OMV Petrol Ofisi A.Ş 01.01.2013 30.06 2013
Table of Contents 1 a. Operations of the Company... 2 b. Shareholding Structure... 2 c. Board of Directors... 3 d. Subsidiaries... 4 e. Company s position in the Sector... 5 f. Developments in Production... 5 g. Risk Management Policy... 5 h. Capital Markets Instruments... 6 i. Annual General Assembly... 6 j. Other Issues... 6 k. Financial Highlights... 7 1
a. Operations of the Company OMV Petrol Ofisi A.Ş. is engaged primarily in the supply and marketing of fuel from domestic and foreign markets, the organization of distribution and storing, additionally the sales of refinery byproducts, the production and blending of all types of grease, lubricants and their by-products, the establishment of blending and production facilities, wholesale and retail sales, import and export of lubricants; to construct and operate all kinds of plants for power generation, regardless of the source of energy, subject to the necessary approvals from the competent authorities, in particular the generation of power, operation and maintenance of power generation units, power trade and power distribution, to construct and operate grids, networks and line systems of all kinds, in particular pipelines, all activities relating to waste management in each case subject to the necessary approvals from the competent authorities. OMV Petrol Ofisi A.Ş.has 2,199 dealer stations, 1 lubricant blending plant, 10 fuel and 3 LPG terminals (Aliağa, Yarımca, Aksaray), Marmara Ereğlisi terminal (joint venture) and 25 aviation supply units. As of June 30, 2013, the number of personnel is 1,003 (December 31, 2012: 989). The Company is registered in Turkey and the address of the registered office is as follows: Eski Büyükdere Caddesi No: 33, 34398 Maslak, İstanbul The shares of the Company are quoted to İstanbul Stock Exchange Market (ISE) since 1991. b. Shareholding Structure The shareholding structure of OMV Petrol Ofisi as of June 30, 2013 is presented in the table below. REGISTERED CAPITAL: REGISTERED CAPITAL CEILING: 577,500,000 TL 750,000,000 TL COMPOSITION OF REGISTERED CAPITAL: Shareholders TL % OMV Petrol Ofisi Holding A.Ş. 319,949,130.81 55.40 OMV 240,104,930.10 41.58 Free Float & Others 17,445,939.09 3.02 Total 577,500,000.00 100.00 2
c. Board of Directors OMV Petrol Ofisi Board shall consist of at least 6 (six) and maximum 12 (twelve) members elected by the General Assembly of Shareholders. Board of Directors Members: Name - Surmane Title Positions Held in the Company in the Last 5 Years Current Positions Held Outside the Company Gerhard Roiss Chairman Vice Chairman OMV CEO David Charles Davies Vice Chairman OMV CFO Manfred Leitner OMV Manager Stefan Waldner OMV Manager Jacobus Gerardus Huijskes Hans Peter Floren Tulu Gümüşteki Terzioğlu Gülsüm Azeri Clive Mark Hyman Haluk Kaya OMV Manager OMV Manager - - -CEO Independent Independent - CEO Independent Independent Committees Charged and Task Corporate Governance Committee Member / Early Recognition of Risk Committee Member Corporate Governance Committee Member / Early Recognition of Risk Committee Member - İzocam Independent - - Audit Committee Chairman / Corporate Governance Committee Member / Early Recognition of Risk Committee Member Netaş Independent Corporate Governance Committee Chairman/ Early Recognition of Risk Committee Chairman / Audit Committee Member - - 3
d. Subsidiaries The subsidiaries of the Company and their nature of businesses are as follows: OMV PETROL OFĐSĐ A.Ş. ERK PETROL YATIRIMLA RI A.Ş. MARMARA DEPOCULUK HĐZMETLERĐ A.Ş. PO HAVACILIK OPERASYONLARI A.Ş. 99.96% 89.97% 99.99% Fuel Distribution Storage Services Aviation Operations Erk Petrol Yatırımları A.Ş., which was established in 2003 is engaged in the supply of fuel, petroleum products, LPG and similar products from domestic and foreign markets and their marketing, the organization of distribution and storing, the additional sales of refinery by-products, the production of all types of grease and lubricants and their by-products, blending, establishing blending and production facilities, whole-sales and retail sales, import and export. Fuel, petroleum products, LPG and similar products distribution license of ERK was terminated as of January 23, 2013. Marmara Depoculuk Hizmetleri Sanayi ve Ticaret A.Ş. was established in July 2009 to meet the needs of businesses owned by third parties in bulk and packaged petroleum products and lubricant oil storage and general warehouse management activities in accordance with the Petroleum Market Law and the Petroleum Market Regulation numbered 5015 and its related legislations. Petrol Ofisi Havacılık Operasyonları A.Ş. (with the old name Petrol Ofisi Akdeniz Rafinerisi Sanayi ve Ticaret A.Ş.), was established in June 2007 for building a petroleum refinery in Ceyhan. The refinery licence application of the Company was withdrawn and the Company is operating in aviation sales operations. The name of the Petrol Ofisi Akdeniz Rafinerisi Sanayi ve Ticaret A.Ş has been changed with Petrol Ofisi Havacılık Operasyonları A.Ş. at May 10, 2013. (*) The Company has signed a share purchase agreement for the sale and transfer of all of shares owned in Petrol Ofisi Gaz İletim A.Ş. ( PO Gaz İletim ), where the Company has 99.75% direct and 0.25% indirect shareholding, to OMV Gaz ve Enerji Holding A.Ş. conditional upon the approval of the transfer of shares by the Energy Market Regulatory Authority ( EMRA ) and under the terms of the share purchase agreement, for a consideration of TL 5,100,000. The sales of PO Gaz İletim took place at June 28, 2013 and deconsolidated from the Group s financial statements. 4
e. Company s position in the Sector OMV Petrol Ofisi, Turkey s leading company in the fuel distribution sector. Total of 68 Fuel Distribution Company and 12,581 stations operate in the sector as of end of June 2013. OMV Petrol Ofisi has a share of 17% in all stations with its 2,199 stations as of June 30, 2013. (Source: EMRA). Company s sales range of products includes; Gasoline, Gasoil, Auto-LPG, Jet Fuel, Black Products and Lubricants. The Company closed first six months of 2013 with the market share of 21.7% Gasoline, 25% Gasoil, 24.6% total white product, 15.9% Auto-LPG (LPG market share as of April) and 65.2% in Black Products. (Source: Petrolleum Association). f. Developments in Production Lubricants is the only product group OMV Petrol Ofisi is produced. The following table shows the production and sale of lubricants performed. Lubricants Production and Sales Volume (ton) 01.01-30.06 2013 01.01-30.06 2012 Production 43,952 47,240 Domestic Sales 41,124 41,804 Export 5,340 3,935 Total Sales 46,464 45,739 g. Risk Management Policy Risk Management aims to describe the risks which can negatively affect the Company s objectives, and to establish a system to manage those risks proactively. In this context, risk prioritization study was completed; risk measurement, assessment and control studies have been initiated in coordination with related departments. In order to ensure that risk assessment is efficiently used within the decision making process, the results of these studies are used in the establishment of the strategic processes and for the determination of audit requirements. In our company Early Recognition of Risk Committee has been established in line with the legislation and reported to the related parties bi-monthly. Internal Audit & Compliance Department analyses the processes to assure the compliance of activities with the rules and regulations and to increase their efficiency; and then assists in providing solutions to mitigate or eliminate risks in coordination with the related departments. Through the regular audit program that is set in line with the risk prioritization study, it assesses the efficiency of internal controls and monitors corrective actions of the related findings. Moreover Compliance, Regulatory Affairs and Law Departments follow changes in rules regulations and coordinate the compliance process of the company s activities to the new regulations. They propose changes to the processes, by assessing activities according to the requirements by means of control systems designed specifically for this purpose. 5
h. Capital Markets Instruments There is no Capital Market Instrument issued in the period between 01.01.2013 and 30.06.2013. i. Annual General Assembly The 2012 Ordinary General Assembly Meeting of OMV Petrol Ofisi A. Ş. was held on May 16, 2013 at 10:00 at the headquarters of the Company. The shareholders also attended via electronically system. The quorum achieved in this meeting was 97%. All announcements related to General Assembly were made before 27 days from the General Assembly Meeting. The explanations of the agenda items, financials, annual report, auditors report, related party transaction report, amendment of articles of association, donation and payment policies and were made available to all shareholders in our web site and CRA system 21 days before the meeting. The 2012 financials were approved; the members of the Board of Directors and Auditors were released from their activities in the year 2012. The upper limit for donations in 2013 was defined as TL 2,500,000. Mr. Clive Mark Hyman and Mr. Haluk Kaya were elected as the Independent Members of the Board of Directors for one year. Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (Ernst & Young) to conduct the independent audit of the financial statements for the financial year January 1, 2013- December 31, 2013 of the Company was approved. The Articles 1, 3, 4, 6, 7, 9, 10, 11, 12, 13, 19, 20, 24, 26, 27 and 28 of the Articles of Association were amended and the Provisional Article 1 from the Articles of Association was removed. The dividend distribution policy of the Company was read and it was decided not to distribute dividend for 2012. The shareholders were informed that all transactions including the extensive and continuous transactions executed with the relevant parties, mortgages, pledges and other securities granted on behalf of the third parties. All of the questions asked by the shareholders, who attended to the meeting regardless of whether or not in the agenda, were answered. Dissenting documents including questions given by shareholders were also disclosed in Public. The information regarding volume of donations and the benefited parties were given to the shareholders as a separated agenda item in the General Assembly Meeting. j. Other Issues Interest rates of intercompany loans received from OMV Petrol Ofisi Holding A.Ş. have been reset in July 2013 according to the contract considering the TRLIBOR rate at maturities. On July 12, 2013 and July 23, 2013 interest rates have been revised as 7.9703% and 8.1803% for intercompany loans amounting to TL 530,000,000 and TL 2,470,000,000 respectively. Previous rates were 9.1289% and 9.0430% respectively. 6
k. Financial Highlights SUMMARY OF BALANCE SHEET ( 000 TL) 30.06.2013 31.12.2012 Current Assets 3,706,844 3,021,862 Non-Current Assets 3,881,371 3,958,532 Total Assets 7,588,215 6,980,394 Current Liabilities 2,565,386 1,967,757 Non-Current Liabilities 3,020,866 3,020,091 Equity Holders of Parent 1,990,757 1,980,803 Non-Controlling Interest 11,206 11,743 Total Liabilities & Equity 7,588,215 6,980,394 SUMMARY OF INCOME STATEMENT ( 000 TL) 01.01-30.06 2013 01.01-30.06 2012 Sales Revenue 11,252,980 9,275,865 Gross Profit / Loss 447,160 449,781 Operating Profit / Loss 158,334 179,064 Net Profit / Loss for the Period 10,298 53,298 Equity Holders of the Parent 10,827 53,575 7