INFORMACIÓN PRELIMINAR FUEL FOR MERGER INITIATIVE GROWTH PRELIMINARY INFORMATION.

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Presentation transcript:

INFORMACIÓN PRELIMINAR FUEL FOR MERGER INITIATIVE GROWTH PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR WARNING WARNING: The content of this presentation is preliminary and, consequently, subject to eventual modifications until the definite merger agreement of the companies involved is made available to shareholders. The implementation of the fusion structure presented in this document shall require compliance with the procedures and obtaining the corresponding legal and corporate authorizations. This document is presented for information only. After having evaluated at his sole discretion the information presented here, any decision made is the sole responsibility of the recipient. PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR AUTHORIZE THE EXPLORATION OF THE CORPORATE REORGANIZATION Boards of Directors 1 2 LEAD THE MERGER INITIATIVE AND HIRE INDEPENTENT ADVISORS Administrations 3 PROVIDE ADVICE ON FINANCIAL AND LEGAL ASPECTS, RESPECTIVELY Independent Advisors BACKGROUND PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR PURPOSE OF THE MEETING ORGANIZACIÓN TERPEL TODAY REASONS AND ATTRIBUTES FOR MERGING THE COMPANIES 3 IMPLICATIONS OF THE MERGER CLOSING COMMENTS AND NEXT STEPS 4 PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR MOBILIZING GROWTH MORE THAN 4545 YEARS TERPEL IS BORN IN B/MANGA CREATION OF TERPEL REGIONAL OFFICES ACQUISITIONS AND OTHER BUSINESSES CHANGE OF CONTROL 2001 CREATION OF SIE, INTEGRATING 75% OF TERPEL’S REGIONAL OFFICES 2009 CREATION OF PROENERGÍA TO ADMINISTER THE PROMIGAS INVESTMENT IN SIE 2013 ISSUANCE OF AAA BONDS FINALIZATION OF THE TERPEL CONSOLIDATION PROCESS TERPEL DEL CENTRO 2010 PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR ORGANIZACIÓN TERPEL TODAY COP 480 Billion A MULTI – LATIN COMPANY Presence in 6 countries COP 12 Trillion 44.7% in Colombia COP 72 Billion 2,230 Service Stations 81 Stores Information provided by OT. * Consolidated figures that exclude Peru and Chile INCOME OT AND SUBSIDIARIES* 2012 EBITDA OT AND SUBSIDIARIES* POINTS OF SALES OT AND SUBSIDIARIES AS OF SEPT/2013* 2012 DIVIDENDS MARKET SHARE TOTAL FUELS AS OF MAY/2013 (WITHOUT LUBRICANTS) PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR QUALITATIVE ATTRIBUTES ORGANIZACIÓN TERPEL BUSINESS STRATEGY OF PARTNER COUNTRY, FRAMED IN SUSTAINABILITY TODAY 2,237 QUALITY EMPLOYEES* 2,237 QUALITY EMPLOYEES* HIGH CREDIBILITY IN BANKING AND CAPITAL MARKETS THE TERPEL BRAND IS IN THE MIND OF ITS CLIENTS AND USERS THE TERPEL BRAND IS IN THE HEART OF COLOMBIANS AND IS BEGINNING TO WIN SPACE IN THE HEART OF CLIENTS AND USERS IN OTHER COUNTRIES THE TERPEL BRAND IS IN THE HEART OF COLOMBIANS AND IS BEGINNING TO WIN SPACE IN THE HEART OF CLIENTS AND USERS IN OTHER COUNTRIES FIRST PLACE IN FUEL DISTRIBUTION FIRST PLACE IN FUEL DISTRIBUTION * Direct and Indirect Employees PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR OPERATIONAL AND FINANCIAL PERFORMANCE IN FIGURES INCOME 2,163 EDS y 1,828 MM gls sold in 2,107 Service Stations y 1,466 MM gls sold in COMPOUND ANNUAL GROWTH : Average EBITDA margin 2009 – 2012: 4.7% EBITDA TRILLION PESOS BILLION PESOS 19% COMPOUND ANNUAL GROWTH : 8% Source: OT. Figures exclude Peru and Chile. PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR DIVIDENDS DISTRIBUTED TO SHAREHOLDERS IN FIGURES DIVIDEND PER OT SHARE in PESOS Percentage of dividend distribution: 55.9% 2012 Percentage of dividend distribution: 55.9% distributed to shareholders since 2009 COP 480 Billion NET PROFIT Billion Pesos Average Net Margin : 2.0% Source: OT PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR PURPOSE OF THE MEETING 3 IMPLICATIONS OF THE MERGER CLOSING COMMENTS AND NEXT STEPS 4 REASONS AND ATTRIBUTES FOR MERGING THE COMPANIES 2 ORGANIZACIÓN TERPEL TODAY 1 PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR TODAY AFTER TERPEL DEL CENTRO S. A % AND SUBSIDIARIES SHAREHOLDERS 100.0% 52.79% 47.21% 44.89% 67.41% 28.46% 20.50% 34.61% 4.13% TOWARD A CLEAR AND SIMPLE CORPORATE STRUCTURE 100 % AND SUBSIDIARIES SHAREHOLDERS PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR WHY MERGE? STRATEGIC RATIONALE QUALITATIVE ATTRIBUTES Corporate Simplification BEFOREAFTER 4 Companies Inscribed in RNVE 2 Listed in the BVC 1 Operating 1 3 Listed Operatin g Company Sole Management Center 1 Board of Directors Administration 1 A single operating company distributes the dividends Direct Glow of Dividends PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR PURPOSE OF THE MEETING CLOSING COMMENTS AND NEXT STEPS 4 ORGANIZACIÓN TERPEL TODAY 1 OF THE MERGER IMPLICATIONS 2 REASONS AND ATTRIBUTES FOR MERGING THE COMPANIES 3 PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR ALL SHAREHOLDERS WOULD HAVE DIRECT OWNERSHIP IN THE OPERATIONAL ASSETS THE FOCUS OF THE ORGANIZACIÓN TERPEL STRATEGY WILL CONTINUE BEING GROWTH THE TOTALITY OF THE SHARES OF THE MERGED ENTITY WOULD BE LISTED IN THE BVC THE EQUITY SITUATION OF EACH SHAREHOLDER WILL REMAIN UNCHANGED IMPLICATIONS OF THE MERGER PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR SHAREHOLDER CONDITIONS ARE IMPROVED ALL SHAREHOLDERS MAY TRADE THEIR SHARES IN THE COLOMBIAN STOCK EXCHANGE THE SHAREHOLDERS OF THE MERGED ENTITY WOULD BE A MORE ATTRACTIVE ADMISSIBLE GUARANTEE POTENTIAL TO GENERATE ADMINISTRATIVE AND FINANCIAL SAVINGS IN THE MERGED ENTITY THE UNIFICATION OF ALL SHAREHOLDERS WOULD INCREASE THE FLOATING SHARES* Floating Shares: The number of shares in the hands of investors without controlling interest (those with a participation of less than 1% or those considered institutional investors). THE DIVIDENDS ARE DIRECTLY DISTRIBUTED BY THE COMAPNY THAT GENERATES THEM PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR AFTER THERE WOULD BE MORE FLOATING SHARES IN THE STOCK MARKET TODAY TERPEL DEL CENTRO IN THE STOCK MARKET UNLISTED 819** SHAREHOLDERS 585** SHAREHOLDERS 303** SHAREHOLDERS +1,700 SHAREHOLDERS A SOLE COMPANY LISTED IN THE STOCK MARKET WITH 34** SHAREHOLDERS * Floating Shares: The number of shares in the hands of investors without controlling interest (those with a participation of less than 1% or those considered institutional investors). ** Number of shareholders as of September PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR PURPOSE OF THE MEETING ORGANIZACIÓN TERPEL TODAY 1 CLOSING COMMENTS AND NEXT STEPS 2 REASONS AND ATTRIBUTES FOR MERGING THE COMPANIES 4 3 IMPLICATIONS OF THE MERGER PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR The DIVIDEND policy will not be modified The CONSOLIDATION process of the Terpel Regional Offices will be finalized The EQUITY SITUATION of all shareholders will remain unchanged A larger number of floating shares would offer elements to increase the NEGOTIABILITY of the share Organización Terpel’s FLEXIBILITY AND FINANCIAL STRENGTH are conserved* CLOSING COMMENTS The corporate purpose and the GROWTH STRATEGY will not be modified * According to OT estimations, the credit rating would remain unchanged. PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR TENTATIVE DATES December 2013 January 2014 February 2014 May 2014 APPROVAL IN BOARDS OF DIRECTORS AND SUMMONS TO SHAREHOLDER ASSEMBLIES REQUEST TO AUTHORIZE THE MERGER AND INSCRIPTION WITH THE OFFICE OF THE COLOMBIAN FINANCE SUPERINTENDENT APPROVAL IN SHAREHOLDER ASSEMBLIES NEXT STEPS PERFECTION OF THE MERGER AND REGISTRATION WITH THE CHAMBER OF COMMERCE PRELIMINARY INFORMATION

INFORMACIÓN PRELIMINAR THANK YOU WE INVITE YOU TO CONTINUE BEING PART OF A COMPANY WITH A SUCCESSFUL HISTORY OF GROWTH PRELIMINARY INFORMATION