-residents regardless of maturities, (ii) limited the value of foreign exchange related transactions for underlying trade or investment activities in Thailand not exceeding the actual value of the underlying trade or investment activity and, for transactions without any underlying trade or investment activity in Thailand, not exceeding Baht 300,000,000 (for transactions that each financial institution provides Baht liquidity or undertake transactions that would result in an obligation to deliver foreign currencies in the future to nonresidents and its related parties as a group, e.g., Baht direct loans, buy-sell foreign exchange or Baht swaps) and (iii) regulated the Non-resident Baht Account (NRBA) on the meaning of underlying which means the non-residents trade, services, lending or direct investment activities in Thailand and includes the rules and practices related to the Non-resident Baht Account for Securities (the NRBS) regarding the definition of underlying and the end of day limit on the outstanding balance of the NRBS, for clarity in practice.
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The inward remittance of money into Thailand for investment in securities does not require registration with the exchange control authorities. Based on the Ministerial Regulations No. 13 (B.E. 2497) issued under the Exchange Control Act dated December 3, 1954 and the Notifications of the Competent Officer on Rules and Practices Regarding Currency Exchange (Amended up to (No. 21)) dated June 25, 2013 (the Notification), any person (excluding non-residents, short-term foreign residents, foreign embassy staff, persons with diplomatic immunity and staff of certain international organizations and person with the certain characters as specified in the Notification) must bring foreign currency into Thailand within 360 days from the date of transaction, and must either (i) sell such foreign currency to an authorized financial institution located within Thailand or (ii) deposit it into a foreign currency account opened with an authorized financial institution located within Thailand for which a specified form must be submitted to such authorized agent if the amount sold or deposited is at least US$50,000 (or its equivalent). The Notification also provides that a person depositing foreign currency must prove one of the following to an authorized agency:

the deposit originated abroad, in which case, the depositor may deposit unlimited foreign currency as requested into the foreign currency account, except the competent officer of the Bank of Thailand sets up the amount (the competent officer is entitled to stipulate any amount, including on a case-by-case basis); the deposit is purchased, exchanged or borrowed from an authorized agency by a Thai resident including the deposit originated abroad which the depositor wishes to deposit together with the deposit purchased, exchanged or borrowed from authorized agent. In this case, the depositor may deposit the foreign currency amounts in the foreign currency account. However, the amount deposited must not exceed the payment obligation, and the depositor must show the evidence of payment obligation it and its affiliate has to pay those foreign currency funds outside Thailand or to an authorized agent. If the depositor cannot prove it has a payment obligation, the deposit must be placed in a separate account, and the daily balance of foreign currency in all accounts held by that depositor must not exceed US$500,000 or its equivalent; or the depositor (except for certain persons, including government organizations and Thai state enterprises including government officers working abroad) is a person who does not have a foreign exchange license; the depositor may deposit not more than US$10,000 or its equivalent in cash per day into the foreign currency account.

The outward remittance from Thailand of dividends or the proceeds of sale (including capital gain) from the transfer of shares after payment of the applicable Thai taxes or the repayment of loans, if any, may be made without the requirement to file a specified form to the relevant authorized agent if the amount is less than US$50,000 or the equivalent amount in relevant currency per remittance. As the Bank of Thailand has a policy not to allow any person to bring Baht currency out of Thailand, dividends paid to a non-resident must be converted into foreign currency prior to the outward remittance from Thailand. If the amount is at least US$50,000 (or its equivalent) in the relevant currency, a specified form must be submitted to the authorized commercial bank together with documents or evidence as to the particular transaction (such as evidence of the disposal of shares). In the case that the repatriation of capital and remittance of profits is in the form of dividends, evidence of dividend payments, such as a notice of payment, is required from the paying company. For distribution of profit to the principal office outside Thailand, the financial statements of the recent accounting period approved by a certified auditor are required. In order to transfer money as loans to business abroad, a number of supporting documents are required, including, among others, those showing the source of the loan and information regarding the lender. Export of share certificates or other securities certificates from Thailand does not require prior approval from an exchange control officer appointed by the Bank of Thailand. The exporter may either dispatch the certificates by mail or carry them when travelling abroad.
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On February 29, 2008, the Bank of Thailand issued Notification of the Competent Officer on Rules and Practices Regarding Currency Exchange No. 17 (Notification 17), which establishes the criteria for the withdrawal and deposit of Baht into (i) an NRBS (e.g. for the purpose of investing in equity instruments, debt instruments and mutual fund units) and (ii) non-resident Baht accounts for other purposes, including the deposit of the repayment for investment in shares made by a non-resident at a portion of 10.0 per cent. or more and the yields thereof including payments related to such investment. Further to Notification 17, the Bank of Thailand has also issued the Rules and Practices under the Measures to Prevent Thai Baht Speculation dated February 29, 2008 (the Measures). The Measures establish rules and practices for domestic financial institutions to undertake transactions involving Baht with non-residents in order to reduce volatility of the Baht resulting from speculative activities or from non-residents financial transactions without underlying trade or investment in Thailand. One of the measures relates to NRBA and NRBS. Where a non-resident wishes to open an NRBS, such account is to be a current or savings account only, and the financial institution is required to monitor the outstanding balances of all NRBSs at the end of each day to ensure that such accounts do not exceed the limit of Baht 300,000,000 per non-resident. Such limitation includes balances of all NRBSs opened by each non-resident with all financial institutions in Thailand, except for those approved by the Bank of Thailand on a case-by-case basis. Vietnam Vietnam has historically imposed exchange control mechanisms designed to limit foreign currency outflows, generally requiring the use of the Vietnamese Dong in domestic transactions and attempting to channel foreign currencies into its banking system. The State Bank of Vietnam primarily administers Vietnams foreign exchange control policy. In 2005, the Standing Committee of National Assembly of Vietnam introduced Foreign Exchange Ordinance No. 28/2005/PL-UBTVQH11 which was amended by Ordinance No. 06/2013/UBTVQH13 on March 18, 2013 (together Foreign Exchange Ordinance) intended to stimulate the foreign exchange market by liberalizing current transactions control and gradually reducing capital transactions control. Under the Foreign Exchange Ordinance, any person or organization may exchange Vietnamese Dong into foreign currency at credit institutions licensed to provide foreign exchange services in Vietnam, provided that such person or organizations intention of using foreign currency is permitted by Foreign Exchange Ordinance and they can provide the relevant credit institutions with appropriate supporting documents. Foreign currencies may be freely exchanged into Vietnamese Dong by individuals at licensed credit institutions. In order to offer securities denominated in a foreign currency in a foreign jurisdiction, a company resident in Vietnam is required to open a foreign currency issued securities capital bank account at a licensed credit institution in Vietnam. Any receipt or payment relating to the offering must be made through this account in accordance with the foreign exchange regulations in effect. For the purpose of investment in Vietnam, foreign investors including direct foreign-owned enterprises and foreign parties in business co-operation contracts are required to open capital contribution accounts at licensed commercial banks in Vietnam. All financial transactions relating to the investment of foreign investors in Vietnam, including but not limited to the capital investment into Vietnam and after-tax profit remittance out of Vietnam, must be performed via such accounts. Furthermore, foreign investors may repatriate their profits only if (i) they have fully discharged their financial obligations to Vietnamese government, and (ii) they have submitted to the competent tax authorities of Vietnam their audited financial statements and tax finalization that does not contain any accumulated losses after carrying forward losses in accordance with Vietnams corporate income tax laws. The investors must notify the tax authorities of such repatriation at least seven business days prior to the repatriation.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER INFORMATION You should read the following selected historical consolidated financial data for the periods and as of the dates indicated in conjunction with the section of this offering document entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements, the accompanying notes and the related auditors report included in this offering document. Our financial statements are reported in US dollars and are prepared and presented in accordance with IFRS as issued by the IASB, which may differ in certain significant respects from generally accepted accounting principles in other countries, including the United States. The selected consolidated financial data as of and for the years ended December 31, 2010, 2011 and 2012 has been derived from our audited historical consolidated financial statements included in this offering document and should be read together with those financial statements and the notes thereto. The selected consolidated financial data as of and for the three months ended March 31, 2012 and 2013 has been derived from our unaudited interim consolidated financial statements as of and for the three months ended March 31, 2013 included in this offering document. We have prepared the unaudited interim consolidated financial statements on the same basis as our audited consolidated financial statements. Our historical results for any prior or interim periods are not necessarily indicative of results to be expected for a full fiscal year or for any future period. Selected Consolidated Income Statement Information
For the year ended December 31, 2010 2011 2012 (audited) (US$ thousands) Sales of crude oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of gas ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales Depreciation, depletion and amortization of oil and gas properties . . . Operating costs ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thai petroleum special remuneratory benefits and royalties paid . . . . . Gross profit ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance income .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance costs ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax benefit/(expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss)/profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,164.2 26,617.1 81,781.4 (50,263.6) (11,224.1) (8,398.0) 11,895.8 10,701.3 (16,770.2) (71,321.4) 78.9 (6,761.4) (72,177.0) 492.6 (71,684.5) 70,254.2 29,966.9 100,221.1 (68,293.0) (18,032.5) (10,965.7) 2,929.8 13,557.3 (21,176.9) (1,168.5) 279.1 (10,103.2) (15,682.4) (18,479.6) (34,162.0) (34,162,011) (3.3) 67,404.4 22,188.2 89,592.6 (22,638.0) (18,741.8) (11,349.5) 36,863.3 1,865.3 (24,294.9) (2,028.8) 411.3 (11,970.7) 845.5 (18,518.4) (17,672.9) (36) (1.7) 18,622.3 5,917.5 24,539.8 (4,610.2) (5,597.6) (2,834.7) 11,497.2 591.3 (3,480.6) 287.0 103.4 (2,524.7) 6,473.6 (5,011.6) 1,462.1 1,462,080 0.1 15,920.6 4,146.5 20,067.1 (4,519.9) (3,851.0) (2,485.4) 9,210.8 871.9 (4,739.1) 251.4 210.2 (2,551.7) 3,253.6 (3,792.5) (538.9) (1) (0.1) For the three months ended March 31, 2012 2013 (unaudited)

(Loss)/earnings per share (cents)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (71,684,469) (6.9) (Loss)/earnings per share as adjusted for the Offering (cents)(2) . . . . . . .

Notes: (1) For comparative purposes, loss per share is calculated based on loss for the year or period, as the case may be, and the pre-Offering share capital of our Company of 100 Shares, 100 Shares and 49,041,147 Shares in each of the years ended December 31, 2010, 2011, 2012, respectively, and 100 Shares and 100,000,000 Shares in each of the three months ended March 31, 2012 and 2013, respectively. (2) For comparative purposes, loss per share as adjusted for the Offering is calculated based on loss for the year or period, as the case may be, and the post-Offering share capital of our Company (post-Share Split) of [1,046,154,000].

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Selected Consolidated Balance Sheet Information

2010 As of December 31, 2011 2012 As of March 31, 2013 (unaudited)

(audited) (US$ thousands) ASSETS Non-Current Assets Exploration and evaluation assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Embedded derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current Assets Inventories ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepayments ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Total Assets ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EQUITY AND LIABILITIES Equity Share capital ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share premium.... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Total Equity ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Current Liabilities Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Other payables .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Provisions ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Current Liabilities Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Withholding tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax payable ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . Total Liabilities .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,588.6 176,239.7 616.3 36,096.2 304,540.8 6,293.8 26,562.3 137.2 11,721.5 35,346.0 80,060.8 384,601.6 120,097.4 111,831.6 566.6 43,890.7 1,420.0 769.9 278,576.2 6,918.5 29,182.5 327.9 2,491.3 42,659.7 81,579.9 360,156.1 135,653.8 104,691.6 254.8 43,890.7 2,864.0 182.1 287,537.0 6,054.7 34,743.4 1,108.6 500.0 129,901.0 172,307.7 459,844.7

139,885.8 102,938.8 380.0 43,890.7 3,176.0 182.1 290,453.4 6,972.1 33,875.6 767.0 500.0 128,262.1 170,376.8 460,830.2

0.0 1,540.1 (72,161.3) (70,621.2) 53,029.9 283,471.9 17,188.6 353,690.5 13,034.7 9,999.8 68,000.0 191.3 10,306.6 101,532.4 455,222.8 384,601.6

0.0 (1,155.3) (106,323.3) (107,478.6) 80,317.5 42,490.6 290,276.8 18,048.1 431,133.0 13,671.0 7,061.4 134.9 15,634.4 36,501.8 467,634.7 360,156.1

1,000.0 402,750.0 (1,220.1) (123,996.2) 278,533.7 81,142.1 41,744.5 22,024.6 144,911.2 11,961.0 9,903.0 2,500.0 30.4 12,005.4 36,399.8 181,311.0 459,844.7

1,000.0 402,750.0 (1,249.4) (124,535.1) 277,965.5 81,353.7 40,969.0 22,132.6 144,455.3 10,885.0 7,859.5 2,500.0 14.7 17,150.2 38,409.4 182,864.7 460,830.2

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Selected Consolidated Statement of Cash Flow Information

For the year ended December 31, 2010 2011 2012 (audited) (US$ thousands) Operating Activities (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment to reconcile (loss)/profit before tax to net cash flows: Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . . . Dry hole expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excess of fair value of net assets acquired over consideration paid ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net fair value loss/(gain) on embedded derivatives . . . . . . . . . . . . . Finance cost ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unwinding of discount on decommissioning provisions . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating cash flows before changes in working capital . . . . . . . . . . Changes in Working Capital: (Increase)/decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase)/decrease in trade and other receivables . . . . . . . . . . . . . . Decrease/(increase) in other current assets . . . . . . . . . . . . . . . . . . . . . . Increase/(decrease) in trade and other payables . . . . . . . . . . . . . . . . . Cash Flows from Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest received .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest paid ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax paid ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Cash Flows from Operating Activities . . . . . . . . . . . . . . . . . . . . . . (72,177.0) 50,561.0 32,217.8 (21.6) 16,256.8 22,846.8 6,761.4 (78.9) 56,366.2 (626.1) (873.1) 18,559.4 1,292.8 74,719.2 78.9 (6,761.4) (17,188.9) 50,847.8 (15,682.4) 68,776.9 430.7 (12,162.0) 106.0 9,567.1 536.1 (279.1) 51,293.3 436.1 (760.7) 4,037.1 (6,104.2) 48,901.5 279.1 (5,295.4) (23,163.7) 20,721.5 (9,016.9) (7,999.0) (650.0) (428.8) (1,000.0) (9,698.2) (146.5) (28,939.4) 78,455.0 3,849.3 (68,000.0) 2,004.9 16,309.2 8,091.3 1,227.4 25,341.0 34,659.7 845.5 23,221.4 1,283.3 (1,444.0) 11,571.1 399.6 (411.3) 35,465.6 863.7 (6,341.6) 1,991.3 (1,710.5) 30,268.6 411.3 (1,821.5) (20,155.9) 8,702.4 (16,839.7) (9,421.1) (253.0) (182.1) (26,695.8) 115,000.0 (757.0) (8,925.0) 105,318.0 87,324.6 (83.4) 34,659.7 121,901.0 6,473.6 4,739.8 (287.0) 2,424.8 99.9 (103.4) 13,347.8 (390.5) (5,513.7) (129.6) (1,137.1) 6,176.8 103.4 (0.9) 6,279.3 (780.4) (1,800.5) (68.9) (184.4) (2,834.2) (103.2) 5,000.0 (4,462.5) 434.3 3,879.5 (13.2) 34,659.7 38,526.0 3,253.6 4,629.4 (312.0) 2,443.8 107.9 (210.2) 9,912.6 (917.3) 1,209.4 (306.4) 9,898.3 210.2 (21.7) 10,086.8 (4,232.0) (2,767.1) (233.3) (7,232.4) (4,462.5) (4,462.5) (1,608.0) (30.8) 121,901.0 120,262.1 For the three months ended March 31, 2012 2013 (unaudited)

Investing Activities Additions to exploration and evaluation assets . . . . . . . . . . . . . . . . . . . . . (52,308.9) Addition to oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,300.3) Addition to intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of other plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (780.5) Purchase of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advance payment pursuant to farm-in arrangements . . . . . . . . . . . . . . (6,193.2) Advance payment for acquisition of interests in joint operations ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,275.0) Advance payment for signature bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of subsidiaries, net of cash acquired . . . . . . . . . . . . . . . . . . (217,400.4) Farm-in arrangement, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from disposal of other plant and equipment . . . . . . . . . . . . . 7.1 Net Cash Flows used in Investing Activities . . . . . . . . . . . . . . . . . . . . . (297,251.1) Financing Activities Proceeds from issuance of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase/(decrease) in amount due to holding company . . . . . . . . . . . Proceeds from bank borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of bank borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of bond interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase)/decrease in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Cash Flows from/(used in) Financing Activities . . . . . . . . . . . Net (decrease)/increase in cash and cash equivalents . . . . . . . . . . Net effect of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at the beginning of the year/period . . . Cash and cash equivalents at the end of the year/period . . . . . . 106,873.7 68,000.0 (10,004.9) 164,868.8 (81,534.5) 1,907.5 104,968.1 25,341.0

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Reserves, Operating Statistics and Non-IFRS Financial Data Reserves and resources
1P reserves Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

As of December 31, 2012 2P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (excluding Block 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (including Block 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.96 1.96 0.08 2.04

6.70 6.70 24.13 30.83

3.08 3.08 4.10 7.18

6.94 3.78 10.72 0.22 10.94

38.46 38.46 85.95 124.41

13.34 3.78 17.12 14.54 31.66(3)

8.42 5.75 14.17 0.34 14.51

48.70 48.70 128.25 176.95

16.54 5.75 22.29 21.72 44.01

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interest as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) Our total Working Interest in 2P reserves includes the 2P reserves associated with our producing contract areas, B8/32 and B9A and the 2P reserves under development in G11/48 as well Block 9 (assuming completion of our acquisition which is pending approval). As of December 31, 2012 2P reserves Working Interest Oil Gas Total
(mmbo) (bcf) (mmboe)

1P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

Indonesia Glagah-Kambuna TAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.01

0.14

0.03

0.01

0.15

0.04

0.01

0.16

0.04

1C Contingent Resources Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

As of December 31, 2012 2C Contingent Resources Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

3C Contingent Resources Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Cambodia Block A ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia Bulu ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . East Muriah .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kutai ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tanjung Aru ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand G10/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (excluding Block 9 and G6/48) . . . . . . . . . . . . . Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G6/48(3) ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (including Block 9 and G6/48) . . . . . . . . . . . . .

1.38 0.11 0.07 1.56 0.01 1.11 2.68

76.71 1.23 77.94 1.82 79.77

1.38 12.79 0.11 0.28 14.55 0.31 1.11 15.98

2.46 0.05 4.90 0.17 7.57 0.03 2.51 10.12

96.48 9.82 41.32 47.52 3.71 198.85 8.30 207.15

2.46 16.08 1.64 6.94 7.92 4.90 0.78 40.72 1.42 2.51 44.65

4.29 0.08 8.03 5.27 17.67 0.16 6.15 23.98

120.30 24.43 64.14 67.00 6.52 282.39 38.69 321.07

4.29 20.05 4.07 10.77 11.17 8.03 6.35 64.74 6.61 6.15 77.50

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interest as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). See Business Our Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

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Operating Statistics
For the year ended December 31, 2010 2011 2012 Production volumes Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (mmcfd) ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Sales volumes(5) Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (mmcfd) ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Average sales price(5) Oil and liquids (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Gas (US$/mcf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average lifting costs(2) Oil, liquids and gas (US$/boe) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,491 16.2 5,190(1) 2,491 15.5 5,074 70.25 5.11 7.45 2,076 16.4 4,817 2,076 15.8 4,702 109.44 5.83 10.26 1,679 10.2 3,384 1,679 9.5 3,264 114.19 6.51 15.13 For the three months ended March 31, 2012 2013 1,759 11.1 3,605 1,759 10.4 3,484 119.18 6.48 17.06 1,590(3) 8.1(3) 2,947(3) 1,590(3) 7.5(3) 2,834(3) 112.25(3) 6.27(3) 14.52(4)

Notes: (1) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (2) Average lifting costs are calculated as operating costs in the period divided by total production in the period. (3) Excludes production from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma net total production, including Block 9, is 654.8 mboe (7,275 boepd). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (4) Excludes lifting costs from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma total operating cost, including Block 9, is US$5.3 million (pro forma average lifting costs are US$8.03/boe). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (5) The multiplication of our average sales prices against our sales volumes for oil, liquids and gas will not match our revenue presented in our income statement due to sale of oil, liquids and gas at differing spot prices, and revenue presented in our income statements, in the case of the Glagah-Kambuna TAC, is net of governments entitlement. For the year ended December 31, 2010 2011 2012 Oil and liquids (bopd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Natural gas (mmcfd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Oil, liquids and gas total (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil, liquids and gas total assuming completion of our acquisition of TBL (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the three months ended March 31, 2012 2013

671 1,820(2) 2,491 2,491

591 1,485 2,076 2,076

229 1,450 1,679 1,679

251 1,508 1,759 1,759

143 1,447 1,590 77(5) 1,667(5)

7.7 8.5 16.2(2) 16.2 5,190 5,190

8.7 7.8 16.4 16.4 4,817(3) 4,817(3)

3.8 6.4 10.2 10.2 3,384(3) 3,384(4)

4.0 7.0 11.1 11.1 3,605 3,605

1.8 6.4 8.1 25.5(5) 33.6(5) 2,947 7,275(5)

Notes: (1) We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. (2) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (3) Our average daily oil production decreased by 16.7 per cent. from an average 2,491 bopd in 2010 to an average of 2,076 bopd in 2011, principally as a result of a temporary reduction in the number of development wells drilled in the B8/32 and B9A as a result of drilling activity being directed by the operator towards other projects in 2011. Our average daily natural gas production declined at B8/32 and B9A primarily for the same reason. (4) Our average daily oil production decreased by 19.1 per cent. from an average of 2,076 bopd in 2011 to an average of 1,679 bopd in 2012, and our natural gas production decreased by 38.2 per cent. from an average of 16.4 mmcfd in 2011 to an average of 10.2 mmcfd in 2012. Both reductions were principally due to the decline in production rates at the Kambuna retrograde gas field. The decline in production associated with B8/32 and B9A was related to the decreased number of development wells drilled by the operator in 2011.

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(5)

Our acquisition of TBL is pending approval from the Bangladesh Government and Petrobangla. Our production volumes for the three months ended March 31, 2013 have been adjusted to include pro forma production from Block 9 assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the SPA. From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period.

Non-IFRS Financial data

For the year ended December 31, 2010 2011 2012 For the three months ended March 31, 2012 2013

(US$ thousands) Sale of crude oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 55,164.2 Sale of gas ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 26,617.1 Revenue ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,781.4 Operating costs .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . (11,224.1) Thai petroleum special remuneratory benefits and royalties paid ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,398.0) Gross profit before depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 62,159.3 Corporate general and administrative expense(1) . . . . . . . . . . . . . . . . . . . . (3,549.8) EBITDAX(2) .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 58,609.5 Geological and geophysical expense(3) . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . (2,164.3) Exploration expense(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (32,217.8) EBITDA(2) ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 24,227.4 Capital expenditures: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,308.9 Development expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,300.3 Acquisitions of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 217,400.4 Advanced payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,468.2 Others ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 773.4 Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 297,251.1 70,254.2 29,966.9 100,221.1 (18,032.5) (10,965.7) 71,222.9 (9,349.3) 61,873.6 (9,669.4) (430.7) 51,773.5 9,016.9 7,999.0 9,698.2 1,000.0 1,225.3 28,939.4 67,404.4 22,188.2 89,592.6 (18,741.8) (11,349.5) 59,501.3 (11,896.3) 47,605.0 (9,538.6) (3,054.8) 35,011.6 16,839.7 9,421.1 435.1 26,695.8 18,622.3 5,917.5 24,539.8 (5,597.6) (2,834.7) 16,107.5 (2,058.4) 14,049.1 (597.9) 13,451.2 780.4 1,800.5 253.3 2,834.2 15,920.6 4,146.5 20,067.1 (3,851.0) (2,485.4) 13,730.8 (2,959.8) 10,770.9 (587.5) (60.6) 10,122.8 4,232.0 2,767.1 233.3 7,232.4

Notes: (1) Corporate general and administrative expense excludes those general and administrative expenses which are directly attributed to our interests in our oil and gas assets and any general and administrative expenses relating to our geological and geophysical and drilling departments. (2) The table above sets our EBITDAX and our EBITDA. EBITDAX and EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with IFRS. EBITDAX and EBITDA are not measurements of financial performance or liquidity under IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as a measure of liquidity. In addition, EBITDAX and EBITDA are not standardized terms, hence, a direct comparison between companies using such terms may not be possible. The following table presents a reconciliation of our EBITDA and EBITDAX to (loss)/profit before tax. For the year ended December 31, 2010 2011 2012 For the three months ended March 31, 2012 2013

(US$ thousands) (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (72,177.0) Add: Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,761.4 Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . 50,561.0 Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,256.8 Impairment of oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,846.8 Option paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on option settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net fair value of embedded derivative . . . . . . . . . . . . . . . . . . . . . . . . . . Excess of fair value of net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (21.6) EBITDA .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,227.4 Geological and geophysical expense(3) . . . . . . . . . . . . . . . . . . . . . . . . . 2,164.3 Exploration expense(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,217.8 EBITDAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,609.5 (3) (4) (15,682.4) 10,103.2 68,776.9 631.8 106.0 (12,162.0) 51,773.5 9,669.4 430.7 61,873.6 845.5 11,970.7 23,221.4 540.0 (122.0) (1,444.0) 35,011.6 9,538.6 3,054.8 47,605.0 6,473.6 2,524.7 4,739.8 (287.0) 13,451.2 597.9 14,049.1 3,253.6 2,551.7 4,629.4 (312.0) 10,122.8 587.5 60.6 10,770.9

Our geological and geophysical expenses are those costs relating directly to our geological and geophysical and our drilling departments. Our exploration expenses includes dry hole expense, impairment and JSA-related expenses.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION You should read the following summary unaudited pro forma consolidated financial information for the periods and as of the dates indicated, in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations and our unaudited pro forma financial statements and the accompanying notes included elsewhere in this offering document. Our unaudited pro forma consolidated financial information has been prepared, for illustrative purposes only and based on certain assumptions and after making certain adjustments to show: (i) what the results of operations and cash flows of our Group for the year ended December 31, 2012 and the three months ended March 31, 2013 would have been if completion of the acquisition of TBL as described in Note 2 to the unaudited pro forma financial statements (the Significant Events) had occurred on January 1, 2012; and what the financial position of our Group as of December 31, 2012 and March 31, 2013 would have been if the Significant Events had occurred on December 31, 2012 and March 31, 2013.

(ii)

See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh for detailed information of our proposed acquisition of TBL. See Note 3 of our unaudited pro forma financial statements for the key adjustments and assumptions made for the preparation of our unaudited pro forma financial information. Our unaudited pro forma consolidated financial information has been prepared and presented on the basis set forth in Note 3 (basis of preparation of unaudited pro forma consolidated financial information) of the notes to our unaudited pro forma consolidated financial information. Our unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not purport to represent what our actual income statement, balance sheet or cash flow statement would have been had the Significant Events occurred on the relevant dates, nor does it purport to project our results of operations, financial position or cash flows for any future period or date. Moreover, the inclusion of our unaudited pro forma consolidated financial information does not provide any assurance that the completion of the Significant Events will occur in a timely manner or at all. See Risk FactorsRisks Relating to our Business and OperationsOur agreement to farm-in to G6/48 in Thailand and our acquisition of all outstanding shares in TBL may not be approved by the respective host governments. Further, our unaudited pro forma consolidated financial information was not prepared in connection with an offering registered with the SEC under the US Securities Act and consequently does not comply with the SECs rules on presentation of pro forma financial statements.

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Unaudited Pro Forma Consolidated Statement of Comprehensive Income

For the year ended December 31, 2012 (US$ thousands) Revenue ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance income ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance costs ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax expense ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss)/profit for the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income to be reclassified to profit or loss in subsequent periods: Exchange differences on translation of foreign operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total comprehensive income attributable to owners of the Company . . . . . . . . . . . . . . . (Loss)/earnings per share attributable to owners of the Company (cents per share) ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108,211.3 (61,977.9) 46,233.4 1,865.3 (25,286.5) (1,784.7) 411.3 (12,046.2) 9,392.5 (18,518.4) (9,125.9) (64.8) (9,190.7) (19) For the three months ended March 31, 2013 (US$ thousands) 24,042.5 (13,188.0) 10,854.5 871.9 (4,821.7) 245.8 210.2 (2,570.5) 4,790.3 (3,792.5) 997.8 (29.3) 968.4 1

Unaudited Pro Forma Consolidated Statement of Financial Position

As of December 31, 2012 (US$ thousands) ASSETS Non-Current Assets Exploration and evaluation assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Embedded derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current Assets Inventories ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepayments ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and bank balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EQUITY AND LIABILITIES Equity Share capital ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share premium .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation reserve . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Equity ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Current Liabilities Loans and borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current Liabilities Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Withholding tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax payable ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Equity and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000.0 402,750.0 (1,220.1) (123,599.7) 278,930.2 81,142.1 41,744.5 23,101.1 145,987.7 12,078.6 13,252.0 2,500.0 160.7 12,005.4 39,996.7 185,984.4 464,914.6 1,000.0 402,750.0 (1,249.4) (124,505.6) 277,995.0 81,353.7 40,969.0 23,227.8 145,550.5 10,975.8 10,248.4 2,500.0 96.0 17,150.2 40,970.4 186,520.9 464,516.0 135,653.8 134,188.5 254.8 50,524.3 2,864.0 182.1 323,667.4 6,054.7 45,614.2 1,108.6 500.0 87,969.7 141,247.2 464,914.6 139,885.8 131,224.1 380.0 50,203.5 3,176.0 182.1 325,051.4 6,972.1 45,095.6 767.0 500.0 86,129.9 139,464.5 464,516.0 As of March 31, 2013 (US$ thousands)

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Unaudited Pro Forma Consolidated Statement of Cash Flows

For the year ended December 31, 2012 (US$ thousands) Operating Activities Profit before tax .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment to reconcile profit before tax to net cash flows: Depreciation, depletion and amortization. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dry hole expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net fair value gain on embedded derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance cost .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unwinding of discount on decommissioning provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating cash flows before changes in working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in working capital: Decrease/(increase) in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase)/decrease in trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Flows from Operations Interest received .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest paid ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax paid ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Cash Flows from Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing Activities Additions to exploration and evaluation assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Addition to oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of other plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Cash Flows used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing Activities Proceeds from share issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in amount due to holding company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of bond interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Cash Flows from/(used in) Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase/(decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net effect of exchange rate changes . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at the end of the year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,392.5 27,616.3 1,283.3 (1,444.0) 11,575.2 471.0 (411.3) 48,483.0 863.7 (12,294.4) 1,991.3 (5,517.2) 33,526.5 411.3 (1,825.6) (20,155.9) 11,956.3 (16,839.7) (12,256.1) (42,350.1) (182.1) (253.0) (71,881.0) 115,000.0 (757.0) (8,925.0) 105,318.0 45,393.4 (83.4) 34,659.7 79,969.7 For the three months ended March 31, 2013 (US$ thousands) 4,790.3 5,554.7 (312.0) 2,443.8 126.7 (210.2) 12,393.2 (917.3) 9,622.7 (10,872.2) 10,226.4 210.2 (21.7) 10,414.9 (4,232.0) (2,877.3) (42,350.1) (233.3) (49,692.7) (4,462.5) (4,462.5) (43,740.3) (30.8) 121,901.0 78,129.9

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Unaudited Pro Forma NonIFRS Financial Data

For the year ended December 31, 2012 For the three months ended March 31, 2013

(US$ thousands) Sale of crude oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sale of gas ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thai petroleum special remuneratory benefits and royalties paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit before depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate general and administrative expenses(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDAX(2) ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geological and geophysical expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditure Exploration expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,797.2 38,414.1 108,211.3 (23,595.5) (11,349.5) 73,266.3 (12,887.9) 60,378.4 (9,538.6) (2,810.7) 48,029.1 16,839.7 12,256.1 42,350.1 435.1 71,881.0 16,392.0 7,650.5 24,042.5 (5,257.4) (2,485.4) 16,299.6 (3,042.5) 13,257.2 (587.5) (66.2) 12,603.5 4,232.0 2,877.3 42,350.1 233.3 49,692.7

Notes: (1) Corporate general and administrative expense excludes those general and administrative expenses which are directly attributed to our interests in our oil and gas assets and any general and administrative expenses relating to our geological and geophysical and drilling departments. (2) The table above sets our pro forma EBITDA and our pro forma EBITDAX. EBITDAX and EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with IFRS. EBITDAX and EBITDA are not measurements of financial performance or liquidity under IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS or as an alternative to cash flow from operating activities as a measure of liquidity. In addition, EBITDAX and EBITDA are not standardized terms, hence, a direct comparison between companies using such terms may not be possible. The following table presents a reconciliation of our EBITDA and EBITDAX to profit before tax. For the year ended December 31, 2012 Profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: Finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Option paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on option settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net fair value of embedded derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geological and geophysical expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EBITDAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,392.5 12,046.2 27,616.3 540.0 (122.0) (1,444.0) 48,029.1 9,538.6 2,810.7 60,378.4 For the three months ended March 31, 2013 4,790.3 2,570.5 5,554.7 (312.0) 12,603.5 587.5 66.2 13,257.2

(US$ thousands)

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In the following section we discuss our historical financial position as of and financial results for the years ended December 31, 2010, 2011 and 2012, and the three-month periods ended March 31, 2012 and 2013. You should read the following discussion together with our audited consolidated financial statements as of and for the years ended December 31, 2010, 2011 and 2012, and our unaudited interim consolidated financial statements for the three months ended March 31, 2013. This discussion and analysis contains forward-looking statements that reflect our current views with respect to future events and our financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set forth under Risk Factors and Notice to InvestorsForward-Looking Statements. We have prepared our consolidated financial statements in accordance with IFRS, issued by IASB, which may differ in certain significant respects from generally accepted accounting principles in other countries, including the United States. OVERVIEW We are an independent upstream company focused on the exploration, development and production of oil and gas in Southeast Asia. We were established in 2009 by our Founders, who previously created and built Pearl Energy, a Southeast Asian oil and gas producer and explorer. Leveraging our expertise in Southeast Asia and coupled initially with the backing of First Reserve, we embarked on a focused strategy of acquiring assets in countries and basins where our Founders and technical team have extensive knowledge and experience, with the commitment to build a leading oil and gas exploration and production company in Southeast Asia. Our target focus area stretches from the Surma Basin in Bangladesh in the west to the Papuan Basin in the east, and from offshore southern China in the north to Indonesia in the south. We have two producing oil and gas assets in the Gulf of Thailand and have signed the SPA to purchase TBL in Bangladesh which holds an operating interest in a producing gas field. We also have an oil and gas producing asset in offshore North Sumatra in Indonesia which we intend to relinquish shortly after this Offering. We are developing reserves in one contract area in the Gulf of Thailand, have six further contract areas in the Gulf of Thailand, including G6/48 for which we are awaiting government approval for our farm-in, the East Java Sea and the Makassar Strait with Development Pending resources, and have one contract area in the Makassar Strait with Development Unclarified resources. There are numerous exploration prospects in our contract areas. We are also exploring for oil and gas in multiple locations within our remaining four exploration contract areas, located offshore in the Malacca Strait, Gulf of Tonkin and South China Sea, and onshore in West Papua, Indonesia. Our three producing contract areas are B8/32 and B9A, both offshore in the Gulf of Thailand, and the Glagah-Kambuna TAC, offshore North Sumatra in Indonesia, which we intend to relinquish shortly after this Offering. For the three months ended March 31, 2013, our Working Interest share of oil and natural gas production from these areas averaged approximately 1,590 bopd and 8.1 mmcfd, or 2,947 boepd. In addition, assuming the completion of our acquisition of TBL, our pro forma average Working Interest production from Block 9 would have been 77 bopd and 25.5 mmcfd, or 4,328 boepd, and our total pro forma average Working Interest production in the first quarter of 2013 would have been 7,275 boepd. The rationale for the acquisition of our Working Interests in our producing contract areas is to provide us with stable cash flows and a solid foundation which we can leverage to pursue exploration in, and the development of, our other assets and the acquisition of further attractive contract areas. In G11/48 in the Gulf of Thailand, the Nong Yao oil field is currently under development. The Nong Yao fields Working Interest 2P reserves are estimated at 3.78 mmbo. The EIA and the PAA were submitted to the Thai authorities and regulators in the third quarter 2012 and were approved in October and November 2012, respectively, and we expect first production from the field in the second half of 2014.
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Six of our contract areas, including G6/48 for which we are awaiting government approval for our farm-in, contain discoveries that are classified as Development Pending resources. G10/48, in the Gulf of Thailand, contains the Wassana and Niramai oil discoveries, with our Working Interest of 2C resources estimated at 3.39 mmbo and 1.23 mmbo, respectively as of December 31, 2012. We expect the Wassana field to achieve first production in the first half of 2015. G6/48, also in the Gulf of Thailand, contains the Rossukon oil discovery, with our Working Interest of 2C resources as of December 31, 2012 estimated at 2.51 mmbo, assuming the completion of the farm-in. Block A offshore Cambodia in the Gulf of Thailand contains the Apsara oil field with our Working Interest of 2C resources as of December 31, 2012 estimated at 2.04 mmbo. In Indonesia, our Working Interest of 2C resources in the Lengo gas discovery in the Bulu PSC, the East Lengo gas discovery in the East Muriah PSC and the Dambus/Mangkok gas discoveries in the Kutai PSC as of December 31, 2012 are estimated at 16.08 mmboe, 1.64 mmboe and 6.94 mmboe, respectively. In addition, the Tanjung Aru PSC in Indonesia, along with Block 9, G11/48, G10/48 and Block A, contains additional contingent resources currently classified as Development Unclarified. Our Working Interest of 2C resources in those discoveries as of December 31, 2012 is estimated at 9.40 mmboe in the aggregate (10.82 mmboe assuming the completion of our acquisition of Block 9). Third-party independent assessment of our exploration assets estimates that our portfolio holds a best estimate total Working Interest volume of 1,469.6 mmboe (best estimate) of unrisked prospective resources (1,484.5 mmboe assuming the completion of the Block 9 acquisition and G6/48) in 46 prospects and 54 leads. All of our current contract areas (with the exception of the Glagah-Kambuna TAC, which we intend to relinquish shortly after this Offering) hold exploration prospects, and a key part of our strategy is to exploit the potential of our prospective resources over the coming years. These exploration opportunities are largely independent of one another, which helps ensure that the outcome of drilling individual wells does not affect the prospectivity of the remaining opportunities. We expect to participate in the drilling of up to five exploration wells in 2013 and up to 13 exploration wells in 2014. CRITICAL ACCOUNTING POLICIES The preparation of our consolidated financial statements in accordance with IFRS requires us to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Estimates and assumptions are continuously evaluated and are based on our experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities and the amount of revenues and expenses recorded in future periods. The following discussion presents areas where significant judgments, estimates and assumptions are required, as well as accounting policies that are particularly significant to our business. Changes in the assumptions and estimates used may materially affect the financial position or financial results reported in future periods. Further information on each of these and how they impact the various accounting policies are described in the relevant notes to the financial statements, see Appendix KConsolidated Financial Statements for the Years Ended December 31, 2010, 2011 and 2012 and Appendix MUnaudited Interim Consolidated Financial Statements for the Three Months ended March 31, 2013. Exploration and Evaluation Expenditures The application of our accounting policy for exploration and evaluation expenditure requires judgment in determining whether it is likely that future economic benefits are likely either from future exploitation or sale or where activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of reserves and resources is itself an estimation process that requires varying degrees of uncertainty depending on how the resources are classified. These estimates may be directly impacted when exploration and evaluation expenditure is deferred. Deferral requires management to make certain estimates and assumptions as to future events and circumstances,
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in particular, whether an economical viable extraction operation can be established. Any such estimates and assumptions may change as new information and/or interpretation becomes available. We account for oil and natural gas exploration, evaluation and development expenditure using the successful efforts method of accounting. The successful efforts method allows us to capitalize only those expenditures associated with successfully locating new oil and gas reserves. For unsuccessful results, we immediately charge the associated operating costs against revenues for that period. Even if we are successful in locating new oil and gas reserves, we may write off the capitalized expenditures if it is unlikely to be capable of being commercially developed. Pre-License Costs We expense pre-license costs in the period in which they are incurred. License and Property Acquisition Costs We capitalize exploration license and leasehold property acquisition costs as intangible assets on our balance sheet and review such capitalized costs at each reporting date to confirm that there is no indication that the carrying amount exceeds the recoverable amount. This review includes confirming that exploration drilling is still under way or firmly planned, or that it has been determined, or work is under way to determine that the discovery is economically viable based on a range of technical and commercial considerations and sufficient progress is being made on establishing development plans and timing. If no future activity is planned or the license has been relinquished or expired, we write off the remaining balance of the license and property acquisition costs through profit or loss. Upon recognition of proved reserves and internal approval for development, we transfer and capitalize the relevant expenditure as oil and gas properties on our balance sheet. License costs paid in connection with a right to explore in an existing exploration area are capitalized and amortized over the term of the permit. Acquisition related costs are expensed as incurred and included in administrative expenses. Exploration and Evaluation Costs Exploration and evaluation activity involves the search for hydrocarbon resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Once the legal right to explore has been acquired, we capitalize costs directly associated with an exploration well as exploration and evaluation intangible assets until the drilling of the well is completed and the results have been evaluated. These costs include directly attributable employee remuneration, materials and fuel used, rig costs and payments made to contractors. If no potentially commercial hydrocarbons are discovered, we write off costs directly associated with an exploration well as a dry hole expense. If extractable hydrocarbons are found and, subject to further appraisal activity (e.g. the drilling of additional wells), are likely to be capable of being commercially developed, we continue to carry the costs as an intangible asset while sufficient and continued progress is made in assessing the commerciality of the hydrocarbons. We initially capitalize as an intangible asset costs directly associated with appraisal activity undertaken to determine the size, characteristics and commercial potential of a reservoir following the initial discovery of hydrocarbons, including the costs of appraisal wells where hydrocarbons were not found. All such capitalized costs are subject to technical, commercial and management review as well as review for indicators of impairment at least once a year. This is to confirm the continued intent to develop or otherwise extract value from the discovery. If, after expenditure is capitalized, information becomes available suggesting that the recovery of the expenditure is unlikely, we write off the relevant capitalized amount through the profit and loss statement in the period when the new information becomes available. When proved reserves of oil and natural gas are identified and development is sanctioned by management, we assess for impairment and (if required) recognize any impairment loss, and then transfer the remaining balance to oil and gas properties. No amortization is charged during the exploration and evaluation phase.
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Farm-Outs in the Exploration and Evaluation Phase We do not record any expenditure made by the farmee on its account nor do we recognize any gain or loss on our exploration and evaluation of farm-out arrangements, but we redesignate any costs previously capitalized in relation to the whole interest as relating to the partial interest retained. Any cash consideration received directly from the farmee is credited against costs previously capitalized in relation to the whole interest with any excess accounted for by the farmor as a gain on disposal. Development Costs We capitalize expenditure on the construction, installation or completion of infrastructure facilities such as platforms, pipelines and the drilling of development wells, including unsuccessful development on delineation wells, within oil and gas properties. Hydrocarbon Reserve and Resource Estimates We depreciate oil and gas properties on a units of production (UOP) basis at a rate calculated by reference to total proved developed and undeveloped reserves determined in accordance with 2007 PRMS rules and incorporating the estimated future cost of developing those reserves. We estimate our commercial reserves based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the hydrocarbon body and suitable production techniques and recovery rates. See BusinessOur BusinessInternal Controls Over Reserves Estimates. Commercial reserves are determined using estimates of oil in place, recovery factors and future oil prices, the latter having an impact on the total amount of recoverable reserves and the proportion of the gross reserves which are attributable to the host government under the terms of the production sharing arrangements. Future development costs are estimated using assumptions as to the number of wells required to produce the commercial reserves, the cost of such wells and associated production facilities, and other capital costs. As the economic assumptions used may change and as additional geological information is produced during the operation of a field, estimates of recoverable reserves may change. Such changes may impact our reported results of operations and financial position. For example:

the carrying value of exploration and evaluation assets, oil and gas properties, property, plant and equipment and goodwill may be affected due to changes in estimated future cash flows; depreciation and amortization charges in our income statement may change where such charges are determined using the UOP method, or where the useful life of the related assets change; provisions for decommissioning may change where changes to the reserves estimates affect expectations about when such activities will occur and the associated cost of these activities; and the recognition and carrying value of deferred tax assets may change due to changes in judgments regarding the existence of such assets and in estimates of the likely recovery of such assets.

Units of Production Depreciation of Oil and Gas Assets Oil and gas properties are depreciated using the UOP method. This results in a depreciation and/or amortization charge proportional to the depletion of the anticipated remaining production from the field. Each assets life, which is assessed annually, has regard to both its physical life limitations and present assessments of economically recoverable reserves of the field at which the asset is located. These calculations require use of estimates and assumptions, including the amount of recoverable reserves and estimates of future capital expenditure. The calculation of the UOP rate of depreciation could be impacted to the extent that actual production in the future is different from current forecast production based on total proved and probable reserves, or future capital expenditure estimates changes. Changes to proved and probable reserves could arise due to changes in the factors or assumptions used in estimating reserves, including the effect on proved and probable reserves of
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differences between actual commodity prices and commodity price assumptions and unforeseen operational issues as discussed under Hydrocarbon Reserves and Resources Estimates above. Changes are accounted for prospectively. Recoverability of Oil and Gas Assets We assess each asset or cash generating unit (excluding goodwill, which is assessed annually regardless of indicators) every reporting period to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amounts is made, which is the higher of fair value less costs to sell and value in use. These assessments require the use of estimates and assumptions, such as long-term oil prices (considering current and historical prices, price trends and related factors), discount rates, operating costs, future capital requirements, decommissioning costs, exploration potential, reserves and operating performance (which includes production and sales volumes). These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or cash generating units. Fair value is determined as the amount that would be obtained from the sale of the asset in an arms length transaction between knowledgeable and willing parties. Fair value for oil and gas assets are generally determined from the present value of estimated future cash flows arising from the continued use of the assets, which includes estimates such as the cost of future expansion plans and eventual disposal, using assumptions that an independent market participant may take into account. Cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash generating unit. Management has assessed its cash generating units as being individual fields, which is the lowest level for which cash inflows are largely independent of those of other assets. Joint Arrangements A joint arrangement is a contractual arrangement whereby two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint arrangement is classified either as a joint operation or joint venture, based on the rights and obligations of the parties to the arrangement. To the extent the joint arrangement provides us with rights to the assets and obligations for the liabilities relating to the arrangement, the arrangement is a joint operation. To the extent the joint arrangement provides us with rights to the net assets of the arrangement, the arrangement is a joint venture. We reassess whether the type of joint arrangement in which we are involved has changed when facts and circumstances change. We recognize in relation to our interest in a joint operation our share of the joint operations: (a) assets, including any assets held jointly, (b) liabilities, including any liabilities incurred jointly, (c) revenue from the sale of the output arising from the joint operation and (d) expenses, including any expenses incurred jointly. We account for the assets, liabilities, revenues and expenses relating to our interest in a joint operation in accordance with the accounting policies applicable to the particular assets, liabilities, revenues and expenses. As of the Latest Practicable Date, we have no investments in joint ventures and we did not have any investments in joint ventures during the years ended December 31, 2010, 2011 and 2012. Decommissioning Costs We recognize a decommissioning liability when we have a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of obligation can be made. We will incur decommissioning costs at the end of the operating life of some of our facilities and properties. We assess our decommissioning provision at each reporting date. The ultimate decommissioning costs are uncertain and cost estimates can vary in response to many factors,
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including changes to relevant legal requirements, the emergence of new restoration techniques or experience at other production sites. The expected timing, extent and amount of expenditure can also change, for example, in response to changes in reserves or changes in laws and regulations or their interpretation. Therefore, significant estimates and assumptions are made in determining the provision for decommissioning. As a result, there could be significant adjustments to the provisions established, which would affect our future financial results. The provision at each reporting date represents our best estimate of the then present value of the future decommissioning costs required. Tax Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. We establish provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which we operate. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of our relevant Group company. Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Deferred Tax Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Royalties, Resource Rent Tax and Revenue-Based Taxes In addition to corporate income taxes, our consolidated financial statements also include and recognize other types of taxes which are calculated based on oil and gas production. Royalties, resource rent taxes and revenue-based taxes are accounted for under International Accounting Standard (IAS) 12, Income Taxes when they have the characteristics of an income tax. This is considered to be the case when they are imposed under government authority and the amount payable is based on taxable incomerather than based on physical quantity produced or as a percentage of revenueafter adjustment for temporary differences. For such arrangements, current and deferred tax is provided on the same basis as described above for other forms of taxation. Obligations arising from royalty arrangements and other types of taxes that do not satisfy these criteria are recognized as current provisions and included in cost of sales. Production Sharing Arrangements According to our production sharing agreements, the share of the profit oil to which the government is entitled in any calendar year is deemed to include a portion representing corporate income tax imposed upon and due by us. This amount is paid directly by the government on our behalf to the appropriate tax authorities. This portion of income tax and revenue are presented net in profit or loss. Fair Value Hierarchy Where the fair value of financial assets and financial liabilities recorded in the consolidated balance sheet cannot be derived from active markets, their fair value is determined using valuation techniques including discount cash flow models. The inputs to these models are taken from observable markets
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where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS The Price of Oil, Condensate and Natural Gas Our operations are significantly affected by the prevailing prices of crude oil and condensate and natural gas. Crude Oil Crude oil and condensate prices have historically been highly volatile and dependent upon the balance between supply and demand and particularly sensitive to production levels of OPEC. The prices we receive for our oil are primarily benchmarked to the price of Dubai Crude. The prices we receive are then adjusted for quality, transportation fees and regional price differences. In relation to our interests in B8/32 and B9A, the operator sells crude oil on the spot market and also pursuant to medium-term contracts typically up to one year in length, depending on market conditions. The operator sells condensate from the Glagah-Kambuna TAC under a long-term contract with Pertamina. The following table shows the average sales price we realized for our oil and condensate sales for the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013.
For the year ended December 31, 2010 2011 2012 B8/32 and B9A (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Glagah-Kambuna TAC (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . Average (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69.61 79.95 70.25 108.90 116.72 109.44 114.12 116.62 114.19 For the three months ended March 31, 2012 2013 119.00 125.00 119.18 112.30 109.35 112.25

Historically, we realized higher average sales prices per barrel from the Glagah-Kambuna TAC than from B8/32 and B9A due to the production from the Glagah-Kambuna TAC being condensate, which sells at a premium to crude oil. Our average realized oil price increased from 2010 to 2011 and from 2011 to 2012 due to the general increase in global oil prices. See BusinessOur Contract Areas Producing Contract AreasB8/32 and B9A, Gulf of ThailandSales and Marketing. For a discussion of historic and projected Dubai Crude and other oil benchmark prices, See Appendix AIndustry OverviewCrude Oil and Natural Gas Pricing. In the past, we have utilized commodity derivatives on two occasions to reduce our exposure to fluctuations in the price of oil. Although we do not currently have any outstanding derivative contracts, we expect from time to time to enter into derivatives, such as oil put options, depending on market conditions. Natural Gas Our natural gas is sold in Thailand to PTT pursuant to a gas sales agreement where the base price in Baht per million British Thermal Units (mmbtu) is based on a formula that factors in the Singapore medium sulphur fuel oil price, the Thai Baht-to-US dollar exchange rate, the US producer price index for oil field machinery and tools and the Thailand wholesale price index published by the International Monetary Fund. In Indonesia, we signed long-term gas sales agreements with PT Perusahaan Listrik Negara (PLN) and PT Pertiwi Nusantara Resources (PNR) for power generation. The gas price in the PLN contract was set at US$4.50 per mmbtu in August 2009 and escalates at three per cent. per year. The gas price in the PNR contract was set at US$5.80 per mmbtu in 2009 and also escalates at three per cent. per year.

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The following table shows the average sales price we realized for our natural gas sales for the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013.
For the year ended December 31, 2010 2011 2012 B8/32 and B9A (US$/mcf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Glagah-Kambuna TAC (US$/mcf) . . . . . . . . . . . . . . . . . . . . . . . . . Average (US$/mcf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.96 5.97 5.11 5.76 6.15 5.83 6.51 6.53 6.51 For the three months ended March 31, 2012 2013 6.48 6.46 6.48 6.25 6.53 6.27

Our average realized natural gas prices increased from 2010 to 2011 primarily due to the general escalation in global oil prices and from 2011 to 2012 primarily due to a price increase in medium sulphur fuel oil free on board in Singapore. Increases in global oil prices and increases in the Singapore medium fuel oil price generally result in increases to our realized gas prices because these are both pricing factors in our gas sales agreement in Thailand. Operating Statistics and Lifting Costs In addition to oil, condensate and gas prices, production volumes are our other primary revenue driver. Our production levels also affect the level of our reserves and depreciation. The volumes of our crude oil and gas resources and our production volumes may be lower than estimated or expected. Our producing assets are the B8/32 and B9A contract areas in the Gulf of Thailand, the GlagahKambuna TAC offshore North Sumatra in Indonesia, which we intend to relinquish shortly after this Offering. We have also signed a SPA in April 2013 to acquire TBL which holds an operating interest in Block 9 in Bangladesh, completion of which is pending governmental approval of the Bangladesh Government and Petrobangla. The following table sets forth the average daily production from each of these concessions for the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013.
For the year ended December 31, 2010 2011 2012 Production volumes Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gas (mmcfd) ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales volumes(5) Oil and liquids (bopd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gas (mmcfd) ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (boepd) .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average sales price(5) Oil and liquids (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gas (US$/mcf) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average lifting costs(2) Oil, liquids and gas (US$/boe) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,491 16.2 5,190(1) 2,491 15.5 5,074 70.25 5.11 7.45 2,076 16.4 4,817 2,076 15.8 4,702 109.44 5.83 10.26 1,679 10.2 3,384 1,679 9.5 3,264 114.19 6.51 15.13 For the three months ended March 31, 2012 2013 1,759 11.1 3,605 1,759 10.4 3,484 119.18 6.48 17.06 1,590(3) 8.1(3) 2,947(3) 1,590(3) 7.5(3) 2,834(3) 112.25(3) 6.27(3) 14.52(4)

Notes: (1) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (2) Average lifting costs are calculated as operating costs in the period divided by total production in the period. (3) Excludes production from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma net total production, including Block 9, is 654.8 mboe (7,275 boepd). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (4) Excludes lifting costs from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma total operating cost, including Block 9, is US$5.3 million (pro forma average lifting costs are US$8.03/boe). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (5) The multiplication of our average sales prices against our sales volumes for oil and liquids and gas will not match our revenue presented in our income statement due to sale of oil and liquids and gas at differing spot prices and revenue presented in our income statements, in the case of the Glagah-Kambuna TAC, is net of governments entitlement.

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For the year ended December 31, 2010 2011 2012 Oil and liquids (bopd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Natural Gas (mmcfd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Oil, liquids and gas total (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil, liquids and gas total assuming completion of our acquisition of TBL (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

For the three months ended March 31, 2012 2013

671 1,820(2) 2,491 2,491

591 1,485 2,076 2,076

229 1,450 1,679 1,679

251 1,508 1,759 1,759

143 1,447 1,590 77(5) 1,667(5)

7.7 8.5 16.2(2) 16.2 5,190 5,190

8.7 7.8 16.4 16.4 4,817(3) 4,817(3)

3.8 6.4 10.2 10.2 3,384(3) 3,384(4)

4.0 7.0 11.1 11.1 3,605 3,605

1.8 6.4 8.1 25.5(5) 33.6(5) 2,947 7,275(5)

Notes: (1) We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. (2) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (3) Our average daily oil production decreased by 16.7 per cent. from an average 2,491 bopd in 2010 to an average of 2,076 bopd in 2011, principally as a result of a temporary reduction in the number of development wells drilled in the B8/32 and B9A as a result of drilling activity being directed by the operator towards other projects in 2011. Our average daily natural gas production declined at B8/32 and B9A primarily for the same reason. (4) Our average daily oil production decreased by 19.1 per cent. from an average of 2,076 bopd in 2011 to an average of 1,679 bopd in 2012, and our natural gas production decreased by 38.2 per cent. from an average of 16.4 mmcfd in 2011 to an average of 10.2 mmcfd in 2012. Both reductions were principally due to the decline in production rates at the Kambuna retrograde gas field. The decline in production associated with B8/32 and B9A was related to the decreased number of development wells drilled by the operator in 2011. (5) Our acquisition of TBL is pending approval from the Bangladesh Government and Petrobangla. Our production volumes for the three months ended March 31, 2013 have been adjusted to include pro forma production from Block 9 assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the SPA. From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period.

In B8/32 and B9A, a portion of natural gas production is used to run the operations of the fields, as a result of which the total amount of natural gas sold from those contract areas is less than total production. Our interest in the natural gas sales from B8/32 and B9A was 7.8 mmcfd, 7.1 mmcfd, 5.7 mmcfd, 6.3 mmcfd and 5.7 mmcfd in the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013, respectively. Due to our impending relinquishment of the Glagah-Kambuna TAC shortly after this Offering, our share of oil, condensate and natural gas produced from our producing assets, and hence our revenues from the sales of oil, condensate and natural gas, will decrease. Our acquisition of TBL, which owns a 30.0 per cent. Working Interest in, and operatorship of, the producing Block 9 in Bangladesh, is pending approval from the Bangladesh Government and Petrobangla. We expect our overall sales of oil, condensate and natural gas to increase upon completion of our acquisition of TBL.

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The following table sets forth our operating expenditures, average daily production, total production and average lifting costs of oil and natural gas for the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013.
For the year ended December 31, 2010 2011 2012 Operating costs (US$ thousands) . . . . . . . . . . . . . . . . . . Average daily production (boepd) . . . . . . . . . . . . . . . . Total production (mboe) . . . . . . . . . . . . . . . . . . . . . . . . . . . Average lifting cost (US$/boe)(2) . . . . . . . . . . . . . . . . . . 11,224.1 5,190(1) 1,506.7(1) 7.45 18,032.5 4,817 1,758.1 10.26 18,741.8 3,384 1,238.7 15.13 For the three months ended March 31, 2012 2013 5,597.6 3,605 328.1 17.06 3,851.0(4) 2,947(3) 265.2(3) 14.52(4)

Notes: (1) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (2) Average lifting costs are calculated as operating costs in the period divided by total production in the period. (3) Excludes production from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma net total production, including Block 9, is 654.8 mboe (7,275 boepd). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period. (4) Excludes lifting costs from Block 9 in Bangladesh. Assuming the approval of our acquisition of Block 9 on January 1, 2013, the effective date of the sale and purchase agreement, our pro forma total operating cost, including Block 9, is US$5.3 million (pro forma average lifting costs are US$8.03/boe). From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period.

For a discussion of the changes from period-to-period in our operating costs and production, which determine our average lifting costs, see Results of OperationsThree Months ended March 31, 2013 Compared to Three Months ended March 31, 2012, Results of OperationsYear Ended December 31, 2012 Compared to Year Ended December 31, 2011, Results of OperationsYear Ended December 31, 2011 Compared to Year Ended December 31, 2010, and BusinessOur BusinessLife Cycle of Our PortfolioProduction. Valuation of Oil and Gas Reserves The costs of developing a field are spread over the life of the field based on the total net entitlement reserves and charged to net income based on our share of the number of barrels produced out of the total net entitlement reserves (the UOP method). The reserves of the field are based on the latest technical estimates based on production history, pressure measurements, porosity of source rock, estimates of likely reservoir limits and other factors, and cannot be known with certainty during the life of the field. If there is a significant change in the estimated net reserves for a producing field, the total costs will be spread over a smaller or larger reserves number significantly increasing or decreasing, respectively, the cost per barrel and therefore the total cost of sales in a period. These reserves will also underpin the total value of the field used for impairment calculations, so in very significant cases a reduction to the reserves estimate can lead to an impairment write-down. Exploration and Project Success and Impairment We face risks in connection with our (i) exploration and appraisal activities and (ii) project development and production activities. There are risks inherent in our strategy of geographic diversification and acquisition of new exploration and development assets. Our success or failure in our exploration and appraisal activities will affect the level of our reserves and resources. Successful exploration and appraisal activities result in an increase in our resources and reserves, whereas unsuccessful exploration and appraisal activities result in an impairment of our oil and gas properties (for producing assets) and/or goodwill. Our efficiency, safety, production technology and consistency in our drilling and extraction activities affect our costs as well as our level of production. Our capital expenditure is dependent on the number of wells that we drill, our efficiency in drilling such wells and our need for vehicles, drilling rigs and other facilities and equipment, which may be impacted by geological conditions and environmental and other factors. The value of our developments and producing fields are reviewed at least annually to compare the expected value of the asset (based on discounted cash flows) with the carried value on our
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balance sheet. If the expected value is lower than the carried value, any impairment is recognized as impairment loss in the period. In 2010, we recognized US$22.8 million for impairment of oil and gas properties and US$0.8 million for goodwill impairment due to a downward adjustment to estimates for the recoverable gas volume at the Kambuna retrograde gas field as a result of a production performance review, which revealed greater complexity of the reservoir than originally thought. We also recognized US$15.5 million for impairment of goodwill, which arose from the acquisition of Block 06/94 and subsequent unsuccessful exploration results. Acquisitions One of our strategies is to seek out and pursue selective acquisition opportunities where we have strategic and competitive advantages. Our results from operations and financial condition may be positively affected by successful acquisitions. However, we may direct significant resources to identifying and evaluating potential acquisition opportunities, without any assurance that an acquisition will be completed successfully. To the extent that the purchase price for any acquisition is paid in cash, such acquisition would affect our liquidity and cash position in the relevant period. We account for newly acquired oil and gas properties upon the earlier of (i) final completion of the acquisition and (ii) our payment for the asset, in the case that we place a non-refundable deposit. For a description of our assets, see also BusinessOur Contract Areas. Government Take, Taxes and Royalties The fiscal terms provided under the concessions through which we hold our various oil and gas interests provide the relevant host government with royalties, resource rent taxes and/or revenue-based taxes, in addition to our corporate income tax. These can take the form of a proportion of overall production from each contract area, as well as taxes on the profits that we make from selling petroleum products. In Cambodia, Indonesia and Vietnam, but not Thailand, we are entitled to receive oil and gas in quantities sufficient to recover our defined operating, capital and exploration costs for the current year and unrecovered amounts from prior years. We split the remaining oil and gas quantities, and all oil and gas quantities in Thailand, with the host government, with the host government receiving a percentage of production determined in reference to the overall production per day from the concession. As production from concessions in these countries increases, the governments percentage entitlement to oil and gas also increases. In Indonesia, the governments percentage of oil production is fixed. See BusinessOur Contract AreasFiscal Terms and Appendix BRegulation. Finance Costs We operate in a capital intensive industry and have significant funding requirements for our existing and future oil and gas exploration, development and production activities. Our funding requirements are funded partly by external debt, including the 2016 Notes. Consequently, our interest expense has and will continue to affect our results of operations. In the years ended December 31, 2010, 2011 and 2012 and the three month periods ended March 31, 2012 and 2013, our finance costs were US$6.8 million, US$10.1 million, US$12.0 million, US$2.5 million and US$2.6 million, respectively.

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PRINCIPAL COMPONENTS OF OUR INCOME STATEMENT The following table sets forth our consolidated income statement for the periods indicated.
For the year ended December 31, 2010 2011 2012 (audited) (US$ thousands) Sales of crude oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of gas ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . Revenue .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . Cost of sales Depreciation, depletion and amortization of oil and gas properties ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating costs ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . Thai petroleum special remuneratory benefits and royalties paid ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance income ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . Finance costs ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss)/profit before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax expenses ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss)/profit for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,164.2 26,617.1 81,781.4 70,254.2 29,966.9 100,221.1 67,404.4 22,188.2 89,592.6 18,622.3 5,917.5 24,539.8 15,920.6 4,146.5 20,067.1 For the three months ended March 31, 2012 2013 (unaudited)

(50,263.6) (11,224.1) (8,398.0) 11,895.8 10,701.3 (16,770.2) (71,321.4) 78.9 (6,761.4) (72,177.0) 492.6 (71,684.5)

(68,293.0) (18,032.5) (10,965.7) 2,929.8 13,557.3 (21,176.9) (1,168.5) 279.1 (10,103.2) (15,682.4) (18,479.6) (34,162.0) (34,162,011) (3.3)

(22,638.0) (18,741.8) (11,349.5) 36,863.3 1,865.3 (24,294.9) (2,028.8) 411.3 (11,970.7) 845.5 (18,518.4) (17,672.9) (36) (1.7)

(4,610.2) (5,597.6) (2,834.7) 11,497.2 591.3 (3,480.6) 287.0 103.4 (2,524.7) 6,473.6 (5,011.6) 1,462.1 1,462,080 0.1

(4,519.9) (3,851.0) (2,485.4) 9,210.8 871.9 (4,739.1) 251.4 210.2 (2,551.7) 3,253.6 (3,792.5) (538.9) (1) (0.1)

(Loss)/earnings per share (cents)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (71,684,469) (Loss)/earnings per share as adjusted for the Offering (cents)(2) . . (6.9)

Notes: (1) For comparative purposes, loss per share is calculated based on loss for the year or period, as the case may be, and the pre-Offering share capital of our Company of 100 Shares, 100 Shares and 49,041,147 Shares in each of the years ended December 31, 2010, 2011, 2012, respectively, and 100 Shares and 100,000,000 Shares in each of the three months ended March 31, 2012 and 2013, respectively. (2) For comparative purposes, loss per share as adjusted for the Offering is calculated based on loss for the year or period, as the case may be, and the post-Offering share capital of our Company (post-Share Split) of [1,046,154,000].

Overview of Revenue and Expenses We generate all of our revenue from the sale of crude oil and condensate, and natural gas from B8/32 and B9A in the Gulf of Thailand and the Glagah-Kambuna TAC offshore North Sumatra. In the case of Glagah-Kambuna TAC, we recognize our Working Interest share of the joint operations revenue from the sale of the output arising from the joint operation and expenses, including expenses incurred jointly. In the case of B8/32 and B9A, we recognize our Working Interest share in being a party to the joint arrangements revenue from the sale of the output arising from our interest in the joint arrangement and expenses, including expenses incurred jointly. See Managements Discussion and Analysis of Financial Condition and Results of OperationsJoint Arrangements. The following table presents our oil and condensate revenue and gas revenue by country for the periods indicated.
For the year ended December 31, 2010 2011 2012 (US$ thousands) Oil Indonesia(1) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of Crude Oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gas Indonesia(1) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of Gas ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,745.1 38,419.2 55,164.2 15,688.6 10,928.6 26,617.1 81,781.4 12,018.0 58,236.2 70,254.2 15,093.5 14,873.4 29,966.9 100,221.1 6,792.8 60,611.6 67,404.4 8,611.0 13,577.2 22,188.2 89,592.6 1,927.0 16,695.4 18,622.3 2,227.6 3,689.9 5,917.5 24,539.8 951.2 14,969.4 15,920.6 913.9 3,232.6 4,146.5 20,067.1 For the three months ended March 31, 2012 2013

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Note: (1) Our entire production from Indonesia is from the Glagah-Kambuna TAC. We expect to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. The revenue contribution of Glagah-Kambuna TAC for the years ended December 31, 2010, 2011, 2012 and the three months ended March 31, 2012 and 2013 was 39.7 per cent., 27.1 per cent., 17.2 per cent., 16.9 per cent. and 9.3 per cent., respectively.

Cost of Sales Our cost of sales comprises depreciation, depletion and amortization charges of oil and gas properties, direct operating expenditures which include field administration and lifting costs and the Thai petroleum production royalties and remuneration which is paid to the Thai Government due to our concessionaire status. Please see BusinessOur Contract AreasFiscal TermsThailand and Appendix BRegulation for more information regarding the production royalty in relation to B8/32 and B9A. Our depreciation, depletion and amortization charges of oil and gas properties consist primarily of allocations of acquisition, exploration, development and expected future capital and abandonment costs, which are allocated using the UOP method. Other Income Our other income comprises primarily the recognition of negative goodwill, which arises from the excess of the fair value of assets we acquire and liabilities we assume over the consideration we pay for such assets, management service fees, the effect of exchange rate changes on our foreign currency denominated assets and liabilities and income from shared facilities in joint operations. In 2010, we received management service fees from KEHL, for managing the operations of our subsidiaries. In 2011, we started charging these expenses directly to our subsidiaries, rather than to KEHL, and as such they are now eliminated from our accounts upon consolidation. General and Administrative Expenses Our general and administrative expenses comprise primarily employee benefits (which primarily includes salaries and bonuses and other short-term benefits), provisions for doubtful debts, professional fees, data purchases and subscriptions, travel and entertainment expenses, consultants fees, office lease rental, depreciation of other property, plant and equipment (which includes renovation, furniture and fittings, office equipment and computers), and database rentals. In 2012, we provided for US$2.3 million in doubtful debts in relation to value added tax receivables in respect of the Glagah-Kambuna TAC that we do not expect that we can recover due to the anticipated relinquishment of the contract area. Other Operating Expenses Our other operating expenses comprise primarily dry hole exploration expenses, impairment losses of oil and gas properties and goodwill, which arise due to unsuccessful exploration and appraisal results, premiums paid for oil commodity put options and net fair value losses on derivatives deemed embedded in the 2016 Notes for accounting purposes due to certain redemption features in the terms of the 2016 Notes. Finance Income Our finance income comprises interest income from our bank deposits. Finance Costs Our finance costs comprise interest on the 2016 Notes, banking facilities fees including the fees incurred for 2011 Revolving Credit Facility, interest on the 2011 Revolving Credit Facility, interest expenses paid to Serica Energy Pte Ltd (together with its subsidiaries, Serica) from the time we purchased its interests in Block 06/94 until we paid the purchase price, the Kutai PSC and the GlagahKambuna TAC until when we paid the purchase price for these blocks and accretion of interest on the 2016 Notes due to our issuance of the 2016 Notes at a discount. Prior to our repayment in July 2011 of
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a US$150.0 million acquisition finance facility agreement with Standard Bank Plc (the Standard Bank Facility), we also incurred finance costs in relation to that facility. Tax Expenses Our tax expenses comprise of taxes paid to the tax authorities of the respective countries in which we operate. See BusinessOur BusinessFiscal Terms. RESULTS OF OPERATIONS Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012 Revenue Our revenues decreased by 18.2 per cent. from US$24.5 million in the three months ended March 31, 2012 to US$20.1 million in the three months ended March 31, 2013. This decrease was due to a US$2.3 million decrease in condensate and gas revenue from the Kambuna retrograde gas field, where our share of revenue from condensate declined by 59.0 per cent. and our share of gas revenue declined by 50.6 per cent. decline during the three months ended March 31, 2013 compared with the three months ended March 31, 2012. The decline in condensate and gas revenue was consistent with the anticipated decline in production from the field as it approached the end of its economic life. In addition, revenue from oil and gas from B8/32 & B9A declined by approximately US$2.2 million quarter on quarter due to maintenance works which resulted in a temporary decline in production. The average realized oil and gas sales price was 5.8 per cent. and 3.2 per cent. lower for the three months ended March 31, 2013 compared with March 31, 2012, respectively due to a fall in price of fuel oil from B8/32. Historically, average realized oil prices for B8/32 and the Kambuna retrograde gas field tracked Brent crude oil and Dubai Crude benchmarks, which traded around US$120/bbl at the end of March 2012 and US$110/bbl at the end of March 2013. Therefore, the decrease in the average realized oil and gas sales price reflects the decrease in the benchmarks. Cost of Sales Our cost of sales decreased by 16.8 per cent. from US$13.0 million in the three months ended March 31, 2012 to US$10.9 million in the three months ended March 31, 2013, which was primarily due to a US$1.7 million decrease in operating costs which is mainly associated with the reduced production at the Kambuna retrograde gas field. Our production from B8/32 & B9A contributed 69.2 per cent. and 92.5 per cent. to our cost of sales for the three months ended March 31, 2012 and 2013, respectively, and production from the Kambuna retrograde gas field contributed 30.8 per cent. and 7.5 per cent to our cost of sales for the same period. Gross Profit Our gross profit decreased by 19.9 per cent. from US$11.5 million in the three months ended March 31, 2012 to US$9.2 million in the three months ended March 31, 2013 due to the changes in our revenue and cost of sales described above. Our gross profit from B8/32 and B9A contributed 98.8 per cent. and 88.6 per cent. to our total gross profit for the three months ended March 31, 2012 and 2013 respectively and gross profit from the Kambuna retrograde gas field contributed 1.2 per cent. and 11.4 per cent. to our total gross profit for the same period. Other Income Our other income generated increased by 47.5 per cent. from US$0.6 million in the three months ended March 31, 2012 to US$0.9 million in the three months ended March 31, 2013. This increase was primarily due to a US$0.3 million increase in net foreign exchange differences due to translation from Singapore dollars, the functional currency of KrisEnergy Pte. Ltd., to US dollars. General and Administrative Expenses Our general and administrative expenses increased by 36.2 per cent. from US$3.5 million in the three months ended March 31, 2012 to US$4.7 million in the three months ended March 31, 2013. This
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increase was primarily due to a US$0.7 million increase in salaries as a result of annual salary increments, special bonuses and an increase in headcount, a US$0.2 million increase in professional fees in connection with this Offering and the increase in size of the 2011 Revolving Credit Facility and a US$0.2 million increase in data subscription fees from our subscription to third-party data services. Finance Costs Our finance costs increased marginally by 1.1 per cent. from US$2.5 million in the three months ended March 31, 2012 to US$2.6 million in the three months ended March 31, 2013, due primarily to slight increases in our bank facility fees in relation to the 2011 Revolving Credit Facility. Profit before Tax Our profit before tax decreased by 49.7 per cent. from US$6.5 million in the three months ended March 31, 2012 to US$3.3 million in the three months ended March 31, 2013 due to the changes described above. Other Operating Expenses Our other operating expenses decreased by 12.4 per cent. from US$0.29 million in the three months ended March 31, 2012 to US$0.25 million in the three months ended March 31, 2013. The decrease was primarily due to the recognition of a net fair value gain attributable to embedded derivatives in relation to our 2016 Notes, partially offset by an increase in JSA-related expenses which were not incurred during the three months ended March 31, 2012. Tax Expenses Our tax expenses decreased by 24.3 per cent. from US$5.0 million in the three months ended March 31, 2012 to US$3.8 million in the three months ended March 31, 2013. This decrease was primarily due to a decrease in revenue from B8/32 and B9A. Loss/profit for the period We recorded a loss of $0.5 million in the three months ended March 31, 2013 compared to a profit of US$1.5 million in the three months ended March 31, 2012 due to the changes described above. Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 Revenue Our revenues decreased by 10.6 per cent. from US$100.2 million in the year ended December 31, 2011 to US$89.6 million in the year ended December 31, 2012. This decrease was primarily due to a US$11.7 million decrease in our revenue from the Kambuna retrograde gas field that was primarily caused by a 56.3 per cent. decline in natural gas production and a 61.3 per cent. decline in condensate production at the field in 2012 as it approached the end of its economic life. Our decrease in revenue from the Kambuna retrograde gas field was partially offset by a US$1.1 million increase in revenue at B8/32 and B9A primarily as a result of a 4.3 per cent. increase in our average realized oil prices and a 11.7 per cent. increase in our average realized gas prices despite the decrease in production due to three-year preventive maintenance on gas lift system and on-going pigging operation. Cost of Sales Our cost of sales decreased by 45.8 per cent. from US$97.3 million in the year ended December 31, 2011 to US$52.7 million in the year ended December 31, 2012. This decrease was primarily due to a decrease in depreciation, depletion and amortization of oil and gas properties from US$68.3 million in 2011 to US$22.6 million in 2012, driven by a decrease in depreciation, depletion and amortization charges at the Kambuna retrograde gas field. Upon the downward adjustment to estimates for the recoverable gas volume at the Kambuna retrograde gas field in 2010, production in 2010 and 2011 rapidly depleted the remaining reserves, and in 2012 the depreciation, depletion and amortization at the Kambuna retrograde gas field slowed due to the field approaching the end of its economic life.
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Gross Profit Our gross profit increased from US$2.9 million in the year ended December 31, 2011 to US$36.9 million in the year ended December 31, 2012 due to the changes in our revenue and cost of sales as described above. Other Income Our other income generated decreased by 86.2 per cent. from US$13.6 million in 2011 to US$1.9 million in 2012. This decrease was primarily due to our acquisition in 2011 of our interests in the East Seruway PSC, Kutai PSC and the Tanjung Aru JSA, which had a fair value of US$15.3 million in assets but for which we paid only US$3.1 million in cash consideration, resulting in the recognition of negative goodwill of US$12.2 million. On October 11, 2011, we entered into a sale and purchase agreement to acquire a 100.0 per cent. equity interest in KrisEnergy (Andaman II) B.V. (formerly known as KrisEnergy Indonesia Holdings BV) (KEABV) and its wholly-owned subsidiaries, Serica Energy Pte Ltd (SEPL), KrisEnergy Kutei BV (KEKBV) and KrisEnergy East Seruway BV (KEESBV) for a total consideration of US$3.1 million. SEPL, KEKBV and KEESBV collectively held a 43.0 per cent. Working Interest in Tanjong Aru JSA, a 30.0 per cent. Working Interest in the Kutai PSC and a 100.0 per cent. Working Interest in the East Seruway PSC, respectively. Through the acquisition of KEABV and its subsidiaries, our reserves increased. Based on an assessment by management, the fair value of the identifiable assets and liabilities of KEABV and its subsidiaries at the date of the acquisition was US$15.3 million. Therefore, the excess of fair value of net assets acquired over consideration paid amounted to US$12.2 million, due to the increase in 2P reserves and 2C resources from the exploration and evaluation assets acquired. This decrease was slightly offset by an increase from US$0.03 million in 2011 to US$0.5 million in 2012 in our revenue from reimbursement of joint operator overhead charges. General and Administrative Expenses Our general and administrative expenses increased by 14.7 per cent. from US$21.2 million in 2011 to US$24.3 million in 2012. This increase was primarily due to our provision for doubtful debt of US$2.3 million of value added tax receivables in respect of the Glagah-Kambuna TAC that we do not expect that we can recover due to the anticipated relinquishment of the contract area, the expensing of consideration of US$1.0 million in respect of each of the East Muriah PSC and the Tanjung Aru PSC, which we paid prior to the receipt of all necessary approvals for the acquisition of our interests in these concessions and an increase in employee salaries and bonuses from US$9.1 million in 2011 to US$10.7 million in 2012, which resulted primarily from our hiring of employees in our Singapore and Bangkok offices. These increases were partially offset by a decrease in data purchase and subscriptions from US$1.3 million in 2011 to US$0.5 million in 2012 as a result of upfront licensing fees paid for new data purchases and subscriptions in 2011 which were followed by lower fees for maintenance for such subscriptions in 2012 and a decrease in professional fees from US$4.8 million in 2011 to US$3.2 million in 2012, mainly due to the fees incurred in 2011 from the issuance of the 2016 Notes. Other Operating Expenses Our other operating expenses increased by 73.6 per cent. from US$1.2 million in 2011 to US$2.0 million in 2012. This increase was primarily due to US$1.8 million in joint study expenses in 2012 as compared to US$0.1 million in 2011, relating to our participation in more Indonesian JSAs in 2012 than 2011, and the recognition of dry hole expenses of US$1.3 million in 2012 as compared to US$0.4 million in 2011 as a result of our write-off of the Nong Yao SW-1 exploration well. These increases were partially offset by a net fair value gain on the 2016 Notes of US$1.4 million in 2012 compared to a net fair value loss of US$0.1 million in 2011 resulting from changes in the mark-tomarket value of the 2016 Notes due to an increase in the market value of the notes. The 2016 Notes are considered to have an embedded derivative for accounting purposes due to certain redemption features in the terms of the 2016 Notes and are therefore marked-to-market.
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Finance Costs Our finance costs increased by 18.5 per cent. from US$10.1 million in 2011 to US$12.0 million in 2012. This increase was primarily due to higher interest expenses incurred on the 2016 Notes, which amounted to US$8.9 million in 2012 as compared to US$4.0 million in 2011 as the 2016 Notes were issued in July 2011 and we therefore accrued approximately five months worth of interest on the 2016 Notes in 2011, and the accretion of interest on the 2016 Notes of US$0.8 million in 2012 compared to US$0.3 million in 2011 for the same reason. Partially offsetting this increase was a decrease in banking facilities fees we paid from US$3.1 million in 2011 to US$1.5 million in 2012 due to our repayment in July 2011 of the Standard Bank Facility and a decrease in the interest we paid on bank borrowings from US$2.1 million in 2011 to US$0.3 million in 2012 for the same reason. Profit / Loss before Tax We recorded a profit before tax of US$0.8 million in 2012 compared to a loss before tax of US$15.7 million in 2011 due to the changes described above, including primarily the increase in gross profit. Tax Expenses Our tax expenses remained steady at US$18.5 million in 2011 and the same in 2012. Two predominately offsetting factors resulted in our steady tax expenses. First, the book value of the Kambuna retrograde gas field exceeded the tax carrying value after the downward adjustment to estimates for the recoverable gas volume at the field in 2010. We recognize deferred tax liability on the difference between the book value and the tax carrying value of our assets. As the Kambuna retrograde gas field depleted in 2010 and 2011, its book value approached its tax carrying value, requiring us to reverse a portion of the previously recognized deferred tax liability in the amount of US$10.5 million in 2011. In 2012, as depletion slowed, we reversed only US$0.7 million. Offsetting this effect, however, was a decrease in total current taxation from US$29.0 million in 2011 to US$19.3 million in 2012 primarily as our cost-recovery pool in respect of the Kambuna retrograde gas field exceeded our revenue and allowed us to pay less Indonesian tax in 2012 than 2011. Loss for the year Our loss for the year decreased by 48.3 per cent. from US$34.2 million in 2011 to US$17.7 million in 2012 due to the changes described above. Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 Revenue Our revenues increased by 22.5 per cent. from US$81.8 million in the year ended December 31, 2010 to US$100.2 million in the year ended December 31, 2011. This increase was primarily due to a US$23.8 million increase in revenues from B8/32 and B9A primarily as a result of a 55.8 per cent. increase in our average realized oil prices and a 14.1 per cent. increase in our average realized natural gas prices at the fields in 2011, both primarily resulting from the general global increase in oil prices, that outweighed a 16.7 per cent. decrease in oil production and an 1.2 per cent. decrease in natural gas production at the fields as a result of the decreased drilling in 2011 primarily due to bad weather. Partially offsetting this increased revenue at B8/32 and B9A was a US$5.3 million decrease in revenue from the Kambuna retrograde gas field which was due primarily to the economic decline in the field as a result of unforeseen reservoir complexities. Cost of Sales Our cost of sales increased by 39.2 per cent. from US$69.9 million in the year ended December 31, 2010 to US$97.3 million in the year ended December 31, 2011. This increase was primarily due to an increase in depreciation, depletion and amortization costs from US$50.3 million in 2010 to US$68.3 million in 2011 mainly due to depreciation, depletion and amortization at the Kambuna retrograde gas field after the downward adjustment to estimates for the recoverable gas volume at the field in 2010, which led to US$38.0 million depreciation, depletion and amortization at the field in 2010 as compared
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to US$54.2 million in 2011. Contributing to the increase in our cost of sales was an increase in our operating costs from US$11.2 million in 2010 to US$18.0 million in 2011 due to our acquisition of our interest in B8/32 and B9A in April 2010, and an increase in the Thai petroleum special remuneratory benefits and royalties paid (both of which are paid to the Revenue Department in Thailand and is in line with the increase in our operating costs) from US$8.4 million in 2010 to US$11.0 million in 2011 for the same reason. Gross Profit Our gross profit decreased by 75.4 per cent. from US$11.9 million in the year ended December 31, 2010 to US$2.9 million in the year ended December 31, 2011 due to the changes in our revenue and cost of sales described above. Other Income Our other income generated increased by 26.7 per cent. from US$10.7 million in the year ended December 31, 2010 to US$13.6 million in the year ended December 31, 2011. This increase was primarily due to our acquisition of our interests in the East Seruway PSC, Kutai PSC and the Tanjung Aru JSA, which resulted in the recognition of negative goodwill of US$12.2 million gain in 2011. See Managements Discussion and Analysis of Financial Condition and Results of OperationsResults of OperationsYear Ended December 31, 2012 Compared to Year Ended December 31, 2011Other Income. Further contributing to the increase was an increase of US$0.8 million in income in 2011 from shared facilities in joint operations at B8/32 and B9A, which was largely offset by a US$8.9 million decrease in management fees from our parent company that occurred in 2011 when we started charging our management service fees directly to our subsidiaries. Also partially offsetting this increase was a decrease of US$1.0 million in our net foreign exchange differences based on our revaluation of the statement of financial position of KrisEnergy Pte. Ltd., which uses Singapore dollars as its functional currency. General and Administrative Expenses Our general and administrative expenses increased by 26.3 per cent. from US$16.8 million in 2010 to US$21.2 million in 2011. This increase was primarily due to an increase in salaries and bonuses of the employees from US$6.9 million in 2010 to US$9.1 million in 2011 due to an increase in our number of employees over the course of 2010, our first full year of operation, and our retrenchment and retained benefits paid to employees that we acquired when we acquired our interests in the East Seruway PSC, Kutai PSC and an Indonesian JSA, an increase in data purchase and subscription fees from US$0.3 million in 2010 to US$1.3 million in 2011 due to our increased participation in Indonesian JSAs in 2011 and an increase in professional fees from US$4.4 million in 2010 to US$4.8 million in 2011 incurred primarily in connection with the issuance of the 2016 Notes. Other Operating Expenses Our other operating expenses decreased by 98.4 per cent. from US$71.3 million in 2010 to US$1.2 million in 2011. This decrease was primarily due to a decrease in dry hole expenses of US$0.4 million in 2011 as compared to US$32.2 million in 2010 due largely to dry wells in Block 06/94, the Kutai PSC, G10/48 and G11/48. No impairment was recognized in 2011 as compared to the one-off charge of US$22.8 million for impairment of oil and gas properties and US$0.8 million for goodwill impairment due to a downward adjustment to estimates for the recoverable gas volume at the Kambuna retrograde gas field as a result of a production performance review, which revealed greater complexity of the reservoir than originally thought, and the charge of a further US$15.5 million due to goodwill impairment from the acquisition of Block 06/94 and subsequent unsuccessful exploration results in 2010. Finance Costs Our finance costs increased by 49.4 per cent. from US$6.8 million in 2010 to US$10.1 million in the 2011. This increase was primarily due to the interest expenses of US$4.0 million incurred on the 2016
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Notes in 2011 which we did not have in 2010, and a charge of US$0.5 million in 2011 in the unwinding of discounts on decommissioning provisions due to changes in our estimates of our future decommissioning liabilities at B8/32 and B9A and the Glagah-Kambuna TAC. Partially offsetting this increase was a decrease in the interest we paid on bank borrowings from US$3.0 million in 2010 to US$2.1 million in 2011 due to our repayment of the Standard Bank Facility in July 2011 and a decrease in interest paid to Serica from the time we purchased its interests in Block 06/94, the Kutai PSC and the Glagah-Kambuna TAC to the time we paid the purchase price from US$0.7 million in 2010 to nil in 2011. Loss before Tax Our loss before tax decreased by 78.3 per cent. from US$72.2 million in 2010 to US$15.7 million in 2011 due to the changes described above. Tax Expenses Our tax expenses increased from a benefit of US$0.5 million in 2010 to an expense of US$18.5 million in 2011. This increase was primarily due to increase in total current taxation from US$13.9 million in 2010 to US$29.0 million in 2011 due mostly to our increased revenue in 2011 in Thailand and because we fully utilized the available cost recovery pool for the Glagah-Kambuna TAC and consequently could no longer take cost recovery petroleum, which is taken pre-tax. Contributing to the increase in tax expense was a decrease in reversals of deferred tax liability from US$14.4 million in 2010 to US$10.5 million in 2011 as a result of a decrease in the excess of the book value over the tax carry value of the Kambuna retrograde gas field after the downward adjustment to estimates for the recoverable gas volume at the field in 2010. Loss for the year Our loss for the year decreased by 52.3 per cent. from US$71.7 million in 2010 to US$34.2 million in 2011 due to the changes described above. LIQUIDITY AND CAPITAL RESOURCES We have in the past met our working capital and other capital requirements primarily from cash flows generated by operating activities, capital contributions from shareholders and debt financing, including the 2016 Notes. As of the Latest Practicable Date, we had cash and cash equivalents of US$134.3 million, US$10.0 million of which was restricted cash deposits, and undrawn credit facilities of US$42.5 million and therefore our material unused sources of liquidity including cash equivalents, amounted to US$166.8 million. If necessary, we intend to fund the redemption of the 2016 Notes (held by holders of the 2016 Notes who have not provided irrevocable undertakings and who may exercise a redemption option following the occurrence of a Change of Control Event) from such cash on hand. See 2016 Notes for information on the irrevocable undertakings. Financial Resources As of March 31, 2013, we had aggregate cash and cash equivalents of US$120.3 million compared to US$121.9 million as of December 31, 2012, US$34.7 million as of December 31, 2011 and US$25.3 million as of December 31, 2010. Our Directors are of the opinion that, as of the date of lodgment of this offering document, our working capital is sufficient for our present requirements as our net cash generated from operating activities, together with cash and cash equivalents and the net proceeds from the Offering will provide sufficient funds to satisfy our ongoing working capital requirements (including, among other things, the provision and payment for general, administrative and operating costs, property holding costs (if any), planned capital expenditures (including costs of any proposed exploration and development), interest costs in connection with the 2016 Notes and, if necessary, redemption of the 2016 Notes (held by holders of the 2016 Notes who have not provided irrevocable undertakings and who may exercise a
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redemption option following the occurrence of a Change of Control Event) for at least 18 months after the Listing Date. See 2016 Notes for information on the irrevocable undertakings. In addition, depending on our capital requirements, market conditions and other factors, we may raise additional funds through additional debt. The following table sets forth a selected summary of our statement of cash flows for the periods indicated.
Year Ended December 31, 2010 2011 2012 (audited) (US$ thousands) Net cash flows from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,847.8 Net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (297,251.1) Net cash flows from/(used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,868.8 Net (decrease)/increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . (81,534.5) Effect of exchange rate changes on cash balances held in foreign currencies ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,907.5 Cash and cash equivalents at beginning of year/period . . . . . . . . . . . . . . . . . . . . . . . . . . 104,968.1 Cash and cash equivalents at end of year/period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,341.0 20,721.5 (28,939.4) 16,309.2 8,091.3 1,227.4 25,341.0 34,659.7 8,702.4 (26,695.8) 105,318.0 87,324.6 (83.4) 34,659.7 121,901.0 Three months ended March 31, 2012 2013 (unaudited) 6,279.3 (2,834.2) 434.3 3,879.5 (13.2) 34,659.7 38,526.0 10,086.8 (7,232.4) (4,462.5) (1,608.0) (30.8) 121,901.0 120,262.1

Net Cash Flow from Operating Activities Our net cash flow from operating activities was US$10.1 million during the three months ended March 31, 2013. Our operating cash flow before changes in working capital was US$9.9 million. This figure is adjusted primarily for working capital changes of a decrease in miscellaneous trade and other receivables of US$1.2 million, which was largely offset by a US$0.9 million increase in our inventory resulting from a US$0.8 million increase in drilling supplies and materials and a US$0.1 million increase in crude oil in storage. Our net cash flow from operating activities was US$6.3 million during the three months ended March 31, 2012. Our operating cash flow before changes in working capital was US$13.3 million. This figure is adjusted primarily for working capital changes of an increase in trade and other receivables of US$5.5 million, mostly due to payments we made on behalf of joint operations partners during the transition period from when KrisEnergy agreed to purchase Sericas assets in Indonesia until the completion of that transaction, and a US$1.1 million decrease in miscellaneous trade and other payables. Our net cash flow from operating activities was US$8.7 million during the year ended December 31, 2012. Our operating cash flow before changes in working capital was US$35.5 million. This figure is adjusted primarily for working capital changes of an increase of US$6.3 million in trade and other receivables due largely to our advanced payment in 2012 of US$6.6 million for Enis share of 3D seismic activity costs for Block 105 and Block 120, a US$2.2 million decrease in our miscellaneous trade receivables, a US$2.1 million decrease in our proportionate share of other receivables at B8/32 Partners and OEL and a US$1.7 million increase in our miscellaneous joint operation receivables, a US$2.0 million decrease in current assets due to our advanced payments for our interests in Block 105 and Block 120 in 2010 prior to the approval of our acquisitions by the Vietnamese government in 2012 and our advanced payment to the Indonesian government in 2011 of the signature bonus for the Tanjung Aru PSC prior to approval of our interest in the PSC by the Indonesian government in 2012 and a decrease in our trade and other payables of US$1.7 million primarily due to US$1.2 million in cash calls in respect of the Tanjung Aru PSC in 2011 that we received on behalf of Neon Energy and transferred into the Tanjung Aru joint account in 2012. We paid interest and bank facility fees amounting to US$1.8 million in relation to the 2011 Revolving Credit Facility, and US$20.2 million in taxes. Our net cash flow from operating activities was US$20.7 million during the year ended December 31, 2011. Our operating cash flow before changes in working capital was US$51.3 million. This figure is adjusted primarily for a decrease of US$6.1 million in trade and other payables mostly due to the
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accrual of interest on the 2016 Notes from their time of issuance in July 2011 and which was only paid on the first interest payment date in January 2012, and a decrease of US$4.0 million in other current assets resulting from cash calls in 2010 on our interest in Block A that were outstanding at the end of 2010 and paid in 2011. We paid interest and bank facility fees amounting to US$5.3 million in relation to the Standard Bank Facility and US$23.2 million in taxes. Our net cash flow from operating activities was US$50.8 million during the year ended December 31, 2010. Our operating cash flow before changes in working capital was US$56.4 million. This figure is adjusted primarily for a US$18.6 million decrease in other current assets as a result of US$13.6 million in cash calls for Block A that we paid in advance in 2009 and a US$5.0 million non-refundable deposit that we paid in 2009 for our purchase of assets from Serica, an increase of US$1.3 million in miscellaneous trade and other payables. We paid interest and bank facility fees amounting to US$6.8 million on the Standard Bank Facility and our payment of US$17.2 million in taxes. Net Cash Flow from Investing Activities Our net cash flow used in investing activities was US$7.2 million during the three months ended March 31, 2013, mainly attributable to US$4.2 million as our share of drilling costs at the Bulu PSC and the Kutai PSC and US$2.8 million as our share of development drilling costs at B8/32 and B9A. Our net cash flow used in investing activities was US$2.8 million during the three months ended March 31, 2012, mainly attributable to US$1.8 million as our share of development drilling costs at B8/32 and B9A and US$0.8 million in general operating expenditures at our non-producing assets. Our net cash flow used in investing activities was US$26.7 million during the year ended December 31, 2012, mainly attributable to exploration and appraisal costs at our non-producing contract areas amounting to US$16.8 million as our share of the costs of the three exploration wells we participated in drilling in 2012 and exploration, appraisal and development costs at our producing contract areas, amounting to US$9.4 million, principally comprising our share of the costs of development drilling at B8/32 and B9A in 2012. Our net cash flow used in investing activities was US$28.9 million during the year ended December 31, 2011, mainly attributable to our acquisitions of our interests in the Kutai PSC, the East Seruway PSC, the East Muriah PSC, the Bulu PSC and an Indonesian JSA which amounted to US$9.7 million in the aggregate, exploration and appraisal costs amounting to US$9.0 million at our non-producing contract areas for the drilling of one exploration well and the acquisition of 491 sq. km of 3D seismic data and exploration, appraisal and development costs at our producing contract areas amounting to US$8.0 million, primarily as our share of the costs of development drilling at B8/32 and B9A. Our net cash flow used in investing activities was US$297.3 million for the year ended December 31, 2010, mainly attributable to the acquisition of our interests in the Glagah-Kambuna TAC, Block 06/94, B8/32 and B9A which amounted to US$217.4 million in total. We spent US$52.3 million on exploration and appraisal costs at our non-producing fields, which was primarily focused on the G11/48, G10/48 and Block A contract areas in the Gulf of Thailand, Block 06/94 and the Kutai PSC, where we participated in the drilling of six, five, three, two and three exploration wells, respectively. We also participated in the acquisition of 5,952 km 2D seismic data and 881 sq. km 3D seismic data in respect of G11/48, Block 105 and Block 120. We spent US$19.3 million on exploration, appraisal and development costs at our producing contract areas, primarily for our share of the costs of development drilling at B8/32 and B9A. We also made advance payment on our farm-in arrangements for our 40.0 per cent. interests in Block 105 and Block 120 amounting to US$6.2 million. Net Cash Flow from Financing Activities Our net cash flow used in financing activities was US$4.5 million during the three months ended March 31, 2013, entirely attributable to interest on the 2016 Notes. Our net cash flow generated from financing activities was US$0.4 million during the three months ended March 31, 2012, mainly attributable to drawdown of US$5.0 million on the 2011 Revolving
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Credit Facility that we subsequently repaid in June 2012, which was largely offset by our payment of US$4.5 million in interest on the 2016 Notes. Our net cash flow generated from financing activities was US$105.3 million during the year ended December 31, 2012, mainly attributable to Keppels subscription of a 20.0 per cent. stake in us for US$115.0 million, which was partially offset by our payment of interest on the 2016 Notes amounting to US$8.9 million. Our net cash flow generated from financing activities was US$16.3 million during the year ended December 31, 2011, mainly attributable to the proceeds of the issue of the 2016 Notes amounting to US$78.5 million and US$2.0 million in restricted cash in a debt service reserve account securing the Standard Bank Facility at the end of 2010 that was released during 2011, which were partially offset by the repayment of bank borrowings amounting to US$68.0 million and cash calls on First Reserve and certain of our managements equity commitment to us of US$3.8 million. Our net cash flow generated from financing activities was US$164.9 million during the year ended December 31, 2010, mainly attributable to cash calls on First Reserve and certain of our managements equity commitment to us which amounted to US$106.9 million, US$68.0 million from bank borrowings, which was partially offset by our cash pledged to banks of US$10.0 million for the issuance of guarantees on behalf of our purchase of our interests in Block 105 and Block 120 and to secure the Standard Bank Facility. Borrowings Our third party borrowings consist of the 2016 Notes and the 2011 Revolving Credit Facility. As of March 31, 2013, our liability on the 2016 Notes was US$81.4 million and the amount drawn on the 2011 Revolving Credit Facility was nil. 2016 Notes KrisEnergy Holding Company Ltd (KEHCL), our wholly owned subsidiary, issued US$85.0 million 10.5 per cent. Senior Guaranteed Secured Bonds due July 21, 2016 at an issue price of 92.3 per cent. Interest on the 2016 Notes accrues at the rate of 10.5 per cent. per annum and is payable semi-annually in arrears on January 21 and July 21 in each year, commencing on January 21, 2012. On May 31, 2013, we increased the principal amount of the 2016 Notes through the issuance of an additional US$35.0 million in notes under the same terms, including the same interest rate and maturity date, as the original issuance (the Tap Issuance). We issued the notes in the Tap Issuance at an issue price of 105.0 per cent. As of the Latest Practicable Date, the total amount outstanding in relation to the 2016 Notes amounted to US$158.9 million comprising US$120.0 million in principal and US$38.9 million in interest (assuming accrual of interest on the 2016 Notes through their stated maturity date). The 2016 Notes include an option for the Issuer to redeem all or a part of the 2016 Notes at the redemption prices, giving rise to an embedded derivative that requires bifurcation and is separately recognized and accounted for at fair value. All obligations with respect to the 2016 Notes are secured by:

a first priority pledge/charge over all the issued share capital of KrisEnergy (Management Services) Ltd, KrisEnergy (Asia) Ltd, KrisEnergy Pte. Ltd., KrisEnergy Asia Holdings (B.V.) (which holds our entire interests in our subsidiaries that hold all of our Indonesian assets), KrisEnergy (Cambodia) Holding Ltd (which holds our entire interest in our subsidiary that holds Block A), KEHCL, KrisEnergy (Phu Khanh 120) Ltd (which holds our entire interest in Block 120), KrisEnergy (Song Hong 105) Ltd (which holds our entire interest in Block 105), KrisEnergy International (Thailand) Holdings Ltd (which holds our entire interests in our subsidiaries that hold our Thai assets), KrisEnergy (Tanjung Aru) B.V. (which holds our entire interest in the Tanjung Aru PSC), KrisEnergy (Udan Emas) B.V. (which holds our entire interest in the Udan Emas PSC), KrisEnergy East Seruway B.V. (which holds our entire interest in the East Seruway PSC), KrisEnergy Kutei B.V. (which, together with KrisEnergy
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Kutai B.V., holds our entire interest in the Kutai PSC), KrisEnergy (Satria) Ltd (which holds our entire interest in the Bulu PSC) and KrisEnergy (East Muriah) Ltd (which holds our entire interest in the East Muriah PSC);

a first priority floating charge granted by KrisEnergy (Asia) Ltd, KrisEnergy Pte. Ltd., KrisEnergy (Cambodia) Holding Ltd (which holds our entire interest in our subsidiary that holds Block A), KEHCL, KrisEnergy International (Thailand) Holdings Ltd (which holds our entire interests in our subsidiaries that hold our Thai assets), KrisEnergy (Management Services) Ltd, KrisEnergy (Phu Khanh 120) Ltd (which holds our entire interest in Block 120), KrisEnergy (Song Hong 105) Ltd (which holds our entire interest in Block 105), KrisEnergy Satria Ltd (which holds our entire interest in the Bulu PSC) and KrisEnergy (East Muriah) Ltd (which holds our entire interest in the East Muriah PSC), over each of their present and future assets; a first priority assignment by KrisEnergy (Asia) Ltd, KrisEnergy Pte. Ltd., KrisEnergy (Cambodia) Holding Ltd (which holds our entire interest in our subsidiary that holds Block A), KEHCL, KrisEnergy International (Thailand) Holdings Ltd (which holds our entire interests in our subsidiaries that hold our Thai assets), KrisEnergy (Management Services) Ltd, KrisEnergy (Phu Khanh 120) Ltd (which holds our entire interest in Block 120) and KrisEnergy (Song Hong 105) Ltd (which holds our entire interest in Block 105), of each of their present and future money claims under internal loans; and a pledge by KrisEnergy Asia Holdings B.V. (which holds all of our Indonesian assets), of its present and future receivables under internal loans and certain insurances. a pledge by KrisEnergy (Tanjung Aru) B.V. (which holds our entire interest in the Tanjung Aru PSC), KrisEnergy (Udan Emas) B.V. (which holds our entire interest in the Udan Emas PSC), KrisEnergy East Seruway B.V. (which holds our entire interest in the East Seruway PSC) and KrisEnergy Kutei B.V. (which, together with KrisEnergy Kutai B.V., holds our entire interest in the Kutai PSC), of each of their present and future bank accounts, intellectual property rights, moveable assets and receivables.

Our Company is the parent guarantor of the 2016 Notes and the subsidiary guarantors are KrisEnergy (Asia) Ltd, KrisEnergy Asia Coperatief U.A., KrisEnergy (Bangora) B.V. (which previously held our interests in Block 06/94), KrisEnergy (Cambodia) Ltd (which is an investment holding company with our entire interests in Block A), KrisEnergy East Muriah Ltd (which holds our entire interest in the East Muriah PSC), KrisEnergy East Seruway B.V. (which holds our entire interest in the East Seruway PSC), KrisEnergy Glagah Kambuna B.V. (which holds our entire interests in the GlagahKambuna TAC), KrisEnergy (Gulf of Thailand) Ltd. (which is an investment holding company indirect holding our entire interests in B8/32 and B9A), KrisEnergy Kutai B.V. and KrisEnergy Kutei B.V. (which together hold our entire interest in the Kutai PSC), KrisEnergy Oil & Gas (Thailand) Ltd (which holds our entire interest in G10/48), KrisEnergy (Phu Khanh 120) Ltd. (which holds our entire interest in Block 120), KrisEnergy Satria Ltd. (which holds our entire interest in the Bulu PSC), KrisEnergy (Song Hong 105) Ltd. (which holds our entire interest in Block 105), KrisEnergy Resources (Thailand) Ltd (which holds our entire interest in G11/48), KrisEnergy (Tanjung Aru) B.V. (which holds our entire interest in the Tanjung Aru PSC) and KrisEnergy (Udan Emas) B.V. (which holds our entire interest in the Udan Emas PSC). The trust deed governing the 2016 Notes contains covenants that restrict, among others, KEHCLs ability to (and, indirectly, our ability to) sell assets, make restricted payments, pay dividends, incur indebtedness, issue preference shares, effect consolidations, mergers and amalgamations and undertake transactions with its (our) affiliates. These restrictions are strict. See Appendix SSummary of Certain Covenants in our Finance Agreements. Under the trust deed governing the 2016 Notes, it is a change of control event if any person(s), other than the Permitted Holders, becomes the owner, directly or indirectly, of 50.0 per cent. or more of our Shares. Upon the occurrence of a Change of Control Event, we are required to give prompt notice of the Change of Control Event to holders of the 2016 Notes, and in such notice to specify a change of
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control payment date no earlier than 30 days and no later than 60 days from the date the notice is provided. Each holder of the 2016 Notes has the option to require us to redeem the 2016 Notes it holds at 101.0 per cent. of the principal amount of the note, together with interest accrued to the date fixed for redemption. Such right expires five days prior to the Change of Control Payment Date. We expect that after the Offering, the Permitted Holders will own [48.1] per cent. of our Shares (assuming the Over-allotment Option is not exercised). We intend to provide holders of the 2016 Notes with a notice of a change of control. As of the Latest Practicable Date, holders of the 2016 Notes holding an aggregate of 40.7 per cent. of the issued 2016 Notes have provided irrevocable undertakings not to exercise their options to require us to redeem the 2016 Notes following the occurrence of a Change of Control Event. To the extent that holders of the 2016 Notes exercise their option to require us to redeem some or all of the 2016 Notes, we intend to fund the redemption of the 2016 Notes from cash on hand. 2011 Revolving Credit Facility On July 21, 2011, KEHCL entered into a credit agreement with Standard Bank plc and Sumitomo Mitsui Banking Corporation for a US$30.0 million revolving credit facility. In May 2013, we increased the size of the 2011 Revolving Credit Facility to US$42.5 million and Standard Bank plc novated its rights, commitments and obligations under such 2011 Revolving Credit Facility to The Standard Bank of South Africa Ltd and The Hongkong and Shanghai Banking Corporation Limited was added as an additional lender. In June 2013, The Standard Bank of South Africa Ltd transferred all of its interest in the 2011 Revolving Credit Facility to The Royal Bank of Scotland plc. The current lenders under the 2011 Revolving Credit Facility are Sumitomo Mitsui Banking Corporation, The Royal Bank of Scotland plc and The Hongkong and Shanghai Banking Corporation Limited. The 2011 Revolving Credit Facility has an interest rate of LIBOR plus an applicable margin ranging from 4.0 per cent. to 5.0 per cent. (in increments of 0.3 per cent.), depending on the percentage of commitment utilized at the relevant time. The 2011 Revolving Credit Facility is used to finance our working capital requirements, capital expenditure and acquisitions and for the payment of fees, costs and expenses related to the 2011 Revolving Credit Facility and 2016 Notes. Under the documentation relating to the 2016 Notes and the 2011 Revolving Credit Facility, the commitments under the 2011 Revolving Credit Facility are subject to a maximum of 50.0 per cent. of the principal amount outstanding under the 2016 Notes. Under the 2011 Revolving Credit Facility, it is a change of control event if any person(s), other than the Permitted Holders, collectively becomes the owner, directly or indirectly, of 50.0 per cent. or more of our Shares. Upon the occurrence of such a change of control event, if requested by lenders with commitments amounting to two-thirds of the total commitments in the 2011 Revolving Credit Facility, the 2011 Revolving Credit Facility may be terminated and the commitments cancelled, and any outstanding amounts drawn under the 2011 Revolving Credit Facility, together with accrued interest, and all other amounts accrued declared immediately due and payable. We have received undertakings from lenders with commitments amounting to 64.7 per cent. of the total commitments that they will not, without our written consent, require or instruct the administrative agent to terminate and/or cancel the commitments and/or declare all outstanding amounts under the 2011 Revolving Credit Facility, together with accrued interest, and all other amounts accrued under the loan documents immediately due and payable. The 2011 Revolving Credit Facility ranks pari passu with and is secured by the same security and guaranteed by the same guarantee as the 2016 Notes pursuant to an intercreditor deed. The 2011 Revolving Credit Facility contains restrictive covenants comparable in scope to those contained in the 2016 Notes. No amount was drawn under the 2011 Revolving Credit Facility as of the Latest Practicable Date. Equity Financing On July 9, 2012, Keppel, through its wholly-owned subsidiary, Devan International Limited, subscribed for 20 million new Shares in our Company for a total consideration of US$115.0 million
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which was injected as new capital in our Company (the Keppel Subscription). Following the completion of the Keppel Subscription, Keppel, through Devan International Limited, held an effective 20.0 per cent. shareholding in us, and on June 28, 2013, exercised its call option to increase its shareholding (excluding its Cornerstone Shares) in us to 36.0 per cent. For further details, see Share Capital and ShareholdersSignificant Changes in Capital of Our Company. CAPITAL EXPENDITURES AND CAPITAL INVESTMENTS Capital Expenditures The following table shows our capital expenditures for the years ended December 31, 2010, 2011 and 2012, the three months ended March 31, 2012 and 2013 and the period from April 1, 2013 to the Latest Practicable Date. Our exploration and development expenditures include, among other things, exploration and appraisal well expenditures, geological and geophysical activities, general and administrative costs, platform and facility costs, pipelines and equipment expenditures.
Three months ended March 31, 2012 2013 780.4 1,800.5 253.3 2,834.2 4,232.0 2,767.1 233.3 7,232.4 April 1, 2013 to the Latest Practicable Date 15,061.4 2,249.1 19.7 17,330.2

Year Ended December 31, 2010 2011 2012 Exploration expenditures(1) . . . . . . . . . . . . . . . . . . . . . . . . Development expenditures(2) . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . Advanced payments(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . 52,308.9 19,300.3 217,400.4(3) 7,468.2 773.4 297,251.1 9,016.9 7,999.0 9,698.2 1,000.0 1,225.3 28,939.4 (US$ thousands) 16,839.7 9,421.1 435.1 26,695.8

Notes: (1) Includes all costs which are capitalized and which were necessarily incurred in the exploration and evaluation of hydrocarbons. (2) Includes all costs which are capitalized and which were necessarily incurred in the further development of hydrocarbon reserves and resources. (3) During the year ended December 31, 2010, the Group entered into a series of transactions including: (i) on January 21, 2010, the Group acquired 100.0 per cent. equity interest in KrisEnergy Glagah Kambuna BV and KrisEnergy Nam Con Son BV (now known as KrisEnergy Bangora BV) for total consideration amounting to US$106.0 million, which holds 25.0 per cent. Working Interest in Glagah Kambuna TAC in offshore Indonesia and 33.3% working interest in Block 06/94 PSC in offshore Vietnam, respectively; (ii) on June 8, 2010, the Group acquired 100.0 per cent. equity interest in KrisEnergy Kutai BV which holds 24.6 per cent. Working Interest in Kutai PSC for a consideration of US$0.6 million; (iii) on April 21, 2010, the Group acquired 100.0 per cent. equity interest in KrisEnergy Gulf of Thailand Ltd which effectively holds an indirect interest of 4.6345 per cent. in two concession blocks, known as B8/32 and B9A located in the Gulf of Thailand for consideration of US$110.7 million. See Appendix KConsolidated Financial Statements for the Years Ended December 31, 2010, 2011 and 2012. (4) Includes payments made in relation to farm-in arrangements, acquisition of interests in joint operations and signature bonuses.

In April 2013, we signed the SPA to acquire TBL and its assets in Bangladesh, including a 30.0 per cent. Working Interest in, and operatorship of, Block 9, which contains a producing gas field onshore Bangladesh. The purchase price was US$42.4 million (which includes an amount of deemed working capital as at the effective date, being January 1, 2013) and final consideration paid will be subject to completion adjustments pursuant to the SPA. Completion of the acquisition is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties).
The following table shows our exploration and development expenditures by country, for the years ended December 31, 2010, 2011 and 2012, the three months ended March 31, 2012 and 2013 and the period from April 1, 2013 to the Latest Practicable Date.
Three months ended March 31, 2012 2013 (1,201.5)(1) 1,372.2 2,125.2 285.1 2,580.9 2,697.2 582.8 3,840.9 (121.8)(2) 6,999.1 April 1, 2013 to the Latest Practicable Date 12,844.3 394.5 3,461.9 609.8 17,310.5

Year Ended December 31, 2010 2011 2012 Indonesia ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cambodia ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vietnam ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . 13,695.8 12,340.2 30,578.8 14,994.4 71,609.2 1,361.0 6,402.1 8,556.7 696.2 17,015.9 (US$ thousands) 6,442.9 2,787.1 13,307.2 3,723.6 26,260.7

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Notes: (1) Relates to the reversal of exploration expenditure previously accrued. (2) Relates to the reversal of overprovisioned 3D seismic processing costs accrued during the financial year ended December 31, 2012.

See Liquidity and Capital ResourcesNet Cash Flow from Investing Activities. Relinquishments In January 2010, we acquired a 33.3 per cent. Working Interest in Block 06/94 in the Nam Con Son Basin, offshore Vietnam in the South China Sea. In March 2010, the exploration well HH-1X encountered sub-commercial quantities of gas. A further exploration well, HDH-1X, was drilled in July 2010 and failed to encounter hydrocarbons. Efforts by the joint-venture partners to farm-out a portion of the contract area to fund further exploration activity were unsuccessful and all parties agreed to relinquish the contract area, which was completed in December 2011. We have no remaining liabilities in association with Block 06/94. We expect to relinquish our entire interest in the GlagahKambuna TAC shortly after this Offering. During the winding-down process, we expect to continue to receive cash flow from unrecovered value added taxes and the sale of condensate held as inventory, and will be responsible for paying for our pro rata share of decommissioning and abandonment liabilities for the winding-down process at the Glagah-Kambuna TAC. See BusinessOur Contract AreasContract Areas with Development UnclarifiedOther Activities and InterestsGlagahKambuna TAC, Offshore North Sumatra, Indonesia. As of March 31, 2013, our provision for decommissioning liabilities was US$24.6 million, which includes provisions in respect of B8/32 and B9A and the Glagah-Kambuna TAC. Such provisions are expected to be funded from cash flow from operations and cash on hand as and when such decommissioning liabilities fall due and are payable. Planned Capital Expenditures Our planned capital expenditures for the year ending December 31, 2013 and the year ending December 31, 2014 are as set out in the table below.
Year Ending December 31, 2013 Year Ending December 31, 2014

(US$ thousands) Development capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration capital expenditures(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total planned capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note: (1) Includes expenditures relating to our exploration and appraisal activities. 45,776.9 62,803.3 108,580.2 63,140.8 89,725.5 152,866.2

Our planned capital expenditures by country for the year ending December 31, 2013 and the year ending December 31, 2014 are as set out in the table below:
Bangladesh Cambodia Indonesia Thailand Vietnam (US$ thousands) Development Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 1,930.1 1,930.1 6,253.4 6,253.4 182.0 39,948.5 40,130.5 37,411.4 5,106.0 42,517.4 17,748.8 17,748.8

We expect to fund the above planned capital expenditures, which primarily relate to the exploration and development of fields within our contract areas, through our internal cash flows, debt financing (including bank loans and the 2011 Revolving Credit Facility), capital markets transactions and the net proceeds from the Offering. See Appendix DQualified Persons Report. Our planned capital expenditures for the year ending December 31, 2013 are derived from our approved annual work programs and budgets for 2013, our minimum future exploration commitments pursuant to the petroleum licenses which our Group is a party to. See Contractual Obligations and Commitments, as well as management estimates. For 2014, planned capital expenditures are derived from management assessments, and our minimum future exploration commitments pursuant to the petroleum licenses which our Group is a party to. See Contractual Obligations and Commitments, and estimates, as annual work programs are typically approved in the fourth quarter of each year which apply to the following year.
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Our actual capital expenditures may differ significantly from the amounts set out above due to various factors, including but not limited to, our future cash flows, results of operations and financial condition, changes in the local economies in Bangladesh (assuming completion of our acquisition of TBL) Indonesia, Thailand, Cambodia and Vietnam, in which we have a business presence, the availability of financing on terms acceptable to us, matters relating to possible construction/ development delays, defects or cost overrun, delays in obtaining or receipt of governmental approval, acceleration or delays in our exploration and development programs, changes in the legislative and regulatory environment and other factors that are beyond our control. CONTRACTUAL OBLIGATIONS AND COMMITMENTS The following table summarizes our capital commitments, development expenditure and operating lease payments as of the Latest Practicable Date.
Payments Due by Period After One Year but within Five Years (US$ thousands) Operating lease commitments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minimum exploration activities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and borrowings(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673.9 10,859.9 12,847.7 24,381.5 984.6 82,358.2 146,079.3 229,422.1 1,658.5 93,218.1 158,927.0 253,803.6

Within One Year

Total

Notes: (1) Operating lease commitments relate to the future minimum lease payments in relation to commercial property leases which are not cancellable. (2) Minimum exploration activities relate to the future minimum exploration commitments pursuant to the petroleum licenses which our Group is a party to. Minimum exploration activities which are due within one year and up to December 31, 2014 form part of our planned capital expendituressee Planned Capital Expenditures. (3) Relates to the carrying amount of the liability component of the 2016 Notes, the Tap Issuance and accrued interest relating to the 2016 Notes and the Tap Issuance up to the stated maturity date.

We plan to fund these contractual commitments through our internal cash flows, debt financing (including bank loans and the 2011 Revolving Credit Facility), capital markets transactions and the net proceeds from the Offering. OFF-BALANCE SHEET ARRANGEMENTS AND CONTINGENT LIABILITIES As of the Latest Practicable Date, we do not have any material off-balance sheet arrangements or contingent liabilities. SEASONALITY Seasonal weather conditions can limit our exploration, drilling and production activities and other oil and gas operations in certain areas. We typically do not experience and have not experienced any other significant seasonality in our business in the last three fiscal years. ORDER BOOK Due to the nature of our business, we do not maintain an order book. HEDGING POLICY We have in place adequate internal control procedures in relation to derivative contracts. Since establishment, we have entered into two derivative contracts with total premiums amounting to US$1.1 million. In each case, we bought Brent crude oil put options with a notional quantity and an embedded strike price. Going forward, we will seek board approval for entering into any commodity derivative contract. We will put in place adequate procedures which will be reviewed and approved by our Audit Committee. Our Audit Committee will monitor the implementation of the policy, including the review of the instruments (if any), processes and practices in accordance with the policy approved by the board of directors. The Chief Financial Officer will have the overall oversight and will keep track of exposure, if any, to derivative contracts, should such contracts be entered into in the future.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES REGARDING MARKET RISKS We are exposed to financial risks arising from our operations and the use of financial instruments. The key financial risks include oil price risk, credit risk, interest rate risk and liquidity risk. It is, and has been throughout the current financial year, our policy that no derivatives shall be undertaken, except for the use as hedging instruments where appropriate and cost-efficient. In the past, we have utilized commodity derivatives to reduce our exposure to fluctuations in the price of oil. Although we do not currently have any outstanding derivative contracts, we expect from time to time to enter into oil put options depending on market conditions. The following sections provide details regarding our exposure to the abovementioned market risks and the objectives, policies and processes for the management of these risks. Oil Price Risk The prices we realize upon the sale of our products vary with world oil prices, and particularly with Southeast Asian oil prices, which are subject to factors beyond our control, such as market demand and supply, the political and economic stability of various countries in which we hold concessions, OPECs production policy and oil reserves. Fluctuations in world oil prices affect our revenue and investment planning. When the market price of oil changes, so do the prices we receive for our crude oil and condensate, particularly because the operator of B8/32 and B9A, our primary oil-producing asset, sells crude oil from the blocks only on the spot market and pursuant to medium-term contracts typically up to one year in length, depending on market conditions. As a result, we are not able to use long-term oil sales contracts to protect our realized oil prices against short- and medium-term fluctuations in oil prices. Due to the pricing mechanisms found in our gas sales agreements, the price we receive for our sales of gas is partially protected against changes in oil price. However, when the reference oil prices change, the price of natural gas under our gas sales agreements changes in the same direction over time. For example, for gas sold from B8/32 and B9A, the price that we receive under the gas sales agreement is based on, among others, the market price of oil and is calculated every six months on April 1 and October 1 of each year. Should the price of oil rise or fall, the natural gas price will move correspondingly to a certain degree upon the recalculation of the applicable gas price. In an effort to mitigate existing price risks, we have in the past entered into oil put options, and we may do so in the future from time to time when appropriate and cost efficient. In 2011 and 2012, the price for Dubai Crude fluctuated in the range of US$89.50/bbl to US$124.00/bbl and Brent crude oil fluctuated in the range of US$93.20/bbl to US$118.00/bbl. Credit Risk Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. Our exposure to credit risk arises primarily from trade and other receivables. For other financial assets (including cash and bank balances and derivatives), we minimize credit risk by dealing with high credit rating counterparties. At the end of the reporting date, our maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognized in the consolidated statement of financial position and the carrying amount of loans and borrowings recognized in the consolidated statement of financial position relating to a corporate guarantee for the 2016 Notes. As of March 31, 2013, approximately 42.6 per cent. of our receivables arises from our Working Interest in the Glagah-Kambuna TAC, B8/32 and B9A. Trade and other receivables that are neither past due nor impaired are with creditworthy debtors with good payment record with us. We seek to ensure that our cash and cash equivalents, investment securities and derivatives are placed with or entered into with reputable financial institutions or companies with high credit ratings and no history of default.

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Liquidity Risk Liquidity risk is the risk that we will encounter difficulty in meeting financial obligations due to shortage of funds. Our exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The following table shows the maturity profile of our financial liabilities at March 31, 2013 based on contractual undiscounted repayments obligations.
Financial liabilities One year or less One to five years More than five years Total

(US$ thousands) Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued operating expenses . . . . . . . . . . . . . . . . . . . . . . . Loans and borrowings(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total undiscounted financial liabilities . . . . . . . . . . . 10,885.0 7,859.5 18,744.5 114,526.5 114,526.5 10,885.0 7,859.5 114,526.5 133,271.0

Note: (1) Relates to the carrying amount of the liability component of the 2016 Notes (because this amount is stated as of March 31, 2013, it does not include the Tap Issuance which was only completed on May 31, 2013) and accrued interest relating to the 2016 Notes up to the stated maturity date.

For further details relating to the maturity profile of our financial liabilities for the years ended December 31, 2010, 2011 and 2012, see Note 25 of Appendix KConsolidated Financial Statements for the years ended December 31, 2010, 2011 and 2012. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of our financial instrument will fluctuate because of changes in market interest rates. As at March 31, 2013 and December 31, 2011 and 2012, we had insignificant financial instruments that were exposed to interest rate risk. TREND INFORMATION Save as disclosed in this offering document, we are not aware of any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenue, profitability, liquidity or capital resources, or that would cause financial information disclosed in this offering document to be not necessarily indicative of the future operating results or financial condition of our Company, in respect of the financial year ending December 31, 2013. CHANGES IN ACCOUNTING POLICIES We have adopted certain new and revised accounting standards that are effective for annual periods beginning on or before January 1, 2013. See Note 2.3 to our consolidated financial statements included in Appendices K and M for further details. The adoption of these accounting standards did not have any effect on our financial results. We have not made any significant changes in our accounting policies during the three years ended December 31, 2012, 2011 and 2010 and the three months ended March 31, 2013. RECENT ACCOUNTING PRONOUNCEMENTS IFRS 9 Financial Instruments: Classification and Measurement IFRS 9 (as issued) reflects the first phase of the IASB work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities, as defined in International Accounting Standard 39. The standard was initially effective for annual periods beginning on or after January 1, 2013, but Amendments to IFRS 9 Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective date to January 1, 2015. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of our financial assets, but will not have an impact on classification and measurements of financial liabilities. We will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.
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CORPORATE STRUCTURE AND OWNERSHIP

Corporate Structure

We were incorporated in the Cayman Islands on October 5, 2009 as KrisEnergy Holdings II Limited, a wholly owned subsidiary of KEHL. On July 4, 2012, we changed our name to KrisEnergy Ltd.

As of the Latest Practicable Date, we have 37 subsidiaries and the details of our Group structure are as follows:

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We signed the SPA for all of the outstanding shares of TBL on April 8, 2013. Completion of the acquisition is pending approval from the Bangladesh Government and Petrobangla. The SPA will terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). If the acquisition is completed, our subsidiary KrisEnergy Asia Holdings B.V. will wholly own TBL. To satisfy Thai minimum-shareholder requirements, two of our senior management, Mr. Tang Chih Hao Kelvin and Mr. Stephen James Clifford, each hold legal, but not beneficial, title to one of the 100,000 shares in KrisEnergy Oil & Gas (Thailand) Ltd and KrisEnergy Resources (Thailand) Ltd. We are currently in the process of a corporate reorganization designed to minimize our tax burden in respect of our Thai operations. In this reorganization, we have consolidated all of our Thai contract areas into KrisEnergy (Gulf of Thailand), which consolidation is pending approval from the Thai regulators. For information regarding our subsidiaries and material entities, see Appendix COur Subsidiaries and Material Entities.

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BUSINESS OVERVIEW We are an independent upstream company focused on the exploration, development and production of oil and gas in Southeast Asia. We were established in 2009 by our Founders, who previously created and built Pearl Energy, a Southeast Asian oil and gas producer and explorer. Leveraging our expertise in Southeast Asia, and coupled initially with the backing of funds affiliated with First Reserve Management L.P. (together with its affiliated funds, First Reserve), we embarked on a focused strategy of acquiring assets in countries and basins where our founders and technical team have extensive knowledge and experience, with the commitment to build a leading oil and gas exploration and production company in Southeast Asia. Our target focus area stretches from the Surma Basin in Bangladesh in the west to the Papuan Basin in the east, and from offshore southern China in the north to Indonesia in the south. Our Founders have attracted experienced individuals to key roles in our management and technical teams, many of whom they had worked with for many years previously. We recognize the value of local presence in our areas of operation, and while we will continue to maintain our operational headquarters in Singapore, we have staffed offices in Bangkok, Jakarta and Ho Chi Minh City, and assuming the completion of our acquisition of TBL, we will have a staffed office in Dhaka as well. We believe our familiarity with these areas has allowed us to identify skilled industry professional and technical staff to run these offices and to quickly and efficiently respond to business opportunities. Our initial strategy is still in place today as we continue to grow. Since inception, we have built a portfolio of oil and gas assets that now encompasses 14 contract areas, of which we operate six, in four countries, and spans the entire upstream life cycle of exploration, appraisal, development and production. These assets provide a solid foundation from which we can grow our business in Southeast Asia and beyond. In April 2013, we signed the SPA to acquire TBL and its assets in Bangladesh, including a 30.0 per cent. Working Interest in, and operatorship of, Block 9, which contains a producing gas field onshore Bangladesh, and in March 2013, we signed an agreement to acquire a 30.0 per cent. Working Interest in, and operatorship of, G6/48 in the Gulf of Thailand, each of which is currently pending government approvals. If our acquisition of TBL and our farm-in to G6/48 are completed, our portfolio will encompass 16 contract areas, of which we will operate eight, in five countries.

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The following map shows the locations of our assets.

We have two producing oil and gas assets in the Gulf of Thailand and have signed the SPA to purchase TBL in Bangladesh which holds an operating interest in a producing gas field. We also have an oil and gas producing asset in offshore North Sumatra in Indonesia which we intend to relinquish shortly after this Offering. We are developing reserves in one contract area in the Gulf of Thailand, have six further contract areas in the Gulf of Thailand, including G6/48 for which we are awaiting government approval for our farm-in, the East Java Sea and the Makassar Strait with Development Pending resources, and have one contract area in the Makassar Strait with Development Unclarified resources. There are numerous exploration prospects in our contract areas. We are also exploring for oil and gas in multiple locations within our remaining four exploration contract areas, located offshore in the Malacca Strait, Gulf of Tonkin and South China Sea, and onshore in West Papua, Indonesia. Based on the Qualified Persons Report as of December 31, 2012:

our certified proved plus probable Working Interest reserves, referred to as 2P reserves amounted to 17.16 mmboe (31.70 mmboe assuming the completion of our acquisition of TBL); our certified best estimate Working Interest contingent resources, referred to as 2C resources, amounted to 40.72 mmboe (44.65 mmboe assuming the completion of our acquisition of TBL and our farm-in to G6/48); and our certified best estimate Working Interest unrisked prospective resources amounted to 1,469.6 mmboe (1,484.5 mmboe assuming the completion of our acquisition of TBL and our farm-in to G6/48).

Our three producing contract areas are B8/32 and B9A, both offshore in the Gulf of Thailand, and the Glagah-Kambuna TAC, offshore North Sumatra in Indonesia, which we intend to relinquish shortly after this Offering. For the three months ended March 31, 2013, our Working Interest share of oil and natural gas production from these areas averaged approximately 1,590 bopd and 8.1 mmcfd, or 2,947 boepd. In addition, assuming the completion of our acquisition of TBL, our pro forma average Working Interest production from Block 9 would have been 77 bopd and 25.5 mmcfd, or 4,328 boepd, and our total pro forma average Working Interest production in the first quarter of 2013 would have been 7,275 boepd. The rationale for the acquisition of our Working Interests in our producing contract
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areas is to provide us with stable cash flow and a solid foundation which we can leverage to pursue exploration in, and the development of, our other assets and the acquisition of further attractive contract areas. In G11/48 in the Gulf of Thailand, the Nong Yao oil field is currently under development. Our Working Interest of 2P reserves for the Nong Yao field are estimated at 3.78 mmbo. The EIA and the PPA were submitted to the Thai authorities and regulators in the third quarter of 2012 and were approved in October and November 2012, respectively, and we expect first production from the field in the second half of 2014. Six of our contract areas, including G6/48 for which we are awaiting government approval of our farmin, contain discoveries that are classified as Development Pending resources. G10/48, in the Gulf of Thailand, contains the Wassana and Niramai oil discoveries, with our Working Interest of 2C resources estimated at 3.39 mmbo and 1.23 mmbo, respectively as of December 31, 2012. We expect the Wassana field to achieve first production in the first half of 2015. G6/48, also in the Gulf of Thailand, contains the Rossukon oil discovery, with our Working Interest of 2C resources as of December 31, 2012 estimated at 2.51 mmbo, assuming the completion of the farm-in. Block A offshore Cambodia in the Gulf of Thailand contains the Apsara oil field with our Working Interest of 2C resources as of December 31, 2012 estimated at 2.04 mmbo. In Indonesia, our Working Interest of 2C resources in the Lengo gas discovery in the Bulu PSC, the East Lengo gas discovery in the East Muriah PSC and the Dambus/Mangkok gas discoveries in the Kutai PSC as of December 31, 2012 are estimated at 16.08 mmboe, 1.64 mmboe and 6.94 mmboe, respectively. In addition, the Tanjung Aru PSC in Indonesia, along with Block 9, G11/48, G10/48 and Block A, contains additional contingent resources currently classified as Development Unclarified. Our Working Interest of 2C resources in those discoveries as of December 31, 2012 is estimated at 9.40 mmboe in the aggregate (10.82 mmboe assuming the completion of our acquisition of TBL). We have a strong background in exploring for oil and gas and a successful track record in the discovery and production of hydrocarbons. We continue to use this expertise to build a diverse portfolio of exploration assets that will provide us with further growth opportunities. Third-party independent assessment of our exploration assets estimates that our portfolio holds a best estimate total Working Interest volume of 1,469.6 mmboe of unrisked oil and gas prospective resources in 46 prospects and 54 leads (1,484.5 mmboe assuming the completion of our acquisition of TBL and our farm-in to G6/48). All of our current contract areas (with the exception of the Glagah-Kambuna TAC, which we intend to relinquish shortly after this Offering) hold exploration prospects, and a key part of our strategy is to exploit the potential of our prospective resources over the coming years. These exploration opportunities are largely independent of one another, which helps ensure that the outcome of drilling individual wells does not affect the prospectivity of the remaining opportunities. We expect to participate in the drilling of up to five exploration wells in 2013 and up to 13 exploration wells in 2014. Since our inception, we have been a party to 26 exploration wells, of which 17 encountered oil and/or gas, and we are moving ahead with the development of three oil fields and the appraisal of three gas discoveries for near-term development. In April and May 2013, we drilled, as operator, the Lengo2 appraisal well in the Bulu PSC offshore Indonesia which commenced the production of gas at 21 mmcfd. While the exploration for oil and gas carries various degrees of risk, we work to manage this risk by targeting our efforts to the most advantageous opportunities. We intend to retain and grow a large exploration portfolio over the coming years and use our expertise in this area to drive growth. We intend, in due course, to participate in the development of petroleum discoveries in our contract areas with a view to establishing ourselves as a leading oil and gas producer in Asia. In addition, we plan to continue to secure additional oil and gas assets and, at the same time, to actively manage our existing portfolio. Active management may, depending on the circumstances that exist at the time, include divestments, acquisitions, farm-ins, farm-outs, relinquishments and exchanges of interests. Our growth strategy is reflected in our latest acquisition target, Block 9 onshore Bangladesh, for which we signed the SPA for all of the outstanding shares of TBL on April 8, 2013. Bangladesh marks a new
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country entry for us and we believe it is essentially aligned geologically with our focus area of tertiary basin systems in Southeast Asia. Certain members of our new ventures team have been studying opportunities in Bangladesh since 2005 and are familiar with the subsurface as well as the operating and commercial environment. The acquisition, which is pending completion, fits with our strategy of achieving sustainable growth: the Bangora gas field is a long-life producing asset providing positive cash flow into the future; the block contains exploration upside; and the experienced team of professionals already on the ground provides a solid basis to build the business going forward. As we grow our Company, we are committed to managing EHSS matters and assuring the EHSS integrity of our processes and facilities as an integral part of our business. We do so by implementing the SMS. As part of our SMS, we have achieved the OHSAS 18001 accreditation from SGS International Certification Services in Singapore and we are undertaking steps in our regional offices to achieve this level of certification. We are also in the process of implementing the appropriate measures to achieve ISO 14001 accreditation from the United Kingdom Accreditation Service. Our Strengths Our vision is to be a leading independent oil and gas exploration and production company in Asia and the employer of choice and preferred partner for governments and other upstream companies. Since acquiring our first assets in November 2009, we have built a portfolio of 14 contract areas positioned across the exploration and production life cycle in four countries, Cambodia, Indonesia, Thailand and Vietnam, and we are pending completion on two additional contract areas in Thailand and Bangladesh. We believe that our portfolio of contract areas positions us to benefit from the increasing demand for oil and gas in China, India and South and Southeast Asia due to economic development in these areas. Our management team has long standing experience and a proven track record in the region and our experienced shareholders and partners provide us with expertise and resources that complement our business. Experienced team with an established track record of success in managing a listed exploration and production company Keith Cameron, Chris Gibson-Robinson and Richard Lorentz, each has more than 25 years of oil and gas experience in Southeast Asia, with proven track records and reputations for value creation within the upstream oil and gas industry. Our Founders are dedicated to building a sustainable and disciplined oil and gas company. Most of our management team and senior technical staff have at least 20 years of experience within the oil and gas industry in Southeast Asia and a proven track record of increasing production and reserves by exploration and discovery, and bringing development assets, both onshore and offshore, into production efficiently and in a cost effective manner. As well as having an established track record in Southeast Asia, our Founders and the majority of our management team and senior technical staff have worked together since 1997, in Gulf Indonesia Resources Ltd. and subsequently, during the establishment, listing and divestment of Pearl Energy. We believe that this provides us with a workplace culture and synergy that is a key to our success and that it enables us to review opportunities efficiently and act decisively once opportunities arise. The success of this team is proven by Pearl Energys track record of creating shareholder value under this teams leadership. For example, Pearl Energy priced its IPO on the SGX-ST in April 2005 at S$0.70 per share, with a market capitalization of approximately US$240 million, and in May 2006 was taken over by Aabar with a cash offer of S$1.95 per share, an approximate valuation of S$865 million (US$534 million, assuming an exchange rate of US$1.00 = S$1.62, being the closing exchange rate on March 30, 2006, the date of the announcement of the transaction), and subsequently acquired in 2008 for approximately US$833 million. Under our Founders leadership, Pearl Energy increased net production from approximately 5,000 boepd in 2003 to more than 20,000 boepd in 2008, largely driven by the development of the Jasmine field in Thailand, which first produced oil 17 months after Pearl Energys acquisition of the field and achieved cumulative production of over 17 mmboe in its first three years of operation.

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Multi-asset balanced portfolio across the entire oil and gas exploration and production life cycle We have a diversified multi-asset, balanced portfolio of 14 contract areas in four countries (16 contract areas in five countries upon completion of our acquisition of TBL and our farm-in to G6/48) across the production, development, appraisal and exploration life cycle. This portfolio provides a balanced mix of assets by allowing us to capitalize upon the cash flow generation from our producing assets in order to fund development and exploration activities and evaluate our exploration upside potential. In particular, we have three producing assets, B8/32 and B9A in the Gulf of Thailand and the GlagahKambuna TAC offshore North Sumatra in Indonesia which we intend to relinquish shortly after this Offering. In April 2013 we signed the SPA to purchase TBL, which assuming completion of the transaction, will provide us with a fourth producing asset, Block 9 onshore in Bangladesh. As of December 31, 2012, we have Working Interest 2P reserves of approximately 13.38 mmboe in producing contract areas, and assuming the completion of our acquisition of TBL, our pro forma Working Interest 2P reserves in producing contract areas (including Block 9) would have been 27.93 mmboe. We believe that these contract areas provide us with a stable cash flow and a solid foundation of assets, which we can leverage to pursue exploration in, and the development of, our other assets and the acquisition of further attractive contract areas. We also hold 3.78 mmbo in Working Interest 2P reserves associated with our interest in the Nong Yao oil development in G11/48 in the Gulf of Thailand. We expect first production in G11/48 to occur in the second half of 2014. We hold interests in six contract areas, including G6/48 for which we are awaiting government approval for our farm-in, with Development Pending resources. For G10/48 in the Gulf of Thailand and Block A offshore Cambodia, if we receive relevant government approvals and joint operation final approvals, our 2C resources associated with the Wassana development and Apsara first platform development projects in these contract areas, which were 5.44 mmboe in aggregate as of December 31, 2012, will be reclassified as reserves. We believe that the development of these contract areas, along with G11/48, which is currently in development, will increase our reputation and strength in Thailand and Cambodia and provide us with further cash flow and a greater ability to develop our portfolio, in particular the Bulu, East Muriah, and Kutai PSCs, in which we have 2C resources totaling 24.65 mmboe as of December 31, 2012. Our Working Interest share of the 2C resources associated with the Rossukon oil discovery in G6/48, for which we are awaiting approval for our farm-in, is 2.51 mmboe as of December 31, 2012. In addition, the Tanjung Aru PSC, along with G10/48, G11/48, Block A and Block 9, contains discoveries classified as Development Unclarified contingent resources and requires additional exploration and/or appraisal to verify commerciality. Our Working Interest 2C resources in the Development Unclarified category totalled 9.40 mmboe as of December 31, 2012 (10.82 mmboe assuming the completion of our acquisition of TBL). We also have an exploration inventory of 1,469.6 mmboe (best estimate) as of December 31, 2012 (1,484.5 mmboe assuming the completion of our acquisition of TBL and farm-in to G6/48) of Working Interest unrisked prospective resources for potential discovery and future development. All of our contract areas contain exploration prospects and leads (with the exception of the Glagah-Kambuna TAC, which we intend to relinquish shortly after this Offering), which will provide further growth opportunities for our Company in the future. Geographical diversity with core area focus Including the acquisition of TBL (which is pending approval from the Bangladesh Government and Petrobangla) which holds an operating interest in Block 9, our contract areas are focused in seven core areas stretching from the Surma Basin in Bangladesh in the west to the Papuan Basin in the east, and from offshore southern China in the north to Indonesia in the south. Thailand, Indonesia and Vietnam are three of the top four oil and gas producing countries in Southeast Asia. With Block A offshore
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Cambodia, we are one of the first oil and gas exploration and production companies active in Cambodia, which we believe positions us favorably to capture anticipated growth in the Cambodian market. Each of our assets is rigorously selected based on in-depth knowledge derived from our management teams long-standing experience within Asian basins. This focus in our core areas creates an operating niche for our management and technical teams, who possess a deep understanding of the geology and complexities of the regional basins, long-standing experience with governments and regulatory authorities and deep-seated ties to potential partners in the region. This provides positive operational implications such as the transfer of skills and knowledge, which we also believe will provide us with a competitive advantage in securing the rights to contract areas. Due to this regional expertise, we are approached regularly by government agencies and potential partners with possible business opportunities. In addition to the experience and track record of our Founders, our management team and senior technical staff, we are dedicated to maintaining an on-the-ground presence in the countries in which we have assets. To this end, we have opened offices in Indonesia, Thailand and Vietnam, in addition to our headquarters in Singapore, and we intend to establish offices in any country in which we obtain a significant presence. In Bangladesh, our corporate acquisition of TBL, when completed, will provide a fully operational independent office in Dhaka with a team of experienced national professionals and a full complement of operational staff at the field location. By maintaining local offices in these countries, we believe that we are able to respond quickly and efficiently to business opportunities that arise in these areas, which provides us with a significant competitive advantage over many of our peers that maintain their primary offices outside of Asia. Moreover, we largely employ local technical and professional staff in these countries, which we believe provides us with valuable knowledge of the regional geology, business culture and regulatory environment in these countries. We intend to leverage off this regional experience going forward by focusing our efforts on basins in Southeast Asia, which, due to similarities in regional geology, we consider to stretch from Bangladesh in the west to Papua New Guinea in the east. Continuing to focus primarily on our core region will allow us to maximize the value of our knowledge of the region and provide us with a stable operating base should we decide to pursue opportunities elsewhere. Well positioned to leverage on the strong demand growth for oil and gas in Asia The Industry Consultant forecasts that global oil demand would reach 29,789 mmboe by 2018, 2,063 mmboe higher than in 2013, with demand for oil in the Asia-Pacific region far surpassing the increase in demand from any other region both volumetrically and in terms of growth rate. The Industry Consultant forecasts an average growth rate in demand for oil in the Asia-Pacific region of 2.5 per cent. per year from 2013 to 2018, and an average growth rate in demand for natural gas in the Asia-Pacific region of 6.9 per cent. per year from 2013 to 2018. Regionally in Southeast Asia, the Industry Consultant forecasts domestic oil and gas demand to rise, with oil demand in Southeast Asia expected to reach 1,837 mmbo in 2018, a 2.8 per cent. average annual increase from 2013, and gas demand expected to reach 1,081 mmboe in 2018, a 4.1 per cent. average annual increase from 2013. We believe that our portfolio ideally positions us to benefit from the increasing demand for oil and gas in Asia and Southeast Asia due to the economic development in these areas. See Appendix AIndustry Overview. Experienced and recognized Controlling Shareholders with expertise that is complementary to our business We expect to benefit from the expertise of First Reserve and Keppel, our indirect controlling shareholders, who possess strong financial capabilities, industry experience, business relationships and corporate governance. First Reserve is a private equity investment firm with substantial investments in the energy industry. Keppel, which in 2012 became a strategic shareholder through a subscription of new shares by its wholly-owned subsidiary for an effective 20.0 per cent. shareholding in us and on June 28, 2013,
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exercised its call option to increase its effective shareholding (excluding its Cornerstone Shares) in us to 36.0 per cent. Keppel is one of the worlds largest offshore marine groups with a global footprint across more than 30 countries. For more information on the call option, please see Share Capital and ShareholdersSignificant Changes in Capital of our Company. We expect to leverage on First Reserves and Keppels extensive network, relationships and technical expertise to capitalize on growth opportunities and strengthen our operational capabilities. Experienced, well-respected partners Our contacts in the upstream oil and gas industry have allowed us to grow through carefully selected and screened opportunities from other energy companies and through various government license rounds. Additionally, we staff our Company with known and trusted oil and gas professionals, but importantly, we have also been able to recruit young and able professional staff to augment our organization and ensure a sustainable balance of talent to work our assets and allow us to maximize value. We conduct our activities in our license areas with well-respected global oil and gas players. Our partners include both large-scale national oil companies and international oil companies such as Chevron, Eni, PTTEP, MOECO and Mubadala. These partners bring strong technical and operating capabilities, financial capacity for asset development, respective geographical focus, long-standing relationships with regulators and governments and opportunities for potential further cooperation. Partnering with these companies also helps us to ensure a high standard of corporate governance at our non-operated assets. Our objective is to be the partner of choice for such national and international oil companies. Chevron, which operates our B8/32 and B9A producing assets in the Gulf of Thailand, and our Block A development asset offshore Cambodia, is one of the worlds largest integrated oil companies and the largest operator of oil and gas assets in the Gulf of Thailand. Chevron supplies approximately two-fifths of Thailands oil and gas demand and in 2012 had a net average production of 67,000 bopd of crude oil and condensate and 1.1 bcfd of natural gas. In 2012, Chevron installed 12 wellhead platforms and drilled 325 development wells in the Pattani Basin. Our Strategy Our management has a successful track record of growing our asset portfolio and enhancing shareholder returns. Our management team has long-standing and proven experience in our focus basins across the Southeast Asian region and we believe that our technical and regional expertise provides us with significant growth opportunities through a number of means: developing our contingent resources, proving and developing our prospective resources, acquiring additional exploration areas and production assets and applying for new acreage through government bidding rounds or direct application, as permitted. Leverage on our significant technical and regional expertise Our management team and senior technical staff have extensive experience and local knowledge of the basins across the Southeast Asian region. Our geoscientists, engineers and operations specialists bring a deep understanding of the regions geology and operating complexities and are able to use this knowledge to identify new exploration, appraisal and development opportunities and execute projects efficiently and cost effectively. Furthermore, our management has over time developed strong working relationships with government agencies and these relationships play an important role in the development of our assets and the acquisition of rights over future oil and gas reserves. During the time that they have worked together in our Company, our management team and senior technical staff have successfully integrated our Cambodian, Indonesian, Thai and Vietnamese assets into our portfolio. In Indonesia, Thailand and Vietnam, we have opened local offices and recruited leading industry professionals with significant experience and relationships in these markets. To the extent that we identify opportunities in new markets, we will adopt a similar approach, seeking to match our own technical expertise with the recruitment of top quality local experts. Our proposed
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acquisition of TBL in Bangladesh in April 2013 will provide a fully operational office and team of professionals in situ reflecting our on-the-ground strategy once the transaction is granted government approval and is completed. Increase our production by developing discovered resources within our existing contract areas We hold Working Interests in contract areas in Cambodia, Thailand and Indonesia, which contain discovered but undeveloped oil and gas resources. The development of these resources provides an opportunity to significantly increase our production in the near term. The resources associated with Block A and G10/48 will become categorized as reserves when the relevant host government approval of the development plans and the joint-venture final investment decision are obtained. Other projects, such as in the Kutai, Bulu and East Muriah PSCs in Indonesia and G6/48 in the Gulf of Thailand (our farm-in to which is pending government approval), are at earlier stages and are undergoing appraisal. In Cambodia, the partners who are participants holding Working Interests in Block A submitted a PPA in September 2010 detailing the first phase of a phased development of the Apsara oil field via a single platform producing to a floating storage and offloading vessel. The partners in the field, led by operator Chevron, are awaiting approval of the PPA before a final investment decision on whether to proceed with the development of the Apsara oil field is taken. This is the first PPA to be evaluated by the CNPA and we understand that the CNPA is currently reviewing the terms and conditions of the PPA. In Thailand, we are collaborating with the operator of G10/48 and G11/48 for the development of the Wassana and Nong Yao oil fields, respectively, in two-phase programs of platform installation and development drilling. The PAA for the Wassana development project is currently being drafted and is expected to be submitted to the Department of Mineral Fuels in the second half of 2013. The PAA for the Nong Yao field was approved by the Department of Mineral Fuels in November 2012. The Nong Yao development project is pending the final investment decision by the joint-venture parties. We will seek to develop our undeveloped oil and gas resources, to the extent such development is financially viable, in order to accelerate and maximize production from our portfolio. Increase the value of our existing exploration portfolio Our technical team has a track record of successful discoveries in Southeast Asia and exploration is a core element of our growth strategy. Key to this is extensive experience in the region and access to high quality data, seismic and otherwise. We believe that the experience of our management team has enabled us to achieve a success rate of discoveries over the last three years in excess of 60.0 per cent. As of December 31, 2012, we had an exploration inventory of 1,469.6 mmboe (best estimate) of Working Interest unrisked prospective resources (1,484.5 mmboe assuming the completion of the acquisition of TBL and farm-in to G6/48). All of our contract areas contain prospects and leads (with the exception of the Glagah-Kambuna TAC, which we intend to relinquish shortly after this Offering) that require further evaluation including exploration drilling. See BusinessOur Contract Areas for details of our proposed drilling programs. Our business development team is continuously reviewing new opportunities to increase our exploration portfolio either directly from host governments or through transactions with other entities. We also actively engage in farm-outs to established partners to balance risks versus rewards of our exploration portfolio. For example, we brought in Eni into our Vietnam projects which minimized our capital outlay through arrangements where Eni paid for our share of costs of two now-completed 3D seismic acquisition programs and will pay for a portion of our share of costs of exploration drilling while allowing us to continue to retain significant economic exposure to a large prospective resource base. Continually review our portfolio We expect to continually review new opportunities as they come to market, including new contract areas for award and asset sales. We follow a disciplined approach with regards to evaluating new
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opportunities with a thorough operational and financial evaluation focused on creating shareholder value. We will also consider other factors such as level of synergy with the current portfolio, our geographic focus areas, and the type and level of technical expertise required. Of our current portfolio including Block 9 (the acquisition of which is pending approval from the Bangladesh Government and Petrobangla) and G6/48 (the farm-in of which is pending government approval), we acquired 14 assets from other oil and gas companies, with the remaining two licenses awarded by the applicable host government. Over the past three years, we have reviewed more than 100 asset acquisition opportunities in Southeast Asia and we believe that our extensive knowledge of the region positions us to identify the most attractive prospects. To the extent that we seek to acquire assets in new countries, we will develop a strategy to ensure that upon acquisition of such asset, we have sufficient know-how and expertise, through the recruitment of new experts and professionals to enable us to assess and operate the asset successfully. See Leverage on our significant technical and regional expertise above. Concurrently, we continually review our existing portfolio for opportunities for partial or entire divestment opportunities to mitigate risk, decrease our exploration and development costs, bring in name-brand partners or divest assets that are no longer consistent with our overall portfolio strategy. During the last three years, we have farmed out interests in two assets, namely Block 105 and Block 120, in order to bring in Eni to carry the costs of seismic data acquisition and exploration drilling costs up to a capped amount and completely relinquished Block 06/94. We also intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. OUR HISTORY KrisEnergy is an upstream company with oil and gas assets in seven core areas stretching from Bangladesh in the west across Southeast Asia to West Papua, Indonesia. We were established in 2009 to build a balanced portfolio of assets comprising production with exploration upside, development with exploration upside, and pure exploration. Our activities range across all facets of the exploration and production life cycle from exploration and appraisal to development and production for which we use our in-house technical team of geoscientists, engineers and operations specialists. To date, we have undertaken transactions or direct awards covering 17 assets in five countriesBangladesh, Cambodia, Indonesia, Thailand and Vietnam. We will operate eight of the assets within our current portfolio once the relevant government approvals have been obtained for the acquisitions of G6/48 and TBL, which holds an operating Working Interest in Block 9. The following timeline summarizes key events in our history. 2009 Start-up In June, First Reserve committed up to US$500.0 million of equity capital, and certain of our management team, two non-executive directors, an advisor to the Board and an employee also committed at later dates to provide US$4.2 million of equity capital to fund our acquisitions and operations. We were incorporated in October. We acquired 25.0 per cent. Working Interest in each of G10/48 and G11/48 in the Gulf of Thailand. We participated in our first drilling program: one exploration well each in G10/48 and G11/48 resulted in an oil discovery and a sub-commercial oil and gas discovery, respectively.

Acquisitions Operations

2010 Acquisitions We grew our footprint in Southeast Asia with the acquisition of Working Interests in assets in Cambodia (Block A), Indonesia (Glagah-Kambuna TAC and Kutai PSC), Thailand (B8/32 and B9A) and Vietnam (Block 06/94, Block 105 and Block 120). We acquired our first production at the B8/32, B9A and GlagahKambuna fields.
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Operations

Six exploration wells in G11/48 resulted in four oil and gas discoveries and one oil discovery, five exploration wells in G10/48 resulted in one oil and gas discovery and two oil discoveries, three exploration wells in Block A resulted in two oil discoveries and one oil and gas discovery, two exploration wells in Block 06/94 were unsuccessful, and three exploration wells in the Kutai PSC resulted in two gas discoveries. We participated in the acquisition of 327 sq. km 3D seismic data in G11/48, 554 sq. km 3D seismic data in G10/48, 1,807 km 2D seismic data in Block 105, 2,021 km 2D seismic data in Block 120 and 2,124 km 2D seismic data in G11/48. 63 development wells were drilled and three new wellhead platforms were put on stream in the B8/32 and B9A production areas. We opened offices in Jakarta in Indonesia and Bangkok in Thailand.

Financing 2011 Acquisitions

We entered into a US$150.0 million loan facility with Standard Bank plc.

We acquired Working Interests and operatorship in two assets in Indonesia: the Bulu PSC offshore East Java and the East Seruway PSC offshore North Sumatra, and we were awarded the Tanjung Aru PSC offshore Kalimantan. We increased our Working Interest in the Kutai PSC in Indonesia. We increased our Working Interest in Block 105 and Block 120 in Vietnam and took over operatorship of these contract areas. We relinquished Block 06/94 offshore Vietnam. We acquired 491 sq. km 3D seismic data in the Kutai PSC. In B8/32 and B9A, one exploration well resulted in a discovery, 24 development wells were drilled and one wellhead platform was put on stream. We opened our Vietnam office in Ho Chi Minh City.

Relinquishments Operations

Financing

We raised US$85.0 million through the issuance of the 2016 Notes, and we also entered into the US$30.0 million 2011 Revolving Credit Facility.

2012 Acquisitions We were awarded the Udan Emas PSC onshore West Papua and we acquired our interest in the East Muriah PSC offshore East Java. We agreed to farm-out a 25.0 per cent. Working Interest in each of Block 105 and Block 120 offshore Vietnam. The authorities in Thailand approved the PAA for the Nong Yao oilfield in G11/48. One exploration well in G10/48 and two exploration wells in B8/32 resulted in sub-commercial discoveries. 54 development wells were drilled in B8/32 and B9A. We acquired 831 sq. km of 3D seismic data in Block 105 and 502 sq. km of 3D seismic data in Block 120.
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Farm-out

Operations

Corporate 2013 Acquisitions

Keppel subscribed for a 20.0 per cent. indirect shareholding in our Company for US$115.0 million with an option to acquire an additional 16.0 per cent.

We signed an agreement to acquire a 30.0 per cent. Working Interest and operatorship of G6/48 in the Gulf of Thailand, which is subject to completion. We signed a SPA to acquire TBL, which holds Block 9 onshore Bangladesh, which is pending government approval. We acquired 948 km 2D seismic data in the East Seruway PSC. We drilled as operator the Lengo-2 appraisal well in the Bulu PSC which encountered gas and resulted in two successful drill stem tests (DSTs). As at March 31, 2013, nine development wells were drilled in B8/32 and B9A.

Operations

Financing

We increased the size of the 2016 Notes from US$85.0 million to US$120.0 million and the 2011 Revolving Credit Facility from US$30.0 million to US$42.5 million. We appointed two additional Non-Executive Independent Directors. Keppel exercised its option to increase its effective shareholding in us to 36.0 per cent. (excluding its Cornerstone Shares).

Corporate

OUR BUSINESS Our Reserves and Resources NSAI, as the Qualified Person, has prepared reports on our reserves and contingent and prospective resources as of December 31, 2012 and has reviewed and incorporated only field studies and data that were available up to that date in relation to the assets covered in the reports. For a summary of certain assumptions used in the Qualified Persons Report, see Notice to InvestorsCertain Reserves and Resources Information. You should note that the Qualified Persons Report has calculated estimated reserves, contingent resources and prospective resources under 2007 PRMS standards, which may differ from the standards used by other companies in the industry. See Risk FactorsRisks Relating to the Oil and Gas Exploration and Production IndustryReserve and resource estimates depend on many assumptions that may turn out to be inaccurate. Reserves Reserves are those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves must further satisfy four criteria: they must be discovered, recoverable, commercial, and remaining (as of the evaluation date) based on the development project(s) applied. Reserves are further categorized in accordance with the level of certainty associated with the estimates and may be subclassified based on project maturity and/or characterized by development and production status. Proved reserves are those quantities of petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations; probable reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but more certain to be recovered than possible reserves; and possible reserves are those additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves. When probabilistic methods are used, there should be a 90.0 per cent. chance that the quantities actually recovered will equal or exceed the 1P reserves estimate, a 50.0 per cent. chance that the quantities actually recovered will equal or exceed the 2P reserves estimate and a 10.0 per cent. chance that the quantities actually recovered will equal or exceed the 3P reserves estimate. See Notice to InvestorsPresentation of Working Interest.
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The following table sets forth reserves information regarding our oil and gas assets as of December 31, 2012, which has been extracted without material adjustment from the Qualified Persons Report (with the exception of the Glagah-Kambura TAC, which is presented separately).
1P reserves Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

As of December 31, 2012 2P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (excluding Block 9 and G6/48) . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (assuming completion of Block 9) . . . . . . . . . . . . . . . . . .

1.96 1.96 0.08 2.04

6.70 6.70 24.13 30.83

3.08 3.08 4.10 7.18

6.94 3.78 10.72 0.22 10.94

38.46 38.46 85.95 124.41

13.34 3.78 17.12 14.54 31.66(3)

8.42 5.75 14.17 0.34 14.51

48.70 48.70 128.25 176.95

16.54 5.75 22.29 21.72 44.01

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interest as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) Our total Working Interest in 2P reserves includes the 2P reserves associated with our producing contract areas, B8/32 and B9A and the 2P reserves under development in G11/48 as well Block 9 (assuming completion of our acquisition which is pending approval).

The following table sets forth reserves information regarding our oil and gas assets, which we intend to relinquish shortly after this Offering, as of December 31, 2012, which has been extracted without material adjustment from the Qualified Persons Report.
1P reserves Working Interest Oil Gas Total
(mmbo) (bcf) (mmboe)

As of December 31, 2012 2P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

3P reserves Working Interest Oil Gas Total

(mmbo) (bcf) (mmboe)

Indonesia Glagah-Kambuna TAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.01

0.14

0.03

0.01

0.15

0.04

0.01

0.16

0.04

Contingent Resources Contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingent resources may include, for example, projects for which there are currently no viable markets, or where commercial recovery is dependent on technology under development, or where evaluation of the accumulation is insufficient to clearly assess commerciality. In the low estimate scenario of contingent resources, the probability that the quantities of contingent resources actually recovered will equal or exceed the estimated amounts is at least 90.0 per cent.; in the best estimate scenario of contingent resources, the probability that the quantities of contingent resources actually recovered will equal or exceed the estimated amounts is at least 50.0 per cent.; and in the high estimate scenario of contingent resources, the probability that the quantities of contingent resources actually recovered will equal or exceed the estimated amounts is at least 10.0 per cent. Contingent resources are classified as Development Pending when there is a discovered accumulation where project activities are ongoing to justify commercial development in the foreseeable future. The project is seen to have reasonable potential for eventual commercial development, to the extent that further data acquisition (e.g. drilling, seismic data) and/or evaluations are currently ongoing with a view to confirming that the project is commercially viable and providing the basis for selection of an appropriate development plan. The critical contingencies have been identified and are reasonably
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expected to be resolved within a reasonable time frame. Disappointing appraisal/evaluation results could lead to a re-classification of the project to On Hold or Not Viable status. Contingent resources are classified as Development Unclarified when there is a discovered accumulation where project activities are on hold and/or where justification as a commercial development may be subject to significant delay. The project is seen to have potential for eventual commercial development, but further appraisal/evaluation activities are on hold pending the removal of significant contingencies external to the project, or substantial further appraisal and/or evaluation activities are required to clarify the potential for eventual commercial development. Development may be subject to a significant time delay. A change in circumstances such that there is no longer a reasonable expectation that a critical contingency can be removed in the foreseeable future, for example, could lead to a reclassification of the project to Not Viable status. The following table sets forth contingent resources information regarding our oil and gas assets as of December 31, 2012, which has been extracted without material adjustment from the Qualified Persons Report.
1C Contingent Resources Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

As of December 31, 2012 2C Contingent Resources Working Interest(1) Oil Gas Total
(mmbo) (bcf) (mmboe)

3C Contingent Resources Working Interest(1) Oil Gas Total

(mmbo) (bcf) (mmboe)

Cambodia Block A ........ . . . . . . . . . . . . . . . Indonesia Bulu ............ . . . . . . . . . . . . . . . East Muriah .... . . . . . . . . . . . . . . . Kutai ........... . . . . . . . . . . . . . . . Tanjung Aru ... . . . . . . . . . . . . . . . Thailand G10/48 ......... . . . . . . . . . . . . . . . G11/48 ......... . . . . . . . . . . . . . . . Total (excluding Block 9 and G6/48) ......... . . . . . . . . . . . . . . . Bangladesh Block 9(2) ...... . . . . . . . . . . . . . . . Thailand .......... . . . . . . . . . . . . . . . G6/48(3) ........ . . . . . . . . . . . . . . . Total (including Block 9 and G6/48) ......... . . . . . . . . . . . . . . .

1.38 0.11 0.07 1.56 0.01 1.11 2.68

76.71 1.23 77.94 1.82 79.77

1.38 12.79 0.11 0.28 14.55 0.31 1.11 15.98

2.46 0.05 4.90 0.17 7.57 0.03 2.51 10.12

96.48 9.82 41.32 47.52 3.71 198.85 8.30 207.15

2.46 16.08 1.64 6.94 7.92 4.90 0.78 40.72 1.42 2.51 44.65

4.29 0.08 8.03 5.27 17.67 0.16 6.15 23.98

120.30 24.43 64.14 67.00 6.52 282.39 38.69 321.07

4.29 20.05 4.07 10.77 11.17 8.03 6.35 64.74 6.61 6.15 77.50

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

Prospective Resources Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. Prospective resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity. There should be at least a 90.0 per cent. probability that the quantities actually recovered will equal or exceed the low estimate of prospective resources, at least a 50.0 per cent. probability that the quantities actually recovered will equal or exceed the best estimate of prospective resources and at least a 10.0 per cent. probability that the quantities actually recovered will equal or exceed the high estimate of prospective resources. Unrisked prospective resources are estimated ranges of recoverable oil and gas volumes assuming their discovery and development and are based on estimated ranges of undiscovered in-place volumes.
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The following table sets forth unrisked prospective resource information regarding our oil and gas assets as of December 31, 2012, which has been extracted without material adjustment from the Qualified Persons Report.
Unrisked Recoverable Prospective Resources Low Estimate Best Estimate High Estimate Working Interest(1) Working Interest(1) Working Interest(1) Oil Gas Total Oil Gas Total Oil Gas Total
(mmbo) (bcf) (mmboe) (mmbo) (bcf) (mmboe) (mmbo) (bcf) (mmboe)

Cambodia Block A ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29.1 Indonesia Bulu ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 East Muriah .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . East Seruway .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.1 Kutai ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.0 Tanjung Aru ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand G10/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9 G11/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vietnam Block 105 ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2 Block 120 ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562.2 Total (excluding Block 9 and G6/48) . . . . . . . . . . . . . . . . 646.0 Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand G6/48(3) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.3 Total (including Block 9 and G6/48) . . . . . . . . . . . . . . . . 646.3

24.6 668.7 20.9 40.5 9.2 1,134.9 1,898.8 59.2 1,958.0

29.1 3.5 4.1 147.6 3.5 6.8 6.9 1.5 197.4 562.2 962.5 9.9 0.3 972.6

37.9 5.8 41.6 0.1 10.5 14.6 885.1 995.6 0.5 996.1

58.0 759.3 44.2 64.3 19.1 1,899.2 2,844.1 86.0 2,930.1

37.9 5.8 9.7 168.2 7.5 10.7 10.5 3.2 331.1 885.1 1,469.6 14.3 0.5 1,484.5

51.9 9.8 48.6 0.1 16.3 31.9 1,437.6 1,596.2 0.9 1,597.1

175.3 861.3 114.8 102.4 42.2 3,671.8 4,967.8 124.7 5,092.5

51.9 9.8 29.2 192.2 19.2 17.1 16.3 7.0 643.9 1,437.6 2,424.2 20.8 0.9 2,445.9

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

The estimates for risked resources are derived directly from the estimates for unrisked resources while incorporating a geologic risk assessment for each prospect. Risked resources do not incorporate a development risk assessment. Geologic risking of prospective resources addresses the probability of success for the discovery of a significant quantity of potentially moveable petroleum and this risk analysis is conducted independent of estimations of petroleum volumes. Principal geologic risk elements of the petroleum system include: (1) trap and seal characteristics, (2) reservoir presence and quality, (3) source rock capacity, quality, and maturity, and (4) timing, migration and preservation of petroleum in relation to trap and seal formation. Risk assessment is a highly subjective process dependent upon the experience and judgment of the evaluators and is subject to revision with further data acquisition or interpretation. See Risk FactorsRisks Relating to the Oil and Gas Exploration and Production IndustryReserve and resource estimates depend on many assumptions that may turn out to be inaccurate.

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The following table sets forth risked prospective resources information regarding our oil and gas assets as of December 31, 2012, which has been extracted without material adjustment from the Qualified Persons Report.
Risked Recoverable Prospective Resources Low Estimate Best Estimate High Estimate Working Interest(1) Working Interest(1) Working Interest(1) Oil Gas Total Oil Gas Total Oil Gas Total (mmbo) Cambodia ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Block A ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia Bulu ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . East Muriah .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . East Seruway .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kutai ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tanjung Aru ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand G10/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G11/48 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vietnam Block 105 ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Block 120 ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (excluding Block 9 and G6/48) . . . . . . . . . . . . Bangladesh Block 9(2) ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G6/48(3) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (including Block 9 and G6/48) . . . . . . . . . . . . 9.9 0.7 5.5 2.0 1.0 62.8 81.9 0.1 82.0 (bcf) 5.8 101.8 6.5 8.3 2.2 147.6 272.2 21.8 294.0 (mmboe) 9.9 0.7 1.0 22.5 1.1 1.4 2.0 0.4 25.6 62.8 127.3 3.6 0.1 131.0 (mmbo) 13.2 1.1 6.3 3.0 1.8 101.4 126.8 0.1 126.9 (bcf) 14.2 114.9 14.7 13.2 4.5 227.3 388.8 32.9 421.7 (mmboe) 13.2 1.1 2.4 25.5 2.5 2.2 3.0 0.8 39.7 101.4 191.6 5.5 0.1 197.2 (mmbo) 18.3 1.8 7.4 0.1 4.7 3.4 168.2 203.9 0.2 204.1 (bcf) 45.3 131.6 40.3 21.0 9.9 391.0 639.1 49.3 688.4 (mmboe) 18.3 1.8 7.6 29.3 6.8 3.5 4.7 1.7 68.6 168.2 310.4 8.2 0.2 318.8

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

Internal Controls Over Reserves Estimates Our policy regarding internal controls over the recording of reserves and resources is structured to objectively and accurately estimate our oil and gas reserves and resource quantities in compliance with 2007 PRMS standards. Our petroleum engineering department reports to our Director of Exploration and Production, Mr. Chris Gibson-Robinson. Mr. Tim Kelly, our Vice President of Engineering, maintains oversight and compliance responsibility for the internal reserves and resource estimate process and provides appropriate data to independent third-party engineers for the annual estimation of our year-end reserves and resources. The management of our petroleum engineering team consists of Mr. Kelly, who has over 30 years of experience in the oil and gas industry and over 20 years of experience in Southeast Asia, and our Senior Reservoir Engineer, Mr. Aymeric Lozet, who has more than 10 years of international experience specializing in production optimization, 3D reservoir modeling and reserves evaluation. In addition, our exploration department comprises 18 experts, all of whom report to Mr. GibsonRobinson and provide input into the internal reserves and resource estimate process. Mr. James Parkin, our Vice President Exploration and Mr. Michael Whibley, our Vice President Technical, are responsible for identifying and assessing the location, quantity and quality of hydrocarbon deposits, ascertaining extraction risks and overseeing the geological and geophysical analysis of the exploration team in our regional offices. Both Mr. Parkin and Mr. Whibley have more than 30 years of experience in the upstream oil and gas industry and over 20 years of experience in Southeast Asia. We maintain local engineering and exploration teams on the ground in Indonesia, Thailand and Vietnam, which we believe provides us with local expertise regarding basins in these regions and
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allows us to more quickly and efficiently evaluate the technical aspects of our assets and of potential acquisition opportunities. Life Cycle of Our Portfolio Production Our producing assets are the B8/32 and B9A contract areas in the Gulf of Thailand and the GlagahKambuna TAC offshore North Sumatra in Indonesia, which we intend to relinquish shortly after this Offering. In addition, we are awaiting government approval for our acquisition of a 30.0 per cent. Working Interest in Block 9 onshore Bangladesh, which holds the Bangora gas producing field. The following table sets forth our average daily net production from each of these concessions for the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2012 and 2013.
For the year ended December 31, 2010 2011 2012 Oil and liquids (bopd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Natural gas (mmcfd) Indonesia Glagah-Kambuna TAC(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Thailand B8/32 & B9A .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bangladesh Block 9 ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . Total assuming completion of our acquisition of TBL . . . . . . . . . . Oil, liquids and gas total (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil, liquids and gas total assuming completion of our acquisition of TBL (boepd) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the three months ended March 31, 2012 2013

671 1,820(2) 2,491 2,491

591 1,485 2,076 2,076

229 1,450 1,679 1,679

251 1,508 1,759 1,759

143 1,447 1,590 77(5) 1,667(5)

7.7 8.5(2) 16.2 16.2 5,190 5,190

8.7 7.8 16.4 16.4 4,817(3) 4,817(3)

3.8 6.4 10.2 10.2 3,384(3) 3,384(4)

4.0 7.0 11.1 11.1 3,605 3,605

1.8 6.4 8.1 25.5(5) 33.6(5) 2,947 7,275(5)

Notes: (1) We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. (2) Production volumes for B8/32 and B9A are calculated from May 1, 2010, the date on which we began earning our share of production. (3) Our average daily oil production decreased by 16.7 per cent. from an average 2,491 bopd in 2010 to an average of 2,076 bopd in 2011, principally as a result of a temporary reduction in the number of development wells drilled in the B8/32 and B9A as a result of drilling activity being directed by the operator towards other projects in 2011. Our average daily natural gas production declined at B8/32 and B9A primarily for the same reason. (4) Our average daily oil production decreased by 19.1 per cent. from an average of 2,076 bopd in 2011 to an average of 1,679 bopd in 2012, and our natural gas production decreased by 38.2 per cent. from an average of 16.4 mmcfd in 2011 to an average of 10.2 mmcfd in 2012. Both reductions were principally due to the decline in production rates at the Kambuna retrograde gas field. The decline in production associated with B8/32 and B9A was related to the decreased number of development wells drilled by the operator in 2011. (5) Our acquisition of TBL is pending approval from the Bangladesh Government and Petrobangla. Our production volumes for the three months ended March 31, 2013 have been adjusted to include pro forma production from Block 9 assuming the approval of our acquisition of Block 9 had occurred on January 1, 2013, the effective date of the SPA. From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during such period.

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Drilling and Data Acquisition As part of our exploration and development process for the contract areas in which we have interests, among other things, we participate in the acquisition of geological data relating to our petroleum licenses and the drilling of exploration and appraisal wells, as well as development wells. The following table summarizes our exploration and drilling activities for the years ended December 2010, 2011 and 2012 and the three months ended March 31, 2013.
Year ended December 31, 2010 2011 2012 Wells Exploration and appraisal wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19(1) Development wells . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Data acquisition (3) 2D seismic data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,952 km 3D seismic data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 881 sq. km 1 24(2) 0 km 491 sq. km 3 53 0 km 1,333(3) sq. km Three months ended March 31, 2013 0 9 948 km 0 sq. km

Notes: (1) 2010 exploration drilling was focused on the G11/48, G10/48, and Block A contract areas in the Gulf of Thailand where we participated in the drilling of six, five and three exploration wells, respectively. We also participated in the drilling of two exploration wells in Block 06/94 and three wells in the Kutai PSC. (2) The number of development wells drilled in B8/32 and B9A decreased in 2011 as a result of drilling activity being directed by the operator towards other projects in that year. (3) In 2010, we participated in extensive 2D seismic data acquisitions in respect of G11/48, Block 105 and Block 120. The 2D seismic data acquisition programs in Vietnam in 2010 were a precursor to 3D seismic data acquisition programs in respect of those contract areas in 2012.

The number of exploration and development wells we participate in drilling and the amount of seismic data acquisition we participate in acquiring in any particular year varies based upon the status of our projects and the availability of equipment and government and joint-venture partner approval, and as such no trend should be inferred from the annual changes in our drilling and data acquisition activity. As of the Latest Practicable Date, we are also participating in the drilling of one exploration well in Tayum-1 and one development well in B8/32. Prospect Identification Process Our strategy for growth follows two processes that the business development and technical teams continually run in parallel: organic growth through active exploration and appraisal programs and accretive acquisitions of assets at any stage in the exploration to production value chain. Our activities include all facets of oil and gas exploration, appraisal, development and production, from the identification of potential new prospects through the analysis and interpretation of geological data, to the drilling of exploration wells, to the discovery and appraisal of oil and gas resources, to the construction of the infrastructure needed to extract the resources and the commercialization of such resources. We develop oil and gas exploration concepts within areas where our employees have, over time, built up detailed local knowledge of the subsurface and surface operating conditions, terrain, oil and gas related infrastructure and communities.

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Our portfolio contains assets at all stages of the exploration and production lifecycle and therefore we are actively involved in all key stages along the value chain, as set out in the following diagram.
PreExploration
Discovery Prospect identification / concept Acquire existing data Interpret existing data Acquire contract area

Drill exploration wells Block 105 Acquire field data

G6/481

Package and farm-out East Seruway Reinterpret data

Reinterpret data

Acquire further data Udan Emas Tanjung Aru

Block 120

Exploration

Drill delineation wells Bulu East Muriah Kutai

Appraisal / Development

Prepare plan of development

G10/48

Block A

B8/32 B9A

GlagahKambuna

Block 91

Production

Drill development wells / construct facilities

G11/48

Secure financing

Oil
1

Gas

*Oil & Gas

Acquisition pending approvals of the host governments

Early stage pre-exploration Our business development team works up exploration concepts in areas where we have detailed knowledge. When a target area is identified, we acquire and interpret existing data including seismic and other geophysical or geological data. Prior to making a decision to acquire an exploration license or to drill an exploration well, we collect, process and analyze a variety of forms of oil and gas industry data in order to mitigate risk and ensure the best possible outcome of an exploration program. After we acquire data, we process the data according to our in-house procedures. We use advanced computing technology leased from third-party contractors to process new data or re-process existing data to a higher quality. We believe that the successful interpretation of the data requires a high level of technical skill and significant local knowledge of the specific area. By retaining control of the acquisition, processing, re-processing and interpretation of all data within our exploration team, this ensures that the expertise and knowledge gained remains within our Group. If an area remains of interest after evaluation, we seek to acquire an exploration license from either the host government or such company holding the existing rights granted by the host government. The acquisition process typically requires us to pay a signature bonus, as well as to commit to a work program with certain financial, exploration and development milestones. The rights that we acquire upon acquisition of a contract area vary and are described further below. Exploration Upon acquisition of an exploration license, we gather and interpret additional data to plan an exploratory drilling program to assess potential reserves and contingent and prospective resources. Based on our interpretation, we decide whether or not to commission the gathering of additional data from third-party contractors in relation to specific areas of interest. This may include the reprocessing and/or acquisition of seismic data using third-party contractors who reprocess and/or acquire such data according to parameters as specified by our technical team. The gathering and interpretation of such data typically takes up to 12 months. Based on our interpretation of the data, we then recommend locations for the drilling of exploration wells to assess the potential reserves and contingent and prospective resources available. At this stage, we may seek to mitigate risk and defray costs by farming out to third parties a portion of the exploration drilling costs. We prepare farm-out reports which involve us summarizing the data we have gathered into a form suitable for marketing. Typical arrangements involve our partners committing to fund a portion of the work program (wells or seismic data acquisition) up to an agreed amount in return for an interest in the project as a whole. Subsequent costs are usually split pro rata in proportion to each partys Working Interests. While the terms of such farm-outs vary, we generally seek to retain the right to operate the contract area once production commences.
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Appraisal and Development Once an oil or gas discovery is made, we typically acquire and interpret further data to formulate an appraisal drilling program, which may involve the acquisition of additional seismic data or the drilling of a number of delineation wells to assess the outer perimeter of the discovery and to determine the economic viability of producing the discovery. If delineation drilling is successful, we employ independent consultants to estimate the reserves and use its assessment to prepare a plan of development that could be used to secure and develop the project. Once the development plan is approved, we drill development wells and construct and install the facilities required for production to commence. Production Once production has commenced, we endeavor to maintain the field and extract oil or gas as efficiently as possible. This may include re-entry of wells to repair production equipment, the drilling of infill wells (wells drilled between existing producing wells in an attempt to improve the efficiency of petroleum recovery from a reservoir) and the close monitoring of reservoir/production performance. Within the upstream oil and gas industry, the volume of oil or gas commercially produced is a low percentage of the total amount of oil and gas in place. To increase the recovery percentage of the total amount of oil and gas in place, we, among other things, model the subsurface formations with a computer simulation and conduct reservoir pressure maintenance studies based on this model. The results of those studies guide us in optimizing recovery using water or gas injections into the reservoirs, or artificial lift. In addition, we continue exploration, appraisal and development work even after production has commenced in order to make additional discoveries and to convert our resources into reserves, as well as to extend the life of the field. Acquisitions Acquisitions provide another opportunity for our growth and we are proactive in seeking out complementary assets at varying stages of the exploration to production life cycle to enhance our portfolio. These asset deals are primarily sourced through the large network of contacts developed by our management team during their long careers in Asia. This contact base includes senior executives in upstream companies, industry consulting firms and financial institutions and advisors. Discussions may be bi-lateral, or may involve a competitive bid or auction process. In the event that an opportunity involves parties unknown to us, or we require additional comfort, we will appoint appropriate consultants to provide a thorough risk profiling of the counterparties. Once the initial risk screening phase is completed, we will seek to enter into a period of exclusivity to review the available technical, legal and commercial data. If the initial data set provided by the seller is insufficient or there are issues around seller disclosure, we will usually withdraw from the process at that point. If we consider the data to be adequate, we will undertake in-house analysis to build an independent view of the opportunity. This process will ultimately result in a considered valuation of the asset through analysis of a number of scenarios around critical valuation factors. If the opportunity has existing production or near-term development, we will explore with financial institutions means of obtaining debt finance or other methods of risk management to minimize up-front equity contributions and enhance the return profile. Through the careful balancing of risk and shareholder return requirements, we will arrive at a final offer price which is typically communicated to the seller via an indicative non-binding offer letter with a limited validity period. This becomes the basis for subsequent discussions and negotiations with the seller. Once an offer is prepared, the Board of Directors will be advised of the opportunity and will provide feedback. At an appropriate time, explicit Board approval will be sought following circulation of a memorandum to the Board containing a full summary of the opportunity and details of the derivation of the valuation. Once the approval of the Board is granted, and provided the counterparties are in
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agreement, the transaction will be executed and the necessary approvals sought from the host government regulatory authorities. On March 15, 2013 we signed an agreement to acquire a 30.0 per cent. Working Interest in, and operatorship of, G6/48 and on April 8, 2013 we signed an agreement to acquire TBL which holds a 30.0 per cent. Working Interest in, and operatorship of, Block 9 in Bangladesh. The purchase price for the acquisition of TBL was US$42.4 million (which includes an amount deemed working capital) and final consideration paid will be subject to working capital adjustments pursuant to the SPA. In evaluating G6/48 and Block 9, we considered numerous factors, many of which are qualitative and require experience and judgment. In the case of G6/48, which is in the exploration phase, the factors included quality of basin, quantity and quality of prospects and leads, exploration potential and first operatorship in a country which our management is experienced in and which has attractive fiscal terms. In the case of the producing Block 9, these factors included the quality of the reservoir, quantity and quality of the reserves, exploration potential, historical and forecast production as well as operating costs, quality of cash flow and a fully staffed and functioning turnkey in-country business. These factors are then viewed against wider contexts, which include new country entry, access to markets and opportunities in Bangladesh, macroeconomic trends, petroleum export potential, Bangladesh political and economic risk and our ability to enhance existing cash flow. For both G6/48 and Block 9, we entered into a defined transaction process which we have successfully implemented since our establishment and has allowed us to grow our portfolio of contract areas in Southeast Asia. Taking into account commercial, financial and legal due diligence findings as well as the technical and qualitative factors, we negotiated the G6/48 farm-in transaction and the TBL acquisition with Mubadala and Tullow, respectively, on a negotiated willing buyer, willing seller basis. Throughout the course of our due diligence processes, we derived the intrinsic fair value for the working interests in the respective contract areas and entered into a series of negotiations with the sellers in order to reach, in the case of G6/48, the commercial and financial obligations for the farm-in and in the case of Block 9, the consideration payable. Both G6/48 and Block 9 are pending approval from the host governments. OUR CONTRACT AREAS The following table sets forth certain information regarding our oil and gas assets as of the date of this offering document. For the details of entities holding the respective oil and gas assets, see Corporate Structure and OwnershipCorporate Structure.
Location Cambodia Block A(2) Indonesia Bulu East Muriah East Seruway Glagah-Kambuna TAC(5) Kutai Tanjung Aru Udan Emas Thailand B8/32 & B9A G10/48(7) G11/48(9) Vietnam Block 105 Block 120 Gulf of Thailand East Java Sea East Java Sea Malacca Strait Malacca Strait Makassar Strait Makassar Strait West Papua Gulf of Thailand Gulf of Thailand Gulf of Thailand Gulf of Tonkin South China Sea Offshore / Onshore Offshore Offshore Offshore Offshore Offshore On/Offshore Offshore Onshore Offshore Offshore Offshore Offshore Offshore Gross Area (sq. km) 4,709 697 3,751 5,865 380 1,533(6) 4,191 5,396 2,072 4,696(8) 6,791 7,192 8,574 Our Interest (per cent.) 23.75 42.5 50.0 100.0 25.0 54.6 43.0 100.0 4.6345 25.0 25.0(10) 25.0 25.0 Status(1) Development Pending and Development Unclarified(3)(4) Development Pending(3) Development Pending(3) Exploration Production Development Pending(3) Development Unclarified(4) Exploration Production Development Pending and Development Unclarified(3)(4) Development and Development Unclarified(4) Exploration Exploration Operator Chevron KrisEnergy KrisEnergy KrisEnergy Salamander Energy KrisEnergy KrisEnergy KrisEnergy Chevron Mubadala Mubadala Eni Eni

Notes: (1) Each of our contract areas, with the exception of the Glagah-Kambuna TAC which we expect to relinquish shortly after this offering, also holds exploration prospects and leads. (2) Resources associated with Platform A within Block A are classified as Development Pending, and resources associated with Platform B and Platform C within Block A are classified as Development Unclarified.

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(3) (4) (5) (6) (7) (8) (9) (10)

For an explanation of Development Pending, see Certain Reserves and Resources Information, Appendix DQualified Persons Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources. For an explanation of Development Unclarified, see Certain Reserves and Resources Information, Appendix DQualified Persons Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources. We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. On March 28, 2013, the Indonesian authorities approved the relinquishment of approximately 1,299 sq. km of the Kutai PSC to a remaining area of approximately 1,532.5 sq. km. A final relinquishment to 944 sq. km has been postponed until 2014. Resources associated with the Wassana and Niramai discoveries within G10/48 are classified as Development Pending, and resources associated with the Mayura discovery within G10/48 are classified as Development Unclarified. On May 17, 2013, the Thai authorities approved the extension of the exploration period for G10/48 from December 8, 2012 until December 7, 2015 and we relinquished 25.0 per cent. of the original gross acreage of the contract area to 4,696 sq. km. The Nong Yao field within G11/48 is under development, and resources associated with the Angun/Mantana discoveries within G11/48 are classified as Development Unclarified. In April 2013, a Thai participant notified us of its intention to exercise its 10.0 per cent. option in G11/48. If the Thai participants exercise of its option is completed, we will have a remaining 22.5 per cent. interest in the contract area. See BusinessOur Contract AreasContract Areas under DevelopmentG11/48, Gulf of Thailand.

The following table sets forth certain information regarding our oil and gas assets which are pending government approval as of the date of this offering document. See Risk FactorsRisks Relating to our Business and OperationsOur agreement to farm-in to G6/48 in Thailand and our acquisition of all outstanding shares in TBL may not be approved by the respective host governments. For the details of entities holding the respective oil and gas assets which are pending government approval, see Corporate Structure and OwnershipCorporate Structure.
Location Bangladesh Block 9(2) Thailand G6/48(3) Bangladesh Gulf of Thailand Offshore / Onshore Onshore Offshore Gross Area (sq. km) 1,770 566(4) Our Interest (per cent.) 30.0 30.0 Status(1) Production Development Pending(5) Operator KrisEnergy KrisEnergy

Notes: (1) Each of the above contract areas also holds exploration prospects and leads. (2) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). See Business Our Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. Block 9 contains 2P reserves associated with the Bangora gas field and 2C resources associated with the Lalmai gas discovery. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand. (4) On May 17, 2013, the Thai authorities approved the extension of the exploration period for G6/48 from January 8, 2013 until January 7, 2016 and we relinquished 25.0 per cent. of the original gross acreage of the contract area to 566 sq. km. The Qualified Persons Report is dated as of December 31, 2012 and therefore notes the area of G6/48 before relinquishment. (5) For an explanation of Development Pending, see Certain Reserves and Resources Information, Appendix DQualified Persons Report and BusinessOur BusinessOur Reserves and ResourcesContingent Resources.

Producing Contract Areas Our producing contract areas are B8/32 and B9A in the Gulf of Thailand and the Glagah-Kambuna TAC in the Malacca Strait. See BusinessOur Contract AreasContract Areas with Development UnclarifiedOther Activities and InterestsGlagah-Kambuna TAC, Offshore North Sumatra, Indonesia. On April 8, 2013, we signed the SPA to acquire a 30.0 per cent. Working Interest and operatorship of Block 9 onshore Bangladesh, which contains the Bangora gas producing field. Completion of the transaction to acquire Block 9 is pending the approvals of the Bangladesh Government. B8/32 and B9A, Gulf of Thailand Overview We hold a 4.6345 per cent. non-operated Working Interest in B8/32 and B9A, which we acquired in April 2010 through our purchase of Palang Sophon International Limited (now known as KrisEnergy (Gulf of Thailand) Ltd.) from Palang Sophon Offshore. B8/32 and B9A are oil and gas producing assets covering a combined gross acreage of 2,072 sq. km in the Gulf of Thailand over the northern Pattani Basin where water depths range from 42 meters up to 113 meters. We acquired our interest in
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B8/32 and B9A in order to provide a stable cash flow that we can use to fund the development of our other contract areas as well as future acquisitions. These fields in the Gulf of Thailand produce from Early Miocene age channel sands. Numerous normal faults provide structural closures for hydrocarbon accumulations. It is not uncommon for an individual well to penetrate more than 10 separate reservoirs with a total of more than 200 feet of oil and gas pay in the well. The following map shows the location of B8/32 and B9A.

Exploration and Appraisal Chevron operates several producing fields located within B8/32 and B9A. The primary producing area is the Benchamas field area, which commenced development in 1999 and consists of 20 platforms and 398 wells as of December 31, 2012. Production is processed on separate processing platforms and offloaded to the floating storage and offloading vessel Benchamas Explorer. Additional producing fields flowing into the Benchamas facilities include Maliwan, on which the first platform was installed in 2001 and which now consists of five platforms and 94 wells, and North Jarmjuree, on which the first platform was installed in 2004 and which now consists of two platforms and 32 wells. The second major producing area is the Tantawan field, which consists of eight platforms and 180 wells and began production in February 1997. Production is processed by the floating production, storage and offloading vessel Tantawan Explorer. The Rajpruek field in B9A, which comprises one platform and 16 wells, is located northeast of Tantawan, and production is processed through the Tantawan complex. A third producing area, Chaba, commenced production in 2009 and currently produces from one platform and 19 wells. Chevron maintains production rates in B8/32 and B9A by continually drilling new wells and installing one to three new platforms per year. Due to the particular geology of the Gulf of Thailand, which is characterized by numerous fault blocks with steep declines in production rate each year, maintaining the production rates in these contract areas is particularly sensitive to the continual drilling of new development wells to offset reserves shrinkage.

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The following table summarizes our Working Interest 2P reserves for the years ending December 31, 2010, 2011 and 2012 and illustrates that the continual drilling process has succeeded in replacing approximately 96.7 per cent. of the 2P reserves we acquired from the time of our acquisition (with an effective date of January 1, 2010) through December 31, 2012.
December 31, 2010 Net Working Interest 2P reserves (mmboe) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Annual net production (mmboe) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2P annual reserves replacement (per cent.)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development wells drilled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.80 1.21 63 December 31, 2011 13.27 1.02 96.2 24 December 31, 2012 13.34 0.92 100.5 53

Note: (1) Annual reserves replacement for a given year is calculated as our Working Interest in 2P reserves at December 31 of that year divided by our Working Interest in 2P reserves at December 31 of the prior year.

Development drilling in the Gulf of Thailand, however, is typically cheaper than in other basins, and our proportionate share of the costs of the 137 development wells drilled in these contract areas in 2010, 2011 and 2012 was US$17.3 million in the aggregate. From the start of production through December 31, 2012, B8/32 and B9A have produced a total of 380.4 mmboe. NSAI estimates the gross remaining 2P reserves at 149.6 mmbo of oil and 829.8 bcf of gas. As of December 31, 2012, Chevron has drilled 784 wells on the contract areas and has identified 65 future potential platform locations and over 2,300 future potential well locations. Currently, there are 36 platforms and 298 producing wells which in 2012 produced an average of approximately 31,280 bopd and 139.2 mmcfd. On September 21, 2011, the PAA for the South Jarmjuree area expired and the operator decided not to extend the permit. The area was subsequently relinquished to the Thai authorities. In December 2011, the Tantawan-25 exploration well was drilled on a previously undrilled fault block and encountered six feet of net oil pay and 105 feet of net gas pay. The results confirmed a new trend and the potential for the installation of a new wellhead platform to develop the structure. In July 2012, the Chaba-6 exploration well encountered sub-commercial quantities of oil and gas, the results of which are under review by the participants of the Chaba field area. Similarly, in November 2012, the Benchamas-30 exploration well encountered sub-commercial quantities of oil and gas, the results of which are under review. For 2013, Chevron is scheduled to drill up to 60 development wells in the contract area and begin production on up to two additional production platforms. Reserves and Resources The following table summarizes our reserves in B8/32 and B9A as of December 31, 2012.
Oil
(mmbo)

Working Interest(1) Gas

(bcf)

Total
(mmboe)

Reserves 1P .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2P .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3P .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.96 6.94 8.42

6.70 38.46 48.70

3.08 13.34 16.54

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing We have the right and obligation to take gas and oil produced from B8/32 and B9A in kind, in an amount equivalent to our pro rata interest in the production from the areas, which we then jointly market with the other participants in the areas. We sell our entire share of gas from B8/32 and B9A under a long-term gas sales agreement with PTT, which, subject to certain termination rights that are in
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line with industry practices, expires on December 31, 2027. Chevron delivers gas from these contract areas to PTT at agreed delivery points via a floating production, storage and offloading vessel and export pipeline system. Chevron, as operator of the blocks, is required to deliver the sales gas unless it is prevented from doing so due to a force majeure event or PTT fails to take the sales gas that has been properly tendered. The base price in Baht per mmbtu is based on a formula that factors in the price of fuel oil, the Thai Baht-to-US dollar exchange rate, the US Producer Price Index and the Thailand wholesale price index for the prior six-month period. Gas prices under the gas sales agreement are calculated at six-month intervals on April 1 and October 1 of each year, and the Thai Baht-to-US dollar exchange rate is adjusted in any month in which it differs by more than five per cent. from the previously used exchange rate. Subject to certain contingencies, Chevron, as operator of B8/32 and B9A is required to deliver, and PTT is required to accept delivery on a take-or-pay basis, a minimum of 125 mmcfd of gas. Sales volumes of up to 145 mmcfd receive the normal contract formula price while incremental volumes up to 180 mmcfd receive a five per cent. premium and volumes over 180 mmcfd receive a 10.0 per cent. premium. A take-or-pay provision is a term commonly found in gas sales agreements where the buyer is required to either accept delivery of a certain volume of gas or pay the supplier even if it does accept delivery. In the case of any delivery shortfalls in a given month, PTT has the right to take in the following month an amount of gas equal to the shortfall at 25.0 per cent. discount from the normal contract formula price applicable at the time of the shortfall. For crude oil sales, a marketing team, comprising the operator and its partners, convenes quarterly to review pricing and marketing strategy for the next three-month period. B8/32 and B9A production is a blended crude stream, the price of which is set against various benchmark grades, mainly Dubai Crude. The crude is sold on the spot market and also pursuant to medium-term contracts typically up to one year in length, depending on market conditions. We derive payment for oil and gas produced in B8/32 and B9A through our shareholding in B8/32 Partners and OEL. These entities receive the crude oil and gas sales payments in arrears and make payments for cash calls for expenditure. They also accrue for Thai tax, which is payable twice per annum. Since we became shareholders, B8/32 Partners and OEL have each disbursed dividends to shareholders approximately three times per year. Interests We hold a 4.6345 per cent. non-operated Working Interest in B8/32 and B9A, which we acquired in April 2010 through the purchase of Palang Sophon International Limited (now known as KrisEnergy (Gulf of Thailand) Ltd.), which in turn holds minority holdings in B8/32 Partners and OEL. The other principal shareholders of B8/32 Partners are Chevron, MOECO and PTTEP, and at OEL are MOECO and PTTEP. The following table shows the participants in B8/32 and B9A as of the Latest Practicable Date.
Participant KrisEnergy ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chevron (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PTTEP ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MOECO .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Palang Sophon ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 4.6345 51.66 25.00 16.71 2.00

Chevron operates various production areas within B8/32 and B9A under separate production licenses covering the Tantawan production area, Benchamas South production areas, Maliwan production area, North Jarmjuree production area, North Benchamas production area, Rajpruek production area and Chaba production area. Shareholders Agreements Decision making within B8/32 Partners and OEL is governed by shareholders agreements between us and the other shareholders in B8/32 Partners and OEL. Corporate action at B8/32 Partners must be approved by at least two shareholders holding at least 70.0 per cent. of the issued shares or 75.0 per cent. for the special resolution under Thai law and board decisions must be approved by affirmative
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votes of a director nominated by Chevron and a director nominated by PTTEP and/or MOECO. We are not permitted to freely transfer our shares in B8/32 Partners, but must transfer them in proportion to a change, if any, in our interest in the Tantawan production area. In OEL, approval by a supermajority of the board of directors, on which we have no seats, is required prior to taking a variety of corporate actions including the declaration and payment of dividends. We are required to fund OEL in proportion to our shareholding therein. We are not permitted to transfer our shares in OEL except to our affiliates, through a transfer of our entire shareholding or with unanimous approval of the other shareholders. Although we have no formal representation on the boards of either B8/32 Partners or OEL, we believe that we have representation in the ultimate decision making process of B8/32 and B9A even though our Working Interest is only 4.6345 per cent. Since we acquired our interest in B8/32 Partners and OEL, we have been invited to attend and informally allowed to vote at all operating committee meetings for B8/32 and B9A. Further, we believe that our interests in realizing dividend distributions from these entities generally aligns with the interests of the other shareholders. Both MOECO and PTTEP hold their entire effective interests in B8/32 and B9A through shareholding in B8/32 Partners and OEL. Block 9, Onshore Bangladesh Overview We are acquiring a 30.0 per cent. operated Working Interest in Block 9, for which we signed the SPA with Tullow on April 8, 2013 for the acquisition of all of the outstanding shares in TBL. See BusinessOur BusinessProspect Identification ProcessAcquisitions. The transaction and the transfer of operatorship are pending the approvals of Petrobangla and the Bangladesh Government. The SPA shall terminate if the necessary approvals are not granted by December 31, 2013 (unless otherwise extended by the parties). Upon granting of such approvals and completion of the SPA, we will own 100.0 per cent. of TBL and its assets. Block 9 covers 1,770 sq. km over the Bangora-Lalmai anticline onshore Bangladesh, approximately 50 km east of Dhaka. It contains the Bangora gas-producing field and is located in the center of a prolific gas province where substantial gas infrastructure has been installed. Two discoveries, Lalmai-3 and Bangora-1 (B-1) were made in Block 9 in 2004. These wells encountered a thick section of the Late Miocene Upper Bhuban Formation which provides the main reservoir objective in the Surma Basin. The Upper Bhuban Formation sands were deposited in shallow marine to transition zone environments as channels/splay and mouth bars as part of a major Late Miocene distributary system analogous to the present day Ganges/Brahmaputra/Padma delta. The distribution of the individual sandstone bodies is poorly constrained due to the lack of well data. The large regional anticlines that provide the structural traps for Bangora/Lalmai and nearby fields are a result of the Late Miocene Himalayan orogeny.

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The following map shows the location of Block 9:

Exploration and Appraisal Tullow signed the Block 9 PSC in April 2001 in the Second Exploration Licensing Round in Bangladesh. 2D and 3D seismic data were acquired in 2002 and 2003 and were followed by exploration drilling in 2003 and 2004. Two discoveries in 2004, Lalmai-3 and B-1, were located on the southern and northern culminations, respectively, of an elongate, north-northwest to south-southeast trending fault- controlled anticline. Both wells tested dry gas from several sandstone units within the Late Miocene Upper Bhuban formation. A 3D seismic survey was acquired over the Bangora and Lalmai culminations in 2005 and early 2006. Four wells were drilled using this survey of which three (B-2, B-3 and B-5) encountered gas in multiple sands. Based on these well results a production facility was installed at the B-1 location in the Bangora field with a pipeline connecting to the nearby gas trunk lines. Well B-1 was brought on to long-term test in May 2006, followed by B-2 in October 2006 and B-5 in April 2007. Well B-3 was the final well to begin production in June 2009 following the installation of a flowline to the production facility at B-1. The original Bangora production facility was designed for a temporary long-term flow test. Gas production was continuous at rates of between 50 mmcfd and 70 mmcfd until mid-2008 when a facility upgrade and expansion was undertaken. This raised the rate to 100 mmcfd. Production increased to 120 mmcfd when B-3 was brought on stream in late 2009 and was reduced to 100 mmcfd in early 2011 to optimize reservoir management. Production was reduced to 85 mmcfd in October 2012 due to various temporary operational issues and in anticipation of planned well workovers. The workover operations began in April 2013 after which the production rate is expected to return to 100 mmcfd. The gross cumulative gas production at the end of December 2012 was 212.1 bcf and the NSAI estimate for the gross remaining 2P reserves as of December 31, 2012, was 286.5 bcf of gas and 726,300 barrels of condensate. The Bangora gas contains 0.6 per cent. CO2 but importantly no hydrogen sulphide. There is minor liquid production associated with the gas of about 3 bbl/mmcf. Long-term plans for the Bangora field are to produce through three wells, B-2, B-3 and B-5. The well workover operations, which commenced in April 2013, are designed to replace corroded production
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tubing with corrosion-resistant chrome tubing in the B-2 and B-5 wells. The B-3 well had chrome tubing installed when completed in 2009. Plans are in place to convert B-1 from a producer to a water disposal well in 2014. In addition, compression equipment is being installed in the field to allow production to plateau at 100 mmcfd into 2015. In addition to Block 9 gas production, there exists additional potential including contingent resources and prospective resources within a lead portfolio along the crest and flanks of the anticline. Most of these leads are amplitude-driven showing sand prone geometries. The main risks associated with these leads are considered to be the seal presence in the shallower leads and overpressure in the deeper in leads. We intend to completely review all seismic data in the block to identify future drilling targets. Reserves and Resources The following table summarizes our reserves and resources in Block 9 as of December 31, 2012:
Oil
(mmbo)

Working Interest(1) Gas

(bcf)

Total
(mmboe)

Reserves(2) ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1P ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2P ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3P ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contingent resources(3) 1C ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources(3) Low estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources(3) Low estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.08 0.22 0.34 0.01 0.03 0.16 -

24.13 85.95 128.25 1.82 8.30 38.69 59.2 86.0 124.7 21.8 32.9 49.3

4.10 14.54 21.72 0.31 1.42 6.61 9.9 14.3 20.8 3.6 5.5 8.2

Notes: (1) TBLs Working Interest does not account for the terms of the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) Those net volumes of oil represented as 2P reserves are associated with the Bangora development. (3) Those net volumes of oil and gas represented as 2C resources are associated with the Lalmai discovery.

Sales and Marketing The partners in Block 9 sell the gas under a long-term gas purchase and sales agreement with Petrobangla, which, subject to certain termination rights that are in line with industry practices, expires the earlier of the end of the production period under the PSC, August 26, 2033 (as may be extended for another five years under the terms of the PSC) or the point where there are no more gas reserves commercially recoverable. The gas is delivered into the national gas distribution grid via the Bakhrabad-Ashuganj pipeline. The gas is metered at the point of entry. The gas price in US dollars per mcf is based on a formula that factors in 75.0 per cent. of the quarterly average benchmark price quotations for high sulphur fuel oil 180 CST FOB Singapore based on a calculated trailing six-month average. The gas price is subject to an equivalent floor gas price of US$70 per metric tonne of fuel oil and equivalent ceiling price of US$120 per metric tonne of fuel oil. A discount of 1.0 per cent. is applied to the resulting calculated gas price to arrive at the realized gas price. If the delivered gas fails to meet the quality specifications a 15.0 per cent. discount is applied and there is another further adjustment if the gross heating value of the gas delivered does not meet the 950 btu/scf specification. The Block 9 PSC partners are required to deliver, and Petrobangla is required to accept, on a take-or-pay basis, no less than 80 mmcfd with a specified daily contract quantity of 100 mmcfd. The Block 9 PSC partners must compensate Petrobangla for any shortfall of take-or-pay supply via a cash payment or a credit in the sellers invoice in the first month of the following contract year. Scheduled outages agreed with Petrobangla for maintenance or approved work programs are excluded from the calculation.
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The entire production of Block 9 condensate is sold under a long-term condensate purchase and sales agreement with Petrobangla, which, subject to certain termination rights that are in line with industry practices, expires the earlier of August 26, 2033 or the point when the condensate is no longer commercially deliverable. The condensate price in US dollars per barrel is based on the average monthly benchmark price quotation for Indonesian Attaka crude on an FOB basis. A discount of 2.0 per cent. is applied to the price to account for transportation losses and metering discrepancies downstream of the delivery point. The condensate from Block 9 is transported via road tankers to the Bakhrabad field facilities owned by Petrobangla, where it is metered and blended with Bakhrabad crude. The condensate storage and loading facility at Bangora is currently being comprehensively upgraded to provide more liquid capacity and streamline loading operations. TBL, as operator, generates invoices for payment on a monthly basis and Petrobangla makes payment into a designated offshore bank account. Interests We are acquiring a 30.0 per cent. operated Working Interest in Block 9, which we agreed to acquire in April 2013 through the purchase of TBL from Tullow. The transaction and the transfer of operatorship are pending the approvals of Petrobangla and the Bangladesh Government. The consideration for the acquisition will be paid entirely from our cash on hand and no debt facility will be used. Upon granting of such approvals and completion of the SPA with Tullow, we will own 100.0 per cent. of TBL and its assets. The other principal shareholders in Block 9 are Niko Exploration (Block 9) Limited (Niko) and Bangladesh Petroleum Exploration and Production Company (BAPEX). The effective date of the SPA is January 1, 2013. From January 1, 2013 through the date of completion of our acquisition of TBL, we receive an adjustment to the purchase price of TBL to reflect our interest in changes to the working capital of TBL during that period. The following table shows the participants in Block 9 as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Niko ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BAPEX ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 30.0 60.0 10.0

The acquisition of the 30.0 per cent. Working Interest in, and operatorship of, Block 9 is currently pending government approval. The Block 9 PSC expires in August 26, 2033, however a five-year extension to the PSC is possible upon application under the PSC terms, bringing the final expiration date to August 2038. Contract Areas Under Development As of the Latest Practicable Date, we have one contract area under development, namely G11/48 in the Gulf of Thailand. G11/48, Gulf of Thailand Overview We acquired a 25.0 per cent. non-operated Working Interest in G11/48 in November 2009. G11/48 is contiguous to G10/48, and originally covered 13,600 sq. km in the Gulf of Thailand over the southern margin of the Pattani Basin and adjacent areas and the northwest margin of the Malay Basin in water depths up to 75 meters. G11/48 is located south of the Bussabong Production Area and the Bongkot Production Area, and is also immediately northwest of the productive Malaysia-Thai Joint Development Area where several large gas fields have been discovered. In line with Thai licensing regulations governing the end of the initial exploration period, we relinquished approximately 50.0 per cent. of the gross acreage of the contract area in February 2011 and the authorities approved the retention of the remaining area of 6,791 sq. km in September 2011.
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Structurally, the Gulf of Thailand is divided into a series of north-south oriented horsts and intervening half-grabens, which define a series of basins. The basins are characterized by an early Palaeogene phase of rifting with non-marine and lacustrine deposition, followed by a Neogene thermal subsidence phase with alluvial plain sedimentation. A typical oil or gas field in the Gulf of Thailand has multiple fault blocks with hydrocarbons trapped in multiple reservoirs. The following map shows the location of G11/48.

Exploration and Appraisal Prior to the G11/48 contract area award to the current operator in 2007, four exploration wells were drilled in the contract area between 1975 and 1999. The Boondarik-1 well drilled in 1999 encountered gas and tested at a rate of 5.58 mmcfd and the subsequent Bua Luang-1 well in the same year was abandoned as a discovery after testing at a cumulative rate of 20.96 mmcfd and 592 bopd of condensate from three separate sandstone reservoirs. Since 2007, there have been two separate drilling campaigns. In 2009, four exploration wells were drilled, in part, based on 2,961 km of 2007 2D seismic data. Three wells, Nong Yao-1, Angun-1 and Mantana-1, encountered net oil pay of between 9 feet and 73 feet and small quantities of gas. The Nong Yao-1 well flow tested 1,909 bopd and 380 bopd from two tests. Following a 327 sq. km 3D seismic acquisition program in 2009 and 2010, five further exploration wells were drilled on the Nong Yao structure. All five wells successfully delineated the Nong Yao oil discovery:

Nong Yao-2 encountered 62 feet of net oil pay and 51 feet of net gas pay; Nong Yao-2ST encountered 165 feet of net oil pay and 30 feet of net gas pay, flow tested 1,206 bopd; Nong Yao-4 encountered 8 feet of net oil pay; Nong Yao-4ST encountered 31 feet of net oil pay and 8 feet of net gas pay; and Nong Yao-3 encountered 34 feet of net oil pay and 3 feet of net gas pay.
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The development concept for the Nong Yao field comprises 20 production wells from two platforms producing to a floating storage and offloading vessel. The EIA and the PAA were submitted to the Thai authorities and regulators in the third quarter 2012 and were approved in October and November 2012, respectively. We anticipate final investment decision in the second half of 2013. First production is forecast in the second half of 2014 and is expected to peak at 15,000 bopd. According to NSAIs 2P reserves estimate, gross recovery from the two-platform development will be 15.10 mmboe. The development concept for G11/48 is similar to other field developments in the Gulf of Thailand, including the B8/32 area and the Jasmine field in B5/27, which our Founders and certain of our management team had developed in 2005, and uses a well-head platform concept connected to a floating production, storage and offloading vessel. A 2,124 km 2D seismic acquisition program was completed in October 2010 and five drillable oil and gas prospects and five leads have been identified and mapped. We intend to participate in the drilling of two exploration wells in 2014. Reserves and Resources The following table summarizes our reserves and resources in G11/48 as of December 31, 2012.
Oil (mmbo) Reserves(2) 1P .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2P .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3P .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contingent resources(3) 1C .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00 3.78 5.75 0.07 0.17 5.27 Working Interest(1) Gas (bcf) 1.23 3.71 6.52 9.2 19.1 42.2 2.2 4.5 9.9 Total (mmboe) 0.00 3.78 5.75 0.28 0.78 6.35 1.5 3.2 7.0 0.4 0.8 1.7

Notes: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest. (2) Those volumes of oil represented as 2P reserves are associated with the Nong Yao development. (3) Those volumes of oil and gas represented as 2C resources are associated with the Mantana and Angun discoveries.

Sales and Marketing Under the terms of the JOA for G11/48, we have agreed with the other participants in this contract area to jointly sell all gas produced from the contract area, though each participant retains its right to sell its share of crude oil separately. Interests We hold a 25.0 per cent. non-operated Working Interest in G11/48, which we acquired in November 2009 through our purchase of Tana Resources (Thailand) Ltd., which previously held the interest. Mubadala holds the remaining 75.0 per cent. interest and operates G11/48. The following table shows the participants in G11/48 as of the Latest Practicable Date.
Participant KrisEnergy ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mubadala (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 25.0 75.0

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A Thai participant (being a Thai national or a Thai company majority owned by Thai nationals) is entitled to acquire up to a 10.0 per cent. interest in G11/48 from the participants in G11/48 on a pro rata basis under the petroleum concession when the commerciality of a well was first demonstrated and a production area was defined. Upon exercising this option, the acquirer must reimburse the participants on a pro rata basis 10.0 per cent. of all expenditure incurred from the contract area prior to the effective date of exercise of option. In April 2013, a Thai participant notified us of its intention to exercise the 10.0 per cent. option in G11/48. If the Thai participants exercise of this option is completed, we will have remaining a 22.5 per cent. interest in the contract area. The license for G11/48 provides for an exploration period of six years, split into two obligation periods of three years each, the second of which expired on February 12, 2013. We received approval for a PAA in respect of the Nong Yao discovery in G11/48 on November 19, 2012. For those portions of the contract area that are not covered by our PAA, an application for a third obligation exploration period of three years from February 13, 2013 to February 12, 2016 was granted on March 26, 2013. In order to satisfy minimum shareholder requirements in Thailand, two of our executive officers each own one out of the 100,000 issued shares in our subsidiary that holds our interest in G11/48. They hold these shares as nominees on our behalf. Contract Areas with Development Pending As of the Latest Practicable Date, we have six contract areas classified as Development Pending, namely G10/48, G6/48 and Block A in the Gulf of Thailand and the Bulu, East Muriah and Kutai PSCs in Indonesia. Our acquisition of a 30.0 per cent. Working Interest in and operatorship of G6/48 is pending the approval of the Thai Government. G10/48, Gulf of Thailand Overview We acquired a 25.0 per cent. non-operated Working Interest in G10/48 in November 2009. The license originally covered 18,780 sq. km in the Gulf of Thailand over the southern section of the Pattani Basin in water depths of up to 60 meters. In line with Thai licensing regulations governing the end of the initial exploration period, we relinquished approximately 50.0 per cent. of the gross acreage of the contract area in December 2010, and the authorities approved the retention of the remaining area of 9,441 sq. km in October 2011. In May 2013, the authorities approved the extension of the exploration period from December 8, 2012 to December 7, 2015 and approved the retention of the remaining area of 4,696 sq. km. A series of tertiary rifts (horsts, grabens and half-graben) formed by predominantly north-south trending extensional faults subdivides the Gulf of Thailand into 18 separate basins. The largest and most prolific hydrocarbon-bearing north-south trending basin in the Gulf of Thailand is the Pattani Basin, which extends southwards into G10/48. The southern Pattani Basin is a narrow but deep extension of the main gas producing area that extends for a further 100 km beyond the currently licensed area. Basin evolution is characterized by an early Palaeogene phase of rifting followed by a Neogene thermal subsidence phase in common with many other tertiary basins in the region. The two are separated by a disconformity of Late Oligocene-Early Miocene age. A typical oil or gas field in the Gulf of Thailand has multiple fault blocks with hydrocarbons trapped in multiple reservoirs.

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The following map shows the location of G10/48.

Exploration and Appraisal Prior to the G10/48 award to the current operator in 2006, three wells were drilled in the contract area between 1974 and 1996. The Mayura-1 well, drilled in 1994, encountered oil in Early-Middle Miocene sandstones and flow tested 264 bopd to 591 bopd but required gas lift to flow. The other two wells were plugged and abandoned as dry. Since 2006, there have been two separate drilling campaigns. In 2009, five exploration wells were drilled, in part, based on 3,135 km of 2D seismic data. Three wells, Niramai-1, Wassana-1 and Mayura-2, encountered net oil pay of between 62 feet and 138 feet. The Wassana-1 well flow tested 935 bopd. Of the other two wells, Jantana-1 encountered small volumes of gas and Kadang Nga-1 was plugged and abandoned as dry. Following a 554 sq. km 3D seismic acquisition program in 2010, five further exploration wells were drilled in the areas of the Wassana and Niramai discoveries. Two wells, Niramai-2 and Niramai-3, were unsuccessful. Three wells successfully delineated the Wassana oil discovery:

Wassana-2 encountered 99 feet of net oil pay; Wassana-2ST encountered 16 feet of net oil pay and 8 feet of net gas pay; and Wassana-3 encountered 29 feet of net oil pay.

The discoveries from the 2010 drilling campaign led to the conceptual plan for phase one development of the Wassana field via a single platform with 14 wells producing to a floating storage and offloading vessel. Drafting of the PAA is underway and is expected to be submitted to the Department of Mineral Fuels in the second half of 2013. First production is expected in the first half of 2015 and is anticipated to peak at 10,000 bopd. According to NSAIs 2C resources estimate, gross recovery from the initial platform development will be 13.6 mmbo. Numerous additional prospects in the Wassana area, along with the Niramai and Mayura discoveries, could add as many as four further platforms with gross reserves of approximately 40 mmbo. The development concept for G10/48 is similar to other field developments in the Gulf of Thailand, including the B8/32 area and the Jasmine field in B5/27, which
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our Founders and certain of our management team had developed in 2005, and uses a well-head platform concept connected to a floating, storage and offloading vessel. In June 2012, the Nong Yao SW-1 exploration well was drilled in G10/48 approximately 7 km southwest of the main Nong Yao structure in G11/48. The well encountered 20 feet of net oil pay. Further studies are underway to determine the significance of the well results. To date, 17 oil prospects have been identified and mapped and multiple exploration wells are planned to be drilled in 2014 and 2015. If exploration drilling is successful, we envisage the installation of additional platforms within the G10/48 contract area by 2017. Resources The following table summarizes our resources in G10/48 as of December 31, 2012.
Oil (mmbo) Contingent resources 1C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.11 4.90 8.03 6.9 10.5 16.3 2.0 3.0 4.7 Working Interest(1) Gas (bcf) Total (mmboe) 0.11 4.90 8.03 6.9 10.5 16.3 2.0 3.0 4.7

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing Under the terms of the JOA for G10/48, we have agreed with the other participants in this contract area to jointly sell all gas produced from the contract area, though each participant retains its right to sell its share of crude oil separately. Interests We hold a 25.0 per cent. non-operated Working Interest in G10/48, which we acquired in November 2009 through our purchase of Tana Oil & Gas (Thailand) Ltd., which previously held the interest. Mubadala holds the remaining 75.0 per cent. interest and operates G10/48. The following table shows the participants in G10/48 as of the Latest Practicable Date.
Participant KrisEnergy ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mubadala (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 25.0 75.0

In line with our requirements under the petroleum license for G10/48, participants in this license are currently in negotiations to farm-out to a Thai participant up to a 10.0 per cent. interest. Upon exercising this option, the acquirer must reimburse the participants on a pro rata basis for its pro rata share of all expenditure incurred from the contract area prior to the acquisition of its interest. Once this option is exercised, assuming full exercise, we will have remaining a 22.5 per cent. interest in G10/48. The license for G10/48 provides for an exploration period of six years, split into two obligation periods of three years each, the second of which expired on December 7, 2012. In May 2013, the Department of Mineral Fuels approved the extension of the exploration period from December 8, 2012 to December 7, 2015 and approved the retention of the remaining area of 4,646 sq. km. We plan to submit to the Department of Mineral Fuels in the second half of 2013 a PAA in respect of the Wassana
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discovery in G10/48, which would allow us to develop the Wassana discovery. For those portions of the contract area that are not covered by the PAA, an application for a third obligation exploration period of three years from December 8, 2012 to December 7, 2015 was granted on March 26, 2013. In order to satisfy minimum shareholder requirements in Thailand, two of our executive officers each own one out of the 100,000 issued shares in our subsidiary that holds our interest in G10/48. They hold these shares as nominees on our behalf. G6/48, Gulf of Thailand Overview On March 15, 2013, we signed a farm-in agreement with Mubadala to acquire a 30.0 per cent. Working Interest in, and operatorship of, G6/48. See BusinessOur BusinessProspect Identification ProcessAcquisitions. This acquisition will be completed once approval of the Thai Government is received which would be when a supplementary petroleum concession for G6/48 is signed by a representative of the Thai Government, typically the Minister of Energy. The approval process for a farm-in in Thailand is similar to the approval process for an award of a petroleum concession. The farm-in is reviewed and approved by the Department of Mineral Fuels, Thai Petroleum Committee (an inter-ministerial committee formed pursuant to the Thai Petroleum Act), the Minister of Energy and the Thai Cabinet. To date, we have paid a security deposit of US$2.3 million to Mubadala. If the farm-in is terminated prior to completion, the deposit shall be returned to us without interest. On completion of our farm-in, the deposit shall be applied towards payment of the consideration. G6/48 lies in the Gulf of Thailand, north of the G10/48 development block and to the south of the oil and gas producing B8/32 area, in each of which we hold an interest. Directly to the east of G6/48 is the Erawan field, which was the first field to produce hydrocarbons in the Gulf of Thailand in 1981. G6/48 covers 1,124 sq. km over the Karawake Basin, a small but deep Tertiary sub-basin situated immediately west of the prolific Pattani Basin and partially separated from it by the Dara High. The block contains the Rossukon oil discovery and will be our first operated license in the Gulf of Thailand. In line with Thai licensing regulations, approximately 25.0 per cent. of the gross acreage of the contract area was relinquished in January 2013, and the authorities approved the retention of the remaining area of 566 sq. km. in May 2013. G6/48 is covered by extensive 2D and 3D seismic data and lies in shallow waters of approximately 60 meters with a shallow target drilling depth of approximately 1,200 meters. Structurally, the Gulf of Thailand is divided into a series of north-south oriented horsts and intervening half-grabens, which define a series of basins. The basins are characterized by an early Palaeogene phase of rifting with non-marine and lacustrine deposition, followed by a Neogene thermal subsidence phase with alluvial plain sedimentation. A typical oil or gas field in the Gulf of Thailand has multiple fault blocks with hydrocarbons trapped in multiple reservoirs. The Karawake Basin was initiated by Eocene or Oligocene rifting and is bounded to the west by a bounding fault system and the north-south trending Ko Kra Ridge and to the east by the narrow InseaDara High, which provides partial separation from the main Pattani Basin to the east. The western boundary of the basin was the site of thick alluvial deposition, followed during Late Oligocene times by a tectonically quiescent phase and the development of lacustrine shales within the basin depocenter. Miocene fluvial and alluvial deposits progressively in-filled the basin culminating with the first marine incursions in the Late Miocene The reservoir potential within the Miocene of the Karawake basin is similar to that within the Pattani Basin to the west. Historical drilling results have proven a working petroleum system with reservoir potential within the Karawake basin similar to the Pattani Basin. Lacustrine shales have been penetrated and hydrocarbons have been produced on test.

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The following map shows the location of G6/48.

Exploration and Appraisal Historical exploration of G6/48 resulted in the acquisition of a reasonable grid of 2D seismic data across the entire block, followed by two separate 3D seismic surveys, which were acquired over the Dara area in 1998 and over the North Dara area in 2002. Eight exploration wells have been drilled within the current boundary of G6/48 contract area prior to the award of the block to Mubadala in 2007. Of those wells, two encountered oil and gas, one resulted in a sub-commercial gas discovery, one recorded oil shows and one gas shows and three failed to encounter hydrocarbons. Under the previous operator, Mubadala, a 758 km 2D seismic survey was completed and two exploration wells were drilled resulting in the Rossukon-1 oil and gas discovery in 2009, which encountered 31 feet of net oil pay and 19 feet of net gas pay. The well tested 851 bopd from a single zone. The Rossukon discovery requires 3D seismic data acquisition and further appraisal to determine ultimate commerciality. A second well, Sarapee North-1, drilled in late 2012, failed to encounter hydrocarbons. Seven additional leads have been identified in the area around the Rossukon discovery along the eastern and western flank of the Karawake kitchen. Our immediate plans are for the acquisition of a 3D seismic survey in 2013 over the Rossukon area followed by appraisal drilling in subsequent years.

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Resources The following table summarizes our resources in G6/48 as of December 31, 2012.
Oil (mmbo) Contingent resources 1C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11 2.51 6.15 0.3 0.5 0.9 0.1 0.1 0.2 Working Interest(1) Gas (bcf) Total (mmboe) 1.11 2.51 6.15 0.3 0.5 0.9 0.1 0.1 0.2

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing Under the terms of the JOA for G6/48, we have agreed with the other participants in this contract area to jointly sell all gas produced from the contract area, though each participant retains its right to sell its share of crude oil separately. Interests On March 15, 2013, we signed an agreement with Mubadala to acquire or farm-in a 30.0 per cent. Working Interest in and operatorship of G6/48. This farm-in will be completed once approval from the Thai Government is received. Assuming our acquisition had been completed, the following table shows the participants in G6/48 as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mubadala .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Northern Gulf ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 30.0(1) 30.0 40.0

Note: (1) Our acquisition of the 30.0 per cent. Working Interest in, and operatorship of, is pending approval from the Thai Government.

The third obligation exploration period of three years from January 8, 2013 to January 7, 2016 was granted on March 26, 2013. Block A, Offshore Cambodia Overview We hold a 23.75 per cent. non-operated Working Interest in Block A, which we acquired from Chevron by way of farm-in in March 2010. Block A covers an area of 4,709 sq. km over the Khmer Basin in the Gulf of Thailand, offshore Cambodia in water depths of 50 meters to 80 meters. Signature by the CNPA of the deed of accession finalizing our acquisition of title to our interest in Block A is pending. There has been extensive exploration work on the contract area since it was awarded to the current operator in 2002 resulting in the Apsara oil discovery for which a PPA to develop the resources was submitted to the CNPA in September 2010 and updated in November 2012. Approval of the PPA by the CNPA and the Cambodian Government is still pending, and we are in the process of renegotiating terms of the concession with the CNPA and the Cambodian Government. Block A overlays the Khmer Basin, offshore in Cambodian waters lying to the east of the Pattani Trough within the central Gulf of Thailand. It is bounded to the west by the Narathiwat Ridge, which
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separates it from the Pattani Basin, and to the east by the Khmer High and to the south by the Kim Qui High, separating it from the Malay Basin. Similar to the other basins within the Gulf of Thailand, this basin is also characterized by an early Palaeocene phase of rifting with non-marine and lacustrine deposition, followed by a Neogene thermal subsidence phase with alluvial plain sedimentation. The following map shows the location of Block A.

Exploration and Appraisal Cambodia has six offshore and two onshore contract areas under license to exploration and production companies but is yet to become an oil and gas producing country. The operator, Chevron, signed the PSC for Block A in March 2002 and there has been substantial geological and geophysical work undertaken as well as exploration and appraisal drilling within the boundaries of the permit. In addition to vintage 2D seismic data, three separate 3D seismic acquisition surveys have been undertaken, recording 865 sq. km in 1994, 548 sq. km in 1995 and 2,648 sq. km in 2003. Seven prospective areas (fields) in Block A have been identified as a result of 3D seismic interpretation and exploratory drilling. These prospective areas are complexes of north-south trending fault blocks with multiple stacked reservoirs in individual fault blocks. As of the Latest Practicable Date, 26 exploration wells have been drilled within the current outline of Block A, of which 13 encountered oil with between three feet and 138 feet of net oil pay, eight wells were oil and gas discoveries with between four feet and 89 feet of net oil pay and between three feet and 55 feet of net gas pay, and two wells were gas discoveries with between three feet and 73 feet of gas with high CO2 content. Since we became participants in 2010, three exploration wells have been drilled in Block A, with each well encountering commercial quantities of oil in multiple zones:

Pimean Akas-3 encountered 73 feet of net oil pay; Pimean Akas-5 encountered 83 feet of net oil pay and 55 feet of net gas pay; and Pimean Akas-6 encountered 97 feet of net oil pay.
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A PPA for the Apsara development area in Block A was submitted to the CNPA on September 30, 2010 (and updated on November 26, 2012) and the final investment decision will be made once approval of the PPA and any associated terms and conditions required by the CNPA have been made known to the partners. This is the first PPA to be evaluated by the CNPA, and our joint-venture partners continue to work with the CNPA to agree the terms and conditions contained therein. As part of the review and approval process of the CNPA, the terms of the petroleum agreement for Block A (including its fiscal terms) may be subject to renegotiation. It is unclear when the PPA review and possible petroleum agreement renegotiations will be completed. This uncertainty makes ascertaining the date of the final investment decision difficult. Phase one of the development of Block A includes 24 development wells from a single platform, producing to a host floating storage and offloading vessel. The development concept as detailed in the PPA is similar to other field developments in the Gulf of Thailand, including B8/32 and the Jasmine field in B5/27, which our Founders and certain individuals of our management team had developed prior to our incorporation. Production from this initial development phase is anticipated to start approximately 34 months after we and the other participants on Block A reach a final investment decision, the date of which is difficult to determine. Production is estimated to peak at 10,000 bopd and, according to NSAIs 2C resources estimates, will result in a gross recovery of 8.60 mmbo from the first platform. An EIA was submitted to the Cambodian Ministry of Energy on March 21, 2012 and is awaiting a response from the authorities. Front end engineering and design for the phase one platform has been completed and detailed engineering for the platform facilities and pipeline also has been completed. Seabed and seismic surveys have been conducted at the platform and floating storage and offloading vessel locations. The uncertainty of the ongoing negotiations with CNPA over the PPA makes ascertaining the date of the final investment decision difficult. Outside of the immediate development area of Apsara, a further six structural trends have been identified and mapped as a result of 3D seismic interpretation or exploration drilling. Additional future development phases will depend on the performance of the initial platform. Two additional future development phases in the Apsara area on the discoveries to date may involve the installation of up to nine platforms, each with up to 24 wells and producing to the same floating storage and offloading vessel. Further development could involve up to 44 production platforms in the entire contract area in seven separate producing areas with each area having its own dedicated floating storage and offloading vessel. Resources The following table summarizes our resources in Block A as of December 31, 2012.
Oil (mmbo) Contingent resources 1C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.38 2.46 4.29 29.1 37.9 51.9 9.9 13.2 18.3 Working Interest(1) Gas (bcf) Total (mmboe) 1.38 2.46 4.29 29.1 37.9 51.9 9.9 13.2 18.3

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

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Sales and Marketing Upon commencement of production in Block A, we have the right and the obligation to take in kind our proportionate share of production from the contract area. If crude oil is to be produced from the contract area, the participants in the concession will be required to negotiate in good faith an agreement to cover the off-take of the crude oil. If gas is to be produced, we anticipate that we will enter into cooperative sales and marketing arrangements with the other participants in the contract area, which will require us first to enter into a mutually acceptable gas balancing agreement. The operating committee (see BusinessOur Contract AreasFiscal TermsJoint Operating Agreements) for this contract area will establish a marketing subcommittee to provide for the overall supervision and planning of marketing activities for commercial quantities of petroleum derived from the contract area. Interests We hold a 23.75 per cent. non-operated Working Interest in Block A, which we acquired from Chevron by paying a non-refundable deposit in 2009 and which purchase became effective in March 2010. Signature by the CNPA of the deed of accession finalizing our acquisition of title to our interest in Block A is pending. If the CNPA does not sign the deed of accession and the absence of such a deed is determined as negating our interest in Block A, then Chevron will have to return the farm-in consideration and all cash calls paid by the Company in respect of Block A. We do not expect that the absence of the deed of accession should be determined as adverse to our interest in Block A given that the Cambodian Government had provided written approval for our acquisition of the Working Interest from Chevron. Further, as part of our acquisition of the Working Interest from Chevron, we had to novate into an option agreement between the CNPA and the Block A joint-venture partners which grants the CNPA a five per cent. Working Interest in Block A. CNPA has exercised its option to acquire the five per cent. Working Interest in Block A and has sought consent from all Block A jointventure partners, including us, to extend the completion date of such option exercise. In addition, we have participated, at the invitation of the Cambodian Government through CNPA, in all joint review committee (JRC) meetings to review and approve, amongst other things, all work programs and budgets for Block A. The JRC is a review body constituted pursuant to the Block A petroleum license and comprises representatives from all Block A joint venture partners and CNPA. We believe that the foregoing actions by the Cambodian Government is a demonstration of its recognition of our interest in Block A. On November 15, 2011, the CNPA announced its intention to exercise its right to take a five per cent. interest in the contract area, as a result of which our interest in Block A will be reduced from 25.0 to 23.75 per cent. We are still in negotiations with the CNPA regarding the final terms of their acquisition. We expect that each of the participants in Block A, aside from the CNPA, will be responsible for paying a portion their pro rata shares of the CNPAs costs in the block until first production. Such carried costs will be reimbursable to us out of the CNPAs share of petroleum if and when Block A reaches production. The following table shows the participants in Block A as of the Latest Practicable Date.
Participant KrisEnergy ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chevron (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MOECO ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GS Energy Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CNPA ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 23.75 28.50 28.50 14.25 5.00

As a condition to our farm-in to this contract area, in addition to our 23.75 per cent. share of costs for the operations of Block A, we were responsible for paying a portion of Chevrons share of costs, including costs they incurred prior to the effective date of our farm-in. We are also responsible, at our own cost, for preparing plans of development, maintaining economic models, applying for production permits and certain other tasks in relation to Block A.

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Bulu PSC, East Java Sea Overview We hold a 42.5 per cent. operated Working Interest in the Bulu PSC, which we acquired through a series of transactions directly and indirectly from Mubadala in October 2011. The Bulu PSC lies in the East Java Sea, offshore Java, Indonesia, covering an area of 990 sq. km where water depths are between 50 meters and 60 meters. The original Bulu PSC was awarded in 2003 and covered 3,495 sq. km. Following a series of relinquishments in line with Indonesian licensing regulations, the latest of which was approved on February 1, 2013, the block now covers 697 sq. km in three separate areas, called Bulu A, Bulu B and Bulu C. The East Java Basin is dominated by two principal structural trends: a northeast-southwest extensional regime represented by horst blocks and intervening half-grabens which have been overprinted by an east-west compressional trend. The stratigraphic section comprises Eocene-Early Miocene transgressive clastics with carbonate developments on structural highs overlain by regressive clastics. Of the three separate Bulu areasA, B and CBulu A and B are situated within the East Bawean Trough, whereas Area C occurs along the southernmost part of the northeast-southwest trending Bawean Arch and contains the Lengo-1 gas discovery, which is currently under appraisal. The principal targets in the Bulu PSC are carbonate reefal build-ups of the Upper Oligocene to Lower Miocene Kujung I Unit and tilted fault blocks with Eocene carbonates and possible clastics. These have been charged by primarily Eocene to Oligocene deltaic/lacustrine coals and carbonaceous shales. Regional Early Miocene shales and Early to Late Oligocene intra-formational shales provide efficient seals. The following map shows the location of the Bulu PSC.

Exploration and Appraisal Indonesia Cities Service Inc. acquired 480 km of 2D seismic within the current outline of the Bulu PSC area in 1967, and three years later drilled the JS 10-1 exploration well, which resulted in oil shows. Five separate operators have acquired seismic data over different areas of the current Bulu PSC outline,
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which have over the years been included in various other contract areas such as the Bawean PSC, West Madura PSC and Muriah PSC. In 2006, the previous operator acquired 1,989 km of 2D data and subsequently drilled three wells:

Lisah-1 recorded oil and gas shows; Lengo-1 was spudded in Bulu Area C and encountered gas over a 42 meter interval in the Kujung I carbonate formation. On testing, the well flowed at a rate of 12.9 mmcfd at a well head pressure of 650 psig; and Liyun-1 failed to encounter hydrocarbons.

The previous operator acquired 650 sq. km of 3D seismic in 2008. In April and May 2013, we drilled the Lengo-2 appraisal well, approximately 3.3 km south of Lengo-1, to delineate the Lengo gas discovery in order to demonstrate sufficient reserves to justify development. The Lengo-2 appraisal well was drilled to a total measured depth of 2,748 feet and encountered gas within the Kujung I reservoir formation. A DST over an interval from 2,415 feet to 2,485 feet flowed 4.3 mmcfd with a flowing well head pressure (FWHP) of 587 psig. A second DST over the interval between 2,415 feet to 2,511 feet flowed 21 mmcfd with a FWHP of 487 psig with the flow rate limited by equipment. Gas composition includes 20.0 per cent. nitrogen and 13.0 per cent. CO2. The development concept comprises an unmanned wellhead platform with four to five wells located at Lengo with a possible single well tie-back from the East Lengo gas discovery, 15 km away in the adjacent East Muriah PSC. Production is envisaged to commence in the second half of 2016 with gas evacuation to market via a 65-km pipeline directly to shore. According to NSAIs 2C resources estimate, gross recovery from the Lengo development will be 227 bcf. In addition, since we took over operatorship in October 2011, our technical team has undertaken extensive geological and geophysical work to identify further prospects and leads in the Bulu PSC area. Three drillable prospects and three leads have been identified and mapped using revised seismic interpretation, a new depth conversion scheme, a review of volumetric input parameters and recent nearby drilling results. Further work on these leads is ongoing. Resources The following table summarizes our resources in the Bulu PSC as of December 31, 2012.
Oil (mmbo) Contingent resources 1C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 5.8 9.8 0.7 1.1 1.8 Working Interest(1) Gas (bcf) 76.71 96.48 120.30 Total (mmboe) 12.79 16.08 20.05 3.5 5.8 9.8 0.7 1.1 1.8

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing We have the right and are obligated to take crude oil produced from the Bulu PSC in kind. In certain circumstances, SKK Migas, the Indonesian upstream oil and gas regulator, can elect to market any or all of the crude oil on behalf of the participants in the PSC.
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Interests We hold a 42.5 per cent. operated Working Interest in the Bulu PSC, which we acquired through a series of transactions from Mubadala in October 2011. The following table shows the participants in the Bulu PSC as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AWE .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Satria Energindo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SWK (as defined below) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 42.5 42.5 10.0 5.0

As part of various farm-in and farm-out agreements prior to our acquisition of our interest in the Bulu PSC, and pursuant to the terms of our purchase of the Bulu PSC from Mubadala, we are responsible for 50.0 per cent. of a portion of the overall costs and expenses of operating the Bulu PSC until a plan of development is approved. We will be entitled to recover the past costs we have incurred in excess of our proportionate share of costs in this contract area from any future oil and gas production. Also as part of various agreements entered into prior to our acquisition of our interest in the Bulu PSC, PT Satria Wijayakusuma (SWK) has an option to acquire up to a further five per cent. interest in the Bulu PSC (4.5 per cent. if exercised after an Indonesian Participant (as defined in Appendix B Regulation) exercises its 10.0 per cent. option (see below)) from us and AWE on a pro rata basis. SWK can exercise this interest at any time at a purchase price equal to SWKs pro rata share of our and AWEs past costs incurred in operating the contract area, plus 15.0 per cent. per year. If SWK exercises this option, we will have remaining a 40.0 per cent. interest in the Bulu PSC (assuming that an Indonesian Participant has not exercised its 10.0 per cent. option (see below)). At the time the first plan of development in relation to the Bulu PSC is approved by the Indonesian Government, the participants under the PSC are obliged to offer a 10.0 per cent. interest in the PSC to an Indonesian Participant designated by the regional government or the Indonesian Government who, in return for which, must reimburse the participants for an amount equal to 10.0 per cent. of the sum of the operating costs, compensation bonus and equipment and services expenses incurred up to the date the option is exercised. If this option is exercised, we will have remaining a 38.3 per cent. interest in the Bulu PSC (assuming that SWK has not exercised its five per cent. option). We will have remaining a 36.0 per cent. operating interest in the Bulu PSC if both SWK and an Indonesian Participant exercise their options. Under the terms of our acquisition of the Bulu PSC, we will be required to pay to Mubadala US$7.5 million within five business days of the date at which either the Bulu PSC or the East Muriah PSC has been in sustained production for 30 days or at which the Bulu PSC and the East Muriah PSC combine to produce 20,000 boe. We will also be required to pay Mubadala US$1.5 million within five business days of the one-year anniversary of such date. East Muriah PSC, Offshore East Java Overview We hold a 50.0 per cent. operated Working Interest in the East Muriah PSC, which we acquired through a series of transactions from Mubadala from October 2011 through September 2012. The East Muriah PSC originally covered approximately 5,000 sq. km offshore East Java in water depths of 50 meters to 65 meters. In line with the Indonesian licensing regulations governing the end of the initial three-year exploration period, the authorities approved the relinquishment of approximately 25.0 per cent. of the gross acreage of the contract area in June 2012 leaving a remaining area of approximately 3,751 sq. km. The East Muriah PSC is located within the East Java Basin, which is dominated by two principal structural trends: a northeast-southwest extensional regime represented by horst blocks and intervening half-grabens which have been overprinted by an east-west compressional trend. The stratigraphic
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section comprises Eocene-Early Miocene transgressive clastics with reefal carbonate developments on structural highs overlain by regressive clastics. The principal reservoir and target in the East Muriah PSC are carbonate reefal build-ups of the Upper Oligocene to Lower Miocene Kujung I Unit. These have been charged by primarily Eocene to Oligocene deltaic/lacustrine coals and carbonaceous shales. A great percentage of this gas is biogenic in origin, derived from the Muriah Trough to the northwest. Regional Early Miocene shales and Early to Late Oligocene intra-formational shales provide efficient seals. The following map shows the location of the East Muriah PSC.

Exploration and Appraisal The northern section of the East Muriah PSC was first included in the Offshore Southeast Kalimantan PSC in 1966. By 2008, two exploration wells had been drilled in the current outline of East Muriah PSC, one of which encountered minor gas and one of which encountered gas with a high CO2 content. In 2009, the previous operator acquired 1,294 km of 2D seismic data, and in 2010 the East Lengo-1 well was drilled to a total depth of 2,860 feet and encountered gas. The well was drilled underbalanced and produced gas through the surface underbalance facilities with a continuous large flare for three days although the flow rate was unmeasured. AWE did not participate in the East Lengo-1 well, as a result of which we will have all of the interests in, and bear the entire costs of developing, any discoveries resulting from the East Lengo-1 well. We plan to drill an appraisal well to delineate the East Lengo discovery in 2014 and firm up further resources with a view to a potential gas aggregation development with the Lengo gas discovery in the adjacent Bulu PSC. If appraisal is successful, the development concept would comprise a tie-back of the successful appraisal well to the unmanned wellhead platform at the Lengo gas discovery, 15 km away. Production is envisaged to start in the second half of 2016. According to NSAIs 2C resources estimate, gross recovery from the East Lengo development will be 19.64 bcf. In addition, since we took over operatorship, our technical team has undertaken extensive geological and geophysical work to identify further leads in the contract area. Three gas leads have been identified and mapped using revised seismic interpretation, a new depth conversion scheme, a review of
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volumetric input parameters and recent nearby drilling results. Further work on these prospects and leads is ongoing. Resources The following table summarizes our resources in the East Muriah PSC as of December 31, 2012.
Oil (mmbo) Contingent resources 1C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Working Interest(1) Gas (bcf) 9.82 24.43 24.6 58.0 175.3 5.8 14.2 45.3 Total (mmboe) 1.64 4.07 4.1 9.7 29.2 1.0 2.4 7.6

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing We have the right and are obligated to take crude oil produced from the East Muriah PSC in kind. In certain circumstances, SKK Migas can elect to market any or all of the crude oil on behalf of the participants in the PSC. Interests We hold a 50.0 per cent. operated Working Interest in the East Muriah PSC, which we acquired through a series of transactions from Mubadala from October 2011 through September 2012. The following table shows the participants in the East Muriah PSC as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AWE .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 50.0 50.0

At the time the first plan of development in relation to the East Muriah PSC is approved by the Indonesian Government, the participants under the East Muriah PSC are obliged to offer a 10.0 per cent. interest in the East Muriah PSC to an Indonesian Participant designated by the regional government or the Indonesian Government who, in return, must reimburse the participants for an amount equal to 10.0 per cent. of the sum of the operating costs, compensation bonus and equipment and services expenses incurred up to the date the option is exercised. If this option is exercised, we will have remaining a 45.0 per cent. interest in the East Muriah PSC. Kutai PSC, Onshore East Kalimantan & Offshore Makassar Strait Overview We hold a 54.6 per cent. operated Working Interest in the Kutai PSC, which we acquired from Serica through two transactions, one in July 2010 and the other in October 2011. The Kutai PSC is centrally located within the Kutai Basin, which was initiated by Middle Eocene rifting and accompanied by infill sedimentation followed by basin inversion during the Late Eocene to Late Miocene. Tectonic subsidence within the eastern Kutai Basin was sufficient to allow the deposition of thick deltaic sand/ shale sequences through the Miocene to the present day.
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The contract area is in the near development stage and comprises one onshore and four offshore areas in water depths up to 200 meters in the Mahakam River delta in East Kalimantan, Indonesia. The original area of a combined 4,719 sq. km was reduced in June 2011 to 2,832 sq. km in line with the Indonesian licensing regulations requiring partial relinquishment at the end of the firm exploration period. In December 2012, the Indonesian authorities approved an extension to the exploration period for the Kutai PSC from January 16, 2013 to January 15, 2017. In March 2013, the Indonesian authorities approved a further relinquishment down to an area of approximately 1,532.5 sq. km. A further and final relinquishment down to an area of 944 sq. km has been postponed until 2014. The principle targets are regressive Upper Miocene to Lower Pliocene channels and turbidite clastics with hydrocarbons sourced from Middle to Early Miocene carbonaceous shales. Regional and intraformational shales provide effective seals. The following map shows the location of the Kutai PSC.

Exploration and Appraisal The Kutai PSC was originally awarded to Serica as operator in January 2007. Prior to the original award to Serica, one onshore well and 14 offshore wells had been drilled by previous operators and approximately 5,200 km of 2D seismic data and 2,500 sq. km of 3D seismic data had been acquired in the original block boundaries. Two wells, Terumba-1 in 1992 and Mangkok-1 ST4 in 2001, encountered gas. Between January 2007 and October 2011, the previous operator acquired 280 km of 2D seismic data and 490 sq. km of 3D seismic data offshore. In addition, three exploration wells were drilled in 2010:

Dambus-1 encountered 45.0 feet of net gas pay; Dambus-1ST encountered 57.7 feet of net gas pay; and Marindan-1 failed to encounter hydrocarbons.

Following interpretation of the data from the 2011 3D seismic acquisition program over the Dambus and Manggar areas in November 2011, we identified the Tayum prospect mid-way between the
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Dambus and Mangkok discoveries. On June 1, 2013, we commenced drilling of the Tayum-1 exploration well, which is intended to prove up further aggregate gas resources. The results of the Tayum-1 well will be available in early July 2013. The development concept would comprise three wells, Dambus, Mangkok and Tayum, with individual support structures, and a pipeline to an adjacent facility 25 km away. If appraisal is successful, first gas production is envisaged for late 2015. According to NSAIs estimate for 2C resources, gross recovery from the Kutai development will be 75.7 bcf. Our technical team has undertaken extensive geological and geophysical work and has identified and mapped, in addition to the Mangkok and Dambus discoveries, a further two drillable oil and/or gas prospects based on revised seismic interpretation, a new depth conversion scheme, a review of volumetric input parameters and recent nearby drilling results. Resources The following table summarizes our resources in the Kutai PSC as of December 31, 2012.
Oil (mmbo) Contingent resources 1C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.05 0.08 0.1 0.1 0.1 Working Interest(1) Gas (bcf) 41.32 64.14 20.9 44.2 114.8 6.5 14.7 40.3 Total (mmboe) 6.94 10.77 3.5 7.5 19.2 1.1 2.5 6.8

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing Each of the participants in the Kutai PSC has the obligation to take its proportionate share of production under the PSC in kind and to dispose of it separately. Interests We hold a 54.6 per cent. operated Working Interest in the Kutai PSC, which we acquired through two transactions. The first transaction was the purchase of Serica Kutai B.V. in July 2010 in which we acquired a 24.6 per cent. Working Interest in the Kutai PSC. Subsequently, through the purchase of Serica Indonesia Holdings B.V. in October 2011, we acquired a further 30.0 per cent. interest and operatorship of the Kutai PSC. We submitted to SKK Migas an application to extend the exploration period for the Kutai PSC in July 2012. In December 2012, SKK Migas approved a four-year extension to the exploration period commencing January 16, 2013 and expiring January 15, 2017. The following table shows the participants in the Kutai PSC as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Salamander Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Orchid Kutai Limited (previously Ephindo Energy) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 54.6 23.4 22.0

At the time the first plan of development in relation to the Kutai PSC is approved by the Indonesian Government, the participants under the Kutai PSC are obliged to offer a 10.0 per cent. interest in the Kutai PSC to an Indonesian Participant designated by the regional government or the Indonesian
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Government who, in return for which, must reimburse the participants for an amount equal to 10.0 per cent. of the sum of the operating costs, compensation bonus and equipment and services expenses incurred up to the date the option is exercised. If this option is exercised, we will have remaining a 49.1 per cent. interest in the Kutai PSC. Contract Areas with Development Unclarified As of the Latest Practicable Date, we have one contract area, namely the Tanjung Aru PSC offshore Kalimantan in the Makassar Strait, Indonesia, containing 2C resources classified as Development Unclarified. In addition, four of our other contract areas, namely G11/48, G10/48, Block A and Block 9, the acquisition of our interest in Block 9 is currently pending government approval, contain in addition to their other reserves or resources, 2C resources related to oil and gas discoveries that require further appraisal and are classified as Development Unclarified. Tanjung Aru PSC, Makassar Strait Overview We hold a 43.0 per cent. operated Working Interest in the Tanjung Aru PSC, which we acquired directly from the Indonesian Government as one of the original recipients of the PSC in December 2011. The Tanjung Aru PSC covers 4,191 sq. km over the offshore southern margin of the Kutai Basin in the Makassar Strait. Water depths in the area range from 20 meters to more than 1,000 meters. The Kutai Basin was initiated by Middle Eocene rifting and accompanied by infill sedimentation, followed by basin inversion during the Late Eocene to Late Miocene. Tectonic subsidence within the eastern Kutai Basin was sufficient to allow the deposition of thick deltaic sand/shale sequences through the Miocene to the present day. The principal targets in the Tanjung Aru PSC are gas-charged clastics of Miocene to Pliocene age, including en-echelon folds and associated negative flower structures, and turbidite fans. The major source rock is believed to be the Lower Miocene coal section. Regional and intra-formational shales provide efficient seals. Gas is likely to be dominantly biogenic. The following map shows the location of the Tanjung Aru PSC with discovered gas resources outlined in red.

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Exploration and Appraisal Three exploration wells were drilled in the current outline of the contract area in 2002 by the previous operator, Amerada Hess, two of which, Halimun-1 and Papandayan-1, encountered gas from which wireline gas samples were taken. In 2005, a further exploration well, Rinjani-1, failed to encounter gas. Since becoming operator of the Tanjung Aru PSC, we have been working to integrate the existing 2D and 3D seismic interpretations, review the volumetrics of existing discoveries, and undertake petrophysical analysis of the three existing wells. For a discussion of the exploration and appraisal history of the nearby Kutai Basin, see Kutai PSC, Onshore East Kalimantan & Offshore Makassar StraitOverview. To date, we have identified and mapped one gas prospect from seismic data. A 500 sq. km 3D seismic acquisition program is planned before the end of 2013 to identify additional prospects and leads. Resources The following table summarizes our resources in the Tanjung Aru PSC as of December 31, 2012.
Oil (mmbo) Contingent resources 1C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3C ............... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Working Interest(1) Gas (bcf) 47.52 67.00 40.5 64.3 102.4 8.3 13.2 21.0 Total (mmboe) 7.92 11.17 6.8 10.7 17.1 1.4 2.2 3.5

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing SKK Migas may, in certain circumstances, elect to market crude oil produced from the Tanjung Aru PSC on behalf of the participants in the PSC. Interests We hold a 43.0 per cent. operated Working Interest in the Tanjung Aru PSC, which we acquired as one of the original recipients of the PSC from the Indonesian Government in December 2011. Neon Energy and Natuna Ventures Pte. Ltd. (Natuna) hold 42.0 per cent. and 15.0 per cent. interests in the PSC, respectively. The following table shows the participants in the Tanjung Aru PSC as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neon Energy ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Natuna ............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 43.0 42.0 15.0

KrisEnergy and Neon Energy have entered into a deed of carry with Natuna in which we are obligated to pay a portion, up to a capped amount, of Natunas share of costs associated with operating the Tanjung Aru PSC in proportion to our relative interests until December 2016. Upon production from an area within the Tanjung Aru PSC, we will be entitled to reimbursement for our costs associated with this carry arrangement. As a result of this carry arrangement, we are currently responsible for 50.6 per cent. of the costs of operating the Tanjung Aru PSC.
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At the time the first plan of development in relation to the Tanjung Aru PSC is approved by the Indonesian Government, the participants under the Tanjung Aru PSC are obliged to offer a 10.0 per cent. interest in the Tanjung Aru PSC to an Indonesian Participant designated by the regional government or the Indonesian Government who, in return for which, must reimburse the participants for an amount equal to 10.0 per cent. of the sum of the operating costs, compensation bonus and equipment and services expenses incurred up to the date the option is exercised. If this option is exercised, we will have remaining a 38.7 per cent. interest in the Tanjung Aru PSC. Exploration Contract Areas As of the Latest Practicable Date, we have four exploration contract areas in Indonesia and Vietnam: the East Seruway PSC in the Malacca Strait; the Udan Emas PSC onshore West Papua; Block 105 in the Gulf of Tonkin; and Block 120 in the South China Sea. East Seruway PSC, Malacca Strait Overview We hold a 100.0 per cent. operated Working Interest in the East Seruway PSC, which we acquired in October 2011 through our acquisition of Serica Indonesia Holding B.V. The East Seruway PSC covers 5,865 sq. km offshore Sumatra over the North Sumatra Basin. Water depths in the Malacca Strait area are between 25 meters and 60 meters. The North Sumatra Basin comprises a series of northerly-trending rifted horst and grabens dominated by an Oligo-Miocene lacustrine-non-marine sedimentary infill, overlain by Early Miocene-aged reefal carbonates and Middle-Late Miocene deepwater marine shales and claystones. The following map shows the location of the East Seruway PSC.

Exploration and Appraisal Exploration activity began in the general area of the East Seruway PSC in the 1960s with a number of 2D seismic surveys acquired through to 1998 by previous operators. From 1974 until 1984, six wells
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were drilled within the current boundary of the East Seruway PSC: four of the wells were dry, one well in 1974 encountered gas and condensate, and one well in 1984 tested gas. A 2,142 km 2D seismic acquisition program was completed by the previous operator in 2010. However, at the request of the Indonesian central government, work was suspended on the contract area pending the resolution of administrative issues between the Indonesian central government and the provincial authorities in the Aceh province. For the time during which work was suspended, we were given an extension of the obligation period during which we must complete our required work program. Work resumed on the contract area in late 2012 and a 948 km 2D seismic acquisition program was conducted in February 2013. Based on a review of geological and geophysical data, our technical team has identified and mapped 11 gas leads in the East Seruway PSC. Based on the results of the interpretation of the 2013 seismic data, we anticipate drilling one exploration well in the first half of 2014. Resources The following table summarizes our prospective resources in the East Seruway PSC as of December 31, 2012.
Oil (mmbo) Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.1 41.6 48.6 5.5 6.3 7.4 Working Interest(1) Gas (bcf) 668.7 759.3 861.3 101.8 114.9 131.6 Total (mmboe) 147.6 168.2 192.2 22.5 25.5 29.3

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing As the sole participant in the East Seruway PSC, we do not have any contractual marketing arrangements for oil or gas that may be produced from this contract area aside from those in the PSC. Under the terms of the PSC, SKK Migas may, in certain circumstances, elect to market crude oil produced on our behalf. Interests We hold a 100.0 per cent. operated Working Interest in the East Seruway PSC, which we acquired in October 2011 through our acquisition of Serica Indonesia Holdings B.V., which held 100.0 per cent. of the contract area as the original recipient of the PSC from the Indonesian Government. We intend to farm-out a portion of our interest in this contract area, though we have not yet entered into any arrangements to do so. The following table shows the participants in the East Seruway PSC as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 100.0

At the time the first plan of development in relation to the East Seruway PSC is approved by the Indonesian Government, the participants under the East Seruway PSC are obliged to offer a 10.0 per cent. interest in the East Seruway PSC to an Indonesian Participant designated by the regional government or the Indonesian Government who, in return for which, must reimburse the participants for an amount equal to 10.0 per cent. of the sum of the operating costs, compensation bonus and equipment and services expenses incurred up to the date the option is exercised. If this option is exercised, we will have remaining a 90.0 per cent. interest in the East Seruway PSC.
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Udan Emas, Onshore West Papua Overview We hold a 100.0 per cent. operated Working Interest in the Udan Emas PSC, which we acquired as the original recipient of the Udan Emas PSC from the Indonesian Government in July 2012. The Udan Emas PSC covers 5,396 sq. km in the neck of the Birds Head area onshore West Papua. The contract area lies over the Bintuni Basin. The Bintuni Basin formed during the Pliocene-Pleistocene due to rapid subsidence caused by tectonic compression. The stratigraphic section comprises Permian and Jurassic through Cretaceous and early Tertiary clastics overlain by Miocene carbonates and late Tertiary clastics. The main reservoir target in the Udan Emas contract area is Mesozoic clastics. The following map shows the location of the Udan Emas PSC.

Exploration and Appraisal The general areas in and around Udan Emas have been explored intermittently from the mid-1930s. Geological fieldwork between 1935 and 1960 and exploration drilling in areas outside of the current Udan Emas PSC outline resulted in the discovery of two sub-commercial oil fields (Mogoi and Wasian) in the Bintuni Basin and one sub-commercial discovery (Wiriagar) in the Bomberai peninsula. Since that work, four separate licenses have been held over areas that now comprise the Udan Emas PSC, namely the Bintuni PSC, West Lengguru PSC, East Arguni PSC and West Arguni PSC. In the Bintuni PSC, a total of 2,100 km of 2D seismic data has been acquired in the block and six shallow exploration wells have been drilled, all of which failed to encounter hydrocarbons: Mandala-1 (1975), Terie-1, (1976), Wami-1 (1976), Monie-1 (1980), Monie South-1 (1980), and Jarua South-1 (1980). All of the wells targeted the shallow Tertiary section rather than the deeper Mesozoic interval, which is our primary objective horizon. From 1988 until 1996, geological fieldwork was undertaken within the West Lengguru PSC, but the karst terrane prevented the acquisition of seismic data. Over the East Arguni PSC and the West Arguni PSC, approximately 5,056 km of aerogravity and magnetic data and 912 km of 2D seismic data (656 km in West Arguni and 256 km in East Arguni) has been acquired.
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We are in the early stages of data compilation and geological and geophysical integration and we are planning geological fieldwork and seismic data acquisition. Preliminary geological and geophysical evaluation has identified a Mesozioic play fairway and two leads, supported by legacy seismic data, favorably located on the southeast margin of the Bintuni Basin. Future geological fieldwork, potential fields modeling, and a planned 250 km 2D seismic acquisition program commencing in the second half of 2013 will allow us to further evaluate the potential of the identified leads. We anticipate drilling one exploration well in the first half of 2016. Sales and Marketing As the sole participant in the Udan Emas PSC, we do not have any contractual marketing arrangements for oil or gas that may be produced from this contract area aside from those in the PSC. Under the terms of the PSC, SKK Migas may, in certain circumstances, elect to market crude oil produced on our behalf. Resources Further geological and geophysical data gathering and interpretation is required before any assessment of resources is available. Interests We hold a 100.0 per cent. operated Working Interest in the Udan Emas PSC, which we acquired as the original recipient of the Udan Emas PSC from the Indonesian Government in July 2012. The following table shows the participants in the Udan Emas PSC as of the Latest Practicable Date.
Participant KrisEnergy (operator) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 100.0

At the time the first plan of development in relation to the Udan Emas PSC is approved by the Indonesian Government, the participants under the Udan Emas PSC are obliged to offer a 10.0 per cent. interest in the Udan Emas PSC to an Indonesian Participant designated by the regional government or the Indonesian Government who, in return for which, must reimburse the participants for an amount equal to 10.0 per cent. of the sum of the operating costs, compensation bonus and equipment and services expenses incurred up to the date the option is exercised. If this option is exercised, we will have remaining a 90.0 per cent. interest in the Udan Emas PSC. Block 105, Gulf of Tonkin Overview We hold a 25.0 per cent. non-operated Working Interest in Block 105, which we acquired in a series of farm-in and farm-out agreements from May 2011 through January 2013. Block 105 covers an area of 7,192 sq. km in the Gulf of Tonkin, overlying the central Song Hong Basin where water depths range from 20 meters to 80 meters. The basement consists of pre-tertiary granites or karstified carbonates, both of which are viable reservoir targets (Ham Rong in the Song Hong Basin; various fields in the southern Vietnam Cuu Long Basin.) Rifting began in the Song Hong Basin in the Late Eocene as the South China Sea commenced breakup and the Indochina block extruded to the southeast. Major left-lateral movement occurred along the basin-bounding Red River Fracture Zone, controlling half-graben development. Lacustrine, fluvial and shallow marine synrift sediments were deposited in the resultant elongate rift valleys in the Song Hong, Quang Ngai and Phu Khanh basins. Excellent Type I and Type III source rocks have been well documented in these settings throughout Southeast Asia. During Early Miocene post-rift subsidence, marine sediments blanketed the Song Hong Basin as spreading in the South China Sea waned. Some carbonate reef development occurred on localized basement highs. The Song Hong River funneled a massive amount of sediment into the centre of the
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basin. Fluvio-deltaic sands and slope fan sequences were deposited along the basin margins. Mud diapirs formed in the basin depocenter. At the end of the Miocene, far-field strains related to the counter-clockwise rotation of the Philippines Plate resulted in local inversion and erosion. During the Pliocene, coarse clastics were shed from the granite-dominated hinterland west of Block 105. This sediment influx has continued to the present day, creating interbedded reservoir and seal sequences within fluvio-deltaic and slope environments. In Block 105, the two tertiary plays involve the trapping of hydrocarbons within fluvio-deltaic sands in the basin margin fault system and in fan/channel complexes above faulted diapir zones. The following map shows the location of Block 105.

Exploration and Appraisal No wells have been drilled to date in Block 105. Interpretation of the newly acquired 2D seismic data has proven up two distinct tertiary oil and gas plays with several drillable prospects in each. The contract area is located at the outlet of the extensive Song Ca river system in a favorable position for deposition of quartz-rich sand reservoirs in slope fans and basin floor fan/channel complexes. The oil play consists of stacked Early to Late Miocene fluvio-deltaic sandstone reservoirs trapped in large upthrown fault blocks along the faulted western margin of the Song Hong basin. These fault-bounded structural closures are similar to Miocene oil and gas fields in the Gulf of Thailand. The gas play consists of large structural/stratigraphic traps associated with faulted diapiric zones. The prospects exhibit high amplitudes and favorable AVO responses from stacked fan/channel sequences within the Mio-Pliocene section. Prior to the award of Block 105 to Neon Energy on February 3, 2010, there was a vintage 2D seismic database of approximately 3,788 km. The current joint operation acquired 1,807 km of 2D seismic data during 2010. In 2012, we acquired 831 sq. km of 3D seismic data. We must relinquish 20.0 per cent. of the contract area on each of February 4, 2014 and 2016. Updated mapping using new seismic data, revised seismic interpretation and a new depth conversion scheme, together with recent nearby drilling results, has identified three drillable oil and gas prospects, Song Ca 1, 2 and 3, and one gas prospect, Cua Lo, based on the chance of encountering commercial volumes of oil and/or gas. In addition, six gas leads have been identified and mapped.
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The joint-venture partners intend to drill one exploration well in the second half of 2013. The operator has secured the Ensco 107 jack-up rig to drill the Cua Lo prospect with drilling operations scheduled to commence in the second half of 2013, subject to the timing of the rig release by the previous operator. A further 500 sq. km 3D seismic acquisition program is planned for the first quarter of 2014, with four additional exploration/appraisal wells anticipated in the second half of 2014. Resources The following table summarizes our prospective resources in Block 105 as of December 31, 2012.
Oil (mmbo) Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . High estimate .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . High estimate .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . 8.2 14.6 31.9 1.0 1.8 3.4 Working Interest(1) Gas (bcf) 1,134.9 1,899.2 3,671.8 147.6 227.3 391.0 Total (mmboe) 197.4 331.1 643.9 25.6 39.7 68.6

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing We are entitled to take oil and gas produced in the contract area in kind and separately dispose of it in proportion to our interest. Interests We hold a 25.0 per cent. non-operated Working Interest in Block 105, which we acquired through a series of transactions starting in May 2010. We first acquired 40.0 per cent. interest in Block 105 in May 2011 through a farm-in agreement with Neon Energy (Song Hong) Pty Ltd (Neon Energy). Through a subsequent farm-in agreement with Enovation Resources Ltd. (Enovation) in June 2012, we increased our interest to 50.0 per cent. In May 2011, we assumed operatorship of Block 105 when the Ministry of Industry and Trade approved the assignment of the operatorship from Neon Energy to us. We have farmed out 25.0 per cent. of our interest and operatorship of Block 105 to Eni. This farmout agreement was approved by the Vietnam Ministry of Industry and Trade in January 2013. Eni holds a 50.0 per cent. interest and operatorship, with Neon Energy holding the remaining 25.0 per cent. interest in Block 105. As a condition of the farm-out agreement with Eni, Eni was responsible for paying 100.0 per cent. of the costs of the seismic data acquisition programs and is responsible for a portion of the costs of the first exploration well for this contract area. The following table shows the participants in Block 105 as of the Latest Practicable Date.
Participant KrisEnergy ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Eni (operator) ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neon Energy ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 25.0 50.0 25.0

The concession relating to Block 105 provides the Vietnamese government with a back-in right of up to 20.0 per cent. of the interest of the contract areas. The Vietnamese government can exercise these back-in rights within 90 days of the declaration of the first commercial discovery from the relevant contract area. If this right is exercised, we will have remaining a 20.0 per cent. interest in this contract area. If the back-in right is exercised, we are entitled to recover the Vietnamese government affiliates share of all our expenditures incurred up to the date of the declaration of the first commercial discovery (excluding the bonuses, data fee and training costs). The Vietnamese government affiliate pays as a
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lump sum our proportionate share of the costs incurred during the period from the declaration of the first commercial discovery to the Vietnamese government giving notice of its intention to exercise its back-in right. The Vietnamese governments affiliate pays its pro rata share of future costs. Any assignment of our Working Interest in Block 105 is subject to the pre-emptive right of the Vietnam Oil and Gas Group (PetroVietnam), the right of first refusal of other participants in Block 105 and the Prime Minister of Vietnams approval. Block 120, Offshore Vietnam Overview We hold a 25.0 per cent. non-operated Working Interest in Block 120, which we acquired in a series of farm-in and farm-out agreements from May 2011 through January 2013. Block 120 extends over 8,574 sq. km offshore Vietnam in the South China Sea where water depths range from 50 meters to 1,100 meters. Block 120 lies offshore central eastern Vietnam over the Quang Ngai Graben and the Tri Ton Horst. The graben connects the Song Hong and Qiongdongnan basins in the north, to the Phu Khanh Basin in the south. Only one exploration well, 120-CS-1X, has been drilled in the contract area. An active petroleum system was proven in this well by the discovery of a six meter oil column, overlying 32 meters of oil shows. Interpretation of new 2D seismic data has proven up several different clastic and carbonate plays and a number of large oil and gas prospects, some with amplitude support. Well penetrations in the area suggest that the pre-tertiary basement consists exclusively of granites. Rifting began in the Late Eocene as the South China Sea commenced breakup and the Indochina block extruded to the southeast. Major left-lateral movement occurred along the basin-bounding Red River Fracture Zone, controlling half-graben development over a wide area. Lacustrine, fluvial and shallow marine synrift sediments were deposited in the resultant elongate rift valleys in the Song Hong, Quang Ngai and Phu Khanh basins. Excellent Type I and Type III source rocks have been documented in these settings throughout Southeast Asia. The following map shows the location of Block 120.

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Exploration and Appraisal Five wells were drilled on the Tri Ton Horst between 1991 and 1995. The southernmost well, 120-CS-1X drilled by BHP Billiton in Block 120, targeted a Miocene reef and was the only well on the Tri Ton Horst to discover oil. BHP Billiton, which acquired 4,456 km of 2D seismic data within the contract area boundaries, drilled 120-CS-1X in 1993 and encountered an interpreted six meter oil column within a 32 meter section of oil and gas shows at the top of the limestone. No CO2 was encountered while drilling and no tests were performed. The well was plugged and abandoned before reaching its secondary objective in Early Miocene/Oligocene clastics. New seismic data have shown that the seal was probably breached by faulting at the southern end of the reef. Prior to the award of Block 120 to Neon Energy on January 23, 2009, there was a vintage 2D seismic database of approximately 5,500 km. The current joint operation acquired 2,021 km of 2D seismic data in 2010 and 502 sq. km of 3D seismic data in June 2012. We must relinquish 20.0 per cent. of the contract area at each of January 24, 2014 and 2016. The seismic data has identified tertiary carbonate reefs, fractured granitic basement, sandstones within tilted fault blocks and structural inversion plays. As of the Latest Practicable Date, four drillable prospects have been identified, Rua Bien, Ca Lang, Ca Sau and Ca Ngu based on their chance of encountering commercial volumes of oil and/or gas. In addition, 9 oil and gas leads have been identified and mapped. The joint operation intends to drill one exploration well in the second half of 2013. The operator has secured the Songa Mercur semi-submersible rig to commence exploration drilling in the second half of 2013. The precise timing of drilling is subject to the mobilization of the rig from overseas. Resources The following table summarizes our prospective resources in Block 120 as of December 31, 2012.
Oil (mmbo) Unrisked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risked prospective resources Low estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High estimate ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 562.2 885.1 1,437.6 62.8 101.4 168.2 Working Interest(1) Gas (bcf) Total (mmboe) 562.2 885.1 1,437.6 62.8 101.4 168.2

Note: (1) Our Working Interest does not account for the governments take of petroleum under the relevant petroleum license. Further information on the differences between Working Interest and net entitlement interests as a means of calculating reserves and resources is set out in Notice to InvestorsPresentation of Working Interest.

Sales and Marketing We are entitled to take oil and gas produced in the contract area in kind and separately dispose of it in proportion to our interest. Interest We hold a 25.0 per cent. non-operated Working Interest in Block 120, which we acquired through a series of transactions starting in March 2010. We first acquired 40.0 per cent. interest in Block 120 in May 2011 through a farm-in agreement with Neon Energy. Through a subsequent farm-in agreement with Enovation in June 2012, we increased our interest in the contract area to 50.0 per cent. In May 2011, we assumed operatorship for Block 120 when the Ministry of Industry and Trade approved the assignment of the operatorship from Neon Energy to us. We have farmed out 25.0 per cent. of our interest and operatorship of Block 120 to Eni. This farm-out agreement was approved by the Vietnam
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Ministry of Industry and Trade in January 2013. Eni holds a 50.0 per cent. interest and operatorship, with Neon Energy holding the remaining 25.0 per cent. of the interest in Block 120. As a condition of the farm-out agreement with Eni, Eni was responsible for paying 100.0 per cent. of the costs of the seismic data acquisition programs and is responsible for a portion of the costs of the first exploration well for this contract area. The following table shows the participants in Block 120 as of the Latest Practicable Date.
Participant KrisEnergy ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Eni (operator) ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Neon Energy ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest (per cent.) 25.0 50.0 25.0

The concession relating to Block 120 provides the Vietnamese government with a back-in right of up to 20.0 per cent. of the interest of the contract areas. The Vietnamese government can exercise these back-in rights within 90 days of the declaration of the first commercial discovery from the relevant contract area. If this right is exercised, we will have remaining a 20.0 per cent. interest in the relevant contract area. If the back-in right is exercised, we are entitled to recover the Vietnamese government affiliates share of all our expenditures incurred up to the date of the declaration of the first commercial discovery (excluding the bonuses, data fee and the training costs). The Vietnamese government affiliate pays as a lump sum our proportionate share of the costs incurred during the period from the declaration of the first commercial discovery to the Vietnamese government giving notice of its intention to exercise its back-in right. The Vietnamese governments affiliate pays its pro rata share of future costs. Any assignment of our Working Interest in Block 120 is subject to the pre-emptive right of PetroVietnam, the right of first refusal of other participants in Block 120 and the Prime Minister of Vietnams approval. Other Activities and Interests Glagah-Kambuna TAC, Offshore North Sumatra, Indonesia We also hold a 25.0 per cent. non-operated Working Interest in the Glagah-Kambuna TAC, which we acquired in January 2010. The Glagah-Kambuna TAC contains the Kambuna retrograde gas field in the North Sumatra Basin. Shortly after this Offering, it is expected that production from this reservoir will decrease to an uneconomic level. At that time, the operator will terminate production in the contract area and begin the process of winding down operations. During the winding down process, we expect to continue to receive cash flow from unrecovered value added taxes and the sale of condensate held as inventory, and will be responsible for paying for our pro rata share of decommissioning and abandonment liabilities for the winding-down process at the Glagah-Kambuna TAC. As of the Latest Practicable Date, the Company is not aware of the amount of the expected cash flow from unrecovered value added taxes and sales of condensate held as inventory as the Kambuna retrograde gas field continues to produce. See Managements Discussion and Analysis of Financial Condition and Results of OperationsCapital Expenditures and Capital InvestmentsRelinquishments. The GlagahKambuna TAC accounted for 26.9 per cent., 28.5 per cent., 13.7 per cent. and 9.0 per cent. of our overall average daily liquids production and 47.7 per cent., 52.7 per cent., 37.0 per cent. and 21.8 per cent. of our overall average daily gas production in each of the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2013, respectively. The Glagah-Kambuna TAC accounted for 39.7 per cent., 27.1 per cent., 17.2 per cent. and 9.3 per cent. of our revenue in each of the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2013, respectively. Block 06/94, Offshore Vietnam In January 2010, we acquired a 33.3 per cent. Working Interest in Block 06/94 in the Nam Con Son Basin, offshore Vietnam in the South China Sea. In March 2010, the exploration well HH-1X encountered sub-commercial quantities of gas. A further exploration well, HDH-1X, was drilled in July 2010 and failed to encounter hydrocarbons. Efforts by the joint-venture partners to farm-out a portion
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of the contract area to fund further exploration activity were unsuccessful and all parties agreed to relinquish the contract area, which was completed in December 2011. We have no remaining liabilities in association with Block 06/94. Joint Study Agreements From time to time we participate in joint study agreements (JSAs) in Indonesia. JSAs are a recently introduced arrangement in Indonesia in which a participant nominates a study area for it to conduct geological and geophysical studies in cooperation with an Indonesian university to determine the prospectivity of the area. We participate in JSAs as a means to collect geological and geophysical data regarding potential contract areas and as a method to acquire such areas. Fiscal Terms The petroleum licenses in which we have interests contain the terms of our concessions as agreed between the participants and the relevant host government. The economic terms of these licenses, commonly known as fiscal terms, vary depending primarily on jurisdiction. For further details relating to the licensing regimes applicable to our petroleum licenses, see Appendix BRegulation. Bangladesh The following table summarizes certain fiscal terms of Block 9. The acquisition of our interest in Block 9 is subject to completion, pending government approvals.
Block 9 DMO for oil ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . With six months prior written notice, Petrobangla may require contractor to provide its pro rata share of oil, up to 25.0 per cent. of its share of profit oil, for domestic consumption. DMO price for oil . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.0 per cent. discount to fair market value. DMO for gas ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . Contractor must first offer all its share of gas to Petrobangla and its affiliates. If Petrobangla or its affiliates does not purchase the gas within six months of contractors submission of an evaluation report, contractor is free to find a market outlet within Bangladesh. DMO price for gas . . . . . . . . . . . . . . . . . . . . . . . . . . Price of gas sold to Petrobangla and its affiliates is set at 75.0 per cent. of the average for each calendar quarter of Platts Oilgram quotations of High Sulphur Fuel Oil 180 CST, FOB, Singapore with a floor price of US$70 per metric tonne and ceiling price of US$120 per metric tonne. Price of gas sold to Petrobangla is subject to a further one per cent. discount. Price of gas sold within Bangladesh (excluding Petrobangla and its affiliates) shall be equal to or greater than the pricing formula described above. LNG export requirement . . . . . . . . . . . . . . . . . . . . LNG exports are permitted provided the export terms and price or pricing formula have been approved by Petrobangla. Cost recovery limit . . . . . . . . . . . . . . . . . . . . . . . . . . Oil Up to 40.0 per cent. per calendar year of all oil produced and saved from the contract area and not used in petroleum operations. Gas Up to 45.0 per cent. per calendar year of all oil produced and saved from the contract area and not used in petroleum operations. Profit oil split (to contractor) . . . . . . . . . . . . . . . Up to 10,000 bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portion over 10,000 and up to 25,000 bopd . . . . . . . . . . . . . . . . Portion over 25,000 and up to 50,000 bopd . . . . . . . . . . . . . . . . Portion over 50,000 and up to 100,000 bopd . . . . . . . . . . . . . . . Portion over 100,000 bopd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit gas split (to contractor) . . . . . . . . . . . . . . Up to 150 mmcfd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portion over 150 and up to 300 mmcfd . . . . . . . . . . . . . . . . . . . . . Portion over 300 and up to 450 mmcfd . . . . . . . . . . . . . . . . . . . . . Portion over 450 and up to 600 mmcfd . . . . . . . . . . . . . . . . . . . . . Portion over 600 mmcfd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . During cost recovery 33.0 per cent. 30.0 per cent. 25.0 per cent. 20.0 per cent. 17.0 per cent. During cost recovery 39.0 per cent. 34.0 per cent. 27.5 per cent. 25.0 per cent. 18.0 per cent. After cost recovery 30.0 per cent. 25.0 per cent. 20.0 per cent. 25.0 per cent. 10.0 per cent. After cost recovery 34.0 per cent. 27.5 per cent. 22.0 per cent. 17.5 per cent. 15.0 per cent.

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Block 9 Profit condensate/liquids (to contractor) . . . Up to 3,000 boepd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portion over 3,000 and up to 6,000 boepd . . . . . . . . . . . . . . . . . . Portion over 6,000 and up to 10,000 boepd . . . . . . . . . . . . . . . . . Portion over 10,000 and up to 15,000 boepd . . . . . . . . . . . . . . . Portion over 15,000 boepd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . During cost recovery 35.0 per cent. 32.0 per cent. 28.0 per cent. 25.0 per cent. 20.0 per cent. After cost recovery 30.0 per cent. 27.0 per cent. 25.0 per cent. 20.0 per cent. 15.0 per cent.

Production bonus payments . . . . . . . . . . . . . . . . General Within 30 days of first commercial discovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil Upon daily average of 10,000 bopd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . Upon daily average of 20,000 bopd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . Upon daily average of 30,000 bopd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . Upon daily average of 40,000 bopd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . Upon daily average of 50,000 bopd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . Upon daily average of 100,000 bopd for 30 consecutive days . . . . . . . . . . . . . . . . . . . Gas Upon daily average of 75 mmcfd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . . . Upon daily average of 150 mmcfd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . . Upon daily average of 225 mmcfd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . . Upon daily average of 300 mmcfd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . . Upon daily average of 375 mmcfd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . . Upon daily average of 600 mmcfd for 30 consecutive days . . . . . . . . . . . . . . . . . . . . . . US$1,000,000 US$1,000,000 US$1,000,000 US$2,000,000 US$2,000,000 US$5,000,000 US$1,000,000 US$1,000,000 US$1,000,000 US$2,000,000 US$2,000,000 US$5,000,000 US$1,000,000

Income tax ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . All Bangladesh income tax levied on petroleum operations are borne and discharged by Petrobangla. Local participant option . . . . . . . . . . . . . . . . . . . . . None. Contract expiry date . . . . . . . . . . . . . . . . . . . . . . . . . August 26, 2033(1). Note: (1) The contract may be extended for up to an additional five years on terms and conditions to be mutually agreed between Petrobangla and us.

Cambodia The following table summarizes certain fiscal terms of Block A.

Block A Royalty ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost recovery petroleum . . . . . . . . . . . . . . . . . . . . . . . . . Allocation of remaining oil (to contractor) (average annual production) . . . . . . . . . . . . . . . . . . . . . 12.5 per cent. of production 90.0 per cent. of production 1-10,000 bopd 58.0 per cent. in excess of 10,000-25,000 bopd 53.0 per cent. in excess of 25,000-50,000 bopd 48.0 per cent. Over 50,000 bopd 38.0 per cent. Allocation of remaining gas (to contractor) . . . . 65.0 per cent. Income Tax (not payable on the royalty petroleum or cost recovery petroleum) . . . . . . . . . 25.0 per cent. for five years from first profit and then 30.0 per cent. thereafter. Production bonus payment . . . . . . . . . . . . . . . . . . . . . . None. Annual surface rental fee . . . . . . . . . . . . . . . . . . . . . . . . US$500 per sq. km of unrelinquished production area and up to US$40 per sq. km of unrelinquished exploration area. CNPA option ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.0 per cent. exercised on November 15, 2011 and currently under negotiation. Concession expiry date . . . . . . . . . . . . . . . . . . . . . . . . . . The Petroleum Agreement shall remain in full force and effect pending the Cambodian Governments approval of the PPA for the block. Upon approval of the PPA, the production permit will be for 30 years from the date of first commercial production.

We are permitted under the petroleum agreement for Block A to recover our proportionate share of certain costs associated with operating Block A. Specifically, we are entitled to take cost recovery petroleum equivalent in value to certain of our exploration, development, production, general and administrative and overhead costs, up to 90.0 per cent. of the post-royalty petroleum in any given year. Signature by the CNPA of the deed of accession finalizing our acquisition of title to our interest in Block A is pending. The CNPA is currently reviewing the PPA submitted in September 2010 and updated in November 2012. As part of the review and approval process by the CNPA, the petroleum agreement for Block A may be subject to renegotiation. As such it is uncertain whether the terms provided in the table above are the fiscal terms that will be in place once Block A reaches development or production. It is unclear when the PPA review and possible petroleum agreement negotiations will
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be completed. Development of Block A is pending, among other things, the CNPA approval of the PPA, and there is no certainty as to when, if ever, such approval will be forthcoming. Indonesia The following table summarizes certain fiscal terms of the Bulu PSC, East Muriah PSC, East Seruway PSC, Kutai PSC, Tanjung Aru PSC, Udan Emas PSC and Glagah-Kambuna TAC.
Bulu East Muriah East Seruway Kutai Tanjung Aru Udan Emas GlagahKambuna TAC

First tranche petroleum (oil and gas) (as a per cent. of total petroleum production)(1) ..... . . . . . . . . . . . . Effective tax rate(2) . . . . . . . . . . . DMO for oil(3) .... . . . . . . . . . . . . DMO for gas(3) ... . . . . . . . . . . . . DMO price for oil (as a per cent. of market price) . . . . . DMO price for gas (as a per cent. of market price) . . . . . Pre-tax profit oil split(4) (to contractor) ..... . . . . . . . . . . . . Pre-tax profit gas split(4) (to contractor) ..... . . . . . . . . . . . . Available investment credit ........... . . . . . . . . . . . . Production bonus payments(6) Upon cumulative production having reached 25 mmboe ......... . . . . . . . . . . . . Upon cumulative production having reached 50 mmboe ......... . . . . . . . . . . . . Upon cumulative production having reached 75 mmboe ......... . . . . . . . . . . . . Upon cumulative production having reached 125 mmboe ......... . . . . . . . . . . . . Indonesian participation option .......... . . . . . . . . . . . . Contract expiry date . . . . . . . . .

10.0 per cent. 44.0 per cent. 25.0 per cent. 25.0 per cent. 25.0 per cent.

20.0 per cent. 44.0 per cent. 25.0 per cent. 25.0 per cent.

20.0 per cent. 44.0 per cent. 25.0 per cent. 25.0 per cent.

10.0 per cent. 44.0 per cent. 25.0 per cent. 25.0 per cent.

20.0 per cent. 44.0 per cent. 25.0 per cent. 25.0 per cent.

20.0 per cent. 44.0 per cent. 25.0 per cent. 25.0 per cent.

None 44.0 per cent. 25.0 per cent. None

25.0 per cent. 25.0 per cent. 25.0 per cent. 25.0 per cent. 25.0 per cent. 15.0 per cent. 100.0 100.0 per cent. 100.0 per cent. 100.0 per cent. per cent. 100.0 per cent. 100.0 per cent. None 35.7 per cent. 62.5 per cent. 26.8 per cent. 26.8 per cent. 35.8 per cent. 58.3 per cent. 58.3 per cent. 26.8 per cent. 53.6 per cent. 53.6 per cent. 53.6 per cent. 66.7 per cent. 66.7 per cent. 62.5 per cent. None None None None 15.8 per cent.(7)

55.0 per cent.(5) None

US$1.0 million US$1.0 million US$1.0 million US$1.0 million US$1.0 million US$0.025 million(8)

US$0.5 million US$2.0 million US$1.0 million US$2.0 million US$1.5 million US$1.5 million US$1.0 million US$3.0 million US$1.0 million US$3.0 million US$2.0 million US$2.0 million US$2.0 million 10.0 per cent. The exploration period expires October 13, 2013 PSC expires October 13, 2033 10.0 per cent. The exploration period expires November 12, 2014 PSC expires November 12, 2038 10.0 per cent. The exploration period expires November 12, 2014 PSC expires November 12, 2038 10.0 per cent. The exploration period expires January 15, 2017 PSC expires January 15, 2037 10.0 per cent. The exploration period expires December 18, 2017 PSC expires December 18, 2041 10.0 per cent. The exploration period expires July 20, 2018 PSC expires July 20, 2041 10.0 per cent.(9) TAC expires December 16, 2016

Notes: (1) SKK Migas has the right to take all of the first tranche petroleum under the Bulu PSC and Kutai PSC before any deduction for operating costs and available investment credits. The first tranche petroleum in East Muriah PSC, East Seruway PSC, Tanjung Aru PSC and Udan Emas PSC is split between SKK Migas and the participants in the same proportion as the pre-tax oil and gas split above. Operating costs are not recoverable from the participants share of first tranche petroleum, and the first tranche petroleum is subject to taxation. (2) Effective tax rate of 44.0 per cent. comprises corporate tax rate of 30.0 per cent. and dividend withholding tax rate of 20.0 per cent. (3) The domestic market obligation (DMO) is the obligation of a contractor to a PSC to supply to the Indonesian market a proportion of its entitlement from oil and gas production in the PSC at a specified price. The DMO for oil in each case starts 60 months after the first delivery of crude oil. (4) The percentage of oil or natural gas, as applicable, produced from a contract area that the contractor is entitled to take and receive after deducting the first tranche petroleum and any petroleum sold to recover the contractors permitted operating costs. (5) We are entitled to claim an investment credit of up to our pro rata share (55.0 per cent.) of the capital investment cost directly required for developing gas production facilities. (6) Production bonus payments are payments due from the contractor under the terms of a PSC to the Indonesian Government upon cumulative production from the PSC having reached certain specified thresholds. In each case, six mmbtu of gas is deemed equivalent to one barrel of oil. (7) We are entitled to claim an investment credit of 15.8 per cent. of capital investment costs directly required for developing oil production facilities out of deduction from gross production before cost recovery. (8) Production bonus paid by contractor to Pertamina. (9) Pertamina had the option to acquire 10.0 per cent. participating interest provided such option was exercised within three months of the contractors notification to Pertamina of the decision to proceed with first commercial production.

Under the terms of each of the PSCs, we are entitled to recover all of our operating costs (as defined in the PSC) out of the sales proceeds of crude oil taking into account the principles established by the
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Indonesian Tax Office. We are also required to employ qualified Indonesian personnel for labor and staff positions including administrative and executive management positions. Thailand The following table summarizes certain fiscal terms of B8/32, B9A, G10/48, G11/48 and G6/48.
B9A Royalty (as a per cent. of the value of petroleum sold or disposed in each month)(1) . . . . . . 12.5 per cent. B8/32, G10/48, G11/48 and G6/48(5)

Income tax rate ... . . . . . . . . . . . . . . . 50.0 per cent. Annual surface reservation fee ................. . . . . . . . . . . . . . . . THB4000 per sq km per year Special remuneratory (2) benefit .......... . . . . . . . . . . . . . . . None

0-60,000 barrels 60,000-150,000 barrels 150,000-300,000 barrels 300,000-600,000 barrels Over 600,000 barrels 50.0 per cent. None

5.0 per cent. 6.3 per cent. 10.0 per cent. 12.5 per cent. 15.0 per cent.

Payable at the end of each fiscal year in various rates based on the profit earned during the year, up to a maximum payment of 75.0 per cent. of the profit earned. B8/32 G10/48 US$500,000 payable within 30 days from the day the total production from the contract area first averages 20,000 boepd for 30 consecutive days 10.0 per cent. Third obligation exploration period expires on December 7, 2015 G11/48 US$500,000 payable within 30 days from the day the total production from the contract area first averages 20,000 boepd for 30 consecutive days 10.0 per cent. Third obligation exploration period expires on February 12, 2016 G6/48(5) US$300,000 payable within 30 days from the day the total production from the contract area first averages 10,000 boepd for 90 consecutive days None Third obligation exploration period expires on January 7, 2016

Production bonus payment(3) . . Fully discharged

Fully discharged

Thai participant option . . . . . . . . . None Concession expiry date(4) . . . . . . May 18, 2034

None Tantawan: August 22, 2015 Benchamas South and Pakarong: June 15, 2017 Maliwan: November 2, 2017 North Jarmjuree: November 1, 2020 North Benchamas; January 11, 2024 Chaba: September 21, 2025 Extension of Chaba: October 18, 2029

Notes: (1) For purposes of calculating the royalty payable, 10 mmbtu of gas is deemed equivalent to one barrel of crude oil. For B9A, the royalty may also be paid in kind with a volume of petroleum equivalent in value to one seventh the value of the petroleum sold or disposed of in each month. For B8/32, G10/48 and G11/48, the royalty may also be paid in kind with a volume of petroleum equivalent in value to the amount of the royalty payable in the table above, with the petroleum delivered as payment included as petroleum sold or disposed of in the calculation. The following uses of petroleum are exempted from the royalty: (a) petroleum delivered as payment of royalty in kind; (b) petroleum produced and used in Thailand in its natural state for analyses, tests and in the conduct of petroleum exploration, production, conservation or transportation; (c) petroleum used or exported for analyses and tests; (d) gas transferred without consideration to other concessionaires for the purpose of conservation of petroleum resource; and (e) gas flared unavoidably in connection with petroleum production operations. (2) See Appendix BRegulationSummary of Relevant Thai Laws and RegulationsSRB. (3) Six million BTU of gas is deemed equivalent to one barrel of crude oil for purposes of calculating the production per day in connection with the production bonus payment. (4) The production area licenses may be extended up to 10 years with the consent of the Department of Mineral Fuels. (5) We are awaiting government approval for our farm-in for G6/48.

In addition to the above, the petroleum concessions provide the Thai Government with certain privileges. In relation to B8/32, the Thai Government has a right of first refusal to purchase oil and gas produced from the field. The cost which the Thai Government must pay for oil and gas is subject to a cap, which for oil is calculated based on a formula incorporating the yield of refined products obtained from the oil using the hydroskimming method, the average price of those products in Singapore and the aggregate refiners cost and gross refinery margin, and for gas is determined as agreed upon by the operator and the Petroleum Committee in accordance with Section 58 of the Petroleum Act B.E. 2514. For B9A, the operator is required to give priority to local vessels for the transportation of petroleum supplies and equipment in Thailand and provide a scholarship to be granted to officers. For B8/32,
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G10/48 and G11/48, the concessionaire must give preference to the use of local contractors, materials and equipment available in Thailand with regard to transport vehicles, road construction and other matters related to petroleum operations. Further, the concessionaire must spend a minimum of US$150,000 per year for the training of Department of Mineral Fuels personnel and the acquisition of technical and scientific literature, data and instruments for the Department of Mineral Fuels. Vietnam The following table summarizes certain fiscal terms of Blocks 105 and 120.
Block 105 Royalty on oil ..... . . . . . . . . . . . 0-20,000 bopd 6.0 per cent. Over 20,000-50,000 8.0 per cent. bopd Over 50,000-75,000 10.0 per cent. bopd Over 75,000-100,000 12.0 per cent. bopd Over 100,000-150,000 17.0 per cent. bopd Over 150,000 bopd 22.0 per cent. 0-5 mmcfd 0.0 per cent. Over 5-10 mmcfd 3.0 per cent. Over 10 mmcfd 6.0 per cent. 70.0 per cent. of gross reserves 0-20,000 bopd Over 20,000-50,000 bopd Over 50,000-75,000 bopd Over 75,000-100,000 bopd Over 100,000-150,000 bopd Over 150,000 bopd 0 to 5 mmcfd Over 5 to 10 mmcfd Over 10 to 15 mmcfd Over 15 mmcfd 75.0 per cent. 70.0 per cent. 65.0 per cent. 60.0 per cent. 55.0 per cent. 50.0 per cent. 77.0 per cent. 70.0 per cent. 60.0 per cent. 50.0 per cent. Block 120 0-20,000 bopd 4.0 per cent. Over 20,000-50,000 6.0 per cent. bopd Over 50,000-75,000 8.0 per cent. bopd Over 75,000-100,000 10.0 per cent. bopd Over 100,00015.0 per cent. 150,000 bopd Over 150,000 bopd 20.0 per cent. 0-5 mmcfd 0.0 per cent. Over 5-10 mmcfd 3.0 per cent. Over 10 mmcfd 6.0 per cent. 70.0 per cent. of gross reserves 0-20,000 bopd Over 20,000-50,000 bopd Over 50,000-75,000 bopd Over 75,000-100,000 bopd Over 100,000150,000 bopd Over 150,000 bopd 40.0 per cent. 35.0 per cent. 30.0 per cent. 25.0 per cent. 20.0 per cent. 15.0 per cent.

Royalty on gas .... . . . . . . . . . . . Cost recovery limit(1) . . . . . . . . Pre-tax profit oil split (to contractor) ......... . . . . . . . . . . .

Pre-tax profit gas split (to contractor) ......... . . . . . . . . . . .

Income tax ........ . . . . . . . . . . . Oil export duty .... . . . . . . . . . . . Production bonus payments .......... . . . . . . . . . . .

0.0 per cent. during the first 12 months 16.0 per cent. during the second 12 months 32.0 per cent. thereafter 10.0 per cent. General Within 30 days of first commercial discovery Within 30 days of first commercial production Oil Upon 20,000 bopd for 30 consecutive days Upon 50,000 bopd for 30 consecutive days Upon 75,000 bopd for 30 consecutive days Upon 100,000 bopd for 30 consecutive days Upon 150,000 bopd for 30 consecutive days US$1,000,000 US$1,000,000

0 to 5 mmcfd 50.0 per cent. Over 5 to 10 mmcfd 47.5 per cent. Over 10 to 15 mmcfd 45.0 per cent. Over 15 to 20 mmcfd 42.5 per cent. Over 20 mmcfd 40.0 per cent. 0.0 per cent. during the first 12 months 16.0 per cent. during the second 12 months 32.0 per cent. thereafter 4.0 per cent. General Within 30 days of first commercial discovery Within 30 days of first commercial production Oil Upon 20,000 bopd for 30 consecutive days Upon 50,000 bopd for 30 consecutive days Upon 75,000 bopd for 30 consecutive days Upon 100,000 bopd for 30 consecutive days Upon 150,000 bopd for 30 consecutive days Gas Upon 5 mmcfd for 30 consecutive days Upon 10 mmcfd for 30 consecutive days Upon 15 mmcfd for 30 consecutive days US$2,000,000 US$2,000,000

US$1,000,000 US$2,000,000 US$3,000,000 US$4,000,000 US$5,000,000

US$2,000,000 US$3,000,000 US$5,000,000 US$7,000,000 US$10,000,000

PetroVietnam option . . . . . . . . Expiry date ........ . . . . . . . . . . .

Gas Upon 5 mmcfd for 30 US$1,000,000 consecutive days Upon 10 mmcfd for 30 US$1,000,000 consecutive days Upon 15 mmcfd for 30 US$1,000,000 consecutive days 20.0 per cent. 20.0 per cent. The phase one exploration period expires February 3, 2014

US$2,000,000 US$3,000,000 US$4,000,000

The phase one exploration period expires January 22, 2014

Note: (1) The contractor is entitled to recover its costs out of net production. The costs are recovered on a first-in-first-out basis and carried forward to the next succeeding quarter (without interest) until fully recovered. There is no depreciation of capital costs. The cost recovery limit is the maximum percentage of hydrocarbons which is permitted to be allocated to cost recovery.

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Unrecovered and Sunk Cost Pools Under a PSC environment, the contractors revenue entitlements include a component that provides the contractor with the right to recover eligible operating and capital costs that the contractor has incurred. Unrecovered cost pools are the outstanding balances of recoverable costs that the contractor is entitled to receive from future revenue streams, these balances occur when eligible expenditures are greater than revenue streams. In the case of our contract areas in Thailand (which is not a PSC environment), the sunk cost pools goes towards carried forward tax losses which could be offset against future revenues from petroleum production. The following table shows our Working Interest in the unaudited unrecovered and sunk cost pools for each contract area in which we have an interest. These costs are unaudited and subject to audit by the respective host government and the non-operator participants.
Country Asset Classification Unaudited Working Interest amount as at March 31, 2013 (US$ thousands) Bangladesh Cambodia Indonesia Indonesia Indonesia Indonesia Indonesia Indonesia Indonesia Thailand Thailand Thailand Thailand Vietnam Vietnam Total Block 9(1) Block A PSC Bulu PSC East Muriah PSC East Seruway PSC Glagah-Kambuna TAC(2) Kutai PSC Tanjung Aru PSC Udan Emas PSC B8/32 & B9A G6/48(3) G10/48 G11/48 Block 105 PSC Block 120 PSC Unrecovered cost pool Unrecovered cost pool Unrecovered cost pool Unrecovered cost pool Unrecovered cost pool Unrecovered cost pool Unrecovered cost pool Unrecovered cost pool Unrecovered cost pool Sunk cost pool Sunk cost pool Sunk cost pool Sunk cost pool Unrecovered cost pool Unrecovered cost pool 5,278.2 42,628.1 31,361.2 7,987.0 6,607.0 8,115.9 38,016.9 276.5 268.0 0.0 5,518.0 22,201.9 24,310.7 3,258.3 2,981.3 198,809.0

Notes: (1) The SPA was signed on April 8, 2013, and is pending approval from the Bangladesh Government and Petrobangla. The SPA shall terminate if the necessary approvals have not been granted by December 31, 2013 (unless otherwise extended by the parties). See BusinessOur Contract AreasProducing Contract AreasBlock 9, Onshore Bangladesh. (2) We intend to relinquish our entire interest in the Glagah-Kambuna TAC shortly after this Offering. (3) The agreement to farm-in to G6/48 was signed on March 15, 2013 and is pending approval from the Thai Government. See BusinessOur Contract AreasContract Areas with Development PendingG6/48, Gulf of Thailand.

Joint Operating Agreements All of the contract areas in which we participate (other than the East Seruway PSC and Udan Emas PSC in Indonesia, in which we hold 100.0 per cent. interests) operate under the terms of JOAs to which all of the participants in the relevant contract area are party (although B8/32 and B9A operate under JOAs as well, because we hold our interest in these contract areas through our minority interests in B8/32 Partners and OEL, we are not parties to the JOAs for these contract areas). Under these agreements, the operator carries out the day-to-day operations of the contract areas including, among others, tasks such as preparing and submitting a proposed work program and budget, acquiring the relevant permits and licenses and procuring necessary insurance. The relevant operator operates these contract areas under the direction of an operating committee consisting of one nominee from each party to the joint operating agreement. The operating committee is responsible for strategic decisionmaking at these contract areas and generally makes decisions regarding, among others, minimum work obligations, whether to drill, deepen, test, sidetrack, plug back, complete or explore, appraise and develop wells, development plans and production programs, whether to abandon, construct, purchase or lease equipment, work programs and budgets and whether a discovery is commercial. Each nominee on the operating committee has total votes in proportion to the nominating partys interest in the relevant contract area. Decisions of the operating committee can be made by votes of the operating committee ranging from a simple majority for routine decisions to super majorities or unanimous
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requirements in the case of important decisions. Generally, to be approved, votes must include votes by nominees from at least two non-affiliated parties. The operators also maintain a joint account for the participants in the contract area, generally denominated in US dollars, in which the operator charges to the account expenses related to operating the contract area and credits to the account revenue received in connection with operating the contract area. For operating the contract areas, the operators may charge to the joint account their direct costs and expenditures incurred in connection with joint operations conducted, as well as indirect costs representing the cost of general assistance and support services it and its affiliate provide. The participants in each contract area must provide the relevant operator with monthly cash calls equivalent to their proportionate interest in the estimated monthly expense of operating the contract area. Petroleum operations other than operations pursuant to an approved development plan can be conducted unilaterally by any participant in a contract area as an exclusive operation. To undertake an exclusive operation, such an operation has to be properly proposed to the other parties to the contract area, who then have the ability to consent or not consent to the operation. All parties that consent to the operation will bear the costs of and own the interests in the operation in proportion to their respective participating interests. Non-consenting parties bear no costs and have no rights in relation to the operation. MARKETING ACTIVITIES AND CUSTOMERS We sell our oil and gas from our production in B8/32 and B9A in the Gulf of Thailand and from the Glagah-Kambuna TAC Indonesia, which we intend to relinquish shortly after this Offering. For a description of our sales and marketing in connection with these contract areas, see BusinessOur Contract AreasProducing Contract AreasBlock B8/32 and B9A, Gulf of ThailandSales and Marketing and BusinessOur Contract AreasContract Areas with Development Unclarified Other Activities and InterestsGlagah-Kambuna TAC, Offshore North Sumatra, Indonesia. The relevant operator of each of our contract areas is responsible for marketing all jointly marketed products. The prices we receive for our oil are primarily benchmarked to the price of Dubai Crude. The prices we receive are then adjusted for quality, transportation fees and regional price differences. The operator sells crude oil from B8/32 and B9A on the spot market and also pursuant to medium-term contracts typically up to one year in length, depending on market conditions. The operator sells condensate from the Glagah-Kambuna TAC under a long-term contract with Pertamina. We typically realize higher average sales prices per barrel from the Glagah-Kambuna TAC than from B8/32 and B9A due to the production from the Glagah-Kambuna TAC being condensate, which sells at a premium to crude oil. Our natural gas is sold in Thailand to PTT pursuant to a gas sales agreement where the base price in Baht per mmbtu is based on a formula that factors in the price of fuel oil in Singapore, the Thai Bahtto-US dollar exchange rate, the US Producer Price Index and the Thailand wholesale price index. In Indonesia, we signed long-term gas sales agreements with PLN and PNR for power generation. The gas price in the PLN contract was set at US$4.50 per mmbtu effective August 2009 and escalates at three per cent. per year. The gas price in the PNR contract was set at US$5.80 per mmbtu effective August 2009 and escalates at three per cent. per year. Although PTT, Pertamina, PLN and PNR contributed 100.0 per cent. to the Companys revenues for each of the years ended December 31, 2010, 2011 and 2012 and the three months ended March 31, 2013, in line with our accounting policy for joint operations (in the case of the Glagah-Kambuna TAC) and our accounting policy for a party to a joint arrangement (in the case of B8/32 and B9A), we recognize our Working Interest share of the sale of oil and gas in our financial statements from the joint interest accounts issued to us by the operators of the contract areas. As we are not the operator and in line with industry practice, we are not provided with a breakdown of our share of revenue by customer nor do we have the means to obtain such information.
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INSURANCE Insurance policies for a contract area are typically procured by the relevant operator on behalf of the joint-operations participants and maintained for the benefit of the joint account under the relevant JOA. For those blocks that we operate, our policy is to maintain insurance arrangements that comply with the insurance requirements of the jurisdictions in which we operate, currently Cambodian, Indonesian and Thai law. In line with this policy, our insurance (including that which the operators of the assets in which we have interests are required to maintain pursuant to the terms of relevant laws and the relevant JOA) currently includes coverage relating to damage cause by fire, lightning or explosion to properties, physical loss or damage to project property works, damage to drilling rigs and equipment, cost of well control, seepage, pollution, clean-up and contamination, re-drilling and restoration, damage in respect of cargo conveyance of materials, comprehensive general liability, and coverage for damage caused by earthquake. In addition, our insurance also provides coverage for personal accident and medical health. In Vietnam, we maintain the requisite social, health and job-loss insurance coverage for employees working at our office. Our Directors undertake regular review of the insurance adequacy on an annual basis and believe that our existing insurance coverage is adequate as of the Latest Practicable Date. Further, we believe that our existing insurance coverage is generally in line with industry standards in the countries where we operate. However, industry standards with respect to insurance coverage in Southeast Asia may differ from that which investors may be accustomed in other regions. See Risk FactorsRisks Relating to Our Business and OperationsOur insurance coverage may not cover all types of possible losses and may be insufficient to cover certain losses. COMPETITION The oil and gas industry is highly competitive in the search for, and acquisition of, assets, resources and licenses, the procurement of rigs and other production equipment, the production and marketing of oil and gas and in the recruitment and employment of qualified personnel. The primary areas in which we encounter substantial competition are in locating and acquiring desirable acreage for our drilling and development operations, locating and acquiring attractive contract areas, and obtaining equipment for drilling operations. In addition, we compete with oil and gas companies in the bidding for exploration and production licenses that are made available by governments or are for sale by third parties. In some jurisdictions in Southeast Asia, such as Malaysia, competitive bidding is the predominant method for acquiring contract areas. There is also competition between producers of oil and gas and other industries producing alternative energy and fuel. Although we compete with companies engaged in oil and gas activities within Southeast Asia, we also engage in joint operations with many of these companies through our farm-in, farm-out and resource sharing arrangements, which presents us with opportunities to collaborate for the procurement of acreage, resources and equipment. We compete with a substantial number of other companies that have greater resources than we do. Many of these companies explore for, produce and market oil and gas, carry on refining operations and market the resulting products on a worldwide basis. Our competitors include national oil and gas companies, major oil and gas companies and independent oil and gas companies. EMPLOYEES As of the Latest Practicable Date, we had 93 employees, of which 29 were in technical roles including geoscientists, petroleum engineers and operational specialists. As of the Latest Practicable Date, we have 34 employees in Singapore, 44 in Indonesia, seven in Thailand and eight in Vietnam.

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The following tables summarize the number of our employees by location and function as of December 31, 2010, 2011 and 2012 and March 31, 2013. Employees by Geographical Location
As of December 31, 2011 24 3 2 1 30 27 25 4 8 64 As of March 31, 2013 31 41 5 8 85 33 43 6 8 90

2010 Singapore ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indonesia ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thailand .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Vietnam ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

The increase in the number of our employees from 2010 to 2012 was due to the general expansion we have experienced since 2010. In particular, we acquired our entire interests in the Bulu PSC, East Muriah PSC, East Seruway PSC and Tanjung Aru PSC and a majority of our interest in the Kutai PSC in 2011, and our entire interest in the Udan Emas PSC in 2012, the appraisal of and work programs in which necessitated our hiring of employees in Indonesia. Similarly, we acquired our interests in Block 105 and Block 120 over the course of 2011 and 2012, which necessitated the hiring of employees in Vietnam. In accordance with applicable local laws, we provide for applicable pension, retirement and similar employee benefit contributions in respect of our employees. On April 8, 2013, we signed a SPA for the acquisition of 100.0 per cent. of the outstanding shares in TBL, which holds a 30.0 per cent. Working Interest and operatorship of Block 9 onshore Bangladesh. As of March 31, 2013, there were 22 permanent staff located in TBLs office in Dhaka and 44 permanent staff working in the Bangora field location. Employees by Function
As of December 31, 2011 14 5 2 9 30 23 12 2 27 64 As of March 31, 2013 27 18 3 37 85 28 20 3 39 90

2010 Technical ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. Administrative ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total .............. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2012

LEGAL PROCEEDINGS From time to time we, our subsidiaries and joint operations are party to, and our properties are the subject of, litigation, arbitration or administrative proceedings. However, we are not and have not been, and none of our subsidiaries or joint operations is or has been, a party to, nor has our property been the subject of, any legal or arbitration proceedings, including those which are pending or known to be contemplated, which we believe may have or which have had during the 12 months immediately preceding the date of lodgment of this offering document, a material adverse effect on our financial position or profitability, and, insofar as we are aware, no such legal or arbitration proceedings are pending or threatened. ENVIRONMENTAL, HEALTH, SAFETY AND SECURITY MATTERS We are committed to upholding procedures to protect the environment and enforce environmental, health, safety and security (EHSS) mechanisms through accountability at all levels, suitable policies, feedback and full compliance by each employee and contractor to all policies we develop. We require adherence to these policies as they are crucial elements for the sustainable development and continued success of our company. The purpose of our EHSS policies is to provide overall direction for our SMS. SMS is a company-wide system consisting of management, environment, health and safety hazard standards and procedures, which detail the requirements for effective environmental, personal and process safety practices required to achieve our EHSS policies. The policies demonstrate our commitment to strive for EHSS
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performance improvement and provide a framework for setting the overall EHSS objectives against which our performance is ultimately measured. Our Chief Executive Officer is responsible for approving, endorsing and signing policy documents and providing the necessary support to achieve the requirements of the EHSS policies. The Vice President Operations is responsible for the general management of EHSS polices, including the development and maintenance of draft policies and an annual review of those policies. In October 2012, our Singapore office was accredited with OHSAS 18001, an internationally recognized Occupation Health and Safety Assessment Series for health and safety management systems, and we are implementing additional measures for our Singapore office to become fully ISO 14001 certified by approximately mid-2013. It is our intention to undertake the auditing and accreditation processes at all of our offices in the near future, a process which we have already commenced in our Jakarta office. All of our EHSS policies and procedures are compliant with OHSAS 18001 requirements. Each of our subsidiaries, employees and direct contractors are made aware of and are required to comply with all of our EHSS policies, procedures and processes as well as applicable host country laws, regulations and requirements governing environmental protection and related issues. In a case where no host country regulations exist or a regulation is inadequate, we will employ best industry practices or accepted international standards. Our subsidiaries conduct all aspects of petroleum exploration and production operations. Each subsidiary complies with our corporate environmental policies and local environmental regulations in the planning of operational activities to minimize their impact on the environment and to conserve natural resources. Our subsidiaries are also responsible for communication of our activities to concerned individuals and groups and continuous improvement of activities via performance monitoring, audits, feedback and training. Mandatory adherence to these key principles ensures that each of our subsidiaries employees and contractors are aware of and fulfill their EHSS responsibilities in all operational and business activities. All contracting companies and individuals are required to comply with their own EHSS policies as well as those of our Company. We will not knowingly conduct business or contract with individuals or companies who cannot comply with our EHSS requirements. ANTI-BRIBERY AND ANTI-CORRUPTION We have issued policies and implemented internal procedures and measures designed to ensure compliance with applicable anti-bribery and anti-corruption laws and regulations, including the Foreign Corrupt Practices Act and the UK Bribery Act. As part of our compliance program, our employees receive regular briefings and annual training on our code of conduct and associated policies and expected standards of behavior. All directors and employees undergo, at a minimum, training that deals with fraud and corruption risks and receive briefings as needed in each office. The training and briefings are repeated annually as part of our ongoing compliance program. Consistent with our commitment to good governance, we have also instituted measures for our contractors, suppliers agents and partners to be familiar with our policies and act in accordance with our policies. CORPORATE SOCIAL RESPONSIBILITY Although our activities are mostly conducted offshore, we recognize that our activities are likely to affect nearby communities. We take our responsibilities towards local communities seriously and are committed to ensuring that our impact is positive. We believe that education empowers people, therefore we support various educational programs across Southeast Asia, and charities which specifically focus on the needs and development of children. Over the last three years, we have provided financial support to an Australian trust which runs orphanages in Cambodia, a scholarship program for impoverished girls to attend school in Thailand and several primary schools in Vietnam.
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Where appropriate, our community development programs are planned in consultation with local communities and authorities to provide practical and sustainable results. INTELLECTUAL PROPERTY We license from various host governments and third-party data providers digital geological and well data comprising in the aggregate over 1.5 million sq. km of seismic data throughout the entire Southeast Asia region from Myanmar in the west to Papua New Guinea in the east. The data includes base maps showing existing wells, fields and contract boundaries, seismic and well data, topographic and hydrographic basins, surface geology and regionally compiled basement structure. We use this data to aid in our evaluation of opportunities and our exploration efforts. Our business and profitability are not dependent on and we do not have any registered trademark or patent or any material intellectual property rights other than our data licenses. LEASES We lease the following premises for our operations.
Location UE Square #10-05/06/07/08 83 Clemenceau Avenue Singapore 239920 Area 872 sq. m Lease expiry January 31, 2016 with an option to extend for three years at a mutually agreed rental rate Until October 19, 2013 From October 19, 2013 until October 19, 2017 June 15, 2014 Annual Rent S$765,211 Lessor United Engineers Ltd

3rd Floor Talavera Office Park JI. TB Simatupang Kav 22-26 Jakarta Cilandak 12430 16th Floor Asia Centre, No. 173/16 South Sathorn Road Thungmahamek Sathorn, Bangkok 10120 Unit 2, 19F Bitexco Financial Tower 2 Hai Trieu Street, District 1 Ho Chi Minh City, Vietnam

601 sq. m

US$204,900 US$115,334 to US$129,751, plus Rp324,378,000(1) THB1,854,528

PT Wira Insani PT Grahalestari Ciptakencana City Realty Co. Ltd.

238 sq. m

209 sq. m

June 9, 2014 with an option to extend for one further term of three years

US$154,360

Binh Minh Import Export Production & Trade Co. Ltd

Note: (1) The rent on this unit is US$16.0 per square meter per month in year one, US$17.0 per square meter per month in years two and three and US$18.0 per square meter per month in year four. Our lease on this unit also requires us to pay a Rupiah denominated service fee each month.

RESEARCH AND DEVELOPMENT The nature of our business does not require us to carry out research and development, and we have not carried out any significant research and development in the last three fiscal years. SEASONALITY Seasonal weather conditions can limit our exploration, drilling and production activities and other oil and gas operations in certain areas. We typically do not experience and have not experienced any other significant seasonality in our business in the last three fiscal years.

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MANAGEMENT DIRECTORS Our Board of Directors is entrusted with the responsibility for our overall management and direction. The following table sets forth information regarding our Directors.
Name John William Gervase Honeybourne .. . . . . . . . . . . . . . Koh Tiong Lu John . . . . . . . . . . . Age 62 Address 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 Occupation Non-Executive Non Independent Chairman Lead Non-Executive Independent Director Executive Director and Chief Executive Officer Executive Director Date of Appointment as Director October 5, 2009

57

January 11, 2013

Keith Gordon Cameron . . . . . . .

66

October 5, 2009

Christopher GibsonRobinson ....... . . . . . . . . . . . . . Richard Allan Lorentz Jr. . . . .

59

October 5, 2009

57

Executive Director

October 5, 2009

Brooks Michael Shughart . . . .

36

Non-Executive Non Independent Director Non-Executive Non Independent Director Non-Executive Non Independent Director Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent Director

October 16, 2012

Choo Chiau Beng . . . . . . . . . . . . .

65

July 9, 2012

Loh Chin Hua .... . . . . . . . . . . . . .

52

July 9, 2012

Duane Carl Radtke . . . . . . . . . . . .

64

September 1, 2010

Jeffrey Saunders MacDonald .... . . . . . . . . . . . . . Tan Ek Kia ....... . . . . . . . . . . . . .

57

October 5, 2009

65

January 11, 2013

Experience of our Board of Directors Information on the key business and working experience of our Directors is set out below: John William Gervase Honeybourne (Will Honeybourne) is our Non-Executive Non-Independent Chairman and joined our Board of Directors in 2009. He is a Houston-based Managing Director of First Reserve, where his responsibilities include investment origination, structuring, monitoring and strategic growth assistance, with particular emphasis on the equipment, manufacturing and services sector, upstream oil and gas sector and international markets. From 1971 to 1993, Mr. Honeybourne worked for Baker Hughes, and was a Vice President and General Manager at INTEQ (1993) and President of EXLOG from 1990 to 1993. From 1993 to 1995, he was the President and Chief Executive Officer of Alberta-based Computalog. He was a Senior Vice President of Western Atlas International between 1996 and 1998. He joined First Reserve in 1999. Mr. Honeybourne now serves, or has previously served, on the boards of various oilfield services and exploration and production portfolio companies in the United States, the United Kingdom, Canada, Singapore and Brazil, Mr. Honeybourne was a Director of CNOOC Ltd., listed on The Stock Exchange of Hong Kong Limited between 2001 and 2002, and has been a Director of Exterran Holdings, listed on the New York
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Stock Exchange, since 2006. He holds a Bachelor of Science in Oil Technology from Imperial College, University of London and is a member of the Society of Petroleum Engineers and the Society of Exploration Geophysicists. Mr. Honeybourne is also a Director for the Petroleum Equipment Suppliers Association. Koh Tiong Lu John (John Koh) is our Lead Non-Executive Independent Director and joined our Board of Directors in 2013. He has over seven years of experience in investment banking and over 19 years in law. Mr. Koh was a Managing Director (2000-2003) and a Senior Advisor of the Goldman Sachs Group until 2006. Prior to joining Goldman Sachs in 1999, he served as a Deputy Public Prosecutor in the Singapore Attorney-Generals Chambers from 1980 until 1988, the last three years of which he also took the role of Deputy Director of the Commercial Affairs Department in the Ministry of Finance. Mr. Koh has practiced with Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York (1989-1991) and Milbank Tweed Hadley & McCloy LLP in Singapore (1991-1993), and was a founding partner of WongPartnership in 1994 before establishing his own firm J Koh & Co until his move to Goldman Sachs. From 2004 to 2006, Mr. Koh was a Non-Executive Independent Director of Pearl Energy. Mr. Koh serves on various boards of directors including NSL Ltd. (Singapore) and China Lumena New Materials Corp., which is listed on the Stock Exchange of Hong Kong Limited. He serves as the Chairman of the Audit Committees of both companies. Mr. Koh is a Non-Executive Director and a member of the Audit and Risk Committees of Mapletree Industrial Trust, a Singapore listed REIT. He is also a Director and Chairman of the Investment Committee of Mapletree Industrial Fund, a private real estate fund managed by the Mapletree group. He is a Director on Singapores National Library Board and on the Development Board of Oxford Universitys Bodleian Library. He holds Bachelor of Arts and Master of Arts degrees from the University of Cambridge, United Kingdom, and is a graduate of Harvard Law School. Keith Gordon Cameron (Keith Cameron) joined our Group on June 22, 2009 and is our Chief Executive Officer, Executive Director and a co-founder of our Group. He is a Chartered Accountant with 35 years of experience in the oil and gas industry, of which 25 years have been in Southeast Asia. Mr. Cameron joined Amoco Corporation in Bermuda in 1971 as an accountant. Between 1974 and 1987, he worked for Asamera Inc. in Bermuda, Singapore and Canada in various functions including Controller and Group Vice President Finance. From 1987 until 1999, he was the Chief Financial Officer and Vice President Finance for Gulf Indonesia Resources Ltd (Gulf Indonesia) in Indonesia formerly known as Asamera Group of Companies. In 1999, Mr. Cameron co-founded and was the Chief Executive Officer of Pacific East Asia Resources Pte. Ltd (Pacific Resources), which in 2003 was incorporated as Pearl Energy. Pearl Energy was publicly listed on the SGX-ST in 2005 and acquired by Aabar in 2006. He was appointed Special Advisor to Aabar until 2008 when Pearl Energy was acquired by Mubadala. He has been a registered Chartered Accountant since 1970 and is a Fellow of the Institute of Chartered Accountants of England and Wales. He is also a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of Alberta, Canada. Christopher Gibson-Robinson (Chris Gibson-Robinson) joined our Group on September 1, 2009 and is our Executive Director and a co-founder of our Group. He is our Director of Exploration & Production and is a petroleum geologist with more than 30 years of experience in the upstream oil and gas industry, largely in Asia, but also in the Middle East, Africa and South America. In 1978, Mr. Gibson-Robinson worked with Exploration Logging International Limited and consulted for a number of international oil companies before joining the Trend group of companies in 1985. In 1993, he became the President and co-owner of Far East Exploration Co. Ltd, and between 1995 and 1999 held positions as the Exploration & New Ventures Manager for Gulf Indonesia Resources Ltd and the General Manager for Premier Oil (Halmahera) Ltd. In 1999, he co-founded Pacific Resources, which in 2003 was incorporated as Pearl Energy, and as Chief Technical Officer he was responsible for all technical aspects of the companys exploration and production as well as for strategic planning. Following the acquisition of Pearl Energy by Aabar in 2006, he assumed the roles of Vice President Operations and Vice President New Ventures (Southeast Asia), and was a member of Aabars Senior Executive Team until 2008 when Pearl Energy was acquired by Mubadala. He holds a Master of Science in Marine Earth Science (Geology & Geophysics) from University College London and a Bachelor of Science and Associate Royal School of Mines degrees from Imperial College of Science
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and Technology, University of London. He is a Chartered Geologist and a Chartered Scientist, a Fellow of the Geological Society of London and a member of the Indonesian Petroleum Association the South East Asia Petroleum Exploration Society, the Geologists Association of United Kingdom and the Petroleum Exploration Society of Great Britain. Richard Allan Lorentz Jr. (Richard Lorentz) joined our Group on September 1, 2009 and is our Executive Director and a co-founder of our Group. He is our Director of Business Development and is a petroleum geologist with more than 30 years of experience in the upstream oil and gas industry. From 1988 to 1999, Mr. Lorentz was the Manager of the New Business Development department for Elf Aquitaine in Singapore, New Ventures & Exploration Manager for Gulf Indonesia and Senior Production Geologist for Asamera (South Sumatra) Ltd. Between 1980 and 1988, he worked for Oriental Petroleum and Minerals Corp in the Philippines as Senior Field Geologist, Funk Exploration Inc. in the United States as Senior Exploration Geologist and Exploration Manager at Anglo-Suisse (Pakistan) Inc. based in Karachi, Pakistan as Senior Explorationist. In 1999, he was Chief Business Development Officer and a co-founder of Pacific Resources, which in 2003 was incorporated as Pearl Energy, and was responsible for the strategic development of the groups worldwide portfolio. Following the acquisition of Pearl Energy by Aabar, Mr. Lorentz assumed the role of Vice President New Ventures & Corporate Relations and was a member of Aabars Senior Executive Team until 2008 when Pearl Energy was acquired by Mubadala. He holds a Master of Science (Geology) from the University of the Philippines and a Bachelor of Science (Geology) from Oklahoma State University. Mr. Lorentz is a member of the Indonesian Petroleum Association, American Association of Petroleum Geologists, Oklahoma Geological Society and the South East Asia Petroleum Exploration Society. Brooks Michael Shughart (Brooks Shughart) is our Non-Executive Director and joined our Board of Directors in 2012. He is a Houston-based Director of First Reserve, where his responsibilities include investment origination, structuring and monitoring with particular emphasis on the reserves sector. Prior to joining First Reserve, Mr. Shughart was an analyst with Donaldson, Lufkin & Jenrette/ Credit Suisse First Boston from 2000 to 2003. From 2003 to 2006, Mr. Shughart was an associate in the energy groups of Credit Suisse First Boston and Lazard Freres. From 2007 to 2009, he was a Vice President in the Mergers and Acquisitions Group of Credit Suisse. Mr. Shughart holds a Bachelor of Business Administration in Finance from The University of Texas at Austin. Choo Chiau Beng is our Non-Executive Director and joined our Board of Directors in 2012. Mr. Choo is the Chief Executive Officer of Keppel and is also the Chairman of Keppel Offshore & Marine Ltd., Keppel Land Limited and Keppel Energy Pte. Ltd. Mr. Choo sits on the Board of Directors of k1 Ventures Limited and is a board member of the Energy Studies Institute, a Board & Council member of American Bureau of Shipping and the Chairman of Det Norske Veritas South East Asia Committee. He was awarded the Colombo Plan Scholarship to study Naval Architecture at the Newcastle University, Newcastle upon Tyne, United Kingdom, and graduated with a Bachelor of Science (First Class Honors) in 1970 and a Master of Science degree in Naval Architecture in 1971. He attended the Program for Management Development at Harvard Business School in 1982 and is a Member of Wharton Society of Fellows, University of Pennsylvania. He is a member of the American Bureau of Shippings Southeast Asia Regional Committee, Special Committee on Mobile Offshore Drilling Units and Singapore University of Technology and Designs Board of Trustees. He was conferred the Public Service Star Award (BBM) in August 2004, The Meritorious Service Medal in 2008 and NTUC Medal of Commendation (Gold) Award in May 2007. Mr. Choo is Singapores Non-Resident Ambassador to Brazil. Loh Chin Hua is our Non-Executive Director and joined our Board of Directors in 2012. Mr. Loh is the Chief Financial Officer of Keppel. He is also Chairman of Alpha Investment Partners Limited (Alpha), the real estate fund management arm of Keppel Land. Mr. Loh has more than 25 years of experience in real estate investing and funds management spanning the United States, Europe and Asia. Prior to joining Alpha, he was Managing Director at Prudential Investment Management Inc., where he spearheaded the Asian real estate fund management business and was responsible for overseeing all investment and asset management activities for the real estate funds managed out of Asia. Mr. Loh started his career in real estate investment with the Government of Singapore
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Investment Corporation (GIC). He has held appointments in the San Francisco office and was head of the European real estate group in London before returning to head the Asian real estate group at GIC. He holds directorships in several companies within the Keppel Group including Keppel Shipyard Ltd., Keppel FELS Ltd., Keppel Offshore & Marine Ltd., Keppel Land Ltd, Keppel Land China Ltd., as well as various fund companies and subsidiaries. He is a Colombo Plan Scholar and holds a Bachelor in Property Administration from Auckland University as well as a Presidential Key Executive MBA from the Pepperdine University, California. He is a CFA charterholder and a Registered Valuer from the New Zealand Institute of Valuers. Duane Carl Radtke (Duane Radtke) is our Non-Executive Independent Director and joined our Board of Directors in 2010. He is President and Chief Executive Officer of Valiant Exploration LLC and serves on the boards of Devon Energy Corporation, which is listed on the New York Stock Exchange, and Sabine Oil & Gas LLC (formerly NFR Energy LLC) of which he became Chairman in 2009. He began his career in the energy industry in 1971 as an engineer for Texas Pacific Oil Company. Following the merger of Devon Energy Corporation and Santa Fe Snyder in 2000, Mr. Radtke served as President of Devon Energy Corporations international division from 2000 until joining Dominion Resources Inc. in 2001. From 2001 to 2007, he held the position of President and Chief Executive Officer of Dominion Exploration and Production, a subsidiary of Dominion Resources Inc. He holds a Bachelor degree in mining engineering from the University of Wisconsin in the United States. Jeffrey Saunders MacDonald (Jeff MacDonald) is our Non-Executive Independent Director and joined our Board of Directors in 2009. He is a Non-Executive Director of Empire Oil and Gas, an Australian public exploration and production company. From 1978 to 1995, he was the Managing Director at Production Testing Services, primarily managing Russia and the Middle East, and an engineer and project manager with Conoco Inc. in London, Dubai and Houston. Between 1995 and 2000, he was the Managing Director & Chairman at Blackwatch Petroleum Services Ltd., an international exploration and production consultancy. In 2000, he served as the Managing Director at Highland Energy Limited, a United Kingdom independent exploration and production company. He was the Chief Executive Officer between 2003 and 2005 at Caledonia Oil and Gas Limited, also a United Kingdom independent exploration and production company. He spent two and a half years with First Reserve as a Managing Director in London from 2007 and 2009, where he oversaw investment origination, structuring, execution, monitoring and exit strategy, with particular emphasis on the oil and gas reserves sector. He holds a Bachelor of Science (Hons) in Civil Engineering from Glasgow University. Tan Ek Kia is our Non-Executive Independent Director and joined our Board of Directors in 2013. From 1978 to 2006, he held various positions in Shell and its entities. He was a design and construction engineer with Brunei Shell from 1973 to 1978. Between 1978 and 1987, he was with Sarawak Shell Berhad and held positions including Facilities Engineer, Project Manager and the Head of Technical Audit and Safety. Mr. Tan was the Business Liaison Officer for Europe production operations with Shell International from 1987 until 1990. He returned to Sarawak Shell Berhad in 1990 as the Operations Director and became the Managing Director 1994-1997, responsible for the exploration and production business of Sarawak Shell Berhad and Sabah Shell. Between 1997 and 2000, he was appointed Managing Director of Shell Nanhai Ltd. based in Beijing, and became Chairman of Shell North East Asia, responsible for coordinating cross business and cross country strategies and management of senior country relationships, a role he held from 2000 until 2003. From 2003 to 2006, he was the Vice President of Shell Chemicals based in Singapore with responsibility for petrochemical ventures and developments in the Asia-Pacific and Middle East regions. Mr. Tan holds a Bachelor of Science (Hons) in Mechanical Engineering from the University of Nottingham, United Kingdom and is a Fellow with the Institution of Engineers, Malaysia. ADVISOR TO OUR BOARD
Name Keith James Pringle . . . . . . . . . . . . Age 54 Address 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 Position Technical Advisor to the Board

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Keith James Pringle (Keith Pringle) is our Technical Advisor to our Board of Directors. He was a Non-Executive Director of KrisEnergy from 2009 until August 2010. Mr. Pringle was appointed a Non-Executive Director of Delta Energy in 2012. He was a Non-Executive Director of Remora Energy, an independent oil and gas company with operations in Colombia from 2007 to 2012, and he also advises a number of exploration and production companies on strategy and technical matters. Mr. Pringle spent, from 2007 to 2009, with First Reserve and was a Director based in London. His responsibilities included investment origination, structuring, execution, monitoring and exit strategy, with particular emphasis on the reserves sector. Prior to joining First Reserve, he served as an Executive Director at Caledonia Oil and Gas Limited from 2004 to 2006 and at Highland Energy Limited from 2000 to 2003. Before founding Highland Energy Limited, Mr. Pringle was an Executive Director at Blackwatch Petroleum Services Ltd. from 1994 to 1999. Other previous experience includes the role of Senior Reservoir Engineer for Clyde Petroleum Plc from 1990 to 1994 and Conoco Inc. from 1984 to 1990. Mr. Pringle holds a Bachelor of Science (Hons) in Geology from University of Edinburgh and a Master of Science in Petroleum Engineering from University of Strathclyde. He is a member of the Society of Petroleum Engineers. Independent Directors One of the key roles of the directors of our Company, including our Independent Directors, is to formulate our strategic direction to achieve our business objectives. We seek to appoint to our Board of Directors persons who have distinguished themselves in their respective fields and who are able to contribute to our business objectives. Management Reporting Structure The management and reporting structure reflecting the reporting lines and functional responsibilities of our Executive Directors and Executive Officers are set out in the chart below.
KrisEnergy Ltd. Board of Directors

Corporate Secretary Vice President Legal Kelvin Tang

Chief Executive Officer Executive Director Keith Cameron

Chief Financial Officer Vice President Finance Kiran Raj

Chief Strategy Officer Vice President Treasury Stephen Clifford

Executive Director Director of Business Development Richard Lorentz

Executive Director Director of Exploration and Production Chris Gibson-Robinson

Indonesia Thailand Vietnam

Corporate Finance

Group Accounting Manager

General Manager Investor Relations and Corporate Communications Tanya Pang

Vice President Technical Michael Whibley

Vice President Exploration James Parkin

Vice President Operations Brian Helyer

Vice President Engineering Tim Kelly

Vice President Drilling John Bujnoch

Indonesia Finance Administration

Thailand Finance Administration

Vietnam Finance Administration

Vice President Business Development Chris Wilson

Chief Geophysicist

Geoscientists

Petroleum Engineers

Project Planning

Environmental Health, Safety and Security

Indonesia Operations

Vietnam Operations

Thailand Operations

...... } indirect report (they report to country heads)

} direct report line

Independence of our Independent Directors The Singapore Code of Corporate Governance (the Code of Corporate Governance) recommends that there should be a strong and independent element on the board of directors which is able to exercise objective judgment on corporate affairs independently, in particular, from the management of
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the company and any person who has an interest in not less than 10.0 percent of the voting shares, excluding treasury shares, in the company (the 10.0 per cent. Shareholder). Under the Code of Corporate Governance, an independent director is defined as one who has no relationship with the listed company (the Listco), its related companies, its 10.0 per cent. Shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the directors independent business judgment with a view to the best interests of the Listco. Examples of relationships which deem a director not to be independent, include: (a) (b) a director being employed by the Listco or any of its related companies for the current or any of the past three financial years; a director who has an immediate family member who is, or has been in any of the past three financial years, employed by the Listco or any of its related companies as a senior executive officer whose remuneration is determined by the remuneration committee; a director, or an immediate family member, accepting any significant compensation from the Listco or any of its related companies for the provision of services, for the current or immediate past fiscal year, other than compensation for board service; a director, (i) (ii) who, in the current or immediate past financial year, is or was; or whose immediate family member, in the current or immediate past financial year, is or was,

(c)

(d)

a 10.0 per cent. Shareholder of, or a partner in (with 10.0 per cent. or more stake), or an executive officer of, or a director of, any organization to which the Listco or any of its subsidiaries made, or from which the company or any of its subsidiaries received, significant payments or material services (which may include auditing, banking, consulting and legal services), in the current or immediate past financial year. As a guide, payments aggregated over any financial year in excess of S$200,000 should generally be deemed significant; (e) (f) a director who is a 10.0 per cent. Shareholder or an immediate family member of a 10.0 per cent. Shareholder of the Listco; or a director who is or has been directly associated with a 10.0 per cent. Shareholder of the Listco, in the current or immediate past financial year.

Present and past principal directorships of our Directors and our Executive Officers The present and past principal directorships held by our Directors and our Executive Officers in the last five years preceding the date of this offering document are set out in Appendix GList of Present and Past Principal Directorships. Interests in Shares As of the date of this offering document, Keith Cameron, Richard Lorentz, Duane Radtke and Chris Gibson-Robinson each hold indirect interests in our Shares, and Jeff MacDonald holds direct interests in our Shares. Keith Cameron, Richard Lorentz and Chris Gibson-Robinson each hold their interests in our Shares through their equal (one-third each) holdings in CKR Resources (B.V.I.) Ltd (CKR), and Duane Radtke holds his interest in our Shares through his holdings in Radtke Investments L.P. For further details as to our Directors interests in our Shares, see Share Capital and Shareholders Ownership Structure.

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Service Agreements Service Agreement with Mr. Cameron On June 22, 2009, we entered into a service agreement with our Chief Executive Officer and Executive Director, Mr. Cameron. The following is a summary of Mr. Camerons service agreement. Mr. Camerons service agreement provides that his employment shall continue (subject to earlier termination as provided in the agreement) for a period of one year from the commencement date on June 22, 2009 following which the service agreement is automatically extended for further terms of one year. We may terminate Mr. Camerons service agreement by written notice immediately if he commits certain acts of default described in the service agreement, including engagement in fraudulent activity and misconduct which caused or is reasonably likely to cause a material financial loss to a Group company as well as any act of gross negligence, gross incompetence or any dishonesty. Mr. Cameron is subject to certain restrictions up to a period of one year following any termination of his appointment under the service agreement, including restrictions against his employment in, carrying on, or providing advice to any person engaged in, any business within Asia and any other territory in which we or our associated companies have substantial business dealings from time to time, which is in competition with our business, in consideration of which Mr. Cameron will be entitled to a years salary. Mr. Cameron is only entitled to the years salary if his employment is terminated (i) by him on good terms as contemplated in the service agreement (ii) by us without employer cause, (iii) by his death or (iv) by his permanent disability, and provided that he adheres to the non-competition obligations for the year. Service Agreement with Mr. Gibson-Robinson On September 1, 2009, we entered into a service agreement with our Executive Director, Mr. GibsonRobinson. The following is a summary of Mr. Gibson-Robinsons service agreement. Mr. Gibson-Robinsons service agreement provides that his employment shall continue (subject to earlier termination as provided in the agreement) for a period of one year from the commencement date on September 1, 2009 following which the service agreement is automatically extended for further terms of one year. We may terminate Mr. Gibson-Robinsons service agreement by written notice immediately if he commits certain acts of default described in the service agreement, including engagement in fraudulent activity and misconduct which caused or is reasonably likely to cause a material financial loss to a Group company as well as any act of gross negligence, gross incompetence or any dishonesty. Mr. Gibson-Robinson is subject to certain restrictions up to a period of one year following any termination of his appointment under the service agreement, including restrictions against his employment in, carrying on, or providing advice to any person engaged in, any business within Asia and any other territory in which we or our associated companies have substantial business dealings from time to time, which is in competition with our business, in consideration of which Mr. GibsonRobinson will be entitled to a years salary. Mr. Gibson-Robinson is only entitled to the years salary if his employment is terminated (i) by him on good terms as contemplated in the service agreement (ii) by us without employer cause, (iii) by his death or (iv) by his permanent disability, and provided that he adheres to the non-competition obligations for the year. Service Agreement with Mr. Lorentz On September 1, 2009, we entered into a service agreement with our Executive Director, Mr. Lorentz. The following is a summary of Mr. Lorentzs service agreement. Mr. Lorentzs service agreement provides that his employment shall continue (subject to earlier termination as provided in the agreement) for a period of one year from the commencement date on September 1, 2009 following which the service agreement is automatically extended for further terms of one year. We may terminate Mr. Lorentzs service agreement by written notice immediately if he commits certain acts of default described in the service agreement, including engagement in fraudulent
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activity and misconduct which caused or is reasonably likely to cause a material financial loss to a Group company as well as any act of gross negligence, gross incompetence or any dishonesty. Mr. Lorentz is subject to certain restrictions up to a period of one year following any termination of his appointment under the service agreement, including restrictions against his employment in, carrying on, or providing advice to any person engaged in, any business within Asia and any other territory in which we or our associated companies have substantial business dealings from time to time, which is in competition with our business, in consideration of which Mr. Lorentz will be entitled to a years salary. Mr. Lorentz is only entitled to the years salary if his employment is terminated (i) by him on good terms as contemplated in the service agreement (ii) by us without employer cause, (iii) by his death or (iv) by his permanent disability, and provided that he adheres to the non-competition obligations for the year. Term of Office Save in respect of the appointments of Mr. Cameron, Mr. Gibson-Robinson and Mr. Lorentz, with whom we have entered into service agreements as described above, our Directors do not have fixed terms of office. Each Director is required to retire from office once every three years and for this purpose, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) is required to retire from office by rotation and will be eligible for re-election at that annual general meeting (the Directors so to retire being those longest in office). Employment Terms Other than Mr. Cameron, Mr. Gibson-Robinson and Mr. Lorentz with whom we have entered into service agreements, our key management are employed under employment contracts, which generally stipulate remuneration terms, entitlement to leave and other benefits consistent with our prevailing policies. Employees are bound by confidentiality obligations. The notice period for termination of employment of key management ranges from one to six months, given either by the employee or us. We may also terminate the employment of key management by giving salary in lieu of notice, as well as terminate the employment of key management for cause, without notice. There are no existing or proposed service contracts entered into or to be entered into by our Company or any of our subsidiaries with any of our Directors which provide for compensation in the form of stock options, or pensions, retirement or other similar benefits, or other benefits, upon the termination of the employment. Reserved Shares Subject to compliance with applicable laws and regulations, Offering Shares will be reserved for allocation and allotment to our employees, directors, business associates and others who have contributed to our success. The allocation of the Reserved Shares among our employees, directors, business associates and others who have contributed to our success will be based on years of service, designation and individual performance. We believe that having an ownership interest in our Company will provide our key management staff with more incentives to create value for and align their interests with our shareholders. CORPORATE GOVERNANCE Our Directors recognize the importance of corporate governance and the maintenance of high standards of accountability to our shareholders. The Code of Corporate Governance recommends that the roles of chairman and chief executive officer be separated, to ensure an appropriate balance of power and increased accountability to shareholders. Our Board has established three committees: (i) the Audit Committee; (ii) the Nominating Committee; and (iii) the Remuneration Committee.
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Audit Committee Our internal policy requires the Audit Committee to have at least three members, all of whom have to be non-executive and the majority of whom, including the Chairman, have to be independent. Under our Audit Committees terms of reference, our Audit Committee should have broad business experience, knowledge of our operations, finance and auditing procedures with at least two members having recent and relevant accounting or related financial management expertise or experience. Our Audit Committee will have explicit authority to investigate any matter within its terms of reference, full access to and co-operation by our management and full discretion to invite any director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly. Our Audit Committee comprises five members, namely John Koh, Tan Ek Kia, Duane Radtke, Brooks Shughart and Loh Chin Hua. The Chairman of our Audit Committee is John Koh. Our Audit Committee is required to meet at least four times a year to perform functions such as: (a) (b) review all of our financial information and any public financial reporting with our management and external auditors for submission to the Board; review the significant financial reporting issues and judgments so as to ensure the integrity of the financial statements of our Company and any announcements relating to our Companys financial performance; review together with external auditors, their audit plan, audit report, management letter and the responses which the external auditors have received from our management on difficulties which they have encountered with our management in the course of their audit; review with external and internal auditors and reporting to our Board at least annually the adequacy and effectiveness of our internal control system, including financial, operational, compliance and information technology controls (such review can be carried out internally or with the assistance of any competent third parties); review with internal auditors, the program, scope and results of the internal audit and our managements response to their findings to ensure that appropriate follow-up measures are taken; review the effectiveness of our internal audit function; review the scope and results of the external audit, and the independence and objectivity of the external auditors; review with external auditors the impact of any new or proposed changes in accounting principles or regulatory requirements on our financial information; review interested person transactions for potential conflicts of interest as well as all conflicts of interests to ensure that proper measures to mitigate such conflicts of interests have been put in place (see the Interested Person Transactions and Conflicts of InterestsReview Procedures for Future Interested Person Transactions); assess the suitability of an accounting firm as external auditors and recommend to our Board the appointment or re-appointment of such external auditors for the coming year, approve their compensation as negotiated by our management and to review and approve their discharge; review filings with the SGX-ST or other regulatory bodies which contain our financial information and ensure proper disclosure; commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity or failure of internal controls or infringement of any law, rule
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(c)

(d)

(e)

(f) (g) (h) (i)

(j)

(k) (l)

and regulation which has or is likely to have a material impact on our operating results and/or financial position; (m) (n) review risk management policies and guidelines and monitor compliance therewith; review policy and arrangements by which our staff and any other persons may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that arrangements are in place for such concerns to be raised and independently investigated, and for appropriate follow-up action to be taken; review and approve all hedging policies and types of hedging instruments to be implemented by us, if any; report to the Board the work performed by the Audit Committee in carrying out its functions; monitor the investments in our customers, suppliers and competitors made by our Directors, controlling shareholders and their respective associates who are involved in the management of or have shareholding interests in similar or related business of our Company and make assessments on whether there are any potential conflicts of interests; and undertake generally such other functions and duties as may be required by law or the Listing Manual, and by amendments made thereto from time to time.

(o) (p) (q)

(r)

All decisions at any meeting of the Audit Committee shall be decided by a majority of votes of the members present and voting and such decision shall at all times exclude the vote, approval or recommendation of any member who has a conflict of interest in the subject matter under consideration. Apart from the duties listed above, the Audit Committee is required to discuss matters which may involve any suspected fraud or irregularity, or suspected infringement of any law, rule or regulation which has or is likely to have a material impact on our operating results or financial position with external auditors and report such matters to the Board at an appropriate time. Our Board, after making all reasonable enquiries, with the concurrence of our Audit Committee, is of the opinion that our internal controls are adequate to address the financial, operational and compliance risks. Our Audit Committee will appoint a third-party professional firm to review our internal control processes and procedures after we are listed on the Main Board of the SGX-ST. In addition, all future transactions with related parties shall comply with the requirements of the Listing Manual. As required by paragraph 1(9)(e) of Appendix 2.2 of the Listing Manual, our Directors shall abstain from voting in respect of any contract or arrangement or proposed contract or arrangement in which he has directly or indirectly a personal material interest. Our Audit Committee is supported by our Chief Financial Officer, who is the most senior corporate officer in charge of the accounting and finance functions of our Group. As of the Latest Practicable Date, 21 qualified and experienced finance and accounting professionals and support staff report to our Chief Financial Officer. Our Chief Financial Officer is supported by our Vice President of Treasury, Mr. Stephen Clifford (who also reports to our Chief Executive Officer in his dual capacity as Chief Strategy Officer) and senior members of the accounting and finance team within each of our offices in Singapore, Indonesia, Vietnam and Thailand, including our (i) Group Accounting Manager, based in Singapore who is a qualified Certified Public Accountant and has over nine years accounting and finance experience; (ii) Senior Finance Manager, based in Jakarta, Indonesia and is a qualified Chartered Accountant with over 33 years accounting and finance experience, primarily in the oil and gas industry; (iii) Finance and Administration Manager, based in Ho Chi Minh City, Vietnam and is a holder of a Bachelor degree in Accounting and Certificate of Chief Accountant from the Vietnam Ministry of Finance and possess over 12 years oil and gas accounting and finance experience; and (iv) General Manager, based in Bangkok, Thailand and is a Master of Business Administration graduate with over 16 years accounting and finance experience, predominantly in the oil and gas industry.
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Our Audit Committee, after having: (a) conducted interviews with our Chief Financial Officer; (b) considered the qualifications and past working experience of our Chief Financial Officer (as described in the section entitled Executive Officers); (c) noted our Chief Financial Officers abilities, familiarity and diligence in relation to our financial matters and information; (d) noted the absence of negative feedback on our Chief Financial Officer from Ernst & Young LLP, our Reporting Accountants and Auditors; and (e) made all reasonable enquiries, and to the best of its knowledge and belief, is of the view that our Chief Financial Officer has the requisite competence, character and integrity expected thereof. Mr. Kiran Raj, our Chief Financial Officer, has confirmed he is adequately familiar with the Companys finance and accounting functions and internal control systems of our Group. Nominating Committee Our internal policy requires the Nominating Committee to have at least three members, of whom the majority has to be independent, including the Chairman. Our Nominating Committee comprises Tan Ek Kia, John Koh, Duane Radtke, Jeff MacDonald, Will Honeybourne and Choo Chiau Beng. The Chairman of our Nominating Committee is Tan Ek Kia. The Nominating Committee is responsible for matters such as: (a) review and recommend candidates for appointments to our Board and Board committees (excluding the appointment of existing members of our Board to each of the Audit Committee, the Nominating Committee and the Remuneration Committee for the purposes of the initial establishment of such Board committees), as well as candidates for senior management staff, who are not also candidates for appointment to our Board; develop of a process for evaluation of the performance of our Board, our board committees and our Directors; review and recommend nomination for re-appointment or re-election or renewal of appointment of our Directors; review and recommend candidates to be our nominees on the boards and board committees of the listed companies and entities within our Group; review of board succession plans for our Directors, in particular, the chairman and the chief executive officer; review of training and professional development programs for our Board; determine independence of our Directors; review the participation (whether by way of obtaining an interest in or taking a board seat or otherwise) by each Independent Director in any competing businesses and take into account such matters in the re-appointment or re-election or renewal of appointment of such Independent Director; and undertake generally such other functions and duties as may be required by law or the Listing Manual, and by amendments made thereto from time to time.

(b) (c) (d) (e) (f) (g) (h)

(i)

Each member of the Nominating Committee is required to abstain from voting, approving or making a recommendation on any resolutions of the Nominating Committee in which he has a conflict of interest in the subject matter under consideration.

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Nominating Committees view of our Independent Directors The Nominating Committee, having taken into consideration the following: (a) (b) (c) (d) the number of listed company directorships by each of our Independent Directors; the principal commitments of our Independent Directors; the confirmations by our Independent Directors stating that they are each able to devote sufficient time and attention to the matters of the Company; the confirmations by our Independent Directors that each of them is not accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of any controlling shareholder of the Company, has no relationship with the Company, its related corporations or with any directors of these corporations, its 10.0 per cent. Shareholders or its officers that could interfere or be reasonably perceived to interfere, with the exercise of his or her independent business judgment with a view to the best interests of the Company; our Independent Directors working experience and expertise in different areas of specialization; and the composition of the Board,

(e) (f)

is of the view that (a) each of our Independent Directors is individually and collectively able to devote sufficient time to the discharge of their duties and are suitable and possess relevant experience as Independent Directors of our Company and (b) our Independent Directors, as a whole, represent a strong and independent element on the Board which is able to exercise objective judgment on corporate affairs independently from the controlling shareholders. Remuneration Committee Our internal policy requires the Remuneration Committee to have at least three members, all of whom have to be non-executive and a majority of whom have to be independent, including the Chairman. Our Remuneration Committee comprises Jeff MacDonald, John Koh, Duane Radtke, Brooks Shughart and Loh Chin Hua. The Chairman of our Remuneration Committee is Jeff MacDonald. Our Remuneration Committee is responsible for the performance of the duties and responsibilities such as: (a) review and approve our policy for determining the remuneration of our executives including that of our chief executive officer and other key management executives (collectively, the Senior Management Executives); review the on-going appropriateness and relevance of our executive remuneration policy and other benefit programs; consider, review and approve and/or vary (if necessary) the entire specific remuneration package and service contract terms for each Senior Management Executive (including directors fees, salaries, allowances, bonuses, payments, options, share-based incentives and awards, benefits in kind, retirement rights, severance packages and service contracts) having regard to the executive remuneration policy for each of the companies within our Group; consider and approve termination payments, retirement payments, gratuities, ex-gratia payments, severance payments and other similar payments to members of the Board and key/senior executives, including the Chief Executive Officer; review and approve the design of all option plans, stock plans and/or other equity based plans; determine each year whether awards will be made under each of our equity-based plans; review and approve each award as well as the total proposed awards under each plan in accordance with the rules governing each plan;
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(b) (c)

(d)

(e) (f) (g)

(h) (i) (j) (k)

review, approve and keep under review performance hurdles and/or fulfillment of performance hurdles for each of our equity-based plans; approve the remuneration framework (including directors fees) for our non-executive Directors on the relevant boards of directors within our Group; review succession plans for Senior Management Executive positions; and review with Senior Management Executives the development of our key executives and talented executives.

All decisions at any meeting of the Remuneration Committee shall be decided by a majority of votes of the members present and voting and such decision shall at all times exclude the vote, approval or recommendation of any member who has a conflict of interest in the subject matter under consideration. EXECUTIVE OFFICERS Our Executive Officers are responsible for our day-to-day management and operations as well as the implementation and execution of our operational policies. The Executive Officers comprises 13 members. The following table sets forth information regarding our Executive Officers.
Name Keith Cameron ... . . . . . . . . . . . . . . . . . . . . . . . . Age 66 Address 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 83 Clemenceau Avenue #10-05 UE Square Singapore 239920 Position Chief Executive Officer

Chris Gibson-Robinson . . . . . . . . . . . . . . . . .

59

Director of Exploration and Production

Richard Lorentz ... . . . . . . . . . . . . . . . . . . . . . . .

57

Director of Business Development

Kiran Raj ......... . . . . . . . . . . . . . . . . . . . . . . . .

40

Chief Financial Officer and Vice President Finance Chief Strategy Officer and Vice President Treasury Vice President Legal

Stephen James Clifford . . . . . . . . . . . . . . . . .

53

Tang Chih Hao Kelvin . . . . . . . . . . . . . . . . . .

38

James Nigel Parkin . . . . . . . . . . . . . . . . . . . . . .

55

Vice President Exploration

Timothy Shawn Kelly . . . . . . . . . . . . . . . . . . .

54

Vice President Engineering

Michael David Whibley . . . . . . . . . . . . . . . . .

54

Vice President Technical

Christopher Robertson Wilson . . . . . . . . .

42

Vice President Business Development

John Anton Bujnoch, Jr. . . . . . . . . . . . . . . . .

62

Vice President Drilling

Brian Helyer ..... . . . . . . . . . . . . . . . . . . . . . . . .

55

Vice President Operations

Tanya Pang ........ . . . . . . . . . . . . . . . . . . . . . . .

47

General Manager Investor Relations & Corporate Communications

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Experience of our Executive Officers Information on the key business and working experience of our Executive Officers (other than Mr. Cameron, Mr. Gibson-Robinson and Mr. Lorentz whose business and working experience are described above) is set out below: Kiran Raj joined our Group on March 1, 2013 and is our Chief Financial Officer and Vice President of Finance and a qualified Chartered Accountant with the Institute of Chartered Accountants in Australia. Prior to joining our Group, he was a business analyst with an Australian aerospace firm from 1994 to 1996. From 1996 to 2000, he was an integral senior member of the Corporate and Business Services division of the international chartered accounting firm, Moore Stephens LLP. He then joined CLSA Merchant Bankers Limited (CLSAMB) in 2000, where he led CLSAMBs Southeast Asian investment banking execution business and was the Director of Investment Banking and a member of the board of directors of CLSAMB, the entity regulated by the Monetary Authority of Singapore till 2007. From 2007 to 2008, he was an equities sales trader with CLSA Singapore Pte. Ltd. In 2009, he founded, and was Chief Executive Officer of, Brighton Capital Advisors Pte Ltd, a corporate finance firm based in Singapore which had a primary focus on the oil and gas sector. He holds a Bachelor of Commerce majoring in Accounting and Finance from Monash University, Australia. Stephen James Clifford (Stephen Clifford) joined our Group on August 1, 2009 and is our Chief Strategy Officer and Vice President Treasury. A Chartered Certified Accountant, Mr. Clifford has more than 20 years of experience in the oil and gas industry worldwide. Prior to joining our Group in 2009 as Chief Financial Officer, Mr. Clifford was with Pearl Energy as Chief Financial Officer, during which he also served as Group Financial Controller for the upstream division of Pearl Energys parent company, Mubadala, from 2007 to 2009. From 1989 to 2007, he served in various financial management and controller roles with Haliburton Company in Europe, the Middle East, Africa, Asia and the United States. He is also a Certified Compliance Officer (2009) and holds a Bachelor of Arts in Business Studies from The Hatfield University, United Kingdom. Tang Chih Hao Kelvin (Kelvin Tang) joined our Group on August 1, 2009 and is our Vice President Legal. He is responsible for the legal and regulatory functions of the Group. Prior to joining our Group, Mr. Tang was General Counsel for Aabar, which acquired Pearl Energy, based in Abu Dhabi between 2007 and 2009. Between 2005 and 2008, Mr. Tang was General Counsel and Company Secretary at Pearl Energy. Between 2003 and 2004, he was a Legal Associate at Wong Partnership and Clifford Chance Wong (a joint law venture between Wong Partnership LLP and Clifford Chance Pte Ltd), an Associate Director (Legal) at Temasek Holdings Pte. Ltd. in 2002 and a Legal Associate in the Technology Practice Group of Rajah & Tann LLP from 2000 to 2002. Mr. Tang holds a Bachelor of Law from the National University of Singapore and is an Advocate and Solicitor of the Supreme Court of Singapore. He is a member of the Association of International Petroleum Negotiators. James Nigel Parkin (James Parkin) joined our Group on September 23, 2009 and is our Vice President Exploration. He has more than 30 years of experience in the oil and gas exploration and production sector, of which he has spent more than 25 years in Southeast Asia. Mr. Parkin held the position of Regional Vice President, Southeast Asia (acting) at Pearl Energy from 2008 to 2009. Between 2003 and 2009, he was the Corporate Exploration Manager at Pearl Energy. Mr. Parkin began his career in 1979 as a Mudlogger and later as a Wellsite Geologist with Exploration Logging International. From 1986 to 1990, he worked at British Gas as their Operations Geologist. In 1990, he moved to Indonesia and worked as a Senior Geologist with Petromer Trend from 1990 to 1993. He was a Senior Exploration Geologist in Union Texas Petroleum for the years 1993 to 1997 and at Far East Exploration Co. Ltd. from 1997 to 1998. From 1998 to 2003, he worked as Senior Geologist and then Team Leader East Java at Gulf Indonesia/Conoco/ConocoPhillips. Mr. Parkin holds a Bachelor of Science (Hons) in Geology from the University of Sheffield and a Master of Science in Petroleum Geology from Imperial College of Science and Technology, University of London. He is a member of the South East Asia Petroleum Exploration Society, Indonesian Petroleum Association and the Petroleum Exploration Society of Great Britain.
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Timothy Shawn Kelly (Tim Kelly) joined our Group on September 1, 2009 and is our Vice President Engineering. He has more than 30 years of experience in the oil industry with the last 23 years spent in Southeast Asia, during which he has been involved in the appraisal and development of new fields and the reservoir and production management of mature fields. Mr. Kelly was appointed Corporate Petroleum Engineering Manager with Pearl Energy from 2003 to 2009 based in Singapore and was involved in projects in Indonesia, Philippines, Thailand and Vietnam. Between 1996 and 2003, Mr. Kelly was based in Jakarta as Engineering Manager with Clyde Petroleum and Gulf Indonesia, and as DST Specialist with ExxonMobil. From 1985 until 1996, he was an Engineering Manager with Marathon Oil with postings in Houston, US and Jakarta, Indonesia. He began his career in 1981 with Phillips Petroleum as a Drilling & Reservoir Engineer working in the United States and Singapore. He holds a Bachelor of Science in Petroleum Engineering from the Colorado School of Mines. Mr. Kelly is a member of the Society of Petroleum Engineers and the South East Asia Petroleum Exploration Society. Michael David Whibley (Michael Whibley) joined our Group on October 8, 2009 and is our Vice President Technical. He is a geologist with over 30 years of management, operational and interpretive experience in exploration and development projects and new business development. He has been based in Southeast Asia for the last 20 years. Prior to joining KrisEnergy, Mr. Whibley held exploration, country manager and technical roles with Pearl Energy, Aabar and Mubadala, respectively, in Singapore between 2006 and 2009. Mr. Whibley served as a Consultant, Subsurface Manager at Amerada Hess, Indonesia between 2003 and 2006, the Exploration Manager (East Java) at Santa Fe Energy, Devon Energy and PetroChina between 1998 to 2003 as well as Exploration Manager at Santos Ltd. in Indonesia from 1997 to 1998. He was also the Senior Geologist at Bond Energy Resources Ltd. (Australia), the Senior Explorationist at Hadson Petroleum Ltd. (Australia) and the Chief Geologist and General Manager at Apache Corporation (Indonesia) between 1986 and 1997. Between 1983 and 1985, he was the Geologist in Occidental Petroleum, and between 1980 and 1983, he was the Geologist/Staff Geologist at Phillips Petroleum in Australia. Mr. Whibley holds a Bachelor of Science (Hons) in Geology from the University of Western Australia. He is a member of the Indonesian Petroleum Association and South East Asian Exploration Society. Christopher Robertson Wilson (Chris Wilson) joined our Group on August 17, 2009 and is our Vice President Business Development. He is responsible for origination and the execution of corporate and asset acquisitions and in particular, the valuation of new business opportunities. Prior to joining the Company, Mr. Wilson was Financial Advisor at Pearl Energy from 2003 to 2009 in Singapore, working on all aspects of fundraising and acquisition opportunity evaluation, including reserves-based lending facilities, pre-IPO private equity placements, the Pearl Energys initial public listing in 2005 and all key asset acquisitions. In 2002, he was a consultant with the Asian Development Bank. Between 1997 and 2001, Mr. Wilson was Assistant Vice President in the Project Finance Group with ABN AMRO focusing initially on project advisory transactions in the power sector and later moving into lending and advisory to the oil and gas sector. He began his career in Asia with Chase Manhattan Bank as a private equity analyst for Chase Capital based in Hong Kong in 1994 and 1995 and then as Assistant Vice President in the Risk Asset Management Group based in Singapore from 1995 to 1997. He holds a Master of Arts in China Studies from the Paul H. Nitze School of Advanced International Studies, The Johns Hopkins University in Washington, D.C. and a Bachelor of Arts in International Relations from The Johns Hopkins University in Baltimore, Maryland. Mr. Wilson is a member of the South East Asia Petroleum Exploration Society and the Association of International Petroleum Negotiators. John Anton Bujnoch, Jr. (John Bujnoch) joined our Group on January 1, 2010 in a part-time capacity and on May 1, 2011 became a full-time employee of our Group. Mr. Bujnoch is our Vice President Drilling and has 40 years of experience in the offshore oil and gas industry with over 30 years spent as a drilling engineer, rig site manager, or in well operations management. Mr. Bujnoch joined KrisEnergy in 2011. Mr. Bujnoch began his career in 1979 with Conoco Phillips Inc. as a Meteorologist\Oceanographer in the Production Engineering Services group, primarily providing project environmental design criteria, and also working on environmental issues and in-house hurricane warning services. Mr. Bujnoch worked in various roles in Conoco Phillips, including Rig
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Site Manager in Texas, Louisiana, and Gulf of Mexico from 1981 to 1984 and 1990 to 1995, respectively, Workover Engineer in Dubai from 1984 to 1990, Rig Site Manager in the UK North Sea from 1995 to 2000, Completion Specialist and Well Operations Coordinator in Indonesia from 2000 to 2006, and Drilling Superintendent in Qatar in 2006. From late 2006 until 2009, Mr. Bujnoch was Vice President Drilling for Pearl Oil (Thailand), where he was responsible for exploration and development drilling in Thailand and Vietnam. During this period, the company drilled more than 100 wells in the region and brought four platforms into production. Brian Helyer joined our Group on March 1, 2011 and is our Vice President Operations and is also responsible for the writing and implementation of EHSS policy across our Group. He has worked in the offshore oil and gas industry for over 30 years covering all aspects of project management for facilities construction, operations, maintenance and commissioning. Prior to joining us in 2010, Mr. Helyer was the Project and Operations Director from 2007 to 2009 for Songa Floating Production, where he oversaw the conversion and class approval of the floating production, storage and offloading vessel, FPSO East Fortune. Between 2003 and 2007, Mr. Helyer worked for Petrofac Energy Developments in various roles such as Production Manager, Business Development Manager and Project Manager in Indonesia, Malaysia, United Kingdom and Tunisia. From 1999 until 2005, Mr. Helyer was Field Operation Manager at the Kakap oil field in the South China Sea for Gulf Resources (Indonesia). From 1983 to 1999, Mr. Helyer spent 14 years with Marathon Oil in various roles in the United Kingdom and Indonesia. He was at Imperial Chemical Industries from 1974 to 1979 as Apprentice Instrument Technician and Instrument Technician. He has attained the National Examination Board in Occupational Safety and Health professional safety accreditation. Tanya Pang initially joined our Group as a consultant on August 1, 2009 and became a full-time employee of our Group on May 1, 2012. Ms. Pang is our General Manager, Investor Relations & Corporate Communications and has 20 years of experience in journalism and media/investor relations in the energy sector. In 2009, Ms. Pang established a consultancy providing corporate communications, marketing, public relations and editorial services to clients including KrisEnergy, Schlumberger Business Consulting, Arawak Energy, Vitol and Atlantic Energy. From 2008 to 2009, she was in Arawak Energy Ltd, a dual listed upstream company on the Toronto Stock Exchange and the London Stock Exchange, as General Manager, Investor Relations based in London, United Kingdom. Ms. Pang was in Pearl Energy from 2005 to 2008, where she was responsible for investor relations and all internal and external communications. From 1994 to 2005, she was with Reuters news agency as a journalist and worked on foreign assignments including five years as an International Correspondent in Oslo, Norway, and five years as Editor-in-Charge, Energy for Asia-Pacific based in Singapore. She began her career in 1990 as Deputy Editor on a monthly science journal before moving in 1992 to Platts, the oil price benchmarking agency. She holds a Bachelor of Science (Hons) in Chemistry from the University of Sussex and is a member of the South East Asia Petroleum Exploration Society. The present and past principal directorships held by our Executive Officers in the five years preceding the date of this offering document are set out in Appendix GList of Present and Past Principal Directorships. FAMILY RELATIONSHIPS There are no family relationships between any of our Directors, Executive Officers and substantial shareholders. ARRANGEMENTS OR UNDERSTANDING Two of our Directors, Will Honeybourne and Brooks Shughart, are nominees of First Reserve. Will Honeybourne is a managing director of First Reserve while Brooks Shughart is a director of First Reserve. Two of our Directors, Choo Chiau Beng and Loh Chin Hua, are nominees of Keppel. Choo Chiau Beng is the Chief Executive Officer of Keppel and the chairman of Keppel Offshore & Marine Ltd while Loh Chin Hua is the Chief Financial Officer of Keppel.

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Save for the foregoing, none of our Directors or Executive Officers has any arrangement or understanding with any of our substantial shareholders, customers or suppliers or other person pursuant to which such Director or Executive Officer was appointed as a Director or as an Executive Officer. COMPENSATION The compensation, in remuneration bands of S$250,000, paid to our Directors and the Executive Officers for services rendered to us in all capacities on an aggregate basis in the fiscal years ended December 31, 2011 and 2012 and the estimated amount of compensation to be paid for the fiscal year ending December 31, 2013 are as follows:
2011 Directors Will Honeybourne . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Keith Cameron .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chris Gibson-Robinson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Richard Lorentz ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brooks Shughart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Choo Chiau Beng . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loh Chin Hua ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Koh ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Duane Radtke ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jeff MacDonald ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tan Ek Kia ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Officers Kiran Raj ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen Clifford . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kelvin Tang ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . James Parkin ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tim Kelly ......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Michael Whibley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chris Wilson ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Bujnoch. ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brian Helyer ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tanya Pang ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nil(1) Band 4 Band 4 Band 4 Nil(1) Nil(2) Nil(2) Nil(3) Band 1 Nil(3) Nil(3) Nil(4) Band 3 Band 3 Band 4 Band 4 Band 3 Band 3 Band 3 Band 3 Nil(4) 2012 Nil(1) Band 5 Band 5 Band 5 Nil(1) Nil(2) Nil(2) Nil(3) Band 1 Band 1 Nil(3) Nil(4) Band 4 Band 3 Band 4 Band 4 Band 4 Band 3 Band 4 Band 4 Band 2 2013 Estimated Nil(1) Band 4 Band 4 Band 4 Nil(1) Nil(2) Nil(2) Band 1 Band 1 Band 1 Band 1 Band 3 Band 3 Band 3 Band 3 Band 3 Band 3 Band 3 Band 3 Band 3 Band 2

Notes: (1) Appointed by First Reserve and does not receive remuneration from our Group. (2) Appointed by Keppel and does not receive remuneration from our Group. (3) Not yet appointed to our Board. (4) Not yet appointed as our Executive Officer.

Remuneration bands:

Band 1 refers to remuneration below the equivalent of S$250,000. Band 2 refers to remuneration between the equivalent of S$250,001 and S$500,000. Band 3 refers to remuneration between the equivalent of S$500,001 and S$750,000. Band 4 refers to remuneration between the equivalent of S$750,001 and S$1 million. Band 5 refers to remuneration between the equivalent of S$1,000,001 and S$1,250,000.

Compensation includes benefits in kind and any deferred compensation accrued for the relevant fiscal year and payable at a later date. The estimated amount of compensation payable in the current fiscal year excludes any bonus or profit-sharing plan or any other profit-linked agreement or arrangement. Except as set out above, as of the date of this offering document, the Company does not have in place any formal bonus or profit-sharing plan or any other profit linked agreement or arrangement with any of its employees, and bonuses are expected to be paid on a discretionary basis. As of the Latest Practicable Date, save as disclosed in the Managements Discussion and Analysis of Financial Condition and Results of OperationsPrincipal Components of our Income Statement General and Administrative Expenses, we had not set aside or accrued any amounts to provide for pension, retirement or similar benefits for our employees.
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KRISENERGY SHARE-BASED INCENTIVES In conjunction with our listing on the Official List of the SGX-ST, we have adopted a share option scheme known as the KrisEnergy Employee Share Option Scheme (Scheme) and a performance share plan known as the KrisEnergy Performance Share Plan (Plan), both of which were approved by written resolutions of our Shareholders dated , 2013. The rules of our Scheme and our Plan are set out in Appendix H and Appendix I of this offering document, respectively. These rules comply with the requirements set out in the Listing Manual. Both the Scheme and the Plan will provide eligible participants (Participants) with an opportunity to participate in the equity of our Company and to motivate them towards better performance through increased dedication and loyalty. Both the Scheme and the Plan form an integral and important component of our compensation plan and are designed primarily to reward and retain employees whose services are vital to our growth and performance. Both the Scheme and the Plan are proposed on the basis that it is important to recognize the fact that the services of our employees are important to our success and continued well-being. Our Company, by implementing the Scheme and the Plan, will enable our Company to give our employees a direct interest in our Company and will also help to achieve the following positive objectives: (i) (ii) (iii) (iv) (v) the motivation of Participants to optimize performance standards and efficiency and to maintain a high level of contribution; the retention of key employees whose contributions are important to our long-term growth and prosperity; the attainment of harmonious employer/employee relations as well as the strengthening of working relationships with our close business associates; to align the interest of employees and other Participants with the interests of the Shareholders; and the development of a participatory style of management which promotes greater commitment and dedication amongst the employees and instills loyalty and a stronger sense of identification with our long-term prosperity.

The Scheme and the Plan are designed to complement each other in our Companys efforts to reward, retain and motivate employees to achieve better performance. The aim of implementing more than one incentive plan is to grant our Company the flexibility in tailoring reward and incentive packages suitable for each group of the Participants by providing an additional tool to motivate, reward and retain staff members so that our Company can offer compensation packages that are competitive. The focus of the Plan is principally to target selected management in key positions who are able to drive the growth of the Company through creativity, firm leadership and excellent performance. The number of Shares to be granted under the Plan will be determined based on performance targets to be achieved by such selected management employees which will be set by our Board and approved by the Remuneration Committee at the beginning of every financial year. The Company believes that it will be more effective than merely having pure cash bonuses in place to motivate executives to work towards determined goals. The awards (Awards) given to a particular Participant under the Plan and the number of shares to be released under the Plan (the Plan Shares) will be determined at the discretion of the Remuneration Committee, who will take into account factors such as the Participants capability, scope of responsibility and skill. In deciding on an Award to be granted to a Participant, the Remuneration Committee will also consider the compensation and/or benefits to be given to the Participant under the Scheme and other share-based incentive schemes of the Company, if any. The Remuneration Committee may also set specific criteria and Performance Conditions for each different department, taking into account factors such as (i) our business goals and directions for each financial year; (ii) the Participants actual job scope and duties; and (iii) the prevailing economic conditions.
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In contrast, the Scheme is meant to be more of a loyalty driven time-based incentive program. The Scheme will be available to Directors and the employees and will function as a generic share-based incentive scheme. In any event, the aggregate number of Plan Shares and the shares released under the Scheme (the Scheme Shares) will be subject to the maximum limit of 15.0 per cent. of the Companys total issued share capital. As the Scheme and the Plan are valid for a period of 10 years, this maximum limit of 15.0 per cent. of the Companys total issued share capital allows for a potential increase in the number of employees as our Company expands in the future. Administration of the Scheme and the Plan Our Remuneration Committee will be designated as the committee responsible for the administration of the Scheme and the Plan. Our Remuneration Committee will determine, inter alia, the following: (i) (ii) (iii) the persons to be granted options under the Scheme (Options) and/or Awards; the number of Shares which are the subject of the Options and/or Awards to be granted; and recommendations for modifications to the Scheme or the Plan.

In compliance with the requirements of the Listing Manual, a Participant of the Scheme and/or the Plan who is a member of the Remuneration Committee shall not be involved in its deliberations in respect of Options and/or Awards to be granted to or held by that member of the Remuneration Committee. Size of the Scheme and the Plan The aggregate number of Shares which may be issued pursuant to Options and/or Awards granted under the Scheme and/or the Plan, when added to the number of Shares issued and/or issuable in respect of all Awards granted under the Plan and all Options granted under the Scheme, shall not exceed 15.0 per cent. of the total issued share capital of our Company on the day immediately preceding the date of the relevant grant. This 15.0 per cent. size is intended to accommodate the potential pool of participants arising from our base of eligible participants. We also hope that with the significant portion of our issued share capital set aside for the Scheme and Plan, our Employees, Executive Directors, Non-Executive Directors and Independent Directors will recognize that we are making a good effort to reward them for their invaluable contributions to our Company by allowing them greater opportunities to participate in our equity. We are of the view that the size of the Scheme and Plan is reasonable, taking into account the share capital base of our Company, the contributions by our Employees, Executive Directors, Non-Executive Directors and Independent Directors and the potential number of employees as our business expands. Implementing our Scheme and our Plan with the maximum amount of shares not exceeding 15.0 per cent. of the total issued share capital of our Company will enable us to maintain flexibility and remain competitive in the industry. Each of the Scheme and the Plan shall continue in force at the discretion of the Remuneration Committee subject to a maximum period of 10 years commencing on the date it is adopted by the Company in general meeting, provided always that it may continue beyond the above stipulated period with the approval of Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. Maximum entitlements of the Scheme and the Plan Subject to the size of our Scheme and our Plan as described above and any requirements of the SGX-ST, the aggregate number of Shares in respect of which Awards and/or Options may be offered shall be determined at the discretion of our Remuneration Committee which will take into consideration criteria such as rank, past performance, years of service and potential for future development of the Participant.
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Summary of the Rules of the Scheme Capitalized terms used herein bear the same meanings as defined in Appendix H of this offering document. The following is a summary of the Rules of our Scheme. Eligibility Our Employees who are not on probation and Executive Directors, Non-Executive Directors and Independent Directors of our Group and who have, on or before the Offering Date, been in our employment, shall be eligible to participate in our Scheme, at the absolute discretion of the Remuneration Committee. The Participant must also not be an undischarged bankrupt and must not have entered into a composition with his creditors. Grant of Options The Remuneration Committee may grant Options at any time during the period when our Scheme is in force. However, in the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is imminent, the Remuneration Committee may only grant Options on or after the second Market Day from the date on which the announcement is released. Acceptance of Options Options are personal to the Participant to whom they are granted and shall not be transferred, charged, pledged or otherwise disposed of or encumbered in whole or in part or in any way whatsoever save as provided for in the rules of our Scheme. All offers made to Participants, if not accepted by the closing date (which shall not exceed 30 days from the date of the offer) shall lapse and shall be null and void and of no effect. Upon acceptance of the offer, the Participant must pay to us a consideration of S$1.00. Exercise of Options Each Option granted with the exercise price set at Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiples thereof) at any time, by a Participant during the period commencing after the first anniversary of the Offering Date and expiring on the tenth anniversary of such Offering Date or such earlier date as may be determined by the Remuneration Committee; and Each Option granted with the exercise price set at a discount to Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1,000 Shares or any multiples thereof) at any time, by a Participant during the period commencing after the second anniversary of the Offering Date and expiring on the tenth anniversary of such Offering Date or such earlier date as may be determined by the Remuneration Committee. Exercise Price Under our Scheme, the exercise price of the Options granted will be determined by our Remuneration Committee, in their absolute discretion. Our Remuneration Committee may grant Options to the Participants at up to 20.0 per cent. discount to the Market Price of the Scheme Shares (determined by reference to the daily official list or other publication published by the SGX-ST for the five consecutive trading days immediately preceding the date of the offer of that Option, rounded up to the nearest whole cent in the event of fractional prices). In determining which Participant should be granted Options and the quantum of the discount, the Remuneration Committee shall be at liberty to take into consideration such criteria as they deem fit, including factors such as (i) our performance, (ii) the performance of the individual Participant, (iii) the contribution of the Participant to our success and development, and (iv) the prevailing market conditions.
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The Remuneration Committee will determine on a case-by-case basis whether a discount will be given, and the quantum of the discount, taking into consideration the objective that we desire to achieve and the prevailing market conditions. As the actual discount given will depend on the relevant circumstances, the extent of the discount may vary from one case to another, subject to a maximum discount of 20.0 per cent. of the Market Price of the Scheme Share. Grant of Discounted Options Options granted with the Exercise Price set at a discount to Market Price (Discounted Options) will only be granted to deserving employees whose performance has been consistently good and/or whose future contributions to our Group will be invaluable. The ability to offer Discounted Options will operate as a means to recognize the performance of participants as well as to motivate them to continue to excel while encouraging them to focus on improving the profitability and return of our Group to a level that benefits our Shareholders when these are eventually reflected through an appreciation of our share price. Discounted Options would be perceived in a more positive light by the participants, inspiring them to work hard and produce results in order to be offered Discounted Options as only employees who have made significant contributions to the success and development of our Group would be granted Discounted Options. The flexibility to grant Discounted Options is also intended to cater to situations where the stock market performance has overrun the general market conditions. Lapse of Options (i) Unless the Executive Director, Non-Executive Director or Independent Director ceases to be our employee due to a change in control of the Board of Directors, an Option shall, to the extent that it is unexercised, lapse immediately and become null and void and a Participant shall have no claim against us: (a) (b) (c) (d) upon the bankruptcy of the Participant or the happening of any other event which results in his being deprived of the legal or beneficial ownership of such Option; or in the event of misconduct on the part of the Participant, as determined by the Remuneration Committee in its absolute discretion; or subject to paragraph (ii), upon the Participant ceasing to be in our employment, for any reason whatsoever; or in the event that the Remuneration Committee shall, at its sole and absolute discretion, deem it appropriate that such Option shall lapse on the grounds that any of the objectives of the Scheme have not been met; or in the event that our Company is liquidated or wound-up prior to the acceptance of the Option.

(e) (ii)

Where a Participant who is an Executive Director, Non-Executive Director or Independent Director ceases to be our employee due to a change in control of the Board, he shall, be entitled to exercise in full all unexercised Options from the last date of employment with us until the end of the relevant Option Period.

Rights of Scheme Shares Scheme Shares allotted and issued upon the exercise of the Option shall rank pari passu in all respects with the then existing issued Shares in the capital of our Company except for any dividends, rights, allotments or other distributions, the record date of which is prior to the date of which such an Option is exercised. For this purpose, record date means the date as of the close of business on which shareholders must be registered in order to participate in any dividend, rights, allotments or other distributions, as the case may be.
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Duration of our Scheme Our Scheme shall continue in operation for a maximum duration of 10 years commencing from the date on which our Scheme was adopted by our Company in general meeting. However, our Scheme may continue beyond the period stipulated above with the approval of the Shareholders in general meeting by way of ordinary resolution and the relevant authorities. Our Scheme may also be terminated at any time by our Remuneration Committee or by way of ordinary resolution of our Shareholders at a general meeting subject to all other relevant approvals which may be required and if our Scheme is so terminated, no further Options shall be offered by our Company thereunder. Alteration of Capital If a variation in the issued ordinary share capital of our Company (whether by way of a capitalization of profits or reserves or rights issue or reduction, subdivision, consolidation or distribution, or issues for cash or for shares or otherwise than for cash or otherwise howsoever) shall take place: (a) (b) (c) the Exercise Price in respect of the Scheme Shares comprised in the Option to the extent unexercised; and/or the class and/or number of Scheme Shares comprised in the Option to the extent unexercised and the rights attached thereto; and/or the class and/or number of Scheme Shares in respect of which additional Options may be granted to Participants,

shall be adjusted by the Remuneration Committee in such manner as it may determine to be appropriate provided that written confirmation is given by the auditors that such adjustment is fair and reasonable. Upon any such adjustment being made, the Remuneration Committee shall notify the Participant in writing informing him of the subscription price thereafter to be in effect and the number of Scheme Shares thereafter to be issued on the exercise of the Option. Any adjustment shall take effect upon such written notification being given. Modifications or alterations to the Scheme The Scheme may be modified and/or altered from time to time by a resolution of our Remuneration Committee, subject to the prior approval of SGX-ST and such other regulatory authorities as may be necessary. However, no modification or alteration shall adversely affect the rights attached to Options granted except with the written consent of Participants who are entitled to not less than three-quarters of the aggregate number of Shares which would be issued upon exercise in full of all outstanding Options. No alteration shall be made to the particular rules of the Scheme to the advantage of the holders of the Options, except with the prior approval of Shareholders in a general meeting. Summary of the Rules of the Plan Capitalized terms used herein bear the same meanings as defined in Appendix I of this offering document. The following is a summary of the Rules of our Plan. Eligibility Our Employees who are not on probation and Executive Directors, Non-Executive Directors and Independent Directors of our Group and who have, on or before the Offering Date, been in our employment, shall be eligible to participate in the Plan, at the absolute discretion of the Remuneration Committee. The Participant must also not be an undischarged bankrupt and must not have entered into a composition with his creditors.
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Grant of Awards Awards represent the right of a Participant to receive fully paid Shares free of charge or cash instead of fully paid Shares, upon the Participant satisfying the eligibility criteria as set out in the rules of the Plan. These Shares may be new Shares or Shares held in treasury by the Company. The selection of a Participant and the number of Shares which are the subject of each Award to be granted to a Participant in accordance with the Plan shall be determined at the absolute discretion of the Remuneration Committee. The Remuneration Committee has the discretion under the terms of the Plan to make payment in the form of cash instead of issuing fully paid Shares. If the Remuneration Committee exercises its discretion to make cash payments instead of issuing fully paid Shares, the Remuneration Committee will make a cash payment to the Participant of an amount equal to aggregate fair market value of the Shares that should otherwise have been issued at such time. Awards are typically vested and the Shares comprised in the Awards are issued at the end of the Performance Period once the Remuneration Committee is, at its sole discretion, satisfied that the prescribed Performance Condition has been achieved. However, the rules of the Plan permit the Remuneration Committee to prescribe for a lengthier vesting period and in accordance with a schedule if the Remuneration Committee so decides. The Remuneration Committee may also grant an Award where in its opinion a Participants performance and/or contribution to the Company warrants it. Awards are personal to the Participant to whom they are given and shall not be transferred (other than to a Participants personal representative on the death of the former), charged, assigned, pledged or otherwise disposed of, in whole or in part, unless with the prior approval of the Remuneration Committee. The terms of employment of a Participant shall not be affected by his participation in the Plan, which shall neither form part of such terms nor entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for any reason. Operation of the Plan Subject to prevailing legislation and SGX-ST guidelines, the Company will have the flexibility to deliver Shares to Participants upon vesting of their Awards by way of an issue of new Shares, deemed to be fully paid upon their issuance and allotment, the market purchase of existing Shares or the payment of its equivalent in cash. New Shares allotted and issued on the release of an Award shall rank pari passu in all respects with the then existing issued Shares in the capital of our Company including any dividends or other distributions, the record date of which is on or after the relevant prior to the date of which such an Award is granted. For this purpose, record date means the date as of the close of business on which Shareholders must be registered in order to participate in any dividend, rights, allotments or other distributions, as the case may be. Alteration of Capital If a variation in the issued ordinary share capital of our Company (whether by way of a capitalization of profits or reserves or rights issue or reduction, subdivision, consolidation or distribution, or issues for cash or for shares or otherwise than for cash or otherwise howsoever) shall take place, then: (a) (b) the class and/or number of Shares which are the subject of an Award to the extent not yet vested; and/or the class and/or number of Shares in respect of which future Awards may be granted to Participants,

shall, at the option of the Remuneration Committee, be adjusted in such manner as the Remuneration Committee may determine to be appropriate provided that written confirmation is given by the auditors that such adjustment is fair and reasonable.
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Modifications or alterations to the Plan The Plan may be modified and/or altered from time to time by a resolution of our Remuneration Committee, subject to the prior approval of SGX-ST and such other regulatory authorities as may be necessary. However, no modification or alteration shall adversely affect the rights attached to Awards granted except with the written consent of such number of Participants who, if their Awards are released to them, would thereby become entitled to not less than three-quarters of all our Shares which would be issued in full of all outstanding Awards under the Plan. No alteration shall be made to the particular rules of the Plan to the advantage of the holders of the Awards, except with the prior approval of Shareholders in a general meeting. Rationale for participation by our employees in the Scheme The extension of the Scheme to our employees allows us to have a fair and equitable system to reward our Directors and employees who have made and who continue to make significant contributions to our long-term growth. We believe that the grant of Options to our employees will enable us to attract, retain and provide incentives to our Directors and employees to produce higher standards of performance as well as encourage greater dedication and loyalty by enabling our Company to give recognition to past contributions and services as well as motivating participants generally to contribute towards our longterm growth. Rationale for participation by our Non-Executive Directors (including Independent Directors) in the Scheme Although our Non-Executive Directors are not involved in running our day-to-day operations, they play an invaluable role in furthering our business interests by contributing their experience and expertise. The participation by Non-Executive Directors in the Scheme will provide our Company with a further avenue to acknowledge and recognize their services and contributions to us as it may not always be possible to compensate them fully or appropriately by increasing the directors fees or other forms of cash payment. For instance, the Non-Executive Directors may bring strategic or other value to our Company which may be difficult to quantify in monetary terms. The grant of Options to NonExecutive Directors will allow our Company to attract and retain experienced and qualified persons from different professional backgrounds to join our Company as Non-Executive Directors, and to motivate existing Non-Executive Directors to take extra efforts to promote our interests. In deciding whether to grant Options to the Non-Executive Directors, the Remuneration Committee will take into consideration, among other things, the contributions made to our growth, development and success and the years of service of a particular Non-Executive Director. The Remuneration Committee may also, where it considers relevant, take into account other factors such as the economic conditions and our Companys performance. In order to minimize any potential conflict of interests and to not compromise the independence of the Non-Executive Directors, our Company intends to grant only a nominal number of Options under the Scheme to Non-Executive Directors. In addition, in the event that any conflict of interests arises in any matter to be decided by the Board, our Company shall procure that the relevant Non-Executive Director abstains from voting on such matter at the Board meeting. Rationale for participation of Controlling Shareholders and their associates in the Scheme An employee who is a Controlling Shareholder of our Company or an associate of a Controlling Shareholder shall be eligible to participate in the Scheme if (a) his participation in the Scheme; and (b) the actual number and terms of the options to be granted to him have been approved by independent Shareholders of our Company in separate resolutions for each such person. The relevant employee is required to abstain from voting on, and (in the case of employees who are Directors) refrain from making any recommendation on, the resolutions in relation to the Scheme.
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One of the main objectives of the Scheme is to motivate participants to optimize their performance standards and efficiency and to maintain a high level of contribution to us. The objectives of the Scheme apply equally to our employees who are Controlling Shareholders or their respective associates. Our view is that all deserving and eligible participants should be motivated, regardless of whether they are Controlling Shareholders or their respective Associates. It is in our interest to incentivize outstanding employees who have contributed to our growth to continue to remain with us. Although our Controlling Shareholders and their respective Associates have or may already have shareholding interest in our Company, the extension of the Scheme to allow Controlling Shareholders and their respective Associates the opportunity to participate in the Scheme will ensure that they are equally entitled, with our other employees, to participate in and benefit from this system of remuneration. The Scheme is intended to be part of our Companys system of employee remuneration and our Company is of the view that employees who are Controlling Shareholders or their respective Associates should not be unduly discriminated against by virtue only of their shareholding in our Company. Rationale for participation by our employees in the Plan The grant of Awards to our employees allows us to have a fair and equitable system to reward our Directors and employees who have made and who continue to make significant contributions to our long-term growth. We believe that the grant of Awards to our employees will enable us to attract, retain and provide incentives to our Directors and employees to produce higher standards of performance as well as encourage greater dedication and loyalty by enabling our Company to give recognition to past contributions and services as well as motivating participants generally to contribute towards our longterm growth. Rationale for participation by Non-Executive Directors (including Independent Directors) in the Plan Our Non-Executive Directors come from diverse professions and working backgrounds. Although they are not involved in the running of our day-to-day operations, they are able to contribute their extensive experience, knowledge, expertise and business contacts to our benefit and assist in our business interests. Leveraging on their contacts, they may also be able to provide us with strategic or significant alliances or opportunities. Our Company therefore regards our Non-Executive Directors as a resource pool from which we are able to tap business contacts, knowledge, expertise and experience. Our Non-Executive Directors are presently also members of our Audit Committee, Remuneration Committee and Nominating Committee. Each of these committees plays an important role in our corporate governance. Currently, our Non-Executive Directors are remunerated only by way of directors fees. Allowing the participation by our Non-Executive Directors in the Plan provides our Company with a further avenue of acknowledging the services and contributions to us and to reward and give recognition to such services and contributions by way of remuneration comprising a combination of fees and Awards. This flexibility is important since it may not always be possible to compensate Non-Executive Directors fully or appropriately by increasing the directors fees or other forms of cash payment. Having a flexible remuneration system will enable our Company to continue to attract individuals of great ability and aptitude to serve as Non-Executive Directors. In the long-term, this will help ensure the continuity of good corporate governance in our Company. However, as the Plan is intended to cater primarily to our employees who will comprise the bulk of the participants of the Plan, our Directors anticipate that awards that may be granted to our Non-Executive Directors pursuant to the Plan, would not comprise a significant portion of the shares available under the Plan. Further, in order to minimize any potential conflict of interests which may arise as a result of granting Awards to Non-Executive Directors who are also members of our Audit Committee,
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Remuneration Committee or Nominating Committee, any grant of awards to Non-Executive Directors is anticipated to be minimal, with such grants being made as a token of our Companys appreciation for their contributions to our Company and to help further align their interests with those of our Shareholders. Our Non-Executive Directors would generally, continue to be remunerated for their services by way of directors fees. The Remuneration Committee shall act judiciously in the exercise of its discretion in respect of the grant of Awards to our Non-Executive Directors. In deciding whether to grant Awards to our NonExecutive Directors, the Remuneration Committee will take into consideration, among other things, the services and contributions made to our growth, attendance and participation in meetings and the years of service of a particular Non-Executive Director. The Remuneration Committee may also, where it considers relevant, take into account other factors such as prevailing economic conditions and our performance. A Non-Executive Director will abstain from voting as a Director or a member of the Remuneration Committee when the grant of Awards to him is being deliberated. Rationale for participation of Controlling Shareholders and their associates An employee who is a Controlling Shareholder of our Company or an Associate of a Controlling Shareholder shall be eligible to participate in the Plan if (a) his participation in the Plan and; (b) the actual number and terms of Shares to be granted to him have been approved by independent Shareholders of our Company in separate resolutions for each such person. The relevant employee is required to abstain from voting on, and (in the case of employees who are Directors) refrain from making any recommendation on, the resolutions in relation to the Plan. Grant of MS-Awards Management Shareholders As of the date of this document, the Company will on the Listing Date grant nine Awards pursuant to the Plan (MS-Awards) to the following directors and executive officers of the Company: (i) Stephen Clifford, (ii) Tim Kelly, (iii) James Parkin, (iv) Kelvin Tang, (v) Michael Whibley, (vi) Chris Wilson, (vii) Keith Cameron, (viii) Chris Gibson-Robinson and (ix) Richard Lorentz (collectively, Management Shareholders). The maximum number of Shares that may be issued under the MS-Awards is three per cent. of the issued share capital of the Company. Under a MS-Award, each Management Shareholder has the conditional right to receive from the Company such number of Shares (fully paid up by the Company as required by law, as to par value) as represents up to one-ninth of three per cent. of the issued ordinary share capital of the Company. The Company will release an announcement containing details of the issue of Shares under the First Tranche and the Second Tranche, as required under Rule 704(29) of the Listing Manual. First Tranche The First Tranche (defined below) will be issued to the Management Shareholders upon satisfaction of the First Tranche Condition (defined below) at some point during the First Tranche Period (defined below). Upon such satisfaction, the First Tranche will be issued as follows: (a) (b) (c) for the first one-third of the First Tranche, immediately on the ending of the First Tranche Period; for the next one-third of the First Tranche, on the first anniversary of the issue of the first onethird of the First Tranche pursuant to (a) above; and for the final one-third of the First Tranche, on the second anniversary of the issue of the first one-third of the First Tranche pursuant to (a) above.
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Second Tranche The Second Tranche (defined below) will be issued upon the satisfaction of the Second Tranche Condition (defined below) at some point during the Second Tranche Period (defined below). Upon such satisfaction, the Second Tranche will be issued as follows: (a) (b) (c) for the first one-third of the Second Tranche, immediately on the ending of the Second Tranche Period; for the next one-third of the Second Tranche, on the first anniversary of the issue of the first one-third of the Second Tranche pursuant to (a) above; and for the final one-third of the Second Tranche, on the second anniversary of the issue of the first one-third of the Second Tranche pursuant to (a) above.

The determination of whether the First Tranche Condition and Second Tranche Condition are satisfied shall be determined by the Remuneration Committee, in consultation with the CEO and where necessary (in the sole discretion of the Remuneration Committee) after procuring the written opinion of any industry professional or expert (who shall have in all circumstances sufficient knowledge and experience in relation to the vesting condition on which his opinion has been sought) on such satisfaction. All such determinations made will be binding on all persons. Cash Alternative In the event the Company does not have sufficient distributable reserves or amounts credited to its premium account to make the required issue of Shares under the MS-Awards at the time when such an issue of Shares is required, the Company shall pay to a Management Shareholder a cash sum equal to the aggregate Fair Market Value (as defined below) of the Shares that should otherwise have been issued at such time, provided that such cash payment shall take place following the determination of the Fair Market Value. The Remuneration Committee and if necessary, in consultation with the Board of Directors and/or any experts, shall determine the sufficiency of distributable reserves or amounts credited to the premium account of the Company for the purposes of issuing the Shares under the MSAwards. If at any time a cash payment is to be made and the Company does not have sufficient cash reserves (taking into account any budgeted commitments for the following 12 months at the relevant time), then such cash payment shall be delayed until such time as the Company does have sufficient cash reserves. The Remuneration Committee and if necessary, in consultation with the Board of Directors and/or any experts, shall determine the sufficiency of cash reserves in the Company for the purposes of granting the cash payment. Lapse of MS-Awards The MS-Award under the First Tranche will end if the First Tranche Condition is not met by the end of the First Tranche Period and the MS-Award under the Second Tranche will end to the extent that the Second Tranche Condition is not met by the end of the Second Tranche Period. All rights to the MS-Awards or any part thereof due to be satisfied by the Company will end on the earlier of: (a) five or more of the Management Shareholders ceasing (or having ceased to be) (or being under notice to cease) to have either employment or the office of director or the role of advisor with the Company or any other Group company (as the case may be), provided that the cessation of employment or office of director or the role of advisor was not, in the case of any such Management Shareholder, due to any of the Exceptions (as defined below); and any date on which a winding up or liquidation of the Company occurs.

(b)

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In relation to each individual MS-Award, the right to such a MS-Award or any part thereof still due to be satisfied by the Company will end: (a) in the case of Stephen Clifford, Timothy Kelly, James Parkin, Kelvin Tang, Michael Whibley and Chris Wilson on such individual ceasing to be an employee of the Company or a Group company and, in the case of Keith Cameron, Chris Gibson-Robinson and Richard Lorentz on such individual ceasing to be either an employee or a director or an advisor of the Company or a Group company, subject to the following exceptions (Exceptions): (i) where the relevant Management Shareholder dies and at the date of his death held the right to an Award or any part thereof still due to be satisfied by the Company (the First Tranche Condition and/or the Second Tranche Condition (as the case maybe) already having been satisfied), such MS-Award or relevant part thereof may be satisfied by the issue of the relevant number of Shares to the legal personal representative(s) of the Management Shareholder on the relevant timetable, if such issue is within twelve months of the date of the death (or such other period as the Remuneration Committee may in their sole discretion determine); and where the Management Shareholder (in the case where he is or was an employee) ceases to be in the employment of the Company or a Group company (the First Tranche Conditions and/or the Second Tranche Conditions (as the case may be) already having been satisfied): (A) (B) (C) (D) (E) by reason of retirement on or after attaining normal retirement age; by reason of retirement before that age with the consent of the Remuneration Committee; by reason of ill-health or injury or disability; by reason of redundancy; by reason of the company by which he is employed ceasing to be a company within the Group or the undertaking or part of the undertaking of that company being transferred otherwise than to another company within the Group; for any other reason provided the Remuneration Committee gives its consent in writing; or

(ii)

(F) (b)

in the event of the breach of any provision of the terms of the MS-Awards or a reasonable determination by the Remuneration Committee that there has been gross misconduct on the part of such Management Shareholder.

Definitions Fair Market Value means VWAP for the trades in the Shares on the SGX-ST on the five consecutive trading days where trading in the Shares are available for a full market day, immediately preceding the date on which the relevant issue of Shares is required under the MS-Awards. First Reserve Exit means First Reserve no longer owns or has an interest, directly or indirectly of more than five per cent. of the Shares. First Tranche means, in respect of a MS-Award, 50.0 per cent. of the Shares under such MSAward. First Tranche Condition means either one of the following conditions are satisfied:

either the market capitalization of the Company is valued at US$1.0 billion or more, or its Singapore dollar equivalent, during any three-month period in the First Tranche Period (as
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defined below) or the price per Share is 15.0 per cent. above the Issue Price during any threemonth period in the First Tranche Period, in each case calculated by reference to the volume weighted average price for trades in Shares done on the SGX-ST during such three-month period (provided that trades done on any day where trading in the Shares is not available for a full market day shall be excluded from the calculation). Where trading in the Shares during such three-month period has been suspended or halted for such periods of time which in aggregate exceed five market days, such three-month period may not be used for determining whether the condition has been met; or

the 2P reserves of the Company must have equaled or exceeded 40 mmboe or the Company must have achieved a hydrocarbon reserves replacement ratio of at least 150.0 per cent., taking into account hydrocarbon resources in the category justified for development.

First Tranche Period means the period of one year prior to the date of a First Reserve Exit or if the First Tranche Condition has not been satisfied in such period, the period of one year beginning on the date of a First Reserve Exit. Second Tranche means, in respect of a MS-Award, 50.0 per cent. of the Shares under such MSAward, being the balance of Shares not under the First Tranche. Second Tranche Condition means the Company has achieved a hydrocarbon reserves replacement ratio of at least 115.0 per cent., taking into account hydrocarbon resources in the category justified for development. Second Tranche Period means the period of one year beginning on the end date of the First Tranche Period. VWAP means volume-weighted average price per Share. Cost of the Scheme and the Plan IFRS 2 Share-based Payment is effective for the financial statements of the Company for the financial year beginning January 1, 2005. Participants will receive Shares in settlement of the Options and Awards, and the Awards would be accounted for as equity-settled Share-based Payment transactions, as described in the following paragraphs. The fair value of employee services received in exchange for the grant of the Awards and Options would be recognized as a charge to the income statement over the vesting period of an Award or Option and a corresponding credit to reserve account. For Options granted, the total amount of the charge over the vesting period is generally measured based on the fair value of each Option granted. This is normally estimated by applying the option pricing model at the date of grant. As for Awards, the total amount of charge over the vesting period is based on the market price at the date of grant adjusted to take into the account the terms and conditions (see the following paragraph where there are non-market conditions attached) upon which the Awards were granted. Before the end of the vesting period, at each accounting year end, the estimate of the number of Options and Awards that are expected to vest by the vesting date is revised, and the impact of the revised estimate is recognized in the income statement with a corresponding adjustment to the reserve account. After the vesting date, no adjustment to the charge to the income statement is made. The number of Shares included in the determination of the expense relating to employee services is adjusted to reflect the actual number of Shares that eventually vest but no adjustment is made to changes in the fair value of the Shares since the date of grant. The amount charged to the income statement would be the same whether the Company settles the Awards or Options using New Shares or existing Shares (equity settlement). In the case of Awards, the amount of the charge to the income statement also depends on whether or not the performance target attached to an Award is market condition, that is a condition which is related to the market price of the Shares. If the performance target is not a market condition, the fair value of the Shares
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granted at the date of grant is used to compute the amount to be charged to the income statement at each accounting date, based on an assessment at that date of whether the non-market conditions would be met to enable the Awards to vest. Thus, if the Awards do not ultimately vest, the amount charged to the income statement would be reversed at the end of the vesting period. Details of the number of Awards granted pursuant to the Plan, the number of Options granted pursuant to the Scheme, the number of Options exercised and the exercise price (as well as any applicable discounts) will be disclosed in our annual report.

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SHARE CAPITAL AND SHAREHOLDERS Share Capital of our Company Our Company was incorporated as an exempted company limited by shares in the Cayman Islands on October 5, 2009 under the name of KrisEnergy Holdings II Ltd. On July 4, 2012, we changed our name to KrisEnergy Ltd.. As of the date of incorporation, our issued and paid-up share capital was US$1 comprising one Share. As of the Latest Practicable Date, our issued and paid-up ordinary share capital was US$1,000,000 comprising 100,000,000 Shares. As at the date of this offering document, our issued and paid-up share capital is US$1,000,000 comprising 800,000,000 Shares (post Share Split (as defined below)). Pursuant to written resolutions dated , 2013 (the Resolutions), our shareholders approved, among other things, the following: (a) (b) (c) (d) the adoption of a new set of Articles; the sub-division of each ordinary share in the capital of our Company into eight Shares (the Share Split); increase in authorized share capital of the Company from US$1,000,000 divided into 800,000,000 Shares to US$2,500,000 divided into 2,000,000,000 Shares; that authority be given to the Directors to: (i) (ii) issue Shares whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require Shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares, at any time and upon such terms and conditions and for such purposes and to such person(s) as the Directors may in their absolute discretion deem fit; and (notwithstanding the authority conferred by such authority may have ceased to be in force) issue Shares in pursuance of any Instrument made or granted by the Directors while such authority was in force, provided that: (1) the aggregate number of Shares to be issued pursuant to such authority (including new Shares to be issued in pursuance of Instruments made or granted pursuant to such authority) shall not exceed 50.0 per cent. of the issued share capital of the Company excluding treasury shares, of which the aggregate number of Shares to be issued other than on a pro rata basis to the then existing shareholders (including new Shares to be issued in pursuance of Instruments made or granted pursuant to such authority) shall not exceed 20.0 per cent. of the issued share capital of the Company excluding treasury shares; (subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under paragraph (1) above, the percentage of issued Shares in the capital of the Company shall be based on the total number of issued Shares in the capital of the Company excluding treasury shares immediately following the close of the Offering, after adjusting for: (i) new Shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or subsisting at the time such authority is passed;
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(2)

(ii) (iii) (3)

new Shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of this resolution; and any subsequent bonus issue, consolidation or subdivision of shares in the capital of the Company;

in exercising the authority conferred by such authority, the Company shall comply with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles; and (unless revoked or varied by the Company in General Meeting) the authority conferred by such authority shall continue in force until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier;

(4)

(e)

that authority be given to the Directors to issue Shares and offer the same to such persons, on such terms and conditions and with such rights or restrictions as they may think fit to impose, in connection with the Offering, the cornerstone subscriptions and the admission of the Company to the Official List of the SGX-ST; and conditional upon our listing, the adoption of the Plan and the Scheme and that authority be given to our Directors to allot and issue new Shares as may be required to be issued pursuant to the Awards granted under the Plan and Options granted under the Scheme, provided that the aggregate number of Shares which may be issued pursuant to Options and/or Awards granted under the Scheme and/or the Plan, when added to the number of Shares issued and/or issuable in respect of all Awards granted under the Plan and all Options granted under the Scheme, shall not exceed 15.0 per cent. of the total issued share capital of our Company on the day immediately preceding the date of the relevant grant.

(f)

Substantial Shareholding Disclosure Under the Securities and Futures Act, a person has a substantial shareholding in a company if he has an interest or interests in one or more voting shares (excluding treasury shares) in that company and the total votes attached to that share, or those shares, is not less than five per cent. of the total votes (excluding treasury shares) attached to all the voting shares in that company, and a substantial shareholder is a person who holds a substantial shareholding. The Securities and Futures Act requires a person who is or (if he has ceased to be one) had been a substantial shareholder in the Company, being a non Singapore-incorporated corporation with a primary listing on the Main Board of the SGX-ST, to give notice in writing to the Company of particulars of the voting Shares in the Company in which he has or had an interest or interests and the nature and extent of that interest or those interests, in such form and shall contain such information as the Authority may prescribe, within two business days after such person: (a) (b) becomes aware that he is or (if he has ceased to be one) had been a substantial shareholder in the Company; or becomes aware of a change in the percentage level(1) of the interest or interests of the substantial shareholder in the Company in voting Shares in the Company.

Note: (1) Percentage level, in relation to a substantial shareholder in the Company, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the total votes attached to all the voting shares (excluding treasury shares) in the Company, and, if it is not a whole number, rounding that figure down to the next whole number.

Where a person (the beneficial owner) authorizes another person (the legal owner) to hold, acquire or dispose of, on his behalf, voting Shares or an interest or interests in voting Shares in the Company, the beneficial owner shall take reasonable steps to ensure that the legal owner notifies him as soon as practicable and, in any case, no later than two business days after any acquisition or disposal of any of those voting Shares or interest or interests in voting Shares effected by the legal owner on his
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behalf which will or may give rise to any duty on the part of the beneficial owner to give notice under the Securities and Futures Act. In addition, where a person holds voting Shares in the Company, being voting Shares in which another person has an interest, he shall give to the second-mentioned person a notice of any acquisition or disposal of any of those Shares effected by him, in the form as the Authority may prescribe, as soon as practicable and, in any case, no later than two business days after acquiring or disposing of the Shares. Ownership Structure The table below sets out the shareholdings of each substantial shareholder, being a shareholder who is known by us to beneficially own five per cent. or more of our issued Shares, and our Directors, as of the date of this offering document and immediately after completion of the Offering. All Shares owned by our substantial shareholders, our Directors and the new Shares to be issued pursuant to the grant of Awards under our Plan will carry the same voting rights as the Offering Shares. Percentage ownership is based on 800,000,000 Shares outstanding as of the date of this offering document and [1,046,154,000] Shares outstanding immediately after completion of the Offering including the issuance of the Cornerstone Shares. Save as disclosed below, there are no other relationships among our substantial shareholders.
Shares Owned Immediately After Completion of the Offering and Issuance of Cornerstone Shares(1) Shares Owned as of the date of this offering document Direct Interest (thousands) 503,605 288,000 253 Deemed Interest (thousands) 503,605 503,605 503,605 503,605 288,000 288,000 288,000 288,000 4,208 4,208 4,208 1,515 (Assuming the Over-Allotment Option is Not Exercised) Direct Per Interest cent. (thousands) 63.0 63.0 63.0 63.0 36.0 36.0 36.0 36.0 0.5 0.5 0.5 0.2 Per cent. Deemed Interest (thousands) Per cent. (Assuming the Over-Allotment Option is Exercised in Full) Direct Interest (thousands) Per cent. Deemed Interest (thousands) Per cent. -

Name Substantial Shareholders: KrisEnergy Holdings Ltd.(2) ........... Devan International Limited(3) ......... First Reserve Fund XII L.P.(4) ......... First Reserve GP XII, L.P.(2)(4) ........ First Reserve GP XII Limited(2)(4) ..... William Macaulay(2)(4) .. ................ Temasek Holdings (Private) Limited(3) ............................. Keppel Corporation Limited(3) ......... Keppel Oil & Gas Pte Ltd(3) ........... Kepventure Pte Ltd (3) .. ................ Directors: Will Honeybourne ...... ................ John Koh ................................ Keith Cameron(5) ....... ................ Chris Gibson-Robinson(5) .............. Richard Lorentz(5) ...... ................ Jeff MacDonald ......... ................ Duane Radtke(6) ......................... Brooks Shughart ........ ................ Choo Chiau Beng ....... ................ Loh Chin Hua ........................... Tan Ek Kia .............. ................ Cornerstone Investors (other than Devan International Limited) .......

Per cent. 63.0 36.0 not meaningful -

Notes: (1) This does not take into account the MS-Awards to be granted to the Management Shareholders as described in the section entitled KrisEnergy Share-Based IncentivesGrant of MS-Awards) or the Reserved Shares which may be subscribed by our Directors. (2) As at the date of this offering document, KEHL has a direct interest of 63.0 per cent. of the total shares of the Company. The ordinary shares of KEHL are owned by First Reserve Fund XII L.P. (FRXII) (98.3 per cent.) and FRXII-A Parallel Vehicle L.P. (FRXII-A) (1.7 per cent.) For the purposes of Section 4 of the Securities and Futures Act, FRXII is deemed to have an interest in the Shares held by KEHL. (3) As of the date of this offering document, Devan International Limited has a direct interest in 36.0 per cent. of the total issued Shares of our Company and is wholly-owned by Keppel Oil & Gas Pte. Ltd. (KOG) which in turn is a direct wholly-owned subsidiary of Kepventure Pte Ltd, and which in turn is a direct wholly-owned subsidiary of Keppel Corporation Limited. Temasek Holdings (Private) Limited holds a controlling interest in Keppel Corporation Limited. For the purposes of Section 4 of the Securities and Futures Act, each of KOG, Kepventure Pte Ltd, Keppel Corporation Limited and Temasek Holdings (Private) Limited is deemed to have an interest in the Shares held by Devan International Limited. (4) FRXII and FRXII-A are managed by First Reserve GP XII, L.P. (FR GP LP) which, in turn, is managed by First Reserve GP XII Limited (FR GP Limited). William Macaulay has the ability to appoint the directors of FR GP Limited. For the purposes of Section 4 of the Securities and Futures Act, each of William Macaulay, FR GP LP and FR GP Limited is deemed to have an interest in the Shares held by KEHL. (5) Each of Keith Cameron, Chris Gibson-Robinson and Richard Lorentz are controlling shareholders of CKR which holds a direct interest in 0.5 per cent. of the total issued Shares of our Company as of the date of this offering document. For the purposes of Section 4 of the Securities and Futures Act, each of Keith Cameron, Chris Gibson-Robinson and Richard Lorentz is deemed to have an interest in the Shares held by CKR. (6) Radtke Investments L.P. is owned by Duane Radtke (2.0 per cent.) and his wife, (2.0 per cent.) and their two sons (48.0 per cent. each). Duane Radtke and his wife are the general partners in Radtke Investments L.P., and each is able to make investment decisions for

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Radtke Investments L.P. Radtke Investments L.P. holds a direct interest in 0.2 per cent. of the total issued Shares of our Company as of the date of this offering document. For the purposes of Section 4 of the Securities and Futures Act, each of Duane Radtke, his wife and their two sons is deemed to have an interest in the Shares held by Radtke Investments L.P.

Significant Changes in Capital of our Company Details of the changes in our issued and paid-up capital from the date of our incorporation and up to the Latest Practicable Date are set out in the table below.
Purpose of Issue Resultant Number of Shares Resultant Issued Share Capital (US$)

Number of Shares issued and fully paid on incorporation on October 5, 2009 Division of each Share of par value US$1.00 in our authorized and issued share capital into par value of US$0.01 79,999,900 Shares issued and fully paid to KEHL on July 4, 2012 20,000,000 Shares issued and fully paid to Devan International Limited on July 9, 2012 Resultant number of Shares issued and fully paid following the Share Split on , 2013

1 100 80,000,000 100,000,000 800,000,000

1 1 800,000 1,000,000 1,000,000

On September 14, 2009, First Reserve, a private equity firm specializing in the energy industry which makes both private equity and infrastructure investment throughout the energy value chain, committed to an investment of up to US$500.0 million of equity capital to fund the Companys acquisitions and operations. As of the Latest Practicable Date, we have invested approximately US$300.9 million of equity from First Reserve to fund acquisitions and operating activities. The equity commitment shall be withdrawn on the completion of this Offering. On July 4, 2012, the Company allotted and issued 79,999,900 Shares to KEHL. FRXII and FRXII-A, the investment vehicles controlled by First Reserve, held 79.8 per cent. and 1.4 per cent. of the share capital of KEHL as of the Latest Practicable Date, respectively. Keppel, through its wholly-owned subsidiary, Devan International Limited, entered into a subscription agreement dated July 9, 2012 with the Company, KEHL, CKR, Komodo (B.V.I.) Ltd (Komodo), Keith Cameron, Chris Gibson-Robinson, Richard Lorentz, Kelvin Tang, Stephen Clifford, Chris Wilson, Tim Kelly, James Parkin and Michael Whibley under which Devan International Limited (the Deed of Subscription) subscribed for 20,000,000 new Shares in our Company for a total consideration of US$115.0 million (the Keppel Subscription). Following the completion of the Keppel Subscription, Keppel, through Devan International Limited, held 20.0 per cent. of our Companys enlarged share capital. In connection with the Keppel Subscription, Devan International Limited and KEHL entered into a call option deed dated July 9, 2012, as amended by an amendment deed (Call Option Deed) dated June 28, 2013. Under the Call Option Deed, KEHL granted to Devan International Limited an option to purchase up to 16,000,000 Shares. Under the terms of the Call Option Deed, KEHL may nominate Radtke Investments L.P. and/or Geoffrey Taylor Bennett to deliver a maximum of 52,100 Shares under the option and receive from KEHL a corresponding portion of the option price. On June 28, 2013, Devan International Limited exercised this option (prior to the Share Split) and on July , 2013 acquired 15,952,658 and 47,342 Shares from KEHL and Radtke Investments L.P., respectively, at the Offering Price following which it held 36.0 per cent, of our Companys share capital (excluding its Cornerstone Shares). On July , 2013, the shareholders of KEHL implemented a restructuring plan which resulted in the redemption of the shares in KEHL (the KEHL Restructuring) held by CKR, Komodo, Radtke Investments L.P., Jeff MacDonald, Keith Pringle and Geoffrey Taylor Bennett (collectively, the Redeemed Shareholders). Pursuant to the KEHL Restructuring, all the shares in KEHL held by the Redeemed Shareholders were redeemed in consideration for a pro rata distribution of the Shares held by KEHL to the Redeemed Shareholders, for which CKR received 526,027 Shares, Komodo received 262,995 Shares, Radtke Investments L.P. received 236,718 Shares, Jeff MacDonald received 31,567
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Shares, Keith Pringle received 15,793 Shares and Geoffrey Taylor Bennett received 23,671 Shares. Following the KEHL Restructuring, CKR, Komodo, Radtke Investments L.P., Jeff MacDonald, Keith Pringle and Geoffrey Taylor Bennett held direct, rather than indirect, interests in the Company, while the remaining shareholders of KEHL, FRXII and FRXII-A, together held the entire equity interest of KEHL. The KEHL Restructuring also contemplated that all existing and former shareholders of KEHL, namely FRXII, FRXII-A, CKR, Komodo, Radtke Investments L.P., Jeff MacDonald, Keith Pringle and Geoffrey Taylor Bennett, will pay a cash bonus to CKR, Komodo and Radtke Investments L.P. as and when FRXII and FRXII-A exit their investments in the Company (whether through a sale of Shares held by KEHL or a sale of shares in KEHL). The size of the cash bonus payable will be determined on the basis of FRXIIs and FRXII-As achieved multiples of invested capital (MOIC) calculated based on their total return on their investment in KEHL divided by the sum of FRXII and FRXII-As invested capital and investment expenses. Under this formula, a cash bonus is payable from when the MOIC is 1.5 times or greater and increases as a higher MOIC is achieved. For MOICs between these values, the cash bonus payment is interpolated linearly between each milestone. The cash bonus will be split two-thirds to CKR and onethird to Komodo. A similar cash bonus payment will be payable by FRXII and FRXII-A to Radtke Investments L.P. contingent on the same MOIC thresholds that CKR and Komodo have to meet and the amount payable will be one per cent. of the aggregate amounts paid to CKR and Komodo. Save as discussed above and in BusinessOur History, there were no significant changes in the percentage ownership of our Company held by our Directors and substantial shareholders since the date of incorporation and up to the Latest Practicable Date. There has not been any public take-over by a third party in respect of our Shares or by our Company in respect of the shares of another corporation which has occurred between the beginning of the most recent completed financial year and the Latest Practicable Date. Change of Control of our Company We are not aware of any arrangements that may, at a subsequent date, result in a change of control of our Company. Control of our Company As of the date of this offering document, we are controlled (as such term is defined in the Listing Manual) by KEHL and Devan International Limited, which owns 63.0 per cent. and 36.0 per cent. of the total number of issued Shares of our Company, respectively. The remaining issued Shares of our Company are owned by CKR (0.5 per cent.), Komodo (0.3 per cent.) and Radtke Investments L.P. (0.2 per cent.). CKR is held equally by three of our Directors, Keith Cameron, Chris Gibson-Robinson and Richard Lorentz. Komodo is held by six of our Executive Officers, Stephen Clifford, Kelvin Tang, James Parkin, Tim Kelly, Michael Wibley and Chris Wilson. Radtke Investments L.P. is owned by Duane Radtke (2.0 per cent.), a Non-Executive Independent Director of our Company, his wife (2.0 per cent.) and their two sons (48.0 per cent. each). Duane Radtke and his wife are the general partners in Radtke Investments L.P., and each is able to make decisions for Radtke Investments L.P. The remaining issued Shares of our Company are held by Keith Pringle (0.02 per cent.), Jeff MacDonald (0.03 per cent.) and Geoffrey Taylor Bennett (0.02 per cent.). Jeff MacDonald is a Non-Executive Independent Director of our Company. Devan International Limited is an indirect wholly-owned subsidiary of Keppel. Temasek Holdings (Private) Limited holds a controlling interest in Keppel and is deemed to have an interest in the shares held by Devan International Limited. Temasek Holdings (Private) Limited is wholly-owned by the Singapore government through the Minister for Finance (Incorporated), a body corporate constituted under the Minister for Finance (Incorporated) Act, Chapter 183 of Singapore. Save as disclosed in this offering document, to the best of the knowledge of our Directors, our Company is not directly or indirectly owned or controlled whether severally or jointly, by any other
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person or government and there is no known arrangement, the operation of which may, at a subsequent date, result in a change in the control of our Company. Termination of Shareholders Agreement On July 9, 2012, FRXII, FRXII-A, CKR, Komodo, Devan International Limited, Radtke Investments L.P., Keith Pringle, Jeff MacDonald, Geoffrey Taylor Bennett, certain senior management personnel and our Company had entered into a shareholders agreement (the Shareholders Agreement) to regulate their rights and obligations following the Keppel Subscription. The Shareholders Agreement contains customary terms on, among others, the composition of the board of directors of the Company, reserved board and shareholder matters, shareholder funding and equity financing, rights of the shareholders (including rights to nominate directors of our Company), deadlock provisions, granting of share awards to the senior management personnel employed by our Company under a management shareholders incentives scheme, and restrictions on new issuances and transfers of shares in our Company without first offering such shares to the other shareholders. The parties in the Shareholders Agreement also acknowledged that it is their intention and a key part of our Companys strategy to undertake an initial public offering of the Company. The Shareholders Agreement also provides for termination upon the consummation of the Offering. The termination of the Shareholders Agreement will result in the rights and obligations of the parties becoming the same as those rights and obligations of other persons who will become shareholders of our Company pursuant to the Offering. Such rights and obligations will be governed by our Articles, the Listing Manual and applicable law. Information on Cornerstone Investors Concurrently with, but separately from the Offering, the Cornerstone Investors have entered into Cornerstone Subscription Agreements dated June 27 and 28, 2013 with the Company to subscribe for Cornerstone Shares at the Offering Price, conditional upon the Offer Agreement and the Purchase Agreement having been entered into and not having been terminated pursuant to their terms on or prior to the Listing Date. Based on the Assumed Offering Price and an exchange rate of US$1.00 = S$1.26, an aggregate of [93,319,000] Cornerstone Shares will be issued to the Cornerstone Investors. As several Cornerstone Investors commitments are for absolute dollar amounts, the actual number of Cornerstone Shares will be finalized upon determination of the Offering Price. The Cornerstone Investors are: Capital Guardian Trust Company, Capital International, Inc., Capital International Limited and Capital International Srl The Capital Group is a holding company for several subsidiary companies engaged in the investment management business. Capital Guardian Trust Company, Capital International, Inc., Capital International Limited and Capital International Srl are investment advisors to various client accounts and investment funds around the world. Devan International Limited Devan International Limited is an existing controlling shareholder of our Company and a whollyowned subsidiary of Keppel. Keppel is one of the worlds largest offshore marine groups with a global footprint across more than 30 countries. Palang Sophon Offshore Palang Sophon Offshore is a wholly-owned subsidiary of Palang Sophon Limited, the investment vehicle of the Sophonpanich family. In 1991, Palang Sophon Limited participated in the acquisition of B8/32 and B9A in partnership with Mrsk Oil, Rutherford-Moran Exploration Company and Pogo Production Company. In 2010, we acquired our interest in B8/32 and B9A from Palang Sophon Limited, which retains a two per cent. Working Interest in the block. Palang Sophon Limited is the only member of the original participants that still retains an interest in B8/32 and B9A.
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INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS For purposes of this section, the following definitions will apply: 1. our Group means: (a) (b) (c) 2. our Company; a subsidiary of our Company that is not listed on the SGX-ST or any approved exchange; or an associated company of our Company that is not listed on the SGX-ST or any approved exchange and which our Group and our interested person(s) have control.

approved exchange means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles in Chapter 9 of the Listing Manual. interested person means: (a) (b) a director, chief executive officer, or controlling shareholder of our Company; or an associate of any such director, chief executive officer, or controlling shareholder.

3.

Certain terms such as associate, associated company, control, controlling shareholder, and interested person used in this section have the meanings as provided in the Listing Manual and in the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (SFR), unless the context specifically requires the application of the definitions in one or the other as the case may be. In general, transactions between our Group and any of our interested persons would constitute interested person transactions for the purposes of Chapter 9 of the Listing Manual. Details of the present and ongoing transactions as well as past transactions between our Group and our interested persons which are material in the context of the Offering are set out below. We have entered into certain other transactions with our interested persons which are material in the context of the Offering, as further disclosed in this section and the sections entitled Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources Borrowings and Share Capital and Shareholders of this offering document. Save as disclosed in these sections, there are no interested person transactions that are material in the context of the Offering for the last three fiscal years ended December 31, 2010, 2011 and 2012 and for the period from January 1, 2013 until the Latest Practicable Date. Save as otherwise provided in this section, investors, upon subscription and/or purchase of the Offering Shares, are deemed to have specifically approved these transactions with our interested persons and as such these transactions are not subject to Rules 905 and 906 of the Listing Manual to the extent that there are no subsequent changes to the terms of the agreements in relation to each of these transactions. In line with the rules set out in Chapter 9 of the Listing Manual, a transaction which value is less than S$100,000 is not considered material in the context of the Offering and is not taken into account for the purposes of aggregation in this section. PAST INTERESTED PERSON TRANSACTIONS Details of the past transactions between our Group and interested persons which are material in the context of the Offering, for the past three fiscal years ended December 31, 2010, 2011 and 2012 and for the period from January 1, 2013 until the Latest Practicable Date are as follows: Transactions with our Controlling Shareholders KEHL and Devan International Limited are controlling shareholders of our Company and are therefore interested persons of our Group.
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Management Services Fee In 2010, our wholly-owned subsidiary, KrisEnergy Pte. Ltd. (KEPL) provided services to KEHL and received payments from KEHL pursuant to a service agreement dated September 1, 2009 between KEPL and KEHL (the Management Service Agreement). Pursuant to the Management Service Agreement, KEPL provided services such as (i) geological and geophysical services, (ii) operating and engineering services and (iii) finance, administration, logistics and professional support, to the asset portfolio of KEHL. The Management Service Agreement was entered into on an arms length basis. From our incorporation through December 31, 2010, the aggregate amounts received by KEPL under the Management Services Agreement were US$13.4 million. As of the Latest Practicable Date, there is no amount due from KEHL as the Management Service Agreement was novated on January 1, 2011 by KEHL to our wholly-owned subsidiary, KEHCL which assumed the rights, title, interest and benefits of KEHL under the Management Services Agreement. Shareholders Loans From July 15, 2009 to March 4, 2011, our Company was provided interest-free shareholder loans by KEHL amounting to an aggregate of US$288.7 million. All of the shareholder loans outstanding on July 4, 2012 were capitalized into shares in our Company on the same date. The shareholder loans to our Company were not on an arms length basis as the loans were not subject to any interest. As of December 31, 2010, 2011 and 2012 and the Latest Practicable Date, the aggregate amounts owed by our Company to KEHL under the shareholder loans were US$2,469, US$288.1 million, nil and nil, respectively. The largest amount outstanding during the period under review was US$288.1 million. As of the Latest Practicable Date, there is no outstanding amount as all the loans were repaid by our Company on July 4, 2012. Monitoring Charges paid by our Company to our Controlling Shareholders pursuant to the Shareholders Agreement From July 9, 2012 to the date of Listing, pursuant to the Shareholders Agreement, our Company pays a fixed amount per annum as full or partial reimbursement to KEHL and Devan International Limited for each of their out-of-pocket costs incurred in connection with monitoring their investment in our Group. The Shareholders Agreement will terminate upon the Listing in which case our Company will not be required to make payments to KEHL and Devan International Limited after the Latest Practicable Date. The amounts paid by our Company to KEHL and Devan International Limited for fiscal year ended December 31, 2012 were US$96,175 and US$25,000 respectively and for the period from January 1, 2013 until the Latest Practicable Date were US$100,000 and US$25,000 respectively. The Company confirms that such Shareholders Agreement was entered into on an arms length basis and under commercial terms. PRESENT AND ONGOING INTERESTED PERSON TRANSACTIONS Details of the present and ongoing transactions between our Group and interested persons which are material in the context of the Offering, for the past three fiscal years ended December 31, 2010, 2011 and 2012 and for the period from January 1, 2013 until the Latest Practicable Date are as follows: Secondment Agreement and Technical Services Agreement with Keppel Oil & Gas Pte. Ltd. KOG is the shareholder of our direct controlling shareholder Devan International Limited and is therefore an interested person of our Group. On July 9, 2012, our Company entered into a secondment agreement (the Secondment Agreement) with KOG pursuant to which KOG could second up to two employees to our Company or its affiliates. KOG does not charge our Company for the secondment and KOG is solely responsible for all expenses
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of the secondee(s) during the secondment period. Any expense incurred by our Company in respect of the secondee(s) are reimbursed by KOG. The Secondment Agreement is for a period of five years commencing from July 2012. No amount was paid by our Company pursuant to the Secondment Agreement for fiscal year ended December 31, 2012 and for the period from January 1, 2013 until the Latest Practicable Date. The Secondment Agreement was entered into on an arms length basis and based on normal commercial terms. On July 9, 2012, our Company also entered into a technical services agreement (the Technical Services Agreement) with KOG pursuant to which it engaged our Company to provide certain technical advisory services to assist KOG in evaluating upstream oil and gas investment opportunities in and outside Southeast Asia. The fees payable by KOG are based on pre-agreed daily rates ranging from US$850 to US$2,950 for various categories of personnel and such rates may be reviewed and adjusted by the parties on an annual basis. The Technical Services Agreement is for a period of three years. The amounts received by our Company pursuant to the Technical Services Agreement for fiscal year ended December 31, 2012 and for the period from January 1, 2013 until the Latest Practicable Date were nil and US$16,563 respectively. The Technical Services Agreement was entered into on an arms length basis and on a cost recovery basis. The amounts payable or receivable under the Technical Services Agreement and the arrangements under the Secondment Agreement will be deemed specifically approved by our Shareholders upon subscription and/or purchase of our Shares and will therefore not be subject to Rules 905 and 906 of the Listing Manual to the extent that there are no subsequent changes to the amount payable or the arrangements, as the case may be, which will adversely affect us. Any amendment to the amount payable or receivable or the arrangements, as the case may be, will be subject to Rules 905 and 906 of the Listing Manual. Where our Shareholders are required to approve the change or amendment, then the relevant interested persons and their associates will be required to abstain from voting. REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS All future interested person transactions will be reviewed and approved in accordance with the threshold limits set out under Chapter 9 of the Listing Manual, to ensure that they are carried out on normal commercial terms and are not prejudicial to our interests and the interests of our minority shareholders. In the event that such interested person transactions require the approval of our Board and the Audit Committee, relevant information will be submitted to the Board or the Audit Committee for review. In the event that such interested person transactions require the approval of shareholders, additional information may be required to be presented to shareholders and an independent financial adviser may be appointed for an opinion. In the review of all future interested person transactions the following procedures will be applied: (i) transactions (either individually or as part of a series or if aggregated with other transactions involving the same related party during the same fiscal year) equal to or exceeding S$100,000 in value but below three per cent. of the value of our Companys net tangible assets will be subject to review by the Audit Committee at regular intervals; transactions (either individually or as part of a series or if aggregated with other transactions involving the same related party during the same fiscal year) equal to or exceeding three per cent. but below five per cent. of the value of our Companys net tangible assets will be subject to the review and prior approval of the Audit Committee. Such approval shall only be given if the transactions are on arms length commercial terms and are consistent with similar types of transactions made with non-interested parties; and transactions (either individually or as part of a series or if aggregated with other transactions involving the same related party during the same fiscal year) equal to or exceeding five per cent.
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(ii)

(iii)

of the value of our Companys net tangible assets will be reviewed and approved by the Audit Committee, prior to such transactions being entered into, which may, as it deems fit, request advice on the transaction from independent sources or advisers, including the obtaining of valuations from independent professional valuers. In particular, the Audit Committee will continue to monitor and review the Companys provision of technical advisory services to KOG under the Technical Services Agreement. In respect of upstream oil and gas investment opportunities within Southeast Asia, the Company will only provide such services to KOG if: (i) the Chief Executive Officer, the Director of Exploration & Production and the Director of Business Development unanimously agree that the same opportunities present no interest to the Company; and the Audit Committee concurs with that decision.

(ii)

In respect of upstream oil and gas investment opportunities outside Southeast Asia, the Company will not provide such services to KOG without the prior consent of the Audit Committee. Additionally, a register will be maintained to record all interested person transactions (incorporating the basis, amount and nature, on which they are entered into). The Audit Committee will review all interested person transactions to ensure that the prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual) are complied with. We will also endeavor to comply with the recommendations set out in the Code of Corporate Governance. The annual internal audit plan will incorporate a review of all interested person transactions entered into. The Audit Committee will review internal audit reports to ascertain that the guidelines and procedures established to monitor interested person transactions have been complied with. In addition, the Audit Committee will also review from time to time such guidelines and procedures to determine if they are adequate and/or commercially practicable in ensuring that transactions between us and our interested persons are conducted on arms length commercial terms. Transactions falling within the above categories, if any, will be reviewed quarterly by the Audit Committee to ensure that they are carried out on normal commercial terms and in accordance with the procedures outlined above. All relevant non-quantitative factors will also be taken into account. Such review includes the examination of the transaction and its supporting documents or such other data deemed necessary by our Audit Committee. The Audit Committee will also ensure that all disclosure, approval and other requirements on interested person transaction, including those required by prevailing legislation, the Listing Manual and relevant accounting standards, are complied with. In the event that a member of the Audit Committee is interested in any interested person transaction, he will abstain from reviewing that particular transaction. We will also disclose the aggregate value of interested person transactions conducted during the current fiscal year in our annual report. POTENTIAL CONFLICTS OF INTERESTS We summarize below the potential conflicts of interests which may arise from the interests of our Controlling Shareholders, our Directors and their respective associates in any entity carrying on the same business and/or dealing in similar products as us. Our Controlling Shareholders Our Controlling Shareholders, First Reserve and Keppel, and their respective associates, currently do not have investments in other entities in the upstream oil and gas industry in the countries in which we operate, namely countries in Southeast Asia. Accordingly, there are no potential conflicts of interests between the interests of our Controlling Shareholders and our Group.

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Certain of our Directors Two of our Directors, Will Honeybourne and Brooks Shughart, are nominees of First Reserve. Will Honeybourne is a Managing Director of First Reserve while Brooks Shughart is a Director of First Reserve. Two of our Directors, Choo Chiau Beng and Loh Chin Hua, are nominees of Keppel. Choo Chiau Beng is the Chief Executive Officer of Keppel and the Chairman of Keppel Offshore & Marine Ltd. while Loh Chin Hua is the Chief Financial Officer of Keppel. First Reserve, Keppel and their respective associates, may, from time to time, make investments in other companies in the oil and gas industries in the countries in which we operate. As a result, there may be circumstances where our investments compete directly with the investments of First Reserve and/or Keppel, who are our Controlling Shareholders, and their respective associates. Chris Gibson-Robinson is the sole shareholder of FECO Ltd., which is a company engaged in the business of providing geological and geophysical data to upstream oil and gas companies. Duane Radtke is the President and Chief Executive Officer of Valiant Exploration LLC, a Director of Devon Energy Corporation and the Non-Executive Chairman of the board of directors for Sabine Oil & Gas (formerly known as NFR Energy LLC), all of which are exploration and production companies based in the US and focused on oil and gas assets in the US. Duane Radtke is also a general partner of Radtke Investments L.P., a fund based in the US with a portfolio containing oil and gas assets in the US. Jeff MacDonald is a Non-Executive Director of Empire Oil and Gas, which is an upstream oil and gas company listed on ASX and focused on Australian oil and gas assets. Tan Ek Kia is a Non-Executive Independent Director of Keppel Offshore & Marine Ltd. and Keppel (a controlling shareholder of the Company). Mitigation We believe that any potential conflicts of interests are addressed as follows:

Neither First Reserve nor Keppel has majority control of the board seats in our Company. As of the date of this offering document, neither First Reserve nor Keppel intends to gain majority control over the board seats in the Company. In the event that either First Reserve or Keppel is to acquire majority control of the board of the Company, our Independent Directors will review whether our current measures and safeguards for addressing conflicts of interests are sufficient, and if these are not sufficient, the Company will put in place additional measures and safeguards to mitigate the conflicts of interests. The respective board of directors of First Reserve and Keppel and their respective associates operate separately and distinctly from our Board of Directors. First Reserve and Keppel will only hold non-executive functions on our Companys board. Our management team is independent and unrelated to First Reserve and Keppel. First Reserve and Keppel will not be participating in our day-to-day management. Will Honeybourne and Brooks Shughart being nominees appointed by First Reserve and Choo Chiau Beng and Loh Chin Hua, being nominees appointed by Keppel, hold non-executive functions on our Board of Directors and do not oversee our day-to-day management. With respect to Valiant Exploration LLC, Devon Energy Corporation and Sabine Oil & Gas (formerly, NFR Energy LLC), all of which are exploration and production companies based in the US, focused on oil and gas assets in the US and do not currently engage in any upstream activities in Southeast Asia. With respect to Radtke Investments L.P., it is a fund based in the US with a portfolio containing oil and gas assets in the US and does not have any upstream Southeast Asian oil and gas assets. In addition, Duane Radtke holds non-executive positions in Devon Energy Corporation and Sabine Oil & Gas (formerly, NFR Energy LLC) and is not involved in their day-to-day management.
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With respect to Empire Oil and Gas, it is an upstream oil and gas company focused on oil and gas Australian assets and does not currently engage in any upstream activities in Southeast Asia. In addition, Jeff MacDonald is a Non-Executive Director of Empire Oil and Gas and is not involved in its day-to-day management. With respect to Keppel Offshore & Marine Ltd. and Keppel, Tan Ek Kia is the Non-Executive Independent Director and he is not accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of Keppel Offshore & Marine Ltd. or Keppel. Our Directors have a duty to disclose their interests in respect of any contract, arrangement or any other proposal whatsoever in which they have any personal material interest, directly or indirectly, or any actual or potential conflicts of interest (including conflicts of interest that arise from their directorship(s) or executive position(s) or personal investments in any other corporation(s)) that may involve them. Upon such disclosure, such Directors will not participate in any proceedings of our Board of Directors, and shall in any event abstain from voting in respect of any such contract, arrangement, proposal, transaction or matter in which the conflict of interest arises, unless and until our Audit Committee has determined that no such conflict of interest exists. Our Independent Directors do not currently have any interest, direct or indirect, or directorship in any entity carrying on upstream activities in Southeast Asia. Will Honeybourne and Brooks Shughart, being nominees appointed by First Reserve, confirm that they will notify the Board of Directors of any acquisition by First Reserve of a petroleum license in Southeast Asia or any investment by First Reserve in a company that engages in oil and gas exploration and production in Southeast Asia as soon as practicable following having knowledge of the signing of definitive agreements in relation to such acquisition, and Choo Chiau Beng and Loh Chin Hua, being nominees appointed by Keppel, confirm that they will notify the Board of Directors of any acquisition by Keppel of a petroleum license in Southeast Asia or any investment by Keppel in a company that engages in oil and gas exploration and production in Southeast Asia as soon as practicable following having knowledge of the signing of definitive agreements in relation to such acquisition. Upon such notification, such nominees appointed by First Reserve and/or Keppel will not participate in any proceedings of our Board of Directors, and shall in any event abstain from voting in respect of any such contract, arrangement, proposal, transaction or matter in which the conflict of interest arises, unless and until our Audit Committee has determined that no such conflict of interest exists.

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TAXATION Cayman Islands Taxation The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. Pursuant to section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Cabinet: (i) (ii) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciation shall apply to us or our operations; and that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on or in respect of the shares, debentures or other obligations of ours.

The undertaking for us is for a period of 20 years from October 20, 2009. As such, the shareholders of the Company should not be subject to any tax in the Cayman Islands. In particular:

No taxes, fees, imposts or other charges in the nature of tax (including stamp duty) are payable (either by direct assessment or withholding) to the government or other taxing authority in the Cayman Islands under the currently applicable laws of the Cayman Islands in respect of the payment of dividends and other distributions declared and payable on shares of the Company. All dividends and other distributions declared and payable on the shares in the share capital of the Company to shareholders (both individuals and juristic persons) not resident in the Cayman Islands will not be subject to income, withholding or other taxes under the currently applicable laws and regulations of the Cayman Islands or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein without the necessity of obtaining any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.

Singapore Taxation The statements made herein regarding taxation are general in nature and based on certain aspects of the tax laws of Singapore and administrative guidelines issued by the relevant authorities in force as of the date of this offering document and are subject to any changes in such laws or administrative guidelines, or in the interpretation of these laws or guidelines, occurring after such date, which changes could be made on a retrospective basis. These laws and guidelines are also subject to various interpretations, and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. The statements below are not to be regarded as advice on the tax position of any holder of our Shares or of any person acquiring, selling or otherwise dealing with our Shares or on any tax implications arising from the acquisition, sale or other dealings in respect of our Shares. The statements made herein do not purport to be a comprehensive or exhaustive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of our Shares and do not purport to deal with the tax consequences applicable to all categories of investors some of which (such as dealers in securities) may be subject to special rules. Prospective shareholders are advised to consult their own tax advisers as to the Singapore or other tax consequences of the acquisition, ownership or disposal of our Shares. The statements below are based on the assumption that our Company is a tax resident in Singapore for Singapore income tax purposes. It is emphasized that neither our Company nor any other persons involved in this offering document accept responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of our Shares.
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Individual income tax An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he resides in Singapore. Individual taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore, unless the income is specifically exempt from tax in Singapore. All foreign-sourced income received in Singapore on or after January 1, 2004 by a Singapore tax resident individual (except for income received through a partnership in Singapore) is exempt from Singapore income tax if the Comptroller of Income Tax in Singapore (Comptroller) is satisfied that the tax exemption would be beneficial to the individual. A Singapore tax resident individual is taxed at progressive rates ranging from 0.0 per cent. to 20.0 per cent. Non-resident individuals, subject to certain exceptions and conditions, are subject to Singapore income tax on income accruing in or derived from Singapore (other than employment income) at the rate of 20.0 per cent. Non-resident individuals receiving Singapore employment income are taxed at a flat rate of 15.0 per cent or resident rates whichever gives rise to a higher tax payable. Corporate income tax A corporate taxpayer is regarded as resident in Singapore for Singapore tax purposes if the control and management of its business is exercised in Singapore. Corporate taxpayers who are Singapore tax residents are subject to Singapore income tax on income accruing in or derived from Singapore and, subject to certain exceptions, on foreign sourced income received or deemed to be received in Singapore. Under section 13(8) of the Singapore Income Tax Act ITA, foreign-sourced income in the form of dividends, branch profits and services income received or deemed to be received in Singapore by Singapore tax resident companies on or after June 1, 2003 are exempt from tax if certain prescribed conditions are met, including the following: (i) (ii) such income is subject to tax of a similar character to income tax under the law of the jurisdiction from which such income is received; and at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or profits from any trade or business carried on by any company in that territory at that time is not less than 15.0 per cent.

Certain concessions and clarifications have also been announced by the Inland Revenue Authority of Singapore with respect to such conditions. In particular, companies engaged in substantive business activities overseas that remit their foreign-sourced dividend, foreign branch profits and foreign-sourced service income to Singapore but are unable to meet the conditions for tax exemption under section 13(8) of the ITA may be granted tax exemption under section 13(12) of the ITA if they remit their specified foreign income under specific scenarios and satisfy the qualifying conditions. A non-resident corporate taxpayer is subject to income tax on income that is accrued in or derived from Singapore, and on foreign-sourced income received or deemed received in Singapore, subject to certain exceptions. The corporate tax rate is 17.0 per cent. with effect from year of assessment 2010. In addition, three quarters of up to the first S$10,000, and one-half of up to the next S$290,000, of a companys chargeable income otherwise subject to normal taxation is exempt from corporate tax. The remaining chargeable income will be fully taxable at the corporate tax rate. New companies will also, subject to certain conditions, be eligible for full tax exemption on their normal chargeable income of up to S$100,000 a year for each of the companys first three years of assessment.
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Dividend distributions Where the Company is not tax resident in Singapore As our Company is incorporated in the Cayman Islands and the control and management of its business is exercised outside of Singapore, the Company would not be treated a tax resident of Singapore. Dividends paid by our Company in respect of our Shares would be considered as income sourced outside Singapore (unless the Shares are held as part of a trade or business carried out in Singapore in which case, the holders of such Shares may taxed on the dividends as they are derived). To the extent that this foreign sourced dividend income is received or deemed received in Singapore by an individual who is either a resident or non-resident of Singapore for tax purposes, it will generally be exempt from Singapore tax (except where such income is received by a Singapore tax resident through a partnership in Singapore). Foreign-sourced dividends on the Shares received or deemed received by corporate investors who are tax resident in Singapore will be liable to Singapore income tax. However, if the conditions for the exemption of the foreign-sourced income are met, the dividends on the Shares received by corporate investors resident in Singapore could be exempt from Singapore income tax. Foreign-sourced dividends on the Shares received or deemed received in Singapore by corporate investors who are not tax resident in Singapore and who do not have a permanent establishment or tax presence in Singapore will generally not be subject to income tax in Singapore. Where the Company is tax resident in Singapore Where our Company is treated as a tax resident of Singapore, dividends received in respect of our Shares by either a resident or non-resident of Singapore are not subject to Singapore withholding tax. Under the one-tier corporate tax system, the tax on corporate profits is final and dividends paid by a Singapore resident company are tax exempt in the hands of a shareholder, regardless of whether the shareholder is a company or an individual and whether or not the shareholder is a Singapore tax resident. Gains on disposal of Shares Singapore does not impose tax on capital gains. There are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. Gains arising from the disposal of our Shares may be construed to be of an income nature and subject to Singapore income tax, especially if they arise from activities which are regarded as the carrying on of a trade or business and the gains are sourced in Singapore. In addition, shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard 39 Financial Instruments - Recognition and Measurement (FRS 39) for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39 (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of our Shares is made. Shareholders who may be subject to such tax treatment should consult their own accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of our Shares. Stamp duty There is no stamp duty payable on the subscription of our Shares. Where our Shares evidenced in certificated form are acquired in Singapore, stamp duty is payable on the instrument of transfer of our Shares at the rate of S$0.20 for every S$100 or part thereof of the
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consideration for, or market value of, our Shares, whichever is higher. The stamp duty is borne by the purchaser unless there is an agreement to the contrary. Where an instrument of transfer is executed outside Singapore or no instrument of transfer is executed, no stamp duty is payable on the acquisition of our Shares. However, stamp duty may be payable if the instrument of transfer is executed outside Singapore and is received in Singapore. Stamp duty is not applicable to electronic transfers of our Shares through the scripless trading system operated by CDP. Estate duty Singapore estate duty has been abolished with respect to all deaths occurring on or after February 15, 2008. Goods and services tax (GST) The sale of our Shares by a GST-registered investor belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply not subject to GST. Any input GST incurred by the GST-registered investor in making such an exempt supply is generally not recoverable from the Singapore Comptroller of GST. Where our Shares are supplied by a GST-registered investor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit of a person belonging outside Singapore, the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject to GST at 0.0 per cent. Any input GST incurred by the GST-registered investor in making such a supply in the course of or furtherance of a business carried on by such investor may be fully recoverable from the Singapore Comptroller of GST. Services consisting of arranging, broking, underwriting or advising on the issue, allotment or transfer of ownership of our Shares rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in connection with the investors purchase, sale or holding of our Shares will be subject to GST at the standard rate of 7.0 per cent. Similar services rendered contractually to and for the direct benefit of an investor belonging outside Singapore should generally, subject to satisfaction of certain conditions, be subject to GST at 0.0 per cent. CERTAIN US FEDERAL INCOME TAX CONSEQUENCES The discussion of US tax matters set forth in this offering document was written in connection with the Offering and was not intended or written to be used, and cannot be used, by any person for the purpose of avoiding tax-related penalties under US federal, state or local tax law. Each taxpayer should seek advice based on its particular circumstances from an independent tax advisor. The following summary describes certain US federal income tax consequences that may be relevant to the acquisition, ownership and disposition of the Shares by US Holders (as defined below). This description addresses only the US federal income tax considerations applicable to US Holders that are initial purchasers of Shares pursuant to the Offering and that will hold the Shares as capital assets for US federal income tax purposes. This description does not address state, local and non-US tax considerations that may be applicable to holders of the Shares and does not address all of the tax considerations applicable to holders that may be subject to special tax rules, including: financial institutions; insurance companies; real estate investment trusts or regulated investment companies; dealers or traders in securities or currencies; tax-exempt entities; persons that hold the Shares as part of a hedging or conversion transaction or as a position in a straddle for US federal income tax purposes; persons that have a functional currency other than the US dollar; holders that own or are deemed to own 10.0 per cent. or more of the Shares. This description is based on the final, proposed and temporary US Treasury Regulations and judicial and administrative interpretations thereof, in each case as available on the date hereof. US federal tax
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laws and the interpretation thereof are subject to change, which change could apply retroactively and could affect the tax consequences described below. As used herein, the term US Holder means a beneficial owner of Shares that is for US federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity treated as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to US federal income tax regardless of its source, or (iv) a trust if both a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. If an entity that is classified as a partnership for US federal income tax purposes invests in the Shares, the US federal income tax consequences to the partners of such partnership will depend on the activities of the partnership and the status of the partners. A partnership considering an investment in Shares should consult its tax advisors about the consequences to its partners of the acquisition, ownership or other disposition of Shares by the partnership. This description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of the Shares. Prospective investors should consult their tax advisors with respect to the US federal, state, local and non-US tax consequences of acquiring, owning or disposing of the Shares in their particular circumstances. Taxation of Distributions Subject to the discussion below under the paragraph headed Passive Foreign Investment Company, the US dollar value of distributions paid on the Shares generally will be includable in a US Holders ordinary income as a foreign-source dividend to the extent paid out of our current or accumulated earnings and profits (as determined under US federal income tax principles) at the time the US Holder actually or constructively receives such amount. We do not intend to compute our earnings and profits under US federal income tax principles, and therefore US Holders should not expect to have sufficient information to treat a distribution as not coming out of earnings and profits. US Holders should consult their tax advisors regarding how to account for dividends paid in currencies other than US dollars. The dividends will not be eligible for the dividends received deduction generally allowed to US corporations with respect to dividends received from other US corporations nor will they be eligible for lower rates of taxation applicable to certain dividends. Disposition of the Shares Subject to the discussion below under the paragraph headed Passive Foreign Investment Company, for US federal income tax purposes, a US Holder will generally recognize capital gain or loss on the sale or other disposition of the Shares, which will be long-term capital gain or loss if the US Holder has held the Shares for more than one year. The amount of the US Holders gain or loss will be equal to the difference between the US dollar value of the amount realized on the sale or other disposition of the Shares and the US Holders adjusted tax basis in the Shares disposed of. A US Holders adjusted tax basis in the Shares generally should equal the US dollar value of the price the US Holder paid to acquire the Shares. US Holders should consult their tax advisors regarding how to account for disposition proceeds received in currency other than the US dollar. Any gain or loss generally will be US source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to limitations. Passive Foreign Investment Company There is a significant risk that we will be classified as a PFIC for US federal income tax purposes for our current year and for the foreseeable future. A non-US corporation generally will be classified as a PFIC if in any taxable year, after applying certain look-through rules, either (i) at least 75.0 per cent. of its gross income is passive income or (ii) on average at least 50.0 per cent. of the quarterly gross value of its assets is attributable to assets that produce passive income or are held for the production of
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passive income. For this purpose, passive income generally includes, among other items, dividends, interest, certain rents, royalties, income from certain commodities transactions and gains from the disposition of passive assets. If we are classified as a PFIC for any taxable year during which a US Holder owns Shares, to the extent a mark-to-market election (as discussed below) does not apply to the US Holders investment in the Shares, the US Holder will be subject to special tax rules with respect to (i) excess distributions received and (ii) any gain realized from a sale, exchange or other disposition (including a pledge) of the Shares. Excess distributions are distributions received in a taxable year that are greater than 125.0 per cent. of the average annual distributions received during the shorter of the three preceding taxable years or the US Holders holding period for the Shares. Under these rules (the Excess Distribution Rules), (i) the excess distribution or gain will be allocated ratably over the US Holders holding period for the Shares; (ii) the amount allocated to the year of the distribution or gain and to any year before we became a PFIC will be treated as ordinary income; and (iii) the amount allocated to each other prior year will be subject to tax at the highest tax rate in effect for that year as well as an interest charge (at the rate generally applicable to underpayments of tax due in such year) which will be imposed on the resulting tax liability. If we are classified as a PFIC and the Shares are marketable securities for purposes of the PFIC rules, a US Holder may make an election to include gain or loss on the Shares as ordinary income or loss under a mark-to-market method of accounting. The Shares will be marketable securities to the extent they are regularly traded on a qualified exchange. A non-US exchange will be a qualified exchange if it is properly regulated and meets certain trading, listing, financial disclosure and other requirements. The Shares generally will be treated as regularly traded in any calendar year in which more than a de minimis quantity of the Shares is traded on a qualified exchange on at least 15 days during each calendar quarter. If a US Holder makes the mark-to-market election, the US Holder generally will recognize as ordinary income any excess of the fair market value of the Shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a US Holder makes the election, the US Holders tax basis in the Shares will be adjusted to reflect these income or loss amounts. Any gain recognized on the sale or other disposition of Shares will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a US Holder makes a markto-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the Shares are no longer regularly traded on a qualified exchange or the US Internal Revenue Service (the IRS) consents to the revocation of the election. Prospective US Holders are urged to consult their own tax advisers about the availability of the markto-market election and whether making the election would be advisable in their particular circumstances. In particular, US Holders should consider carefully the impact of a mark-to-market election with respect to their Shares given that there is a significant risk that we will have subsidiaries that are classified as PFICs. There is also a significant risk that even if a valid mark-to-market election is made with respect to the Shares, indirect interests in subsidiary PFICs will be subject to the Excess Distribution Rules described above. Under these rules, distribution from, and dispositions of interests in, these subsidiaries, as well as certain other transactions, are likely be treated as a distribution or disposition subject to the Excess Distribution Rules. US Holders are urged to consult their tax advisors about the application of the PFIC rules to our subsidiaries. In some cases, a shareholder of a PFIC can avoid the interest charge and the other adverse PFIC consequences described above by making a qualified electing fund election to be taxed currently on its share of the PFICs undistributed income. We do not expect to provide US Holders with the information necessary for a qualified electing fund election to be made.

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Information Reporting Requirements and Backup Withholding Information returns may be filed with the IRS in connection with distributions to US Holders, as well as in connection with the proceeds from sales of the Shares by US Holders, unless a US Holder establishes that it is exempt from the information reporting rules. If a US Holder does not establish that it is exempt from these rules, it may be subject to backup withholding on these payments if it fails to provide its taxpayer identification number or otherwise comply with the backup withholding rules. The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against its US federal income tax liability and may entitle the US Holder to a refund, provided that the required information is furnished in a timely manner to the IRS. US Holders should consult their own tax advisors about any reporting or filing obligations that may result from acquiring, owning or disposing of the Shares in their particular circumstances.

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PLAN OF DISTRIBUTION The Offering CLSA Singapore Pte Ltd and Merrill Lynch (Singapore) Pte. Ltd. are acting as Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters (the Underwriters) in connection with the Offering. The Offering consists of: (i) the International Offer to institutional and other investors in Singapore, the United States and elsewhere (including the International Reserved Shares); and (ii) the Singapore Public Offer (including the Singapore Reserved Shares). The Underwriters may allocate the Offering Shares between the International Offer and the Singapore Public Offer in the event of undersubscription in one and over-subscription in the other upon consultation by the Underwriters with the Company. Cornerstone Shares Concurrent with but separate from the Offering, each of the Cornerstone Investors has entered into a Cornerstone Subscription Agreement with the Company to subscribe (based on the Assumed Offering Price and an exchange rate of US$1.00 = S$1.26) for an aggregate of [93,319,000] Cornerstone Shares at the Offering Price. Completion of the subscription of the Cornerstone Shares by the Cornerstone Investors is separate and conditional upon the Purchase Agreement and the Offer Agreement (each as defined below) having been entered into, becoming unconditional and not having been terminated pursuant to their terms on or prior to the Listing Date. The Offering is not conditional on the completion of the purchase of the Cornerstone Shares by any of the Cornerstone Investors. The International Offer We, KEHL and the Underwriters for the International Offer have entered into a purchase agreement (the Purchase Agreement) dated , 2013 pursuant to which we will sell, and each Underwriter severally and not jointly, has agreed to purchase, subject to certain conditions, the number of Offering Shares set forth opposite such Underwriters name in the following table, at the Offering Price if any of these Offering Shares are not purchased, and any Cornerstone Shares which the Cornerstone Investors may fail to subscribe or pay for, at the Offering Price, in the proportions set forth opposite their names below. The Purchase Agreement may be terminated at any time prior to the issue and transfer (as applicable) of the Offering Shares pursuant to the terms of the Purchase Agreement upon the occurrence of certain events, including, among other things, certain force majeure events. If an Underwriter defaults, the Purchase Agreement provides that the purchase commitments of the nondefaulting Underwriters may be increased or the Purchase Agreement may be terminated.
Underwriters Number of Offering Shares Cornerstone Shares Proportion

CLSA Singapore Pte Ltd ................................................................... Merrill Lynch (Singapore) Pte. Ltd. ....................................................... Total .........................................................................................

100%

The Underwriters are offering the Offering Shares, subject to prior sale, when, as and if issued or sold to and accepted by them, subject to certain conditions precedent including approval of legal matters by their counsel, the validity of the Offering Shares and other matters, and the receipt by the Underwriters of officers certificates and legal opinions. The Underwriters reserve the right to withdraw, cancel or modify such offers and to reject orders in whole or in part. The Singapore Public Offer We and the Underwriters have also entered into an offer agreement dated , 2013 (the Offer Agreement) for the sale of the Offering Shares to the public in Singapore. Subject to the terms and conditions in the Offer Agreement and concurrently with the sale of Offering Shares pursuant to the Purchase Agreement, we have agreed to appoint the Underwriters to procure subscribers, and the
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Underwriters severally have agreed to procure subscribers, or failing which, to subscribe for, subject to certain conditions, the number of Offering Shares set forth opposite such Underwriters name in the following table, at the Offering Price.
Underwriters Number of Offering Shares

CLSA Singapore Pte Ltd ................................................................................... Merrill Lynch (Singapore) Pte. Ltd. ...................................................................... Total .........................................................................................................

The closing of the International Offer is conditional upon the closing of the Singapore Public Offer and vice versa. The closing of the Offering is conditional upon certain events including the fulfillment, or waiver by the SGX-ST, of all conditions contained in the letter of eligibility from the SGX-ST for the listing and quotation of our issued Shares, the Offering Shares, the Cornerstone Shares, the Additional Shares, the Scheme Shares and the Plan Shares on the Official List of the SGX-ST. Agreement Among Underwriters and Sub-Underwriting The Underwriters will be entering into an agreement among underwriters that provides for the coordination of their activities. The Underwriters have entered and may enter into sub-underwriting and/or sub-placement arrangements in respect of their obligations under the Purchase Agreement and/or the Offer Agreement, upon such terms and conditions as they deem fit. Commission We will pay the Underwriters, as compensation for their services in connection with the offer and sale of the Offering Shares and the Cornerstone Shares, underwriting and selling commissions amounting to per cent. of the total gross proceeds from the sale of the Offering Shares and the Cornerstone Shares. Underwriting and selling commissions of S$ for each Offering Share and Cornerstone Share are payable by us. KEHL will pay the Underwriters as compensation for their services in connection with the Offering, underwriting commissions amounting to per cent. of the total gross proceeds from the sale of any Additional Shares (to the extent the Over-allotment Option is exercised). In addition, we may, at our sole discretion, pay one or more of the Underwriters an incentive fee of up to per cent. of the gross proceeds from the offering of the Offering Shares, Additional Shares and Cornerstone Shares. The additional incentive fee, if it is to be paid to any of the Underwriters, will amount to up to S$ per Share. We have also agreed to reimburse the Underwriters for certain expenses incurred in connection with the Offering. Purchasers of Shares, other than those in the Singapore Public Offer, may be required to pay to the Underwriters a brokerage fee up to 1.0 per cent. of the Offering Price at the time of settlement. Reserved Shares Up to Offering Shares in the Singapore Public Offer and up to Offering Shares in the International Offer have been reserved for subscription or purchase by our employees, directors, and business associates and others who have contributed to our success (to be determined by us at our sole discretion). If any of the Reserved Shares are not taken up, they will be available to satisfy oversubscription (if any) for the Offering Shares in the International Offer and/or the Singapore Public Offer.

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No Existing Public Market Prior to the Offering, there has been no trading market for our Shares. The Offering Price was determined after a book building process and agreed among ourselves and the Underwriters. Among the factors considered in determining the Offering Price were the prevailing market conditions, current market valuations of publicly traded companies that we and the Underwriters believe to be reasonably comparable to us, an assessment of our recent historical performance, estimates of our business potential and earnings prospects, the current state of our development and the current state of our industry and the economy as a whole. Over-allotment Option In connection with the Offering, KEHL has granted the Stabilizing Manager on behalf of the Underwriters, an Over-allotment Option to purchase up to an aggregate of [up to 30,567,000] Shares (representing 20.0 per cent. of the total Offering Shares) at the Offering Price, exercisable in whole or in part by the Stabilizing Manager, on its own behalf and on behalf of the Underwriters, on one or more occasions, from the Listing Date until the earlier of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilizing Manager or its appointed agent has bought on the SGX-ST an aggregate of [up to 30,567,000] Shares, representing 20.0 per cent. of the total Offering Shares, to undertake stabilizing actions, solely to cover the over-allotment of the Offering Shares, if any. The exercise of the Over-allotment Option will not affect the total number of issued Shares outstanding immediately after the completion of the Offering. Share Lending Agreement The Stabilizing Manager has entered into a share lending agreement with KEHL (the Share Lending Agreement) to borrow [up to 30,567,000] Shares from it, which will be borrowed before the commencement of trading of our Shares on the SGX-ST, for the purpose of facilitating settlement of over-allotments, if any, in connection with this Offering pending exercise of the Over-allotment Option and stabilizing actions. Any Shares that may be borrowed by the Stabilizing Manager under the Share Lending Agreement will be returned by the Stabilizing Manager to KEHL either through the purchase of Shares in the open market by the Stabilizing Manager in the conduct of stabilization activities or through exercise of the Over-allotment Option by the Stabilizing Manager on behalf of the Underwriters. Indemnities We have agreed in the Purchase Agreement and the Offer Agreement to indemnify the Underwriters against certain liabilities. The indemnity provides that where the indemnification is unavailable or insufficient, the Company shall contribute to the amount payable by the Underwriters as a result of any claims against them, in such proportion as is appropriate to reflect the relative benefits to be received by the Company and the Underwriters from the Offering. Where such allocation is prohibited by applicable law then the Company and the Underwriters shall contribute proportionately to reflect both the relative benefits and the relative fault of the Company or the Underwriters, as the case may be, in respect of any misstatement or omission which resulted in such claims and any other relevant equitable considerations. The relative benefits to be received by the Company and the Underwriters pursuant to the Offering will be in the same proportion that the amount of total net proceeds from the Offering (before deducting expenses) to be received by the Company bears to the amount of the total underwriting commissions to be received by the Underwriters in respect of the Offering. The relative fault is determined by reference to, among other things, whether the misstatement or omission relates to information supplied by the Company or the Underwriters, as the case may be and the respective parties relative intent, knowledge, access to information and opportunity to correct or prevent such misstatement or omission. No Underwriter is required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it under the Offering exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

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No Sales of Similar Securities and Lock-up The Company We have agreed with the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters that, from the date of the Purchase Agreement until the date falling six months from the Listing Date, we will not, without the prior written consent of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters:

issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase any Shares; enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares; deposit any Shares or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities, whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or publicly disclose our intention to do any of the above.

This restriction shall not apply in respect of (i) Shares issued pursuant to the Offering, (ii) Cornerstone Shares issued pursuant to the Cornerstone Subscription Agreements and (iii) Shares issued under the Scheme or the Plan. CKR Resources (B.V.I) Ltd, Komodo (B.V.I.) Ltd and Radtke Investments L.P. CKR Resources (B.V.I) Ltd, Komodo (B.V.I.) Ltd and Radtke Investments L.P. have each agreed with the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters that, from the date of the lock-up letter until the date falling six months from the Listing Date (the First Lock-up Period), it will not, without the prior written consent of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, directly or indirectly:

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase any Shares; enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares; deposit any Shares or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities, whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or publicly disclose its intention to do any of the above.

The above restriction will also apply in respect of 50.0 per cent. of the Shares (or any interest in such 50.0 per cent. of the Shares) held by each of CKR Resources (B.V.I) Ltd, Komodo (B.V.I.) Ltd and Radtke Investments L.P. in aggregate as of the Listing Date, for the period of six months commencing
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immediately from the date following the expiry of the First Lock-up Period except that, in respect of Radtke Investments L.P., the foregoing restrictions shall not apply to any Shares to be sold or otherwise transferred to Devan International Limited pursuant to its exercise of the option under the Call Option Deed on June 28, 2013. In addition, the shareholders of CKR Resources (B.V.I) Ltd and Komodo (B.V.I.) Ltd have each agreed to a similar lock-up not to reduce its shareholding interest in CKR Resources (B.V.I) Ltd and Komodo (B.V.I.) Ltd, respectively, for the period from the date of the lock-up letter until the date falling 12 months from the Listing Date. Each of Duane Radtke and his wife, as general partners of Radtke Investments L.P., have also agreed to continue to act for and on behalf of Radtke Investments L.P. including making all investment and divestment decisions and voting in respect of the Shares held by Radtke Investments L.P., for the period from the date of the lock-up letter until the date falling 12 months from the Listing Date. Jeff MacDonald, Keith Pringle, Geoff Bennett, John Koh, Tan Ek Kia, the shareholders of CKR Resources (B.V.I.) Ltd and the shareholders of Komodo (B.V.I.) Ltd Each of Jeff MacDonald, Keith Pringle, Geoff Bennett, John Koh, Tan Ek Kia, the shareholders of CKR Resources (B.V.I.) Ltd and the shareholders of Komodo (B.V.I.) Ltd have agreed with the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters that, for the First Lock-up Period, he will not, without the prior written consent of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, directly or indirectly:

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase any Shares; enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares; deposit any Shares or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities, whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or publicly disclose his intention to do any of the above.

The above restriction will also apply in respect of 50.0 per cent. of the Shares (or any interest in such 50.0 per cent. of the Shares) held by each of Jeff MacDonald, Keith Pringle, Geoff Bennett, John Koh, Tan Ek Kia, the shareholders of CKR Resources (B.V.I.) Ltd and the shareholders of Komodo (B.V.I.) Ltd in aggregate as of the Listing Date, for the period of six months commencing immediately from the date following the expiry of the First Lock-up Period. KEHL KEHL has agreed with the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters that, for the First Lock-up Period, it will not, without the prior written consent of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, directly or indirectly:

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase any Shares;
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enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for or which carry rights to subscribe or purchase Shares; deposit any Shares or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities, whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or publicly disclose its intention to do any of the above.

The restrictions in the preceding paragraph shall apply in respect of 50.0 per cent. of the Shares held by KEHL in aggregate as of the Listing Date, during the period of six months commencing immediately from the date following the expiry of the First Lock-up Period except that the foregoing restrictions shall not apply to any Shares to be (A) sold or otherwise transferred to Devan International Limited pursuant to its exercise of the option under the Call Option Deed on June 28, 2013 and (B) sold pursuant to the Over-allotment Option granted by KEHL to the Stabilizing Manager or to the lending of the Shares by KEHL to the Stabilizing Manager pursuant to the Share Lending Agreement provided that the foregoing restrictions shall apply to such Shares once they are returned to KEHL. In addition, FRXII and FRXII-A have each agreed to a similar lock-up not to reduce its shareholding interest in KEHL for the period from the date of the lock-up letter until the date falling 12 months from the Listing Date. Each of First Reserve GP XII, L.P. and First Reserve GP XII Limited has also agreed that it will, during the First Lock-up Period and for the period of six months commencing immediately from the date following the expiry of the First Lock-up Period, (b) continue to act for and on behalf of each of FRXII and FRXII-A, including making all investment and divestment decisions and voting in respect of the Shares held by the entities that it currently acts as general partner of; and that (b) it will remain under the control of the parties deemed to have an interest in the Shares held by KrisEnergy Holdings Ltd. as disclosed in footnote (4) of the Share Capital and ShareholdersOwnership Structure section of this offering document. Devan International Limited Devan International Limited has agreed with the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters that, during the First Lock-up Period, it will not, without the prior written consent of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, directly or indirectly:

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for any Shares; enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Shares or any securities convertible into or exercisable or exchangeable for Shares; deposit any Shares or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares in any depository receipt facilities, whether any such transaction described above is to be settled by delivery of Shares or such other securities, in cash or otherwise; or publicly disclose its intention to do any of the above.

The above restriction will also apply in respect of 50.0 per cent. of the Shares (or any interest in such 50.0 per cent. of the Shares) held by Devan International Limited in aggregate as of the Listing Date,
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for the period of six months commencing immediately from the date following the expiry of the First Lock-up Period, except for the transfer of Shares by Devan International Limited to Keppel or any of its wholly-owned subsidiaries (provided that each such transferee has executed and delivered to the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters an undertaking that to the reasonable satisfaction of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters is equivalent to the effect of the restriction described above, to remain in effect for the remainder of the relevant lock-up period). In addition, Keppel has agreed to a similar lock-up not to reduce its effective shareholding interest in Devan International Limited, from the date of the lock-up letter until the date falling 12 months from the Listing Date. Price Stabilization In connection with the Offering, the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager), on behalf of the Underwriters, may over-allot Shares or engage in transactions that stabilize or maintain the market price of the Shares at levels that might not otherwise prevail in the open market. Such transactions consist of bids or purchases to peg, fix or maintain the price of the Shares. If the Stabilizing Manager creates a short position in the Shares in connection with this Offering, that is, if they sell more than [up to 30,567,000] Shares, the Stabilizing Manager may reduce that short position by purchasing Shares in the open market. The Stabilizing Manager may also elect to reduce any short position by exercising all or part of the Over-allotment Option described above. Purchases of a security to stabilize the price or to reduce a short position may cause the price of the security to be higher than it might be in the absence of these purchases. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations, including the Securities and Futures Act and any regulations thereunder. Such transactions, if commenced, may be discontinued at any time and shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the date when the Stabilizing Manager has bought, on the SGX-ST, an aggregate of [up to 30,567,000] Shares, representing 20.0 per cent. of the total Offering Shares, to undertake stabilizing actions. Neither we nor the Underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Shares. In addition, neither we nor the Underwriters make any representation that the Stabilizing Manager will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice (unless such notice is required by law). The Stabilizing Manager will also be required to make a public announcement through the SGX-ST in relation to the cessation of the stabilizing actions and the number of Shares in respect of which the Over-allotment Option has been exercised not later than 8.30 a.m. (Singapore time) on the trading day of the SGX-ST immediately after the day of cessation of stabilizing actions. Other Relationships In addition, some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of our company or our affiliates. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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Persons Intending to Subscribe and/or Purchase in the Offering As of the date of lodgment of the Singapore prospectus with the Authority, we are not aware of any person who intends to purchase and/or subscribe for more than five per cent. of the Offering Shares. Selling Restrictions The distribution of this offering document or any offering material and the offering, sale or delivery of the Shares is restricted by law in certain jurisdictions. Therefore, persons who may come into possession of this offering document or any offering material are advised to consult with their own legal advisors as to what restrictions may be applicable to them and to observe such restrictions. This offering document may not be used for the purpose of an offer or invitation in any circumstances in which such offer or invitation is not authorized. No action has been or will be taken in any jurisdiction that would permit a public offering of the Shares being offered outside Singapore or the possession, circulation or distribution of this offering document or any other material relating to us or the Shares in any jurisdiction where action for the purpose is required. Accordingly, the Shares may not be offered or sold, directly or indirectly, and neither this offering document nor any other offering material or advertisement in connection with the Shares may be distributed or published, in or from any country or jurisdiction except under circumstances that will be in compliance with any applicable rules or regulations of any such country or jurisdiction. United States of America The Shares in the Offering and the Cornerstone Shares have not been and will not be registered under the US Securities Act and may only be offered, sold and delivered within the United States in reliance on Rule 144A to persons who are both QIBs and Entitled Qualified Purchasers or pursuant to another exemption from registration under the US Securities Act to persons who are accredited investors and Entitled Qualified Purchasers, or outside the United States in accordance with Regulation S to persons who are not, and are not acting for the account or benefit of, US persons (as defined in Regulation S) or to persons who are both US persons and Entitled Qualified Purchasers. A description of the transfer restrictions applicable to the Shares initially sold in the United States or to, or for the account or benefit of, US persons is set forth in Transfer Restrictions. Each initial purchaser of the Shares in the United States or who is, or is acquiring Shares for the account or benefit of, a US person is required to execute and deliver to us a US Qualified Purchasers Letter in the form attached hereto as Appendix P and is deemed to have made the representations, acknowledgements and agreements in paragraphs 1 to 13 of Appendix P. Each initial purchaser of the Shares offered outside the United States in reliance on Regulation S will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Regulation S are used herein as defined therein): (1) at the time of acquisition of Shares by it, the purchaser of Shares either (i) is not, and is not acquiring the Shares for the account or benefit of, a US person or (ii) if it is a US person then it is an Entitled Qualified Purchaser; at the time of the offer and sale of the Shares to it, the purchaser of Shares was not in the United States; either the purchaser was outside the United States at the time the buy order for the Shares was originated or the transaction was executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the United States; none of the purchaser, its affiliates or any person acting on its or their behalf has made or will make, and the purchase of Shares is not the result of, any directed selling efforts in the United States in connection with any offer or sale of the Shares;

(2) (3)

(4)

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(5) (6)

the transfer of the Shares is not part of a plan or scheme to evade the registration requirements of the US Securities Act or the US Investment Company Act; the purchaser is aware that the Shares have not been and will not be registered under the US Securities Act and our Company will not be registered under the US Investment Company Act, and that the Shares may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person outside the United States and not known by the transferor to be a US person by pre-arrangement or otherwise; and (i) the purchaser is not, is not using the assets of and shall not at any time hold such Shares for or on behalf of a retirement plan or pension plan that is subject to Part 4 of Subtitle B of Title 1 of the United States Employee Retirement Income Securities Act of 1974, as amended (ERISA) or Section 4975 of the United States Internal Revenue Code of 1986, as amended (the Code) or any entity whose underlying assets include, or are deemed to include, plan assets by reason of such plans investment in the entity (collectively, Benefit Plan Investor) or a governmental, church or non-US plan or (ii) the purchasers acquisition, holding and disposition of such Shares or of any interest therein, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church or non-U.S. plan, a violation of any applicable similar laws.

(7)

In addition, until the expiration of 40 days after the closing of the Offering, an offer or sale of the Shares in the United States or to US persons by a dealer (whether or not participating in the Offering) may violate the registration requirements of the US Securities Act or the US Investment Company Act if such offer or sale is made otherwise than in accordance with these selling restrictions and the transfer restrictions set forth under Transfer Restrictions. The re-offer, re-sale, pledge and other transfer of Shares is subject to further restrictions. See Transfer Restrictions. Australia This offering document does not constitute a prospectus or other disclosure document under the Corporations Act 2001 (Cth) (Australian Corporations Act) and does not purport to include the information required of a disclosure document under the Australian Corporations Act. This offering document has not been lodged with the Australian Securities and Investments Commission (ASIC) and no steps have been taken to lodge it as such with ASIC. Any offer in Australia of the Offering Shares under this offering document may only be made to persons who are sophisticated investors (within the meaning of section 708(8) of the Australian Corporations Act), to professional investors (within the meaning of section 708(11) of the Australian Corporations Act) or otherwise pursuant to one or more exemptions under section 708 of the Australian Corporations Act so that it is lawful to offer the Offering Shares in Australia without disclosure to investors under Part 6D.2 of the Australian Corporations Act. Any offer of Offering Shares for on-sale that is received in Australia within 12 months after their issue by us, or within 12 months after their sale by a selling shareholder (or an Underwriter) under the Offering, as applicable, is likely to need prospectus disclosure to investors under Part 6D.2 of the Australian Corporations Act, unless such offer for on-sale in Australia is conducted in reliance on a prospectus disclosure exemption under section 708 of the Australian Corporations Act or otherwise. Any persons acquiring the Offering Shares should observe such Australian on-sale restrictions. Bahrain This offering document has been prepared for private information purposes of intended investors only who will be high net worth individuals and institutions. This offering document is intended to be read by the addressee only. No invitation has been made in or from the Kingdom of Bahrain and there will be no marketing or offering of the Offering Shares to any potential investor in Bahrain. All marketing and offering is made and will be made outside of the Kingdom of Bahrain.
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The Central Bank of Bahrain or any other regulatory authority in Bahrain has not reviewed, nor has it approved, this offering document or the marketing of Offering Shares and takes no responsibility for the accuracy of the statements and information contained in this offering document, nor shall it have any liability to any person for any loss or damage resulting from reliance on any statements or information contained herein. Canada The Offering Shares may only be offered or sold, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada, except pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which such offer or sale is made, and only by a dealer duly registered under the applicable securities laws of that province or territory or in accordance with an exemption from the applicable registered dealer requirements. Cayman Islands No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for the Shares. China This offering document has not been and will not be circulated or distributed in the Peoples Republic of China, and the Offering Shares may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the Peoples Republic of China except pursuant to applicable laws and regulations of the Peoples Republic of China. For the purpose of this paragraph, Peoples Republic of China does not include Taiwan and the special administrative regions of Hong Kong and Macau. Dubai International Financial Centre This offering document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This offering document is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this offering document nor taken steps to verify the information set forth herein and has no responsibility for the offering document. The shares to which this offering document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this offering document you should consult an authorized financial advisor. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), an offer to the public of any Offering Shares may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Offering Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) (b) to legal entities which are qualified investors as defined under the Prospectus Directive; or to fewer than 100, or if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriters for any such offer; or in any other circumstances falling within Article 3(2) of the Prospectus Directive,
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(c)

provided that no such offer of Offering Shares shall result in a requirement for the publication by us or the Underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplemental prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an offer of shares to the public in relation to any Offering Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Offering Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Offering Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State; and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto including 2010 PD Amending Directive to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression the 2010 PD Amending Directive means Directive 2010/73/EU. Each purchaser of the Offering Shares in the Offering located within a member state of the European Economic Area will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of Article 2(1)(e) of the Prospectus Directive and in the case of any Offering Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Offering Shares acquired by it in the Offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Underwriters has been given to the offer or resale; or (ii) where Offering Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the Prospectus Directive as having been made to such persons. We, each Underwriter and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Hong Kong We have not been authorized, nor has the contents of this offering document been approved by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Offering. If you are in any doubt about any of the contents of this offering document, you should obtain independent professional advice. Accordingly, (i) no Offering Shares may be offered or sold in Hong Kong by means of this offering document or any other document other than to professional investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) (SFO) and any rules made thereunder (professional investor), or in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance of Hong Kong (Cap. 32) (CO) or which do not constitute an offer or invitation to the public for the purposes of the CO or the SFO, and (ii) no person may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, this offering document or any other advertisement, invitation or document relating to the Offering Shares which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Offering Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. Indonesia The Offering is not registered under the Indonesian Capital Market law and its implementing regulations, and is not intended to become a public offering of securities under the Indonesian capital market law and regulations. Accordingly, this offering document may not be distributed or passed on within Indonesia or to citizens of Indonesia (wherever they are domiciled or located) or entities of or residents in Indonesia in a manner which constitutes a public offering of securities under the Indonesian capital market law and regulations. The Offering Shares may not be offered or sold, directly or indirectly, within Indonesia or to Indonesian citizens (wherever they are domiciled or located), entities or residents in a manner which constitutes a public offering of securities under the Indonesian capital market law and regulations.
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Japan The Offering Shares have not been and will not be registered under the Financial Instrument and Exchange Law of Japan (the FIEL). The Offering Shares have not been offered or sold and will not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term shall mean any person resident in Japan or any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and other applicable laws, regulations and governmental guidelines in Japan. Malaysia No prospectus or other offering material or document in connection with the offer and sale of the Offering Shares has been or will be registered with the Securities Commission of Malaysia (the Commission) pursuant to the Capital Markets and Services Act 2007 and no approval for the offering of the Offering Shares has been obtained from the Commission pursuant to the Capital Markets and Services Act 2007. Accordingly, this offering document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Offering Shares may not be circulated or distributed, nor may the Offering Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License who carries on the business of fund management; (iii) a person who acquires the Offering Shares, as principal, if the aggregate consideration for the acquisition is not less than Ringgit 250,000 (or equivalent in a foreign currency); (iv) a corporation with total net assets exceeding Ringgit 10 million (or equivalent in a foreign currency) based on the latest audited accounts; (v) a licensed offshore bank as defined under the Offshore Banking Act 1990; (vi) an offshore insurer as defined under the Offshore Insurance Act 1990; or (vii) any other person as may be specified by the Commission in any guideline issued under section 377 of the Capital Markets and Services Act 2007; provided that, in each of the preceding categories (i) to (vii), the distribution of the Offering Shares is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. This offering document does not constitute and may not be used for the purpose of a public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007. Switzerland The Offering Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This offering document has been prepared without regard to the disclosure standards for issuance prospectuses under Article 652a or Article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under Articles 27 ff. of the SIX Listing Manual or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this offering document nor any other offering or marketing material relating to the Offering Shares or the Offering may be publicly distributed or otherwise made publicly available in Switzerland. Neither this offering document nor any other offering or marketing material relating to the Offering Shares or the Offering or us have been or will be filed with or approved by any Swiss regulatory authority. In particular, this offering document will not be filed with, and the Offering will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the Offering has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Offering Shares. The Offering Shares are being offered in Switzerland by way of a private placement, i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase
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the Offering Shares with the intention to distribute them to the public. The investors will be individually approached from time to time. This offering document, as well as any other offering or marketing material relating to the Offering Shares, is confidential and it is exclusively for the use of the individually addressed investors in connection with the offer of the Offering Shares in Switzerland and it does not constitute an offer to any other person. This offering document may only be used by those investors to whom it has been handed out in connection with the Offering described herein and may neither directly nor indirectly be distributed or made available to other persons without our express consent. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in or from Switzerland. Taiwan The Offering Shares have not and will not be registered with the Financial Supervisory Commission of Taiwan or any other governmental authorities of Taiwan, and are not being offered or sold and may not be offered or sold, directly or indirectly, in Taiwan or otherwise, to, or for the benefit of, any resident or entity of Taiwan, except (a) pursuant to the requirements of the securities related laws and regulations in Taiwan; and (b) in compliance with any other applicable requirements of Taiwan laws. Thailand No action has been or will be taken by the Company or by or on behalf of the Underwriter which would permit a public offering of any of the Offering Shares or distribution of the Offering Document, and this offering document is not intended to constitute an offer to sell or the solicitation of an offer to buy the Offering Shares in Thailand in which the offer or solicitation of the securities would be prohibited. No general solicitation has been or will be conducted and no advertisement in whatever form has been employed in Thailand and in other countries where the offer or solicitation of the Offering Shares would be prohibited. United Arab Emirates (other than the Dubai International Financial Centre) This offering document has not been, and is not intended to be, approved by the UAE Central Bank, the UAE Ministry of Economy, the Emirates Securities and Commodities Authority or any other authority in the United Arab Emirates (the UAE), or by the Dubai Financial Services Authority or any other authority in any of the free zones established and operating in the UAE (the Free Zones). It should not be assumed that any of us, the Underwriters or any placement agent (i) has received any authorization or license from the UAE Central Bank or any other authorities in the UAE or any Free Zone to sell or market the Offering Shares therein; (ii) is a licensed broker, dealer or investment adviser under the laws applicable in the UAE or any Free Zone; or (iii) advises residents of the UAE or any Free Zone as to the appropriateness of investing in or purchasing or selling securities or other financial products. This offering document does not constitute a public offer of securities in the UAE under the UAE Commercial Companies Law (Federal Law No. 8 of 1984) (as amended) or otherwise. This offering document is being distributed to a limited number of selected institutional and other sophisticated investors in the UAE (a) upon their request and confirmation that they understand that the Offering Shares have not been approved or licensed by or registered with the UAE Central Bank or any other relevant licensing authorities or governmental agencies in the UAE and may not be offered or sold directly or indirectly to the public in the UAE; and (b) on the condition that this offering document will not be provided to any person other than the original recipient, is not for general circulation in the UAE and may not be reproduced or used for any other purpose. The information contained in this offering document is not intended to lead to the sale of any securities or the consummation of any agreement of any nature within the territory of the UAE. United Kingdom Each Underwriter has severally represented, warranted and agreed that: (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of
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Section 21 of the Financial Services and Markets Act 2000) (the FSMA) received by it in connection with the issue or sale of the Offering Shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offering Shares in, from or otherwise involving the United Kingdom. Any investment or investment activity to which this offering document relates is directed only at, available only to, and will be engaged in only with (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as relevant persons). Persons who are not relevant persons should not take any action on the basis of this offering document and should not act or rely on it or any of its contents.

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TRANSFER RESTRICTIONS Rule 144A Restrictions and Restrictions on US persons outside the United States Each purchaser of Shares in the United States (including in reliance on Rule 144A) and each US person outside the United States who purchases Shares in reliance on Regulation S, by its acceptance of this offering document and of Shares, will be deemed to have made the acknowledgements, representations and agreements with our Company and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters in paragraphs 1 to 13 of the form of the US Qualified Purchasers Letter attached hereto as Appendix P. In particular, the Shares may not be re-offered, re-sold, pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person outside the United States and not known by the transferor to be a US person by pre-arrangement or otherwise. Prospective purchasers are hereby notified that sellers of the Shares may be relying on the exemption from the provisions of Section 5 of the US Securities Act provided by Rule 144A and our Company will not be registered under, and investors will not be entitled to the benefits of, the US Investment Company Act. Regulation S Restrictions Each person who purchases Shares outside the United States in a resale in reliance on Regulation S, by its acceptance of Shares, will be deemed to have acknowledged, represented to and agreed with our Company and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters as follows (terms used herein that are defined in Rule 144A, Regulation S or the US Investment Company Act are used herein as defined therein): (1) (2) Such purchaser of Shares is, or at the time of its acquisition of Shares will be, the beneficial owner of the Shares purchased by it. At the time of its acquisition of Shares, such purchaser is not resident in the United States and is not, and is not acquiring the Shares for the account or benefit of, a US person (as defined in Regulation S). Either: (a) at the time the buy order for the Shares was originated, the buyer was outside the United States or the purchaser of Shares and any person acting on its behalf reasonably believed that the buyer was outside the United States; or the transaction in the Shares was executed in, on or through the facilities of a designated offshore securities market as defined in Regulation S (including, for the avoidance of doubt, a bona fide sale on the SGX-ST), and neither the purchaser of Shares nor any person acting on its behalf was aware that the transaction was prearranged with a buyer in the United States.

(3)

(b)

(4)

Neither the purchaser of Shares, any of its affiliates nor any person acting on its or their behalf, has made, and the purchase of Shares is not the result of, any directed selling efforts (as defined in Regulation S) in the United States in connection with any offer or sale of the Shares. The proposed transfer of the Shares is not part of a plan or scheme to evade the registration requirements of the US Securities Act or the US Investment Company Act. None of our Company, the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters or any of our or their affiliates or agents participated in the sale of the Shares. The purchaser is aware that the Shares may not be offered, sold, pledged or otherwise transferred except in an offshore transaction in accordance with Regulation S to a person
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(5) (6) (7)

outside the United States and not known by the transferor to be a US person by prearrangement or otherwise. (8) Each purchaser of Shares agrees that our Company, the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, their respective affiliates and their respective agents may rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.

Each direct or indirect holder or acquirer of the Shares, by holding, purchasing or otherwise acquiring a Share (or a beneficial interest therein), is deemed to have represented and agreed that: (9) (i) it is not, is not using the assets of and shall not at any time hold such Share for or on behalf of a Benefit Plan Investor or a governmental, church or non-U.S. plan or (ii) its acquisition, holding and disposition of such Share or of any interest therein, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church or non-U.S. plan, a violation of any applicable similar laws.

In addition, each prospective purchaser of Shares, by its acceptance thereof, will be deemed to have acknowledged, represented to and agreed with our Company, and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters as follows: (a) that none of our Company, the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters or any person representing our Company, or the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters has made any representation or provided any information to it with respect to our Company, or the Offering or sale of the Shares, other than the information contained or incorporated by reference in this offering document, which document has been delivered to it and upon which it is relying in making its investment decision with respect to the Shares; and it has had access to such financial and other information concerning our Company and the Shares as it has deemed necessary in connection with its decision to purchase the Shares. (b) that our Company and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained under this section of this offering document entitled Transfer Restrictions, and such prospective purchaser agrees that, if any of the acknowledgments, representations or agreements deemed to have been made by it through its purchase of the Shares are no longer accurate, it shall promptly notify our Company and the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters; and if it is acquiring any Shares as fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

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CLEARANCE AND SETTLEMENT A letter of eligibility has been obtained from the SGX-ST for the listing and quotation of our Shares on the Main Board of the SGX-ST. For the purpose of trading on the SGX-ST, a board lot for our Shares will comprise 1,000 Shares. Upon listing and quotation on the SGX-ST, our Shares will be traded under the book-entry (scripless) settlement system of CDP, and all dealings in and transactions of our Shares through the SGX-ST will be effected in accordance with the terms and conditions for the operation of securities accounts with CDP, as amended from time to time. CDP, a wholly-owned subsidiary of the Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depository and clearing organization. CDP holds securities for its account holders and facilitates the clearance and settlement of securities transactions between account holders through electronic book-entry changes in the securities accounts maintained by such account holders with CDP. Our Shares will be registered in the name of CDP or its nominees and held by CDP for and on behalf of persons who maintain, either directly or through depository agents, securities accounts with CDP. Persons named as direct securities account holders and depository agents in the depository register maintained by CDP, rather than CDP itself, will be treated, under the Cayman Islands Companies Law and our Articles, as members of our Company in respect of the number of our Shares credited to their respective securities accounts. Persons holding our Shares in a securities account with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificates. Such share certificates will not, however, be valid for delivery pursuant to trades transacted on the SGX-ST, although they will be prima facie evidence of title and may be transferred in accordance with our Articles. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000 Shares will be payable to CDP upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certificates. In addition, a fee of S$2.00 (or such other amount as our Directors may decide) will be payable to our Share Registrar for each share certificate issued, and stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares, or S$0.20 per S$100.00 or part thereof of the lasttransacted price where our Shares are withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade on the SGX-ST must deposit with CDP their share certificates together with the duly executed and stamped instruments of transfer in favor of CDP, and have their respective securities accounts credited with the number of our Shares deposited before they can affect the desired trades. A fee of S$10.00, subject to GST at the prevailing rate (currently seven per cent.), is payable upon the deposit of each instrument of transfer with CDP. The above fee may be subject to such changes as may be in accordance with CDPs prevailing policies or the current tax policies that may be in force in Singapore from time to time. Transactions in our Shares under the book-entry settlement system will be reflected by the sellers securities account being debited with the number of our Shares sold and the buyers securities account being credited with the number of our Shares acquired. No transfer stamp duty is currently payable for the transfer of our Shares that are settled on a book-entry basis. A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.04 per cent. of the transaction value, subject to a maximum of S$600.00 per transaction. The clearing fee, instrument of transfer deposit fees and share withdrawal fee are subject to GST of 7.0 per cent. (or such other rate prevailing from time to time). Dealings in our Shares will be carried out in Singapore dollars and will be effected for settlement in CDP on a scripless basis. Settlement of trades on a normal ready basis on the SGX-ST generally takes place on the third Market Day following the transaction date, and payment for the securities is generally settled on the following day. CDP holds securities on behalf of investors in securities accounts. An investor may open a direct securities account with CDP or a securities sub-account with a depository agent. A depository agent may be a member company of the SGX-ST, bank, merchant bank or trust company.
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LEGAL MATTERS Certain legal matters in connection with the Offering will be passed upon for us by Clifford Chance Pte Ltd with respect to matters of Singapore law, US federal securities law and New York law, by Walkers (Singapore) Limited Liability Partnership with respect to British Virgin Islands law and Cayman Islands law, by Khmer Intellectual Law Firm with respect to Cambodian law in commercial association with KCP (Cambodia) Ltd., by Clifford Chance LLP with respect to Dutch law, by Makarim & Taira S. with respect to Indonesian law (except for Indonesian tax laws), by Chandler and Thong-ek Law Offices Limited with respect to Thai law and by Vietnam International Law Firm with respect to Vietnamese law, Walkers with respect to Jersey law and Syed Ishtiaq Ahmed & Associates with respect to Bangladesh law. Certain legal matters in connection with the Offering will be passed upon for the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters by Latham & Watkins LLP with respect to matters of US federal securities law and New York law and by Allen & Gledhill LLP with respect to matters of Singapore law. Each of Clifford Chance Pte Ltd, Latham & Watkins LLP, Allen & Gledhill LLP, Walkers (Singapore) Limited Liability Partnership, Khmer Intellectual Law Firm, KCP (Cambodia) Ltd., Clifford Chance LLP, Makarim & Taira S., Chandler and Thong-ek Law Offices Limited, Vietnam International Law Firm, Walkers and Syed Ishtiaq Ahmed & Associates, does not make, or purport to make, any statement in this offering document and is not aware of any statement in this offering document which purports to be based on a statement made by each of them, and it makes no representation, express or implied, regarding, and to the extent permitted by law takes no responsibility for, any statement in or omission from this offering document.

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INDEPENDENT AUDITORS The consolidated financial statements of KrisEnergy Ltd. as of December 31, 2010, 2011 and 2012 and for each of the years in the three-year period then ended, included in this offering document have been audited by Ernst & Young LLP, independent auditors as stated in their report appearing in this offering document. With respect to the unaudited interim consolidated financial statements for the three months ended March 31, 2013, included in this offering document, the independent auditors, Ernst & Young LLP, have reported that they applied limited procedures in accordance with professional standards for a review of such information. However, their separate report included in this offering document states that they did not audit and they do not express an opinion on these interim financial statements. Accordingly, the degree of reliance on their reports on such information should be restricted in the light of the limited nature of the procedures applied. With respect to the unaudited pro forma consolidated financial information for the year ended December 31, 2012 and the three months ended March 31, 2013 included in this offering document, the independent auditors, Ernst & Young LLP, have reported that they applied limited procedures in accordance with professional standards for a review of such information. Again, their separate report included in this offering document states that they did not audit and they do not express an opinion on these proforma financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in the light of the limited nature of the procedures applied. The above reports were prepared for the purpose of inclusion in this offering document.

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EXPERTS The Industry Consultant, Wood Mackenzie, 3 Church Street #29-01 Samsung Hub, Singapore 049483, was responsible for preparing those sections, which were prepared for the purpose of inclusion in this offering document, attributable to each of them in Appendix AIndustry Overview. The Qualified Person, Netherland Sewell & Associates, Inc., 4500 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201, United States, was responsible for preparing the Qualified Persons Report of our oil and gas interests, which was prepared for the purpose of inclusion in this offering document, as set out in Appendix DQualified Persons Report. The Industry Consultant and/or the Qualified Person (or any of their respective directors, officers, employees or affiliates) may, to the extent permitted by law, own or have a position in the securities of (or options, warrants or rights with respect to, or interest in, the shares or other securities of) the Company.

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GENERAL AND STATUTORY INFORMATION Information on Directors and Executive Officers 1. As of the date of this offering document, none of our Directors or Executive Officers has: (a) at any time during the last 10 years, had an application or a petition under any bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within two years from the date he ceased to be a partner; at any time during the last ten years, had an application or a petition under any law of any jurisdiction filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within two years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency; any unsatisfied judgment against him; ever been convicted of any offense, in Singapore or elsewhere, involving fraud or dishonesty, which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose; ever been convicted of any offense, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach; at any time during the last ten years, had judgment entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part; ever been convicted in Singapore or elsewhere of any offense in connection with the formation or management of any entity or business trust; ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust; ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity; ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of: (i) (ii) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere;
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(b)

(c) (d)

(e)

(f)

(g) (h)

(i)

(j)

(iii) (iv)

any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere;

in connection with any matter occurring or arising during the period when he was so concerned with the entity or business trust; and (k) been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.

2.

No option to subscribe for shares in, or debentures of, our Company or our subsidiaries has been granted to, or was exercised by, any Director or Executive Officer within the two fiscal years preceding the date of this offering document.

Subsidiaries and Material Entities 3. 4. The details of our subsidiaries and material entities are set out in Appendix C. None of our Independent Directors sits on the board of our principal subsidiaries based in jurisdictions outside Singapore.

Share Capital 5. As of the Latest Practicable Date, there is only one class of Shares in the capital of our Company. The rights and privileges attached to our Shares are stated in our Articles. There are no founders, management or deferred shares. Substantial shareholders of our Company are not entitled to any different voting rights from the other shareholders. Except as disclosed below and in Share Capital and Shareholders, there were no changes in the issued and paid-up capital of the Company and our subsidiaries within the three years preceding the Latest Practicable Date. Save for the Over-allotment Option, as of the date of this offering document, no person has been, or has the right to be, given an option to subscribe for or purchase any securities of our Company or any of our subsidiaries.

6.

7.

KrisEnergy Holding Company Ltd

Increase or Reduction of Paid-up Capital 288,100,100 shares of US$1.00 each 38,599,800 shares of US$1.00 each Reason for Increase or Reduction of Paid-up Capital Loan capitalization

Date of Change May 13, 2011

Initial Paid-up Capital 100 shares of US$1.00 each 288,100,200 shares of US$1.00 each

Resultant Paid-up Capital US$288,100,200 made up of 288,100,200 shares of US$1.00 each US$326,700,000 made up of 326,700,000 shares of US$1.00 each

March 12, 2013

Loan capitalization

Save as disclosed under Share Capital and Shareholders, no shares in, or debentures of, the Company or our subsidiary had been issued, were proposed to be issued, or were agreed to be issued as fully or partly paid for in cash or for a consideration other than cash, within the three years preceding the Latest Practicable Date.

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Working Capital 8. Except as disclosed under Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesBorrowings, we have, as of the Latest Practicable Date, no other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptances (other than normal trading credits) or acceptances credits, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities. Our Directors are of the opinion that, as of the date of lodgment of this offering document, our working capital is sufficient for our present requirements as our net cash generated from operating activities, together with cash and cash equivalents and the net proceeds from the Offering will provide sufficient funds to satisfy our ongoing working capital requirements (including, among other things, the provision and payment for general, administrative and operating costs, property holding costs (if any), planned capital expenditures (including costs of any proposed exploration and development), interest costs in connection with the 2016 Notes and, if necessary, redemption of the 2016 Notes (held by holders of the 2016 Notes who have not provided irrevocable undertakings and who may exercise a change of control option following the occurrence of a Change of Control Event) for at least 18 months after the Listing Date. See Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesBorrowings2016 Notes for information on the irrevocable undertakings.

9.

Material Contracts 10. The following contracts, not being contracts entered into in the ordinary course of business, have been entered into by our Company and our subsidiaries within the two years preceding the date of lodgment of this offering document and are or may be material: (a) Deed of Subscription dated July 9, 2012 amongst the Company, Devan International Limited, KEHL, CKR, Komodo, Keith Cameron, Chris Gibson-Robinson, Richard Lorentz, Kelvin Tang, Stephen Clifford, Chris Wilson, Tim Kelly, James Parkin and Michael Whibley in respect of the Keppel Subscription described in Share Capital & ShareholdersSignificant Change in Capital of Our Company; Shareholders Agreement dated July 9, 2012 amongst Company, Devan International Limited, KEHL, CKR, Komodo, Keith Cameron, Chris Gibson-Robinson, Richard Lorentz, Kelvin Tang, Stephen Clifford, Chris Wilson, Tim Kelly, James Parkin and Michael Whibley, KEHL and FRXII described in Share Capital & Shareholders Termination of Shareholders Agreement; and the Cornerstone Subscription Agreements relating to the subscription of the Cornerstone Shares by the Cornerstone Investors described in Share Capital and ShareholdersInformation on Cornerstone Investors.

(b)

(c)

Miscellaneous 11. No expert is employed on a contingent basis by our Company or any of our subsidiaries, or has a material interest, whether direct or indirect, in the shares of our Company or our subsidiaries, or has a material economic interest, whether direct or indirect, in our Company including an interest in the success of the Offering. Except as disclosed in Plan of DistributionOther Relationships, our Company does not have any material relationship with the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, or any other financial adviser in relation to the Offering. Save as disclosed under the Audited Consolidated Financial Statements of our Group for the Years Ended December 31, 2010, 2011 and 2012Subsequent Events found in the Notes to
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12.

13.

the consolidated financial statements and the Unaudited Consolidated Interim Financial Statements for the Three Months ended March 31, 2013, our Directors are not aware of any event which has occurred since December 31, 2012 and up to the Latest Practicable Date, which may have a material effect on our financial position and results. 14. Except as disclosed under Risk Factors and barring any unforeseen circumstances, our Directors are not aware of any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material and adverse effect on our revenue, profitability, liquidity or capital resources, or that would cause our financial information disclosed in this offering document to be not necessarily indicative of our future operating results or financial condition. As of the date of this offering document, no material changes have occurred since the effective date of the Qualified Persons Report.

15.

Consents 16. CLSA Singapore Pte Ltd as one of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, has given and has not withdrawn its written consent to the issue of this offering document with the inclusion herein of its name and references thereto in the form and context which it appears in this offering document and to act in such capacity in relation to this offering document. Merrill Lynch (Singapore) Pte. Ltd. as one of the Joint Issue Managers, Global Coordinators, Bookrunners and Underwriters, has given and has not withdrawn its written consent to the issue of this offering document with the inclusion herein of its name and references thereto in the form and context which it appears in this offering document and to act in such capacity in relation to this offering document. Ernst & Young LLP as the Independent Auditor has given and has not withdrawn its written consent to the issue of this offering document with the inclusion herein of its name and references thereto in the form and context which it appears and the inclusion herein of the sections Appendix JIndependent Auditors Report on the Consolidated Financial Statements, Appendix LIndependent Auditors Report on the Interim Consolidated Financial Statements and Appendix NIndependent Auditors Report on the Unaudited Pro Forma Consolidated Financial Information for the year ended December 31, 2012 and the three months ended March 31, 2013 and to act in such capacity in relation to this offering document. Wood Mackenzie Asia-Pacific Pte. Limited as the Industry Consultant has given and has not withdrawn its written consent to the issue of this offering document with the inclusion herein of its name and references thereto in the form and context which it appears and the inclusion herein of the section Appendix AIndustry Overview and to act in such capacity in relation to this offering document. Netherland, Sewell & Associates, Inc., the Qualified Person, has given and has not withdrawn its written consent to the issue of this offering document with the inclusion herein of its name and references thereto in the form and context which it appears and the inclusion herein of the section Appendix DQualified Persons Report and to act in such capacity in relation to this offering document.

17.

18.

19.

20.

Responsibility Statement by our Directors 21. The Directors and the Grantor of the Over-allotment Option collectively and individually accept full responsibility for the accuracy of the information given herein and confirm after making all reasonable enquiries, that to the best of their knowledge and belief, this offering document constitutes full and true disclosure of all material facts about the Offering, the Company and its subsidiaries, and the Directors and the Grantor of the Over-allotment Option
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are not aware of any facts the omission of which would make any statements in this offering document misleading. Where information in this offering document has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors and the Grantor of the Over-allotment Option has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this offering document in its proper form and context. Documents Available for Inspection 22. Copies of the following documents may be inspected at 83 Clemenceau Avenue #10-05 UE Square, Singapore 239920 during normal business hours for a period of six months from the date of this offering document: (a) (b) the Memorandum and Articles of Association of our Company; the audited consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2010, 2011 and 2012 and the unaudited interim consolidated financial statements of the Company and its subsidiaries as of and for the three months ended March 31, 2012 and 2013 and the unaudited pro forma financial information of the Company for the year ended December 31, 2012; the audited financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2010, 2011 and 2012; the audited financial statements of TBL for the financial year ended December 31, 2012; the material contracts referred to in paragraph 10 above; the letters of consent referred to in paragraphs 16 to 20 above; the reports referred to in paragraphs 18 to 20 above; the service agreements referred to in ManagementDirectorsService Agreements; and the rules of the KrisEnergy Employee Stock Option Plan and the KrisEnergy Performance Share Plan.

(c) (d) (e) (f) (g) (h) (i)

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