PETROL AD AUDITOR'S REPORT AND FINANCIAL STATEMENTS

Transcription

1 PETROL AD AUDITOR'S REPORT AND FINANCIAL STATEMENTS

2 PETROL AD Contents Auditor's report Page 2 Financial statements as of Page 4 Notes to the financial statements Page 9

3 Deloitte Deloitte Audit Ltd. AeAOum Ogum OOfl 55, Al. Stambolijski Blvd. 6yA.,,AA. CmaM6oAuucku" 55 Sofia 1000 Cocfiuf! 1000 Bulgaria BbAaapua Tel (0) OupMeno geao 10638/96 Fax +359 (0) npu Co4>uucku apagcku ct>g 6aHko6a cwemka: MHT BANK kog CMemka 6 AeBa: AUDITOR'S REPORT TO THE SHAREHOLDERS OF PETROL AD 1. We have audited the accompanying nonconsolidated balance sheet of (the "Company") as of and the related nonconsolidated statements of income, cash flows and changes in equity for the year then ended. These nonconsolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the nonconsolidated financial statements, based solely on our audit. 2. Except as discussed in paragraph 3 below, we conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the nonconsolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As disclosed in Note 4 to the accompanying nonconsolidated financial statements, in the Company has recognized income under fuel supply agreement signed with a supplier (the "Supplier"). It includes an increase of the Company's remuneration under this agreement, which to recover the incurred operating expenses and discounts given to customers at the amount of BGN 17,901 thousand. The Management of believes that the amount of BGN 17,901 thousand should be included in the calculation of the Company's remuneration set in accordance with this agreement and its net balance with the Supplier. We were not provided with documentation or other evidence confirming the agreement of Supplier with this adjustment and therefore, we are not able to confirm the validity and the valuation of the revenue recognized at the amount of BGN 17,901 thousand. Additionally, we did not receive confirmation for the outstanding balance with the Supplier, reported as a net liability at the amount of BGN 7,143 thousand as of. As a result of the above, we were not able to confirm, through other alternative procedures, the validity, valuation and representation of the recognized revenue from sales and related trade payables reflecting the transactions with this Supplier, as reported in the accompanying nonconsolidated financial statements. Audit* Tax* Consulting'Financial Advisory* A member of Deloitte Touche Tohmatsu

4 4. In our opinion, except for the effect of such adjustments, if any, as might have been determined necessary had we been able to satisfy ourselves about the validity, valuation and representation of the recognized revenue from sales and related trade payables reflecting the transactions with the Supplier, as discussed in paragraph 3 above, the Company's nonconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of, and the results of its operations, changes in cash flows and shareholders' equity for the year then ended, in accordance with International Financial Reporting Standards. 5. Without further qualifying our opinion, we draw attention to the fact that plant and equipment with carrying amount of BGN 2,212 thousand as of, which are nonoperating, have been disclosed in the nonconsolidated financial statements of the Company as of, prepared in accordance with International Financial Reporting Standards. These fixed assets have been reported at their historical cost, which may differ form their recoverable amount. As a result our auditor's report dated March 25, on the nonconsolidated financial statements of the Company as of contained qualification with regards to the fair presentation of these assets. As disclosed in Note 14 to the accompanying nonconsolidated financial statements, these plant and equipment have been impaired in. Deloitte Audit Ltd. Sylvia Peneva Managing Director Registered Auditor March 31,2005 Sofia

5 Financial Statements as of Financial statements as of

6 INCOME STATEMENT For the year ended Note Revenue Cost of sales ,262 ( ) 356,071 ( ) Staff costs Hired services Depreciation and amortisation Materials and consumables used Other operating expenses (22,610) (21,308) (19,352) (5,781) (4.195) (21,943) (21,511) (17,405) (5,651) (2.386) Profit from operations 21, Financial income/(expenses), net Income from investments (6,270) Profit before tax 18,148 2,831 Income tax expense 13 (3.670) (563) Net profit for the period 14 T 478 2,268 Earnings per share (BGN) The financial sta have been approved on behalf of by: Svetoslav Yordanov Executive Director Krasimir Nikolwr Chief Accountant March 31, 2005 (The accompanying notes from page 9 to page 36 statements) financial Financial statements as of

7 BALANCE SHEET As at Noncurrent assets Property, plant and equipment Investments Investment property Intangible assets Goodwill noncurrent assets Current assets Trade and other receivables, net Inventories Financial assets available for sale Cash and cash equivalents Note ,803 28,400 18,312 1,426 _ 253,941 44,479 23,474 16,297 4, , ,617 19,550 2, ,669 34,328 26,634 13,893 8,926 current assets 88,554 83,781 Current liabilities Trade and other payables Shortterm loans and borrowings Provisions Obligations under finance leases ,285 19,703 1, ,471 17,538 1, current liabilities 67, ,156 Noncurrent liabilities Long term loans and borrowings Corporate bond loan Deferred tax Obligations under finance leases ,611 14,785 9, ,552 14,785 12, noncurrent liabilities 81, net assets Capital and reserves Share capital Revaluation reserve Statutory reserve Retained earnings capital and reserves ,250 58,529 9,005 16, ,250 57,692 8, (The accompanying notes from page 9 to page 36 are an integral part of these financial statements) Financial statements as of

8 CASH FLOW STATEMENT For the year ended Cash flows from operating activities Proceeds from clients and other parties Payments to suppliers and other parties Payments to employees, net Cash generated from operations Income tax paid Net cash from operating activities Cash flows from investing activities Purchase of property, plant and equipment Acquisition of financial assets available for sale Proceeds on disposal of property, plant and equipment Proceeds on disposal of financial assets available for sale Deposits opened Dividends received Acquisition of investments Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Proceeds from corporate bond loan Repayments of borrowings Interest paid Dividends paid Other proceeds of financing activities, net Net cash used in financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period Effect of foreign exchange rate changes Cash and cash equivalents at the end of period 611,688 (561,841) (21.928) 27,919 (769) 27,150 (34,913) (2,029) 8,684 23,181 (25,518) 3,079 (27,516) 241,705 (237,313) (6,574) (2,169) 128 (4,223) (4,589) 8,926 (33) 410,589 (391,134) (20.855) (1,400) (2.127) (3,527) (34,370) (766) ,042 1,103 (14.096) (26,704) 351,140 14,997 (326,665) (2,619) 36,853 6,622 2,987 (683) (The accompanying notes from page 9 to page 36 are an integral part of these financial statements.) Financial statements as of

9 STATEMENT OF CHANGES IN EQUITY For the year ended Share capital Statutory reserve Revaluation reserve Retained earnings Balance at January 1, , Increase in share capital against reserves Revaluation reserve of disposed fixed assets Deferred tax on revaluation reserve Net profit for the period 107,366 (44,057) (967) 2,878 (63,309) , Balance at January 1, Dividends allocated Profit transferred to reserves Revaluation reserve of disposed fixed assets Impairment of fixed assets Deferred tax on revaluation reserve Other changes in equity Net profit for the period (1,691) (606) 3,134 (2,185) (323) 1, (2,185) (606) Balance at (The accompanying notes from page 9 to page 36 are an integral part of these financial statements) Financial statements as of

10 Notes to the Financial Statements Financial statements as of

11 For the year ended 1. GENERAL (the Company) is a jointstock company, registered at the Sofia City Court. Based on a Share Purchase Agreement of 1999 Naftex acquired 51% of the Company's shares. As of majority shareholder of is Petrol Holding AD (former Naftex Bulgaria Holding AD) with 83.44% ownership of the share capital. The remaining part of the Company's shares is ownership of other legal entities, the state through the Ministry of Economy and of individual shareholders. Effective from July 1, 1998 is registered as a public company in the Public Register of Finance Supervisory Commission. The main activity of comprises retail of oil products and nonoil products and services. The Company is one of the oldest commercial companies in Bulgaria and owns the largest network of fuelfilling stations. In, the Company operates 450 gas stations located all over the country. The total number of employees of the Company as of and December 31, is 3,561 and 3, BASIS FOR PREPARATION OF THE FINANCIAL STATEMENTS 2.1. General The accompanying financial statements for the year ended have been prepared in all material respects in accordance with International Financial Reporting Standards (IFRS) and interpretations issued by the International Accounting Standards Board, and approved by the Council of Ministers of Republic of Bulgaria. These financial statements have been prepared under the historical cost convention and do not represent consolidated financial statements in accordance with Art. 37, Para 2 of the Accountancy Act. The Company also prepares consolidated financial statements in accordance with International Accounting Standard (IAS) 27 Consolidated Financial Statements and Accounting for Investments in Subsidiaries and the Accountancy Act of Republic of Bulgaria. The principal accounting policies are set out below Reporting currency According to the Bulgarian accounting legislation the Company keeps its records and prepares its financial statements in the national currency of the Republic of Bulgaria the Bulgarian lev. Effectively January 1, 1999, Bulgarian lev was fixed to the EUR at a rate BGN = EUR 1. These financial statements are presented in thousands of Bulgarian leva ("BGN'000"). Financial statements as of 10

12 For the year ended 2.3. Subsidiary companies A subsidiary is an enterprise that is controlled by the parent company. Control is the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. As of and the Company has the following subsidiaries: Subsidiary Main Activity Investment as of Investment as of Petrol Trans Express EOOD Transport services 100.0% 100.0% Petrol Technics EOOD Repairs and maintenance of fuelfilling stations 100.0% 100.0% Petrol Storage EOOD Storage of fuels 100.0% 100.0% Petrol Trade EOOD Trade 100.0% 100.0% BPI EAD Trade with oil products and property rental 100.0% 100.0% Naftex Petrol OOD Wholesales with oil products 100.0% 100.0% Petrol Card Service EOOD Fleet card operator 100.0% 50.0% TranslotoAD Lottery 99.9% 99.9% Eurocapital Bulgaria AD Investing activities 99.8% 99.8% Vratzata OOD Recreation services 99.4% 99.4% Transat AD Data maintenance and transfer through a satellite 98.0% Trans Telecom OOD Telecommunication services 95.0% In these financial statements, investments in subsidiaries are stated at cost of acquisition. In July the acquired 100% of the share capital of Petrol Card Service EOOD (PCS). In prior periods, this subsidiary was a joint venture between and Union Tank Eckstein, Germany. The cost of acquisition of the 50% of Petrol Card Service is BGN 509 thousand. As a result of the reorganization policy adopted within Petrol Holding AD (the majority shareholder of the Company), in prior periods the Management Board of the Company had taken decisions for the disposal of Transloto AD, Eurocapital Bulgaria AD, Vratzata OOD, Transat AD, Trans Telecom OOD and Petrol Card Service EOOD. As at the Company has effectively disposed of the subsidiaries Transat AD and Trans Telecom OOD, which have been transferred to Transhold AD subsidiary of the majority shareholder of the Company, at cost. As a result of these deals, the Company has not generated any loss. The rest of the subsidiaries for which there is decision for their disposal are presented in these financial statements as financial assets available for sale (see also note 20). Financial statements as of

13 For the year ended 2.4. Interests in associates An associate is an enterprise over which the Company is in a position to exercise significant influence, but not control, through participation in the financial and operating policy decisions of the investee. In these financial statements investments in associates are stated at cost of acquisition. As of and the Company has the following associates: Associate Main Activity Investment as of Investment as of Petrol Engineering AD Fiscal system maintenance 40.0% 40.0% Varna Business Services OOD Training, consultation and 36.7% hotel service Petrol Card Service EOOD Fleet card operator 50.0% In March, participated in the increase of share capital of Varna Business Services OOD subsidiary of Company's majority shareholder through an inkind contribution of tangible fixed assets with book value of BGN 2,184 thousand as of March 31,. The total value of this investment was in the amount of BGN 2,205 thousand, set by the independent expert valuers appointed by the Court Foreign currency Transactions in foreign currency are initially recorded at the official rate of exchange of the Bulgarian National Bank (BNB) as of the date of the transaction. The foreign exchange rate differences, arising upon the settlement of these monetary positions or at restatement of these positions at rates, different from those when initially accounted for, are reported as financial income or financial expenses for the period in which they arise. In these financial statements, the financial instruments denominated in foreign currency as of are restated at the closing exchange rate of BNB. The closing exchange rate of Bulgarian lev against the USD for the periods, covered by these financial statements is as follows: : $ 1 = BGN : $ 1 = BGN Accounting estimates and reasonable assumptions The presentation of financial statements in accordance with International Financial Reporting Standards requires management to make certain accounting estimates and reasonable assumptions that affect some of the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on the best estimate of management as of the date of the consolidated financial statements. The actual results could differ from those estimates. Financial statements as of

14 For the year ended 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1. Property, plant and equipment and intangible noncurrent assets Property, plant and equipment are carried at cost, including its purchase price and all additional costs related to their acquisition, less any accumulated depreciation and accumulated impairment losses, or at revalued amount. Intangible fixed assets are carried at cost, including their purchase price and all additional costs related to their acquisition, less any accumulated amortization and accumulated impairment losses. Assets under construction are carried at cost, including their purchase price and all additional costs related to their acquisition, less accumulated impairment losses. Depreciation and amortisation on noncurrent assets other than land and properties under construction, is charged so as to write off the cost over their estimated useful lives, using the straightline method at the following rates: Buildings 4% Plant and equipment 4%, 30% and 50% Vehicles 10% and 25% Fixtures and fittings 15% Intangible noncurrent assets 15% and 50% First depreciation charge for the newly acquired assets is provided in the month following the month of the acquisition. Subsequent expenditure related to property, plant and equipment is capitalized if it is probable the Company to obtain future economic benefits higher than the benefit from the originally assessed standard profitability of the asset. All subsequent expenses are recognized as expenditures for the period when they arose. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is charged to the income for the period of the disposal Investment property Investment property is property (land, building or part of building, or both) held by the Company to earn rentals or for capital appreciation, or for both. In these financial statements investment property is stated at cost less any accumulated depreciation and any impairment losses thereon. These properties, that are used partially for Company's operations and partially to earn rentals and it is impossible to be reported separately, are presented in compliance with IAS 16 Property, plant and equipment. Financial statements as of

15 For the year ended 3.2. Investment property (Continued) Depreciation on investment property is charged so as to write off the cost, other than land, over their estimated useful lives, using the straightline method, on the following bases: Buildings 4% Plant and equipment 30% Fixtures and fittings 15% 3.3. Impairment At each balance sheet date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cashgenerating unit to which the asset belongs. Recoverable amount is the greater of net selling price and value in use. If the recoverable amount of an asset (or cashgenerating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable amount. Impairment losses are expensed to the income statement immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a decrease of the revaluation reserve. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase Investments Investments in subsidiary and associate companies are carried at cost, less any accumulated impairment losses in compliance with IAS 27 Consolidated Financial Statements and Accounting for Investments in Subsidiaries and IAS 28 Accounting for Investments in Associates Inventories Materials and goods for resale are stated at the lower of cost and net realisable value. Cost comprises purchase price, transportation, customs duties and other related costs. Net realisable value represents the estimated selling price less all estimated cost to be incurred in selling and distribution. Upon consumption, materials and goods for resale are stated using the following methods: Crude oil Fuel and other goods for resale Materials Specific identification price of each delivery Weighted average price Weighted average price Financial statements as of

16 For the year ended 3.6. Financial instruments Financial assets and financial liabilities are recognized in the Company's balance sheet only when the Company becomes a party to the contractual provisions of the instrument Trade and other receivables Trade and other receivables are stated at their amortised cost. As at the balance sheet date, the Company prepares review of all significant outstanding balances in order to determine if there is any impairment Cash and cash equivalents For the purposes of cash flow presentation, cash and cash equivalents represent unrestricted cash on hand and in bank accounts Trade and other payables Trade and other payables are stated at their amortised cost Financial assets available for sale Financial assets available for sale are recognised on a tradedate basis and are initially measured at cost, including transaction costs. At subsequent reporting dates, financial assets available for sale are measured at fair value, except where market price quotations for these financial assets are not available and other methods for reasonable fair value definition are not applicable. Financial assets available for sale where no fair value exists are states at cost, adjusted by any impairment losses Loans and borrowings Shortterm and longterm interestbearing bank loans and overdrafts and the issued corporate bond loan are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis to the profit and loss account using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise Risk assessment and risk management Interest rate risk Information about maturity and effective interest rates on loans granted to the Company is presented in Note 22 to the financial statements. Interest rates are pegged to EUROLIBOR and SOFIBOR, whilst the corporate bond loan issued by the Company bears a fixed interest rate. Therefore the Company is exposed to interest risk in case of considerable increase in floating interest rates and/or significant decrease in the fixed interest rate. The Company does not use special financial instruments for interest risk hedging, but the Management believes that the possibility for interest rate negative movement is negligible and the interest rate risk which the Company is exposed to is insignificant. Financial statements as of

17 For the year ended 3.6. Financial instruments (Continued) Risk assessment and risk management Currency risk The Company is party to loan contracts and performs transactions denominated in US dollars. Therefore it is exposed to risk of possible appreciation of the US dollar against Bulgarian lev, which could result in an exchange loss for the Company. The Company does not use special financial instruments for currency risk hedging, but it is secured to a reasonable extent against this risk as the national currency is fixed to the EUR (see also Note 2.4), and the risk of material depreciation of the EUR against USD is minimal. Credit risk Financial assets that potentially expose the Company to a credit risk are primarily its trade receivables. Basically, the Company is exposed to credit risk, in case the clients do not meet their payment obligations. Company's policy is directed primarily to sales of goods and services in cash, as well as deferred payment sales to clients with appropriate credit standing. Credit risk of cash at banks is minimal as the Company deals with local and foreign banks with high credit rating Lease Assets held under finance leases are recognised as assets of the Company at their fair value at the date of acquisition or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance lease originates depreciation charge for amortizable assets, as well as financial expenses for every reporting period. The depreciation policy with regards to the leased assets is in compliance with the policy applied to the own assets Deferred income and expense Deferred income and expense in the Company's balance sheet represents income and expense, which is paid in the current, but refers to future accounting periods advertising, insurance, subscription, rent, etc. Financial statements as of '"

18 For the year ended 3.9. Income tax Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. In accordance with the tax legislation enforceable as of the date of these consolidated financial statements, the tax rates to be applied for calculation of tax liabilities of the Company are as follows: 2005 Corporate income tax (profit tax) 15.0 % 19.5 % 23.5 % Financial statements as of * 7

19 For the year ended Income and expenses recognition Revenues and expenses are accounted for on an accrual basis, regardless the cash payment. They are reported in compliance with the matching concept. Interest income and expense is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable. Dividend income from investments is recognized when the shareholders' rights to receive payment have been established Borrowing costs All borrowing costs are recognised in net profit or loss in the period in which they are incurred. 4. REVENUE An analysis of the Company's revenue is as follows: Sales of goods Sales of services Sales of materials and fixed assets Rental income Rental income from investment properties Sales of electricity Other sales 432,588 35,860 9,758 3,578 1,891 1, ,892 22, ,161 1,912 1, According to the terms of fuel supply agreement, in the revenue for the year ended, the Company has recognized income amounting to BGN 41,170 thousand. This amount includes reduction in revenue amounting to BGN 4,038 thousand. In the calculation of this reduction is included an amount of BGN 17,901 thousand, which represents increase of the Company's remuneration for incurred operating expenses and discounts given to customers. The Management of the Company believes that the amount of BGN 17,901 thousand must be included in the calculation of Company's remuneration according to this contract and in the closing balance of trade accounts payable with this supplier, amounting to BGN 7,143 thousand. As at the date of approval of these financial statements, the Company is still negotiating the adjustment of BGN 17,901 thousand with the counterparty. If agreement is not reached, the Company will be required to reverse this adjustment, thereby reducing revenue, shareholders' equity and profit before tax, and increasing trade and other payables, by BGN 17,901 thousand. Financial statements as of 18

20 For the year ended 4. REVENUE (CONTINUED) Revenue from sales of goods comprises: Gasoline A95 H Diesel oil Gasoline A92 H LPG Lubricants and other goods in filling stations Gasoline A98 H Industrial oil Crude oil 135, ,360 98,190 32,970 24,321 6,285 2, ,782 80,240 96,615 20,360 19,345 6,785 6, COST OF SALES Cost of sales can be analyzed as follows: Cost of goods sold Cost of materials and fixed assets sold 388, , Cost of goods sold comprises: Gasoline A95 H Diesel oil Gasoline A92 H LPG Lubricants and other goods in filling stations Gasoline A98 H Industrial oil Crude oil 122, ,405 88,951 27,170 22,078 5,575 2, ,834 69,140 87,049 17,358 19,228 5,711 5, Financial statements as of 19

21 For the year ended 6. STAFF COSTS Staff costs comprise the following: Salaries and wages Social security expenses Food allowances Recreation and sport activities Social aid, transportation and other expenses Medicaments and medical services 16,438 5,021 1, ,517 5,052 1, HIRED SERVICES Hired services comprise the following: Repairs and maintenance of fixed assets Transportation Telephone, fax and similar expenses Security Consulting services State and municipal taxes Cash collection services Rent of buildings and automobiles Insurance Advertising Other expenses 5,384 2,576 2,523 2,111 2,019 1,958 1,553 1, ,437 1,080 1,375 2,278 4,704 2,419 1,134 1, DEPRECIATION AND AMORTISATION Expenses for depreciation and amortization include: Depreciation of tangible fixed assets Depreciation of investment properties Amortisation of intangible fixed assets Amortisation of goodwill 17,294 1, ,732 1,340 1,327 6 The increase in depreciation expense in compared to is due to the significant capital expenditures made by the Company in compliance with its intensive investment program, which lead to an increase in the value of tangible fixed assets. Financial statements as of 20

22 For the year ended 9. MATERIALS AND CONSUMABLES USED Expenses for materials and consumables comprise: Electricity Office consumables Working clothes Water supply Fuel and other oil consumables Spare parts Heating Other expenses 2,477 1, ,296 1, OTHER OPERATING EXPENSES Other operating expenses comprise: Impairment of assets Withholding and other taxes Fixes assets and materials wasted Business trips Property tax and automobile tax Entertainment Shortages of assets Other expenses 2, , FINANCIAL INCOME/(EXPENSES), NET Net effect from change in exchange rates Interest expenses Interest income Other financial expenses, net 160 (6,424) 213 (219) Financial statements as of 21

23 For the year ended 12. INCOME FROM INVESTMENTS Income from investments includes dividends received and the results of operations with the following investees: Eurocapital Bulgaria AD Petrol Card Service OOD Varna Business Services OOD 1,754 1, , INCOME TAX Income tax expense in the income statement is as follows: Current tax: Deferred tax: Effect from change in tax rates Effect from change in temporary differences 4,301 1, (623) Deferred tax assets and liabilities are attributable to the following balance sheet items: Fixed assets Trade and other receivables Inventories Provisions Liabilities Assets Net (10,448) (14,030) (9,530) (13,306) Net tax assets/ (liabilities) r ^ (14.030^ ,041 Financial statements as of 22

24 For the year ended 13. INCOME TAX (CONTINUED) Movement of deferred tax assets and liabilities for the period is as follows: Balance at Recognized in the result for the year Recognized in the reserves for the year Balance at Fixed assets Trade and other receivables Inventories Provisions (13,306) ,134 (9,529) T 134 Deferred tax assets and liabilities on taxable and deductible temporary differences as of are calculated using the effective tax rate for corporate income tax for 2005 at 15.0% (see also Note 3.9). Effective tax rate for the period is presented in the table below: Profit before tax Applicable tax rate Income tax expense at applicable tax rate Tax effect from permanent differences Tax effect from temporary differences Income tax expense Effective tax rate 18, % 2, % (491) 19.9% Financial statements as of 23

25 For the year ended 14. FIXED ASSETS Movement of property, plant and equipment for the period is as follows: Cost Land and buildings Plant and equipment Motor Fixtures Assets under vehicles and fittings construction As of Additions Disposals Impairment loss As of 113,315 3,122 (3,834) (694) ,567 26,086 (1,624) ( ,904 2,368 (3,470) ,015 3,909 (139) , ,325 15,691 51,176 (33,540) (42,607) (1,786) 3, ,108 Accumulated Depreciation As of Charge for the period Disposals As of 29,285 1,856 ( ,247 11,843 ( ,729 1,124 ( ,695 2,472 ( ,956 17,295 (5,946) Net book value as of Net book value as of In fixed assets' disposals for the year ended is included the inkind contribution in the share capital of Varna Business Services OOD, amounting to BGN 2,205 thousand (see also note 15). Movement of intangible assets for the period is as follows: Cost As of Additions Disposals As of Accumulated Amortization As of Charge for the period Disposals As of September 30, Patents and licenses 1, (1.158) (561) 41 Software Other Assets under construction 2, , ( (3.372) ,915 1, (2,211) , (2.772) 489 Net book value as of Net book value as of J ,117 Financial statements as of 24

26 For the year ended 14. FIXED ASSETS (CONTINUED) As some of the Company's storage facilities are not operating at full capacity as at the Management of took decision to impair their book value with the amount of BGN 1,682 thousand. As a result, the effectiveness and the cash generated by the rest of the storage facilities have increased. As of and tangible fixed assets with total net book value of BGN 66,144 thousand and BGN 70,178 thousand, respectively, are pledged as collateral for loans granted to the Group and to related parties. 15. INVESTMENTS Subsidiary companies: Naftex Petrol OOD (see also Note 2.2) BPI BAD Petrol Trans Express EOOD Petrol Technics EOOD Petrol Trade EOOD Petrol Storage EDDO Vratzata OOD (see also Note 19) Transat AD (see also Note 20) % of capital % % % % % % 15,554 9, %OT Kanmajia % % % % % % XHJI. JIB. 100,966 9, Associated companies: Petrol Engineering AD Varna Business Services AD Petrol Card Service OOD 40.00% 36.7% 20 2, % 50.00% As per a decision of Varna Regional Court, on July 12, the share capital of Naftex Petrol OOD has been decreased from BGN 95,412 thousand to BGN 10,000 thousand. This share capital reduction aimed to increase the profitability of the subsidiary by releasing cash funds and decrease the paid in capital to the current needs of Naftex Petrol OOD. On August 2,, according to a decision of Varna Regional Court, the share capital of Varna Business Services OOD subsidiary of the Company's majority shareholder was increased through an inkind contribution of tangible fixed assets in the amount of BGN 2,205 thousand. In these financial statements this increase is presented as disposal of fixed assets and increase in investments in associates (see also note 14). Financial statements as of 25

27 For the year ended 16. INVESTMENT PROPERTY As of as investment properties are presented a hotel complex with carrying amount of BGN 12,582 thousand and two administrative buildings with carrying amount of BGN 5,730 thousand. Movement of investment properties for the year is as follows: Cost Land and Buildings Plant and Equipment Fixtures and Fittings As of Additions Disposals As of 18,977 18,977 1, L893 1, ,791 Accumulated Depreciation As of Charge for the period As of 1, L ,032 1, Net book value as of December 31, 951 Net book value as of December 31, TRADE AND OTHER RECEIVABLES, NET Receivables from related parties Trade receivables, net of impairment losses Litigations and writs, net of impairment losses Advances to suppliers Prepaid expenses Recoverable taxes Other receivables 33,438 7, ,311 6, , , Receivables from related parties as of and are further disclosed in Note 27. Receivables from related parties as of include cash deposit opened with majority shareholder of the Company Petrol Holding AD at the amount of BGN 25,518 thousand. This cash deposit is highly liquid and there are movements on its balance in very short periods of time. Company's management considers that the carrying amount of trade and other receivables approximates their fair value as of. Financial statements as of 26

28 For the year ended 18. INVENTORIES Gasoline Lubricants and other goods for resale Diesel oil Raw materials LPG Oils at petrol bases Industrial fuel Other goods for resale As of and inventories amounting to BGN 19,459 thousand and BGN 22,272 thousand respectively, represent oil products and other goods for resale at the gas stations delivered under purchase agreement but not invoiced by the supplier as at the period end. According to the terms of the purchase contract, significant risks are transferred from the supplier to the Company. Applying the substance over form accounting principle the Company adopted the policy to recognise such inventories in the balance sheet (see also Note 21). 19. FINANCIAL ASSETS AVAILABLE FOR SALE %of % of capital capital Eurocapital Bulgaria AD 99.80% 12, % 12,853 TranslotoAD 99.99% 2, % 700 VratzataOOD 99.42% % 225 Petrol Card Service OOD % 519 Trans Telecom OOD 95.00% 66 TransatAD 98.00% 49 As at as financial assets available for sale amounting to BGN 16,297 thousand are presented investments in subsidiaries for which there is decision of the Management Board of the Company for their disposal (see also note 2.2). Thus, the effectiveness of the core business of the Company retail of fuel and nonfuel products and related services will be increased. Financial statements as of

29 For the year ended 20. CASH AND CASH EQUIVALENTS Cash equivalents Cash at banks Cash in hand O6uio 3, ,639 7, TRADE AND OTHER PAYABLES Trade payables Payables to related parties Payables to the State Budget Payables to the employees Advances from customers Social security payable Deferred income Other payables 41,393 97,780 1,198 1,237 2, Payables to related parties as of and are further disclosed in Note 27. From the total amount of trade payables, as of and, BGN 19,459 thousand and BGN 22,272 thousand, respectively, represent liabilities for delivered, but not invoiced fuels (see Note 18). 22. LOANS AND BORROWINGS The interest rates on interestbearing bank loans and borrowings granted to the Company vary in the range between SOFIBOR/LIBOR/EURIBOR points and SOFIBOR/LIBOR/EURIBOR points. These loans and borrowings are secured by mortgage and pledge of noncurrent assets amounting to BGN 19,073 thousand. Financial statements as of 28

30 For the year ended 22. LOANS AND BORROWINGS (CONTINUED) In November issued registered, nonmaterialised, ordinary, interest bearing and freely transferable corporate bonds at a total amount of BGN 15,000 thousand and nominal value of BGN 1,000 per one bond. The corporate bond has a term of 5 years. The interest rate of the bond is 8.375% per annum. It is secured by a corporate guarantee, issued by the majority shareholder of the Company. Interest payments are payable twice per year, at every six months. Further details about the loans and borrowings granted to the Company and the terms and conditions thereof are presented below: Shortterm Expressbank Expressbank Expressbank BBVA Spain ING Bank ING Bank DSK Bank Currency/ Face value Book value Thousand Currency'OOO EUR 5,500 USD 1,500 EUR 3,500 EUR 4,245 BGN 7,000 BGN 2,360 EUR 2,200 10,746 2,151 1,416 2,033 1, EUR 5,494 USD 1,498 EUR 724 EUR 1,039 BGN 1,868 BGN 629 EUR 440 Maturity Book value Month/ Currency'OOO 10,757 2,322 1,746 1, EUR 5,500 USD 1,500 EUR 893 BGN 1,853 EUR / 12/ 2/ According to schedule 9/ /2007 9/2007 Longterm DSK Bank Bulgarian Post Bank Expressbank BBVA Spain ING Bank ING Bank Pireos Bank DSK Bank EUR 10,000 EUR 9,000 EUR 3,500 EUR 4,245 BGN 7,000 BGN 2,360 EUR 7,000 EUR 2,200 19,558 10,353 4,249 3,597 3,228 1,259 13, EUR 10,000 EUR 5,293 EUR 2, 172 EUR 1,839 BGN 3,228 BGN 1,259 EUR 6,977 EUR ,557 15,842 6,845 5,630 5, EUR 10,000 EUR 8, 100 EUR 3,500 EUR 2,878 BGN 5,096 EUR 1,320 12/ / /2008 According to schedule 9/ / /2007 3/2009 Corporate bond First issue BGN 15,000 14,785 BGN 14,785 14,785 BGN 14,785 11/2008 Financial statements as of 29

31 For the year ended 23. PROVISIONS Provisions for salaries on unused annual leaves Provisions for social insurance on unused annual leaves O6mo Movement of provisions for the period is as follows: Balance at beginning of period Accrued during the period Utilized during the period Balance at end of period 24. OBLIGATIONS UNDER FINANCE LEASES , (810) l t lto 1, (1.150) 1,110 Amounts payable under finance leases: Minimum lease payments December December 31, 31,. Present value of minimum lease payments December December 31, 31, Within one year In the second to fifth years inclusive Less: Future finance charges 120 (13) 171 (24) 107 _ 147 Present value of lease obligations = Less: Amount due for settlement within 12 months (shown under current liabilities) J37) Amount due for settlement after 12 months The average lease term is 4 years. For the year ended the average effective borrowing rate was 8%. All leases are on a fixed repayment monthly basis. The fair value of the Company's lease obligations approximates their carrying amount. Financial statements as of 30

32 For the year ended 25. SHARE CAPITAL The share capital as of and amounts to BGN 109,250 thousand distributed in 109,249,612 registered and nonmaterialised shares with face value of BGN 1 each. Shareholders of as of and are as follows: % of share capital % of share capital Petrol Holding AD RosOilEOOD Ministry of Economics Other shareholders inn.nn ioo.no 26. EARNINGS PER SHARE As of and basic earnings per share are calculated by dividing the net profit, reported for the period by the weighted average number of ordinary shares held at the same date. As of and, basic earnings per share from newly registered share capital of are as follows: Number of shares (thousand) 109, ,250 Profit for the period (BGN'000) Earnings per share (BNG) As at and the closing market price of the Company's shares at the Bulgaria Stock Exchange is BGN 3.21 and BGN 3.96, respectively. 27. RALATED PARTIES In the Company has performed various transactions with related parties. The transactions performed refer primarily to: Purchase and sale of fuels and oil products; Loan granted for investments; Purchase of tangible fixed assets; Technical assistance for maintenance of fiscal electronic systems; Supply of materials; Security; Reconstruction and modernisation of gas stations; Rents; Banking and financial services; Legal consulting. The transactions with related parties do not differ materially from the normal market conditions. Financial statements as of

33 For the year ended 27. RALATED PARTIES (CONTINUED) During the year ended and, the Company entered into the transactions with related parties: following Related party Type of transaction %of total income %of total expenses %of total income %of total expenses Petrol Card Service OOD Petrol Holding AD Naftex Petrol OOD Petrol Trans Express EOOD Petrol Technics EOOD Interhotel Bulgaria Bourgas EOOD Eurobank AD Transcard AD KZUAD Naftex Security EAD Communication 2002 AD BK Izvor AD Naftex Engineering AD Varna Business Services AD PFK Naftex AD Transloto AD Transat AD Jurex Consult AD BPI EAD Trade with fuels Trade with fuels Trade with fuels Transport services Repairs and maintenance of fuelfilling stations Tourist services Banking services Card payment services Repair works Security Marketing and advertisement Trade with fuels Building and engineering Education and convention centre Trade with fuels Trade with fuels Data maintenance and transfer through a satellite Legal services Trade with fuels 6.05% 0.43% 2.82% 0.59% 0.22% 0.25% 0.91% 0.03% 0.03% 0.02% 0.02% 0.01% 0.01% 0.01% 0.01% 0.01% _ 0.92% 1.87% 6.33% 0.04% 2.16% 0.47% 2.54% 0.49% 0.03% 0.26% 1.49% 0.53% 1.42% 9.38% 1.81% 1.71% 0.60% 0.41% 0.34% 0.10% 0.05% 0.01% 0.01% 0.01% 0.01% 4.57% 1.62% 5.06% 0.04% 0.03% 0.29% 0.02% 2.67% 0.05% 0.53% 1.56% 18.55% 14.44% 16.44% Financial statements as of 32

34 For the year ended 27. RELATED PARTIES (CONTINUED) The outstanding balances with related parties at are as follows: Related Party Type of Relation Amount Receivable Amount Payable Naftex Petrol OOD Petrol Technics EOOD Petrol Card Service EOOD Petrol Trans Express EOOD Vratzata OOD Transcard AD Interhotel Bulgaria Bourgas EOOD KZU AD Petrol Holding AD Petrol Engineering AD Naftex Security BAD Transat AD Communication 2002 AD Eurobank AD Naftex Engineering AD BPI EAD Varna Business Servisec AD PFC Naftex AD Jurex Consult AD Transloto AD Transtelecom OOD Other Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary of the majority shareholder Subsidiary of the majority shareholder Company with controlling participation of the majority shareholder Majority shareholder Associated company Subsidiary of the majority shareholder Subsidiary Associated company of the majority shareholder Subsidiary of the majority shareholder Associated company of the majority shareholder Subsidiary Associated company Subsidiary of the majority shareholder Subsidiary of the majority shareholder Subsidiary Subsidiary Minority shareholders 30 2,888 1,318 1, , , , Financial statements as of 33

35 For the year ended 27. RELATED PARTIES (CONTINUED) The outstanding balances with related parties at are as follows: Related Party Type of Relation Amount Receivable Amount Payable Naftex Petrol OOD Petrol Technics EOOD Petrol Card Service EOOD Petrol Trans Express EOOD Vratzata OOD Transcard AD Interhotel Bulgaria Bourgas EOOD KZUAD KZU Engineering DZZD Petrol Holding AD Petrol Engineering AD Naftex Security EAD Transat AD Communication 2002 AD Eurobank AD Naftex Engineering AD BPI EAD PFC Naftex AD Transloto AD Transtelecom OOD Naftex Fast Food AD DLA Bottling Company AD Other Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary of the majority shareholder Subsidiary of the majority shareholder Company with controlling participation of the majority shareholder Company with controlling participation of the majority shareholder Majority shareholder Associated company Subsidiary of the majority shareholder Subsidiary Associated company of the majority shareholder Subsidiary of the majority shareholder Associated company of the majority shareholder Subsidiary Subsidiary of the majority shareholder Subsidiary Subsidiary Subsidiary of the majority shareholder Subsidiary of the majority shareholder Minority shareholders 7,263 2,534 1, , , , T 311 Financial statements as of 34