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FUEL FOR GROWTH STRUCTURAL MERGER INITIATIVE. WARNING The implementation of an eventual structural merger will require (i) the prior completion of the.

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Presentation on theme: "FUEL FOR GROWTH STRUCTURAL MERGER INITIATIVE. WARNING The implementation of an eventual structural merger will require (i) the prior completion of the."— Presentation transcript:

1 FUEL FOR GROWTH STRUCTURAL MERGER INITIATIVE

2 WARNING The implementation of an eventual structural merger will require (i) the prior completion of the foreseen law procedures, and (ii) the authorization of the competent authorities and other entities as required in accordance with Colombian law. The financial statements with which Fitch Ratings issued the AAA score ratification concept for Terpel Organization S.A., with a stable outlook on January 14 th 2014, with closing date November 30 th 2013, are the financial statements used in the merger process. This document is presented for information purposes only and does not constitute a value offer, nor legal or fiscal advice. The responsibility of any decision taken after evaluating, under your own criteria, the information here within is the sole responsibility of the recipient and their advisors.

3 AUTHORIZE THE EXPLORATION OF ALTERNATIVES OF CORPORATE RESTRUCTURE Boards of Directors 1 2 HIRE INDEPENDENT ADVISORS Administrations 3 ADVISE ON FINANCIAL AND LEGAL ASPECTS Independent Advisors BACKGROUND 4 APPROVE MERGER Shareholders Meetings

4 AGENDA TERPEL ORGANIZATION TODAY 1 RESULT OF THE MERGER 3 2 PURPOSES OF THE MERGER CLOSING REMARKS 4

5 2 PURPOSES OF THE MERGER CLOSING REMARKS 4 3 RESULT OF THE MERGER TERPEL ORGANIZATION TODAY 1 AGENDA

6 MORE THAN 45 YEARS TERPELS CREATION 2001 CREATION OF SIE, CONSOLIDATING 75% OF TERPELS REGIONAL EXPANSION AND GAZEL ADQUISITION 2009 TERPEL MERGER, SIE LISTING AND CREATION OF PROENERGÍA 1968 TERPEL B/MANGA IS BORN 2014 TERPELS’ CONSOLIDATION PROCESS FINALIZED TERPEL DEL CENTRO ACQUIRES MAJORITY PARTICIPATION AND LISTING OF PROENERGÍA 2010 GROWTH MOBILIZING 2013 ISSUANCE OF AAA BONDS 2012 TERPEL ORGANIZATION AND GAZEL MERGER 2004 CREATION OF TERPEL ORGANIZATION

7 TERPEL ORGANIZATION TODAY EXTENDED SALE POINT NETWORK*: 2,232 GAS STATIONS AND 80 CONVENIENCE STORES 2,250 QUALITY JOBS** 2,250 QUALITY JOBS** TERPEL BRAND IS TOP OF MIND AMONG COSTUMERS AND USERS MULTILATIN COMPANY WITH PRESCENCE IN 6 COUNTRIES MULTILATIN COMPANY WITH PRESCENCE IN 6 COUNTRIES HIGH CREDIBILITY IN BANKING AND CAPITAL MARKETS * OT Sale points and subsidaries for december 2013 ** Direct and indirect jobs within own service stations

8 TERPEL ORGANIZATION COLOMBIA Note: Market share, source OT, December 2013 AVIATION 70% AVIATION 70% VNG SERVICE STATIONS 47% VNG SERVICE STATIONS 47% LIQUIDS SERVICE STATIONS 43% LIQUIDS SERVICE STATIONS 43% INDUSTRY 37% INDUSTRY 37% RETAIL LUBRICANTS 21% RETAIL LUBRICANTS 21% TOTAL NATIONAL PARTICIPATION 45% TOTAL NATIONAL PARTICIPATION 45% MARKET SHARE

9 FIGURES Average EBITDA margin : 4.6% EBITDA MILLION PESOS COMPOUND ANNUAL GROWTH : 9% 2,107 SS and 1,466 MM gal INCOME 2,232 SS and 2,101 MM gal COMPOUND ANNUAL GROWTH : BILLION PESOS 18% Source OT. Figures exclude Peru and Chile. * Compound annual growth rate OPERATIONAL AND FINANCIAL PERFORMANCE Volume CAGR* 2009 – 2013: 9.4%

10 Source OT FIGURES DIVIDENDS DISTRIBUTED TO SHAREHOLDERS NET PROFIT OT MILLION PESOS distributed to shareholders since 2009 COP 580 mil MM DIVIDENDS PER SHARE OT PESOS Distribution of dividends percentage 2013: 60% Net Average Margin : 1.8%

11 3 RESULTS OF THE MERGER 2 TERPEL ORGANIZATION TODAY 1 2 PURPOSES OF THE MERGER 4 CLOSING REMARKS AGENDA

12 CLEAR AND SIMPLE THE MERGER RESULTS IN A MORE AFTER TODAY 100.0% SOCIEDAD FUSIONADA SHAREHOLDERS TERPEL DEL CENTRO S.A % 100.0% 52.8% 47.2% 44.9% 67.4% 28.5% 20.5% 34.6% 4.1% SHAREHOLDERS IS THE MAJORITY SHAREHOLDER STRUCTURE

13 1 PRODUCT TODAY AFTER 4 SOCIETIES REGISTERED AT RNVE** 2 LISTED IN BVC 1 OPERATIONAL 3 OPERATONAL SOCIETY LISTED IN BVC* OF THE CORPORATE SIMPLIFICATION Single Management Center 1 Board of Directors Administration *BVC : Colombian Stock Exchange **RNVE ISSUERS AND STOCK NATIONAL REGISTRY

14 TODAY AFTER TERPEL DEL CENTRO IN STOCK MARKET NOT LISTED 811 SHAREHOLDERS** 11.3% FREE-FLOATING* 583 SHAREHOLDERS** 1.8% FREE-FLOATING* 303 SHAREHOLDERS** 34 SHAREHOLDERS** * Free-floating: number of stocks held by investors without control interest (minor participation at 1% or considered an institutional investor) ** Number of shareholders in October 2013 FLOATING* THERE WOULD BE A HIGHER FREE- +1,700 SHAREHOLDERS A SINGLE COMPANY LISTED IN THE STOCK MARKET WITH AND FREE-FLOATING* ESTIMATED > AT 20% Preliminary information SHARE LISTING

15 TERPEL ORGANIZATION TODAY 1 2 PURPOSES OF THE MERGER CLOSING REMARKS 4 RESULTS OF THE MERGER 3 AGENDA

16 BOND HOLDERS STATUTORY REFORMS DO NOT AFFECT THE FINANCIAL CONDITION OF PRODUCT OF THE MERGER SOCIAL OBJECTIVE MODIFICATION - Food merchandising is included - The ability to act as an intermediary agent is included - The subscribed and paid capital is adjusted -The right of preference is eliminated in share trade - Rules are established for share re- acquisition -The functions of the General Shareholders Meeting are broadened - The functions of the Board of Directors are modified - The functions of the Auditing Committee are modified

17 ON THE BALANCE STATEMENT EFFECT OF THE MERGER OT BEFORE THE MERGER ASSESTS LIABILITY EQUITY OT POST-MERGER 1 ASSETS LIABILITY EQUITY Figures rounded to COP Billions closing at November 30, Proform Balance of the merger MAIN ADJUSTMENTS SIE DEBT COP 180,000 MM PARTICIPATION ELIMINATION CROSSED WITH TC (ACCOUNTING EFFECT) OT MANTAINS UNCHANGED ITS FLOW GENERATION CAPACITY

18 BONDHOLDERS THE MERGER MANTAINS UNALTERED THE POSITION OF THE NOVEMBER 2012 NOVEMBER 2013 AAA(Col) / F1+ COMPANY SCORE AND BONDS STABLE PERSPECTIVE FOR BOND ISSUANCE Source: Fitch Ratings. 1 After perfection of the merger. POST-MERGER REAFFIRMED ON JANUARY 2014 TAKING ON 180,000 MILLION PESOS OF SIE DEBT AAA(Col) / F1+ COMPANY SCORE AND BONDS STABLE PERSPECTIVE

19 THE COMPANY MAINTAINS AN ADEQUATE LIQUIDITY POSITION AFTER THE MERGER, LEVERAGE INDICATORS ARE MANTAINED AT MODERATE LEVELS IN ACCORDANCE WITH THE SCORE THE COMPANY HAS A STRONG COMPETITIVE POSITION DIVERSIFIED IN GEOGRAPHIES AND PRODUCTS TO MITIGATE EXPOSURE TO ECONOMIC CYCLES Source: Fitch Ratings 1 International risk score by Standard and Poor’s and Fitch Ratings SUPPORT FROM COPEC, SCORED BBB 1 INTERNATIONAL, AS MAJORITY SHAREHOLDER SUPPORT FROM COPEC, SCORED BBB 1 INTERNATIONAL, AS MAJORITY SHAREHOLDER SCORE KEY FACTORS STABLE CASH FLOWS DERIVED FROM THE REGULATED NATURE OF THE BUSINESS AND THE GROWING TREND OF FUEL CONSUMPTION

20 TERPEL ORGANIZATION TODAY 1 2 BENEFITS OF THE MERGER RESULTS OF THE MERGER 3 CLOSING REMARKS 4 AGENDA

21 REMARKS THE AAA SCORE OF TERPEL ORGANIZATION IS MANTAINED AFTER THE MERGER* THE SOCIAL OBJECTIVE AND GROWTH STRATEGY ARE NOT MODIFIED * On November 19th 2013, Fitch Ratings affirmed the AAA(Col) score for the ordinary bond issuance of COP million, and expect that the debt indicators remain in accordance with the assingned score after the merger. On January 14th, 2014, Fitch Ratings reaffirmed the score. CLOSING THE CONSOLIDATION PROCESS OF TERPELS IS FINALIZED THE SHAREHOLDERS BELONG TO A SINGLE OPERATIONAL SOCIETY AND LISTED IN THE STOCK MARKET

22 THANK YOU WE INVITE YOU TO CONTINUE BEING PART OF A COMPANY WITH A SUCCESFUL HISTORY OF GROWTH


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