Obligation Petronia 7.875% ( USY68856AB20 ) en USD

Société émettrice Petronia
Prix sur le marché 100 %  ▼ 
Pays  Malaisie
Code ISIN  USY68856AB20 ( en USD )
Coupon 7.875% par an ( paiement semestriel )
Echéance 21/05/2022 - Obligation échue



Prospectus brochure de l'obligation Petronas USY68856AB20 en USD 7.875%, échue


Montant Minimal 100 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip Y68856AB2
Notation Standard & Poor's ( S&P ) A- ( Qualité moyenne supérieure )
Notation Moody's N/A
Description détaillée Petronas est une compagnie pétrolière et gazière multinationale malaisienne, détenue par le gouvernement malaisien, active dans l'exploration, la production, le raffinage, la distribution et la commercialisation d'hydrocarbures.

L'Obligation émise par Petronia ( Malaisie ) , en USD, avec le code ISIN USY68856AB20, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/05/2022
L'Obligation émise par Petronia ( Malaisie ) , en USD, avec le code ISIN USY68856AB20, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).







LISTING CIRCULAR
PETRONAS Capital Limited
(incorporated in Labuan, Malaysia with limited liability)
7750,000,000 6.375% GUARANTEED NOTES DUE 2009
US$1,300,000,000 7.000% GUARANTEED NOTES DUE 2012
US$750,000,000 7.875% GUARANTEED NOTES DUE 2022
unconditionally and irrevocably guaranteed by
Petroliam Nasional Berhad
(incorporated in Malaysia with limited liability)
The 6.375% Guaranteed Notes due 2009 in the aggregate principal amount of 7750,000,000 (the ""EUR 2009 Notes''), the
7.000% Guaranteed Notes due 2012 in the aggregate principal amount of US$1,300,000,000 (the ""USD 2012 Notes'') and the
7.875% Guaranteed Notes due 2022 in the aggregate principal amount of US$750,000,000 (the ""USD 2022 Notes'' and,
together with the EUR 2009 Notes and the USD 2012 Notes, the ""Notes'') will be issued by PETRONAS Capital Limited
(""PETRONAS Capital Limited'' or the ""Issuer'') and will be unconditionally and irrevocably guaranteed by Petroliam
Nasional Berhad (""PETRONAS''). PETRONAS Capital Limited is a wholly-owned subsidiary of PETRONAS and has been
established solely for the purpose of issuing the Notes and other obligations to Ñnance the operations of PETRONAS. PETRONAS
Capital Limited will provide the proceeds of the oÅering to PETRONAS or its subsidiaries and associated companies. The Notes
will be unsecured obligations of PETRONAS Capital Limited. PETRONAS' guarantee (the ""Guarantee'') will be an unsecured
obligation of PETRONAS and will be eÅectively subordinated to the secured obligations of PETRONAS and its subsidiaries.
Unless previously repurchased, cancelled or redeemed, the EUR 2009 Notes will mature on May 22, 2009, the USD 2012 Notes
will mature on May 22, 2012, and the USD 2022 Notes will mature on May 22, 2022. The EUR 2009 Notes, the USD 2012 Notes
and the USD 2022 Notes will be redeemed at 100% of their respective principal amounts on their respective maturity dates plus
accrued and unpaid interest, if any. The EUR 2009 Notes will bear interest at the rate of 6.375% per year, payable annually in
arrears on May 22 of each year. The USD 2012 Notes will bear interest at the rate of 7.000% per year, payable semi-annually in
arrears on May 22 and November 22 of each year. The USD 2022 Notes will bear interest at the rate of 7.875% per year, payable
semi-annually in arrears on May 22 and November 22 of each year. The Ñrst interest payment in respect of the EUR 2009 Notes,
the USD 2012 Notes and the USD 2022 Notes will be made on May 22, 2003, November 22, 2002 and November 22, 2002,
respectively. The Notes will not be redeemable in whole or in part prior to maturity except upon the occurrence of certain events
related to Malaysian or Labuan tax law. See ""Description of the NotesÌSpecial Tax Redemption.''
Investing in the Notes involves risk. See ""Investment Considerations'' beginning on page 11.
EUR 2009 NOTESÌPRICE 99.561% AND ACCRUED INTEREST, IF ANY
USD 2012 NOTESÌPRICE 99.837% AND ACCRUED INTEREST, IF ANY
USD 2022 NOTESÌPRICE 99.532% AND ACCRUED INTEREST, IF ANY
Application has been made to list the Notes on the Luxembourg Stock Exchange. PETRONAS Capital Limited cannot guarantee
that the application to the Luxembourg Stock Exchange will be approved. The oÅering and settlement of the Notes is not
conditional on obtaining the listing.
The Notes have not been registered under the United States Securities Act of 1933, as amended (the ""Securities Act''), and
may not be oÅered or sold within the United States or to, or for the account or beneÑt of, U.S persons (as deÑned in Regulation S
under the Securities Act (""Regulation S'')) except that the Notes may be oÅered and sold outside the United States to non-
U.S. persons in reliance on Regulation S and within the United States to qualiÑed institutional buyers (as deÑned in Rule 144A
under the Securities Act (""Rule 144A'')) in reliance on the exemption from the registration requirements of the Securities Act
provided by Rule 144A or to a limited number of institutional ""accredited investors'' (as deÑned in Regulation D under the
Securities Act (""Regulation D'')) in accordance with any other applicable law. For a description of these and certain further
restrictions on oÅers and sales of the Notes, and the distribution of this Listing Circular, see ""Transfer Restrictions'' and ""Plan
of Distribution.''
The closing of the oÅering of the Notes was completed on May 22, 2002 by delivery of the EUR 2009 Notes through the facilities
of Euroclear Bank S.A./N.V., as operator for the Euroclear System (""Euroclear''), and Clearstream Banking, soci et e anonyme
(""Clearstream''), and the USD 2012 Notes and the USD 2022 Notes through the facilities of The Depository Trust Company, in
each case against payment.
MORGAN STANLEY
Global Coordinator
Joint Bookrunners
Joint Bookrunners
U.S. Dollar Tranches
Euro Tranche
MORGAN STANLEY
MORGAN STANLEY
SALOMON SMITH BARNEY
BARCLAYS CAPITAL
HSBC
June 26, 2002




TABLE OF CONTENTS
Page
Page
Notice to New Hampshire Residents ÏÏÏÏÏÏ
i
Share Ownership ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
60
Enforceability of Civil LiabilitiesÏÏÏÏÏÏÏÏÏÏ
iii
Relationship with the Government of
Available Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
iii
Malaysia ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
60
Exchange Rates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
iv
Description of the Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
61
Forward Looking Statements and
Taxation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
74
Associated Risks ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
v
Plan of DistributionÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
77
Summary ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
1
Transfer Restrictions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
81
Glossary of Oil and Gas Industry Terms ÏÏÏ
10
Validity of the Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
82
Investment Considerations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
11
Independent Accountants ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
82
Use of ProceedsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
14
General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
83
CapitalizationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
14
Summary of SigniÑcant DiÅerences
Selected Consolidated Financial Data ÏÏÏÏÏ
15
Between Malaysian GAAP and
Management's Discussion and Analysis of
U.S. GAAP ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
85
Financial Condition and Results of
Index to Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏ
F-1
Operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
18
Annex AÌForm of Letter to be Delivered
Business ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
31
by Accredited Investors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
A-1
PETRONAS Capital Limited ÏÏÏÏÏÏÏÏÏÏÏÏ
57
Annex BÌMalaysia ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
B-1
Management ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
58
You should rely only on the information contained in this Listing Circular. PETRONAS and
PETRONAS Capital Limited have not authorized anyone to provide you with information that is diÅerent.
This Listing Circular may only be used where it is legal to sell these securities. The information in this
Listing Circular may only be accurate on the date of this Listing Circular.
In connection with the issue and distribution of any of the Notes, Morgan Stanley & Co. International
Limited or any agent of it may overallot or eÅect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. There is no obligation on Morgan
Stanley & Co. International Limited or any agent of it to do so. Such stabilizing, if commenced, may be
discontinued at any time and must be brought to an end after a limited period.
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 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 HAMP-
SHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE 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.
i


PETRONAS and PETRONAS Capital Limited are furnishing this Listing Circular solely for the
purpose of listing the Notes on the Luxembourg Stock Exchange. Having made all reasonable inquiries,
PETRONAS and PETRONAS Capital Limited conÑrm that this Listing Circular contains all information
with respect to PETRONAS, PETRONAS Capital Limited and the Notes which is material in the context of
the issue and the oÅering of the Notes, and that such information is true and accurate in all material respects
and is not misleading, that the opinions and intentions expressed herein are honestly held and that
PETRONAS and PETRONAS Capital Limited are not aware of any facts the omission of which would make
any such information or the expression of any such opinions and intentions materially misleading. The
information set forth in ""Annex BÌMalaysia'' includes information and data that PETRONAS obtained
from publicly available sources. PETRONAS accepts responsibility for accurately reproducing such informa-
tion, but accepts no further or other responsibility in respect of such information set forth in Annex B.
None of PETRONAS, PETRONAS Capital Limited or the managers has authorized anyone to give any
information or to make any representation not contained in this Listing Circular in connection with the listing
of the Notes and, if given or made, such information or representation must not be relied upon as having been
authorized by any of PETRONAS, PETRONAS Capital Limited or the managers or any of their respective
aÇliates. Neither the delivery of this Listing Circular nor any oÅer made on the basis hereof shall, under any
circumstances, create any implication that the information herein is correct at any time subsequent to the date
hereof.
The distribution of this Listing Circular and the oÅering of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Listing Circular comes must inform themselves about
and observe any such restrictions. In particular, there are restrictions on the distribution of this Listing
Circular and the oÅer and sale of the Notes in the United States. This Listing Circular does not constitute,
and may not be used for or in connection with, an oÅer or solicitation by anyone in any jurisdiction in which
such oÅer or solicitation is not authorized or to any person to whom it is unlawful to make such oÅer or
solicitation.
The Luxembourg Stock Exchange takes no responsibility for the contents of this Listing Circular, makes
no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this Listing Circular.
Each person purchasing securities from a manager acknowledges that:
, it has been aÅorded an opportunity to request from PETRONAS, and it has received, all additional
information considered by it to be necessary to verify the accuracy of the information herein,
, it has not relied on any of the managers or any person aÇliated with such managers in connection with
its investigation of the accuracy of the information contained in this Listing Circular or its investment
decision, and
, no person has been authorized to give any information or to make any representation concerning the
securities other than those contained in this Listing Circular and, if given or made, such other
information or representation should not be relied upon as having been authorized by PETRONAS,
PETRONAS Capital Limited or the managers.
The Notes may not be sold or purchased in Malaysia in this oÅering. Furthermore, residents of Malaysia
are disqualiÑed from subscribing for or accepting any oÅer of the Notes. This Listing Circular may not be
distributed in Malaysia directly or indirectly for the purpose of any sale of the Notes. A Malaysian resident
means in relation to a natural person, a citizen or permanent resident of Malaysia and in relation to any other
person, a person who has established a place of business and is operating in Malaysia and includes a person
who is deemed to be resident pursuant to Section 43 of the Malaysian Exchange Control Act 1953.
ii


All references in this Listing Circular to ""PETRONAS'' are, unless the context otherwise requires, to
Petroliam Nasional Berhad and its subsidiaries. References to the ""Issuer'' are to PETRONAS Capital
Limited.
ENFORCEABILITY OF CIVIL LIABILITIES
PETRONAS is incorporated in Malaysia with limited liability. PETRONAS Capital Limited is
incorporated in Labuan, Malaysia with limited liability. Substantially all of the assets of PETRONAS Capital
Limited and a substantial part of the assets of PETRONAS are located in Malaysia. In addition, all of the
directors and executive oÇcers of PETRONAS and PETRONAS Capital Limited and certain of the experts
named herein are located in Malaysia and all or a substantial portion of the assets of such persons are located
in Malaysia. As a result, it may not be possible for investors to eÅect service of process outside of Malaysia
upon such persons or to enforce judgments obtained in courts outside of Malaysia, including judgments
predicated upon civil liability provisions of the federal securities laws of the United States, against such
persons, PETRONAS or PETRONAS Capital Limited. PETRONAS and PETRONAS Capital Limited
have been advised by the Senior General Manager, Legal and Corporate AÅairs Division of PETRONAS that
there is doubt as to the enforceability in Malaysian courts, in original actions or in actions for enforcement of
judgments of United States courts, of civil liabilities predicated upon the federal securities laws of the United
States. In addition, judgments of foreign courts are not directly enforceable in Malaysia. Judgments obtained
against PETRONAS or PETRONAS Capital Limited in a United States court in respect of any sum payable
under the Notes would be recognized and enforced by the courts of Malaysia in an action brought to enforce
such judgment without a re-examination of the issues in dispute only so long as the judgment:
(a) is not inconsistent with public policy in Malaysia,
(b) was not given or obtained by fraud or duress or in a manner contrary to natural justice,
(c) is not directly or indirectly for the payment of taxes or other charges of a like nature or of a Ñne or
other penalty,
(d) was of a court of competent jurisdiction of such jurisdiction,
(e) has not been wholly satisÑed,
(f) is Ñnal and conclusive between the parties, and
(g) is for a Ñxed sum.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with resales of the Notes, PETRONAS is required
to furnish upon request of a holder of the Notes and a prospective purchaser designated by such holder the
information required to be delivered under Rule 144A(d)(4) if at the time of such request PETRONAS is
neither a reporting company under Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the ""Exchange Act''), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
PETRONAS' Ñnancial statements are audited and published annually. PETRONAS intends to issue its
annual report for future Ñscal years within 120 days of its Ñscal year end and to issue unaudited summary
information regarding its semi-annual Ñscal period within 60 days of its Ñscal semi-annual end. The Ñnancial
statements of PETRONAS are prepared according to Malaysian generally accepted accounting principles
(""Malaysian GAAP''), which diÅer in certain signiÑcant respects from generally accepted accounting
principles in the United States (""U.S. GAAP''). For a discussion of the diÅerences between Malaysian
GAAP and U.S. GAAP, see ""Summary of SigniÑcant DiÅerences Between Malaysian GAAP and U.S.
GAAP.'' PETRONAS Capital Limited has not prepared separate Ñnancial statements because it is not
required to do so under Malaysian law and PETRONAS' management has determined that the Ñnancial
statements would not be material to the oÅering and sale of the Notes. PETRONAS Capital Limited does not
intend to publish Ñnancial statements in the future.
iii


EXCHANGE RATES
In this Listing Circular, references to ""ringgit'' or ""RM'' are to the currency of Malaysia, references to
""dollar,'' ""U.S. dollar,'' ""$'' or ""US$'' are to the currency of the United States of America, references to
""euro'' or ""4'' are to the currency of the European Union and references to ""Í'' are to the currency of Japan.
Solely for the convenience of the reader, this Listing Circular contains translations of certain ringgit amounts
into dollars at speciÑed rates. Unless otherwise stated, all translations from ringgit to dollars contained in this
Listing Circular have been made at a rate of RM3.80 to US$1.00, a rate Ñxed by the Government of Malaysia
in September 1998. See ""Annex BÌMalaysiaÌExchange Control Policy.''
The following table sets forth, for the periods and dates indicated, certain information concerning the
buying rate in ringgit per dollar as provided by Malayan Banking Berhad (the ""Buying Rate''). No
representation is made that the ringgit or dollar amounts referred to herein could have been or could be
converted into dollars or ringgit, as the case may be, at any particular rate or at all.
Year Ended March 31,
Period End
Period Average(1)
High
Low
(ringgit per dollar)
1998 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.6400
3.6768
4.8800
2.4735
1999(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.8000
3.9480
4.3260
3.5700
2000 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.8000
3.8000
3.8000
3.8000
2001 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.8000
3.8000
3.8000
3.8000
2002 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
3.8000
3.8000
3.8000
3.8000
For the period April 1, 2002 to May 15, 2002 ÏÏÏÏÏÏÏ
3.8000
3.8000
3.8000
3.8000
(1) The average of the Buying Rates on the last day of each month during each period.
(2) On September 2, 1998, the Government of Malaysia Ñxed the exchange rate at RM3.80 to US$1.00.
iv


FORWARD LOOKING STATEMENTS AND ASSOCIATED RISKS
This Listing Circular contains words such as ""believe,'' ""plan,'' ""expect'' and ""anticipate'' and similar
expressions that constitute ""forward looking statements.'' SpeciÑcally, all statements under the captions
""SummaryÌPETRONAS,'' ""Management's Discussion and Analysis of Financial Condition and Results of
Operations'' and ""Business'' relating to the following matters may include forward looking statements:
, the expected results of exploration, production and reÑning activities and related capital expenditures
and investments,
, the anticipated demand for, and ability to extract, crude oil or natural gas,
, environmental compliance and remediation,
, the anticipated demand for petroleum products and petrochemicals and related capital expenditures
and investments,
, future capital expenditures in general,
, generation of future receivables, and
, sales to customers.
Such statements are subject to certain risks and uncertainties, including:
, economic conditions in Malaysia and other countries in which PETRONAS transacts business,
, increases in regulatory burdens in Malaysia and such countries,
, changes in PETRONAS' relationship with the Government of Malaysia,
, changes in import controls or import duties, levies or taxes, either in international markets or in
Malaysia,
, changes in prices or demand for products produced by PETRONAS or any of its subsidiaries or affiliates,
both in Malaysia and in international markets, as a result of competitive actions or economic factors,
, the risks of increased costs in related technologies and the uncertainty of such technologies producing
expected results, and
, the ability of third parties to perform in accordance with contractual terms and speciÑcations.
In addition, the expectations of the management of PETRONAS with respect to exploration activities,
whether conducted by PETRONAS Carigali Sdn. Bhd. (""PETRONAS Carigali''), any other subsidiary or
aÇliate of PETRONAS, or any of the PSC Contractors (as deÑned in ""BusinessÌExploration and
Production''), are subject to risks arising from the inherent diÇculty of predicting the presence, yield or
quality of oil and gas deposits, as well as unknown or unforeseen diÇculties in extracting, transporting or
processing any oil and gas found, or doing so on an economic basis.
Should one or more of these uncertainties or risks, among others, materialize, actual results may vary
materially from those estimated, anticipated or projected. SpeciÑcally, but without limitation, capital costs
could increase, projects could be delayed, and anticipated improvements in capacity or performance might not
be fully realized. Although PETRONAS believes that the expectations of its management as reÖected by such
forward looking statements are reasonable based on information currently available to it, no assurances can be
given that such expectations will prove to have been correct. Accordingly, you are cautioned not to place
undue reliance on the forward looking statements. In any event, these statements speak only as of their dates,
and PETRONAS undertakes no obligation to update or revise any of them, whether as a result of new
information, future events or otherwise.
v


SUMMARY
This summary highlights information contained elsewhere in this Listing Circular. You should read the
entire Listing Circular carefully, including the sections regarding ""Investment Considerations'' and ""Manage-
ment's Discussion and Analysis of Financial Condition and Results of Operations'' (including ""Recent
Developments'' on page 21).
PETRONAS
Overview
Petroliam Nasional Berhad (""PETRONAS'') is the national oil and gas company of Malaysia and is
wholly owned by the Government of Malaysia. PETRONAS was incorporated in 1974 under the Malaysian
Companies Act and derives its powers from the Petroleum Development Act, which vests in PETRONAS
sole ownership and control of Malaysia's petroleum resources. At January 1, 2001, Malaysia had 4.5 billion
barrels of oil reserves (including condensates) and 82.5 trillion standard cubic feet of natural gas reserves.
PETRONAS, together with its subsidiaries and associated companies, is a fully integrated oil and gas
company engaged in a broad spectrum of upstream and downstream oil and gas operations and petrochemical
operations. PETRONAS has in recent years pursued a strategy of globalization, expanding its overseas
activities with the objective of ensuring an adequate supply of crude oil and natural gas to meet anticipated
domestic demand and the medium to long-term needs of its downstream operations and developing new
markets for its oil and gas businesses and its growing petrochemical operations. PETRONAS' vision is to
become a ""Leading Oil and Gas Multinational of Choice.'' At January 1, 2001, PETRONAS had equity
interests in international oil and gas reserves of approximately 3.2 billion barrels of oil equivalent. For the year
ended March 31, 2001, PETRONAS' international activities, which include production, reÑning and
marketing, contributed 31.3% of its consolidated revenue.
For the Ñscal year ended March 31, 2001, PETRONAS had consolidated revenue of RM73,351 million
(US$19,303 million), net proÑt of RM16,488 million (US$4,338 million) and consolidated assets of
RM139,040 million (US$36,590 million), making PETRONAS one of the largest companies in Asia in terms
of assets.
Upstream Activities Ì Exploration and Production
PETRONAS' upstream activities include the exploration, development and production of crude oil and
natural gas both in Malaysia and abroad.
Domestic Operations.
PETRONAS manages all upstream activities within Malaysia and engages a
number of international oil and gas companies to participate in exploration, development and production of oil
and gas in Malaysia pursuant to production sharing contracts. During the exploration phase of these
production sharing contracts, the contractors are required to spend a minimum amount of money to explore
the areas covered by the contracts, including the acquisition of new seismic data and drilling a speciÑed
number of wells. If oil or gas is discovered and commercial production commences, the contractors are
entitled to recover their costs out of production and PETRONAS retains a percentage of the total production
as its entitlement.
Since 1974, PETRONAS has signed 72 production sharing contracts with 30 operators from 10 diÅerent
countries, of which 41 were in operation as of March 31, 2002. The production sharing contractors include a
number of multinational oil and gas companies, such as Shell, ExxonMobil, Nippon Oil, Murphy Oil,
Amerada Hess and Santa Fe Energy Resources. PETRONAS' exploration and production subsidiary,
PETRONAS Carigali, has participated in all production sharing contracts entered into after 1985 and has
interests in all producing Ñelds in Malaysia. PETRONAS Carigali's share of total oil and gas production in
Malaysia is approximately 43% and 44%, respectively. PETRONAS Carigali increasingly undertakes
exploration, development and production activities as an operator and, as of March 31, 2001, operated 27 Ñelds
which produce approximately 26% and 15% of Malaysia's total oil and gas production, respectively.
1


International Operations.
To augment Malaysia's petroleum resources, PETRONAS is pursuing
exploration, development and production activities outside Malaysia. PETRONAS, through wholly-owned
subsidiaries, currently has a total of 27 production sharing contracts, two service contracts and six concession
agreements in 21 countries in Asia, Africa and the Middle East. PETRONAS has interests in, among others,
oil Ñelds in Sudan that commenced production in April 1999, oil Ñelds in Iran and Vietnam (Ruby Ñeld) that
commenced production in 1998, the Yetagun Gas Project in Myanmar which commenced production in May
2000 (the gas from which is sold to the Petroleum Authority of Thailand) and exploration and development
activities in a number of countries in Asia, the Middle East and Africa.
PETRONAS, through a subsidiary, is one of the production sharing contractors undertaking exploration
and development in the oÅshore overlapping economic zone of Malaysia and Thailand in the lower Gulf of
Thailand (the ""Malaysia-Thailand Joint Development Area''). The Malaysia-Thailand Joint Authority, in
which Malaysia and Thailand each owns 50%, administers the Malaysia-Thailand Joint Development Area.
PETRONAS' portion of the gas reserves in the area is estimated to be approximately 4.3 trillion standard
cubic feet. The Ñrst phase of oÅshore production capacity is expected to be ready for production by the third
quarter of 2002. The construction of the pipeline to transport the gas will be implemented after approval of the
project by the Thai government.
Downstream Activities
PETRONAS' downstream activities include (i) the liquefaction, sale and transportation of LNG,
(ii) the processing and transmission of natural gas and the sale of natural gas products, such as LPG and
processed gas, (iii) the reÑning and marketing of petroleum products, including fuel oil, diesel, motor gasoline,
jet fuel, kerosene and lubricants, (iv) the trading of crude oil, petroleum products and petrochemical products,
(v) the manufacture and sale of petrochemical products and (vi) shipping and related logistics, including the
transportation of LNG, crude oil and petroleum products.
Gas Business.
PETRONAS believes that Malaysia's abundant oÅshore gas reserves provide an
opportunity for it to play an important role in satisfying the growing energy and petrochemical demand of
Malaysia and other Asian countries. PETRONAS' strategy is to add value to these natural gas reserves by
promoting their use as feedstock for production of natural gas products and petrochemicals and export sale. To
further this strategy, PETRONAS has undertaken the following large scale downstream projects:
,
Two LNG plants with a total capacity of 15.9 million metric tons per annum have been developed in
Bintulu, Sarawak, the Ñrst of which commenced operations in 1983 and the second in 1996. The two
plants supply LNG to buyers in Japan, Korea and Taiwan pursuant to long-term supply contracts. A
third LNG plant (""MLNG Tiga'') is under construction and will consist of two trains, each with a
capacity of approximately 3.4 million metric tons per annum. The Ñrst train is scheduled to
commence operations in the Ñrst quarter of 2003 and the second train about nine months thereafter.
MLNG Tiga has entered into three sales contracts with several Japanese companies. The total
volume of LNG contracted in these contracts is equivalent to the capacity of MLNG Tiga's Ñrst train.
,
PETRONAS, through its majority-owned subsidiary, PETRONAS Gas Berhad, which is listed on
the Kuala Lumpur Stock Exchange and had a market capitalization of approximately US$3.6 billion
as of March 31, 2002, has completed the Peninsular Gas Utilization project involving six processing
plants and 2,270 kilometers of trans-peninsular gas pipeline to process and transmit gas to end-users
in the power, industrial and commercial sectors. The Peninsular Gas Utilization project has a total gas
processing capacity of two billion standard cubic feet per day. PETRONAS Gas Berhad is currently
revamping four of the processing plants to improve the recovery of ethane and allow greater tolerance
for carbon dioxide content.
ReÑning and Marketing Business.
PETRONAS has two reÑneries and a condensate splitter in Malaysia
which have a total capacity of 303,500 barrels per day and produce a wide range of petroleum products,
including low sulfur fuel oil, motor gasoline, jet fuel, naphtha, LPG, kerosene and diesel. The Ñrst reÑnery
commenced operations in 1983 and has a capacity of 40,000 barrels per day. A condensate splitter with a
capacity of 63,500 barrels per day commenced operations in 2000. The second reÑnery has two reÑning trains,
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each with a capacity of 100,000 barrels per day. The Ñrst train is 100% owned by PETRONAS and the second
train is jointly owned by PETRONAS (53%) and ConocoPhillips (47%).
PETRONAS Dagangan Berhad, a majority-owned subsidiary of PETRONAS, is engaged in domestic
marketing and retailing activities. PETRONAS Dagangan Berhad is listed on the Kuala Lumpur Stock
Exchange and had a market capitalization of approximately US$745 million as of March 31, 2002.
PETRONAS Dagangan Berhad had a 34% share of the Malaysian retail market as of January 1, 2002.
PETRONAS has signiÑcantly increased its overseas marketing and reÑning interests through its 80%
interest in its subsidiary, Engen Limited (""Engen''), a leading South African marketing and reÑning
company. Engen owns and operates a reÑnery in Durban, South Africa with a capacity of 105,000 barrels per
day and has an estimated 26% share of the South African petroleum product market. PETRONAS believes
that its interest in Engen furthers its globalization strategy by giving it a long-term reÑning and marketing
presence in the growth markets of Africa and the Indian Ocean rim.
Petrochemicals Business.
PETRONAS has expanded its petrochemical business by utilizing its abun-
dant supplies of gas as petrochemical feedstock. PETRONAS, through joint ventures with multinational
petrochemical companies, has developed two integrated petrochemical complexes (""IPCs'') at Kertih and
Gebeng, along the eastern corridor of Peninsular Malaysia. The concept underlying the IPCs is to achieve a
competitive edge through the integration of petrochemical projects using common or related feedstock and
common facilities within a self-contained complex. The plants in the Kertih IPC manufacture ethylene-based
petrochemicals while the plants in the Gebeng IPC manufacture propylene-based petrochemicals. Most of the
plants in both of the IPCs have been completed and each is supported by PETRONAS' centralized
infrastructure facilities at each of the two complexes, including centralized utility facilities and chemical
storage and distribution terminals.
Maritime and Logistics Business.
PETRONAS owns 62.4% of Malaysia International Shipping
Corporation Berhad (""MISC''), the largest shipping company in Malaysia. MISC owns and operates one of
the world's largest Öeets of LNG tankers and is listed on the Kuala Lumpur Stock Exchange with a market
capitalization of approximately US$3.4 billion as of March 31, 2002. PETRONAS' majority ownership of
MISC provides it with a platform to integrate and rationalize logistics and shipping support for its operations
in LNG, petrochemical products, crude oil and petroleum product exports. MISC's Öeet includes 13 LNG
tankers, 52 bulk carriers, 17 petroleum tankers, 15 chemical tankers, and 27 container ships. All of the LNG
tankers are currently on 20-year time charters to MLNG. Five of the LNG tankers are nearing the end of their
charters. MISC has ordered six new LNG tankers for delivery between 2002 and 2005, which will be placed
on long-term charters for MLNG Tiga. MISC recently chartered one of its LNG tankers to Gaz de France
and entered into a joint venture agreement with Bakri Navigation Co. Ltd. of Saudi Arabia for maritime
transportation and shipping services in the region. These agreements reÖect the expansion of MISC's activities
and the decrease of its dependence on PETRONAS' LNG operations.
Competitive Strengths
PETRONAS believes that its historical success is primarily due to the following factors:
,
Fully integrated, world scale, global oil and gas company.
PETRONAS is a fully integrated oil and
gas company possessing a diversiÑed revenue base which mitigates cash Öow volatility given the
cyclical nature of the industry. PETRONAS has achieved world scale in most of its operations,
enabling it to realize economies of scale and cost advantages. PETRONAS currently operates in
30 countries worldwide with approximately 80% of its revenues derived from international operations
and exports, which are primarily dollar denominated. PETRONAS has partnerships with leading
multinationals, including Shell, ExxonMobil, ChevronTexaco, TotalFinaElf, ConocoPhillips, BASF
and Dow Chemical, both in its domestic and international operations. In addition to diversifying the
project risk, these partnerships also provide for the transfer of technical, marketing and distribution
expertise between the partners as well as providing a source of new business opportunities.
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