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PETROL OFİSİ<br />

ANNUAL REPORT<br />

2009


<strong>Petrol</strong> ofisi A.Ş.<br />

ANNUAl rePort ‘09


Way


to go


Table of contents


ANNUAl rePort ‘09<br />

Message from the board and management 6<br />

The world and Turkey in 2009 10<br />

<strong>Petrol</strong> <strong>Ofisi</strong> in 2009 20<br />

Retail operations 24<br />

Commercial and <strong>In</strong>dustrial sales 42<br />

Aviation and Marine fuels 46<br />

Lubricant operations 52<br />

Suppy chain management 62<br />

Energy investments 68<br />

Corporate values 72<br />

Brand communications 80<br />

Corporate calendar 88<br />

Board of Directors and senior management 92<br />

Financial and Operational Highlights 99<br />

Corporate Governance Principles Compliance Report 113<br />

Consolidated Financial Statements and <strong>In</strong>dependent Auditors’ Report 127


6<br />

Message from the board<br />

and management


ANNUAl rePort ‘09<br />

As anticipated, 2009 was recorded as one of the most difficult times the global economy<br />

has ever endured. The massive challenges and the economic turbulence that were experienced<br />

around the globe have had negative effects on our country, and there were<br />

difficulties for every sector. The downturn in export markets, and related reductions in<br />

capacity usage in automotive, retail, and manufacturing industries exerted a direct pressure<br />

upon the petroleum products sector. Trends were thus downward, in terms of both<br />

retail and industrial sales. The economic meltdown was yet another proof that there was<br />

no place where one could enjoy the privilege of “staying on the sidelines” and watch<br />

the unfolding events without being affected; in today’s world everything is connected to<br />

each other.<br />

Turkey is expected to rapidly leave behind the aftershocks of the global crisis. Nevertheless,<br />

the pace of this process will largely depend on improvements in the global economy.<br />

Thus, it is fair to assume that 2010 will present serious challenges and that global<br />

events and the ever-intensifying competition across the world and in all sectors will have<br />

major impacts on the national economy and our businesses.<br />

Furthermore, the entire world economy is obviously undergoing a massive change. Balances<br />

are rapidly shifting, and in terms of prosperity levels, capital accumulation and<br />

manufacturing capacity the axis is swinging from west to east, from north to south. Turkey<br />

falls right in the middle of this swing, which creates a major potential for our country.<br />

<strong>In</strong> order to realize this potential, however, it will be necessary to analyze the post-crisis<br />

competition environment correctly and to develop robust and sustainable growth strategies.<br />

Seizing sizeable shares in the shrinking international markets and decreasing global<br />

investment supply in this post-crisis economy requires a sustainable level of trust and<br />

uninterrupted functioning of the competitive environment. It is therefore of utmost importance<br />

that there is a maximum compliance with the rules of free market economy<br />

and that external market interventions are avoided.<br />

Difficulties inflicted on businesses operating in fuel distribution and lubricants sector, as<br />

well as on consumers were caused not only by the global economic downturn in 2009,<br />

but also from disruptions in the structure of the free market and increasing taxes on<br />

products.<br />

As <strong>Petrol</strong> <strong>Ofisi</strong>, we have determined our foremost priorities in 2009 as to minimize the<br />

impact of the crisis and other setbacks on our business, our dealers –who are our business<br />

partners-, employees and all our shareholders, and to continue as planned with our<br />

customer-focused endeavors and investments.<br />

7


8<br />

Despite the upturn in the final quarter of 2009, the Turkish economy shrank throughout<br />

the year for the first time since 2001 and the shrinking rate was 4.7%. Despite these<br />

negative indicators, we, as <strong>Petrol</strong> <strong>Ofisi</strong>, had a successful performance and put a hold on<br />

our operational costs, with measures targeting increased productivity and a more effective<br />

control of our cost base. We inevitably saw decreasing sales in line with the general<br />

downturn. Nevertheless, we grew by 1.5 times more than the market in 10 ppm diesel,<br />

a product that has a strategic importance for our business. <strong>In</strong> addition, we managed our<br />

operational capital efficiently thanks to our special focus on areas of productivity and<br />

cost control.<br />

With this performance, which we achieved by putting all our passion and energy to our<br />

work; we continued to produce value for our shareholders, investors, business partners,<br />

employees and our national economy while fulfilling our responsibilities including creating<br />

employment.<br />

We also exhibited a strong business performance in <strong>2009.</strong> We reinforced our position in<br />

the aviation and maritime businesses, where we have very strong lead over the industry,<br />

in addition to gasoline and diesel sales. And in the lube oils sector, <strong>Petrol</strong> <strong>Ofisi</strong> stands, at<br />

140,000 tons per year, as the company with the highest-volume production capacity in<br />

the country.<br />

With a storage capacity of approximately 1 million cubic meters and infrastructure of<br />

fuel terminals spread all over the country, our company has strengthened its position in<br />

fuel products traffic in the Mediterranean Region by importing 2,225,000 tons of products<br />

in <strong>2009.</strong><br />

We provide for our customers, in retail as well as commercial and industrial segments,<br />

the most developed products and the highest quality service. To that end, we invest<br />

USD 15 million toward fuel development efforts and cooperate with leading technology<br />

companies of the world. This enables us to offer <strong>Petrol</strong> <strong>Ofisi</strong> customers fuel products that<br />

ensure highest performance and fuel economy value.<br />

<strong>In</strong> 2009, not only have we reinforced our leadership in our fields of activity in Turkey,<br />

but we also took major steps towards becoming an integrated energy company and a<br />

regional powerhouse by moving our activities to international destinations, as stipulated<br />

in our vision.<br />

One such important step was the USD 55 million investment we made in Akçakoca, the<br />

largest natural gas drilling site in Turkey. We made this investment to diversify our portfolio<br />

and integrate the company vertically by tapping into the field of search and production.<br />

This move makes <strong>Petrol</strong> <strong>Ofisi</strong> the second major player on this site of production,<br />

after Türkiye <strong>Petrol</strong>leri Anonim Ortaklığı (Turkish <strong>Petrol</strong>eum Corporation).


ANNUAl rePort ‘09<br />

<strong>In</strong> the different world that is taking shape in 2010 and beyond, our country has the<br />

potential –deservedly so- to move up the ranks in the league of developed nations by<br />

increasing its competitive strength, and <strong>Petrol</strong> <strong>Ofisi</strong> stands today at a perfect position to<br />

contribute at a rapidly increasing pace to national prosperity and development.<br />

<strong>In</strong> that regard, we have identified our future steps very clearly: our goal is to continue<br />

with our customer-focused efforts, while rendering our portfolio more diverse and more<br />

productive. We will continue to proceed with caution, in order to ensure the sustainability<br />

of our business growth. We will work intensively to keep costs and expenses in check<br />

and to increase productivity, as we review business practices continuously for further<br />

improvement.<br />

Our organizational network operates in all of the 81 provinces and 850 districts and as<br />

such it is the most widespread national network. We will continue improving it by keeping<br />

it active and developing it further. We will also continue prioritizing strong feasibility<br />

studies in our investments, thorough inspection mechanisms to manage our nationwide<br />

network of dealers, and employing expert staff and emphasizing loyalty in the area of<br />

human resources.<br />

The performance of <strong>Petrol</strong> <strong>Ofisi</strong> in 2009 is a perfect indicator of the strength and dynamism<br />

of our competitiveness. We will continue to invest in our research and development<br />

programs in order to maintain maximum competitiveness; stay up-to-date with<br />

high technology by working together with our world-leading program partners in order<br />

to develop innovative products; and maintain our leadership of the sector with the values<br />

we create for the Turkish economy and the environment, the products we develop,<br />

and the innovations we make.<br />

As the big family of <strong>Petrol</strong> <strong>Ofisi</strong>, we are more committed today than ever to continue<br />

creating value for our country.<br />

Melih Türker Aydın Doğan<br />

CEO Chairman of the Board of Directors<br />

9


10<br />

1<br />

The World and<br />

Turkey in 2009


As the roads level<br />

ANNUAl rePort ‘09<br />

2009 emerged as a year where worries transformed into hopes, and<br />

optimistic expectations about the future began to spring up in the<br />

wake of a severe economic downturn, the cost of which, the world’s<br />

economies paid a high. The pessimistic mood that prevailed around<br />

the globe at the beginning of the last quarter of the previous year<br />

made way for a cautious optimism thanks to the positive signals<br />

detected in the economic indicators that emerged by mid-<strong>2009.</strong><br />

The coordinated campaign conducted by the administrators of the<br />

world’s largest 20 economies, including Turkey, in the face of the<br />

crisis bore their first fruits in <strong>2009.</strong><br />

Despite being one of the countries that were most affected by the crisis,<br />

the strength of Turkey’s financial sector meant that it was among<br />

the very few countries that overcame the most turbulent period of<br />

the crisis without experiencing a major decline. The lessons derived<br />

from the 2001 crisis, which led Turkey to structure its banking system<br />

on solid foundations, helped the wheels of the economy spin,<br />

despite the serious contraction experienced throughout the period.<br />

Starting 2009 inconsistently due to the negative impacts of the crisis<br />

on commodity prices, a relative recovery was achieved in the oil<br />

industry in line with the developments that took place throughout<br />

the year to offer some hope. <strong>In</strong> spite of this, the negative impacts<br />

of the crisis in Turkey can be seen in the rising unemployment, contracted<br />

industrial production, reduced consumption in the fuel sector,<br />

and the financial and credibility problems.<br />

11


12<br />

the world economy in 2009<br />

The conditions that shaped the year<br />

2009 can be identified as an “extraordinary” year<br />

in which the modern global economy witnessed its<br />

most challenging crisis ever and distinguished itself<br />

with its unique conditions. The economic crisis that<br />

started to emerge with the rapid rise of mortgage<br />

delinquencies in the United States in the summer<br />

of 2007, and which reached its psychological peak<br />

when Lehman Brothers filed for bankruptcy in 2008,<br />

transformed into a global crisis by influencing first<br />

developed, and then developing countries as of the<br />

last quarter of 2008.<br />

World markets displayed sharp declines in the first<br />

months of 2009 as a result of the worsening economic<br />

outlook and the non-efficient functioning of<br />

the credit markets. <strong>In</strong> the same period, governments<br />

implemented measures that ranged from expropriation<br />

to providing capital support and from sureties<br />

of debts to creating liquidity opportunities, in order<br />

to prevent the collapse of the banking system, which<br />

was at the centre of the crisis.<br />

However, the crisis confronted real sector companies<br />

with major financial problems, as well as financial<br />

sector institutions, and in spite of the measures<br />

taken by governments, the liquidity provided by central<br />

banks failed to effectively reach real sector companies,<br />

which sent many large companies around<br />

the globe drifting towards the brink of bankruptcy,<br />

but most notably those in the United States. While<br />

macroeconomic indicators rapidly worsened, particularly<br />

in the first half of 2009, most countries witnessed<br />

negative growth rates, decline in supply and<br />

demand, and increased unemployment, as well as<br />

major declines recorded in international trade. During<br />

this period decreased consumer confidence and<br />

sharply declined spending volume contributed to<br />

concerns about a possible recession. To prevent this<br />

becoming a reality, many governments implemented<br />

incentives in an effort to revive consumption in leading<br />

sectors.


A coordinated fight against the crisis<br />

The coordinated measures taken by the G-20 countries<br />

against the crisis to bolster the global financial<br />

system and trade began to show effect during the<br />

last part of the first quarter of 2009 and the markets<br />

displayed an accelerated upward trend. During<br />

the period, stocks, oil and other commodity prices<br />

also began to witness a rise. From the second quarter<br />

of 2009 in particular, a relative deceleration was<br />

observed in the magnitude of the crisis. Finally in<br />

the last quarter of the year, hopes and expectations<br />

about potential positive growth rates started to<br />

emerge in many countries.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> general, while developed countries faced great difficulties<br />

in managing the crisis, developing countries<br />

displayed a comparably better performance in <strong>2009.</strong><br />

China and <strong>In</strong>dia moved forward among the developing<br />

countries in terms of growth and recovery rates.<br />

According to the IMF’s latest estimates, the global<br />

economy grew by 0.8%; while developed countries<br />

contracted by 3.2%, and developing countries –<br />

largely influenced by Asian countries – achieved a<br />

growth rate of 2.1%.<br />

<strong>In</strong> short, despite all the measures taken against the<br />

crisis, contraction in the global economy, adversely<br />

affected world trade, government interventions<br />

that remind of protectionism, mergers and acquisitions<br />

virtually coming to a standstill, serious job<br />

cuts, and a decline in capacity utilization, have been<br />

the major developments that dominated the real<br />

economy in <strong>2009.</strong><br />

Starting with developed economies,<br />

a number of heavy drops occurred in<br />

world markets.<br />

13


14<br />

developments in the global oil market<br />

Changes in oil prices<br />

The developments of 2008 and 2009, along with major<br />

fluctuations in the economy, led the oil market<br />

into a period of instability. After displaying a continuous<br />

upward trend for the last four years, during which<br />

time crude oil prices reached an all time record high<br />

of $145 a barrel, a sharp decline was seen in the last<br />

quarter of 2008 due to the crisis, closing the year at<br />

a low of $45 a barrel as oil funds withdrew in search<br />

of more secure ports. The increased global trend in<br />

economizing and the contraction of the leading oil<br />

consuming sectors made it more difficult to prevent<br />

the rapid decline in oil prices. After hitting a rock bottom<br />

price in mid-January 2009 of $39 a barrel, oil<br />

prices began to experience an upward trend to close<br />

the first quarter of 2009 at the $50 a barrel level.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Signs of recovery<br />

Crude oil and petroleum products prices have benefited<br />

strongly from the relative signs of recovery in<br />

the macroeconomic indicators and the speculative<br />

flow of cash into the commodity markets that started<br />

in the second quarter of 2009, and achieved a determined<br />

upward trend with the help of the recurrent<br />

decrease in the value of the dollar. Loose monetary<br />

policy and excess liquidity in developed economies<br />

increased the risk appetite and oil prices, including<br />

other commodities. The average price of Brent crude<br />

oil in 2009 was around the $61.68 a barrel level. This<br />

value represents a 6.6% decline in value compared<br />

to 2008, in which it was $97.37 a barrel. Oil prices<br />

closed the 2009 at a level of $77.67, after hitting rock<br />

bottom in the first quarter at $39.66 a barrel.<br />

There was a big drop in oil prices and global<br />

oil demand concurrently dropped 1.6%.


Contraction in oil demand<br />

The global economic turmoil had an adverse affect<br />

on oil demand, causing it to fall by 1.4 million barrels<br />

per day, and by an annual 1.6%. However, the<br />

prevailing optimistic expectations based on the<br />

strength of signs of a growing global recovery from<br />

the economic crisis and hopes for a positive growth<br />

rate in 2010, are expected to increase the global oil<br />

demand by 500,000 to 1 million barrels a day. Nevertheless,<br />

the trend in the oil market is still based upon<br />

the positive outlook of global economy.<br />

Turkey in 2009<br />

Stability despite the crisis<br />

ANNUAl rePort ‘09<br />

Despite the strong growth momentum it had gained<br />

during the period preceding the global crisis, the<br />

Turkish economy was directly affected by the negative<br />

developments around the world, which lead Turkey<br />

to class among the countries hit hardest by the<br />

crisis. After seven years of uninterrupted growth, the<br />

Turkish Economy contracted by 6.5% in the last quarter<br />

of 2008, hitting rock bottom in the first quarter of<br />

2009 as it contracted by 14.7%, and continued with<br />

its downward trend for the following two quarters,<br />

despite the partial recovery provided through VAT/<br />

SCT reductions. The positive developments experienced<br />

during the last quarter brought a 6% growth;<br />

however, overall, the Turkish Economy contracted<br />

by 4.7% in <strong>2009.</strong> <strong>In</strong> addition, sharp declines were recorded<br />

in foreign trade, as well as dramatic increases<br />

in unemployment rates.<br />

Although the economic indicators implied a negative<br />

outlook, the markets in Turkey displayed quite high<br />

performances in <strong>2009.</strong> Attaining a positive atmosphere<br />

as the signs of recovery started to appear around the<br />

world, the markets, unlike many other countries,<br />

maintained a balanced progress in most of 2009,<br />

with the relative optimism created by the Medium-<br />

Term Economic Program the government announced<br />

in September. Although the Turkish economy went<br />

through the crisis with a contraction rate which was<br />

quite high compared to world economies, the relative<br />

soundness that the financial system had gained after<br />

2001 helped the markets to maintain an atmosphere<br />

of reliability and stability. <strong>In</strong> 2009, Turkey displayed a<br />

much more solid position compared to many developing<br />

countries and was among the few countries that<br />

had their credit ratings raised during the crisis.<br />

15


16<br />

Current account deficit and other indicators<br />

The effects of the extraordinary conditions that dominated<br />

2009 were felt in various ways in other areas<br />

of the economy as well. The twelve-month inflation<br />

rate hit rock bottom with a level of 5.1% due to the<br />

impact of the sharp drop in especially oil and other<br />

commodity prices. Turkey’s current account deficit,<br />

which was 41.9 billion dollars in 2008, dropped to<br />

13.9 billion dollars in 2009 as a result of the contractions<br />

in the demands for intermediate goods,<br />

imported consumption products and oil. Such high<br />

contraction in current account deficit also relieved<br />

the pressure on the exchange rate to a great extent.<br />

On the other hand, import dropped by 23% and foreign<br />

direct investments were reduced by 61.7% in<br />

<strong>2009.</strong> As for the banking system, liabilities yielded no<br />

surplus over the assets, and TL maintained its value<br />

throughout the year and stood at a level lower than<br />

the period prior to the crisis.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Strong expectations for 2010<br />

As in many sectors, a serious contraction<br />

occurred in the petroleum products market<br />

due to the global crisis.<br />

The signs indicating “the termination of the crisis”<br />

have become more numerous since the third quarter<br />

of 2009 and are becoming stronger by the day.<br />

<strong>In</strong>ternational economic organizations such as the<br />

World Bank, the IMF and OECD predict that 2010<br />

will be more positive compared to <strong>2009.</strong> Although<br />

the ambiguities regarding the sustainability of recovery<br />

are not totally resolved, the general view held<br />

among the economic circles is that 2010 will be more<br />

stable both for the world and for Turkey, and that<br />

the growth values will turn from negative to positive<br />

this year. With its strong economy and potential for<br />

growth, Turkey is expected to be among the countries<br />

that will experience the impact of the recovery<br />

process in the global economy most strongly.


the Turkish fuel sector in 2009<br />

Developments in the sector<br />

The developments in the Turkish economy in 2008<br />

and 2009 had a profound impact on the petroleum<br />

products market as well as many other areas, and a<br />

specific contraction has occurred in the sector due<br />

to the crisis. The rise in individual and corporate saving<br />

trends starting from 2008, and the decline in fuel<br />

consuming sectors such as construction, tourism and<br />

agriculture industries were both significant contributors<br />

to this change.<br />

Diesel consumption<br />

ANNUAl rePort ‘09<br />

Examined on a product basis, the consumption of automotive<br />

fuels, which are defined as white products<br />

and comprise of gasoline, diesel and Auto-LPG, decreased<br />

by 2.3% compared to 2008, falling to a level<br />

of 18 million tonnes, according to the data provided<br />

by PETDER (Turkish <strong>Petrol</strong>eum <strong>In</strong>dustry Association).<br />

Among the white products, diesel consumption suffered<br />

the biggest contraction, after having displayed<br />

a continuous upward trend for the last five years. Although<br />

the total consumption of the types of diesel<br />

(low-sulphur diesel and rural diesel) was reduced by<br />

3.9% in 2009 compared to 2008, the fall was mainly<br />

due to rural diesel, as its consumption decreased by<br />

a high rate of 9.4%. Having increased in the recent<br />

years as a result of the rise in the number of diesel<br />

vehicles, low-sulphur diesel consumption continued<br />

its upward trend in 2009 and its share within total<br />

diesel consumption rose from 20% to 25%.<br />

17


18<br />

Gasoline consumption<br />

<strong>In</strong> 2009, the total gasoline consumption dropped by<br />

2.7%, to a level of 2.28 million tonnes. Auto-LPG was<br />

responsible for this decline, as it replaced gasoline<br />

to some extent due to the price advantage provided<br />

by the lower SCT (Special Consumption Tax) adjustment.<br />

Thus, in 2009, auto-LPG consumption (in terms<br />

of tonnes) has for the first time exceeded gasoline<br />

consumption by rising over 2.3 million tonnes. As for<br />

the market share among gasoline and auto-LPG, gasoline’s<br />

rate dropped from 52.6% to 49.8% compared<br />

to 2008, whereas the market share of auto-LPG rose<br />

by the same proportion.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Black Products<br />

The sales of black products such as fueloil<br />

and heating oil dropped along with the<br />

decrease in gasoline consumption.<br />

As for the black products which comprise of fueloil<br />

and heating oil, total consumption decreased by<br />

30.5% compared to the previous year, and fell to a<br />

level of approximately 1.9 million tonnes. Thus, the<br />

long-term decline in the sales volume of black products<br />

persisted and reached the lowest figure for the<br />

last 10 years. Due to the continual increase in the<br />

use of natural gas, the fuel-oil segment displayed a<br />

higher decline among the black products.


EMRA announces Price Ceilings<br />

A significant development that occurred in Turkey’s<br />

fuel sector in 2009 was the Price Ceilings that came<br />

into effect for diesel and gasoline pump prices following<br />

the EMRA (Energy Market Regulatory Authority)<br />

board decision published in the Official Gazette,<br />

dated 27 June 2009 and numbered 27271, to<br />

be valid for two months from 27 June to 27 August<br />

<strong>2009.</strong> Prior to this regulation, which set the pump<br />

prices by a formula defined for suppliers and dealers,<br />

the prices were 3.21 TL/lt for Unleaded Gasoline<br />

95 Octane, 2.45 TL/lt for Rural Diesel and 2.55 TL/lt<br />

for Diesel on the European Side of Istanbul. After the<br />

regulation, however, the prices were set to be 3.05<br />

TL/lt for Unleaded Gasoline 95 Octane, 2.35 TL/lt for<br />

Rural Diesel and 2.49 TL/lt for Diesel.<br />

During this process, the price ceilings were announced<br />

at the EMRA website every Monday,<br />

Wednesday and Friday, and the terminal and retail<br />

selling prices were set accordingly. Free market conditions<br />

resumed as of 28 August 2009, the termination<br />

date of the regulation.<br />

Changes in SCT<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> 2009, the fixed SCT (Special Consumption Tax)<br />

rates of some fuel types were raised by the Turkish<br />

Ministry of Finance on 15 July 2009 and on 31<br />

December <strong>2009.</strong> As a result of this adjustment, Special<br />

Consumption Tax for Unleaded Gasoline 95 Octane,<br />

which was at the level of 1.4915 TL/lt before<br />

15 September 2009, was increased to 1.6915 TL/lt<br />

and 1.8915 TL/lt respectively. This adjustment also<br />

caused the Special Consumption Tax for Rural Diesel<br />

to increase from the level of 0.9345 TL/lt to the levels<br />

of 1.0845 TL/lt and 1.2345 TL/lt, and the Diesel<br />

Special Consumption Tax, which was formerly 1.0045<br />

TL/lt, to the levels of 1.1545 TL/lt and 1.3045 TL/lt.<br />

19


20<br />

2<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

in 2009


Growing stronger, going forward<br />

ANNUAl rePort ‘09<br />

Due to the fluctuations in oil prices, <strong>Petrol</strong> <strong>Ofisi</strong> started 2009 with<br />

the risks created by the uncertainty hanging over the entire transportation<br />

sector and with related concerns. However, as the largest<br />

distribution company covering all parts of Turkey, the leader of the<br />

fuel sector and the leading lubricant producer, <strong>Petrol</strong> <strong>Ofisi</strong> rapidly<br />

implemented measures to overcome these negativities and left behind<br />

a successful year by adopting a positive view and by exerting intense<br />

efforts throughout the whole year to turn difficulties and worries<br />

into opportunities. The figures from 2009 reflect this success.<br />

Having a giant sales network of 3,008 fuel stations, together with<br />

its second brand ERK, <strong>Petrol</strong> <strong>Ofisi</strong> continued to be Turkey’s leading<br />

fuel distribution company in <strong>2009.</strong> Registering a total sales volume<br />

of 7.35 million tonnes of product, the company’s market share was<br />

23.5% in gasoline, 27.9% in diesel and 45.7% in black products in<br />

<strong>2009.</strong> <strong>Petrol</strong> <strong>Ofisi</strong> is the clear market leader in aviation and marine<br />

sectors. Having the Turkey’s highest lubricant production capacity<br />

with 140,000 tonnes per annum, the company was the leader in<br />

this segment as well and had a market share of 22.4% by the end<br />

of <strong>2009.</strong><br />

Becoming Turkey’s second largest company in terms of sales volume<br />

in 2009, <strong>Petrol</strong> <strong>Ofisi</strong> maintained its market shares in all segments<br />

despite crisis conditions, and increased its profitability by<br />

185%, reaching a level of 287.4 million TL.<br />

21


22<br />

<strong>Petrol</strong> <strong>Ofisi</strong> in 2009<br />

Customer satisfaction without compromise<br />

Committed to the vision of offering products and<br />

services of highest quality to its consumers and corporate<br />

clients at all times, <strong>Petrol</strong> <strong>Ofisi</strong>, the leading<br />

company in its field in Turkey, continued its customer<br />

satisfaction-oriented operations throughout 2009,<br />

despite the negative market conditions that prevailed<br />

during the year. During this period, the main priorities<br />

of <strong>Petrol</strong> <strong>Ofisi</strong> have been to keep the impact of<br />

the crisis and other negativities at a minimum on the<br />

company’s operations, business partners, employees<br />

and most important of all, on its customers; and to<br />

continue in a planned way to carry out the projects<br />

that shape the development of the sector and the<br />

implementations and investments that are beneficent<br />

to the consumers, by maintaining the market<br />

share and customer-oriented operation approach.<br />

This approach positively contributed to customer<br />

loyalty which, in an atmosphere of competition, becomes<br />

more important with each passing day. The<br />

energy and passion the <strong>Petrol</strong> <strong>Ofisi</strong> employees reflected<br />

through these activities lead to an increase in<br />

the number of customers and established a feeling<br />

of trust for the company.<br />

The objective of profitability<br />

<strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong> continued to take determined<br />

steps to fulfill its objective of “becoming Turkey’s<br />

top organization in the field of retail sales.” With this<br />

objective, the company closely followed the investment<br />

opportunities that suited its vision of becoming<br />

a regional power in the fields of oil and gas. Current<br />

market conditions, however, have made it more<br />

important than ever for investment decisions to be<br />

taken at the right time, for the right market and with<br />

the right profitability objectives. <strong>Petrol</strong> <strong>Ofisi</strong> has approached<br />

the issue of growth under changing conditions<br />

with greater sensibility and has based its plans<br />

on the objective of increasing profitability by maintaining<br />

its market share.<br />

<strong>In</strong> 2009, getting rid of unnecessary expenses and<br />

making “more profit” instead of higher turnover<br />

were among the primary objectives of the company.<br />

With these objectives in view, the company adopted<br />

an approach of withdrawing from unprofitable segments<br />

and started to implement an effective expense<br />

management program. The issue of effectively managing<br />

its operations with less expense was an area of<br />

priority for <strong>Petrol</strong> <strong>Ofisi</strong> in <strong>2009.</strong> The measures implemented<br />

to increase productivity and to control the<br />

expense basis played a central role in the successful<br />

performance of the company.


Continuing investments despite the crisis<br />

Major steps were taken in 2009 to realize <strong>Petrol</strong><br />

<strong>Ofisi</strong>’s vision of becoming an integrated oil and gas<br />

company. The natural gas investment project implemented<br />

in Akçakoca, the largest natural gas production<br />

area in Turkey, was the first of these steps. The<br />

55-million-dollar investment by the company aimed<br />

at diversifying its portfolio and entering exploration<br />

and production as a way of vertical integration, made<br />

<strong>Petrol</strong> <strong>Ofisi</strong> the second biggest partner in this project<br />

after the Turkish <strong>Petrol</strong>eum Corporation (TPAO).<br />

The company’s second major area of investment<br />

consisted of contract renewals and new stations. Responsible<br />

for almost 70% of the company’s turnover,<br />

the retail segment occupies a vital place among the<br />

company’s operations. As <strong>Petrol</strong> <strong>Ofisi</strong> has been attaching<br />

great importance to developing stations and<br />

to its objective of operational perfection, special emphasis<br />

continued to be placed on such investments.<br />

The third major investment area of the company is<br />

the logistics and infrastructure services. As part of<br />

the infrastructure investments necessary for the operations<br />

to be carried out continuously and perfectly,<br />

the Batman Storage Terminal, which was activated<br />

on 29 January 2009 with 7,700 m 3 of storage capacity,<br />

and the future terminal in Marmara Ereğlisi play<br />

a significant role.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Leadership with responsibility<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> 2009, the negative economic conditions led to a<br />

general contraction in the sector and were also reflected<br />

in the sales volume of <strong>Petrol</strong> <strong>Ofisi</strong>. However,<br />

thanks to the measures implemented, the sales performance<br />

of the company was higher compared to<br />

average sales levels in the sector, despite the general<br />

contraction in the market. <strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong> maintained<br />

its market share in almost all segments, even<br />

raising its position in some.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> ranked second in the “Top 3 Companies<br />

with the Highest Turnover” category of the “Turkey’s<br />

Top 500 Private Companies” survey, which was organized<br />

for the 12 th time by the Capital magazine. With<br />

over three thousand dealers, employees, distribution<br />

network and suppliers, <strong>Petrol</strong> <strong>Ofisi</strong> provides direct or<br />

indirect employment to over 100 thousand people.<br />

As one of the most prestigious organizations in Turkey,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> worked hard yet again in 2009 to be<br />

worthy of the trust put in it, and continued to support<br />

social projects with the conviction that supporting<br />

social development to the degree possible is the<br />

responsibility of all the institutions of the country.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> continued to grow<br />

despite a contracting sector and<br />

difficult market conditions.<br />

23


24<br />

3<br />

Retail<br />

operations


ANNUAl rePort ‘09<br />

A powerful and reliable companion<br />

<strong>Petrol</strong> <strong>Ofisi</strong> is the largest fuel distribution company in Turkey, unique<br />

in offering services nationwide with its widespread dealer network<br />

covering all the 81 provinces and close to 850 boroughs. As one<br />

of the largest retail organizations in Turkey, the company, together<br />

with its second brand ERK, continued to carry out its retail sales operations<br />

in 2009 through a giant sales network comprised of 3,008<br />

fuel stations.<br />

The primary objective of the retail operations of <strong>Petrol</strong> <strong>Ofisi</strong> is to<br />

meet the consumers’ fuel-related needs in a reliable way with a<br />

customer satisfaction-oriented approach and high-quality products,<br />

thereby turning the fuel purchase process into an enjoyable, fast<br />

and practical experience. The costumers can easily access the fuel<br />

stations located nationwide, and with the thorough periodic supervisions<br />

the company ensures that the products and services offered<br />

at the stations meet its quality standards.<br />

Within the framework of operational excellence, which in recent<br />

years has been the most fundamental criterion of success for <strong>Petrol</strong><br />

<strong>Ofisi</strong>, the company carries out fuel station refurbishment operations<br />

and renovates the fuel stations in line with the corporate identity.<br />

The program aims at meeting the consumers’ various needs besides<br />

fuel, and at ensuring customer satisfaction at every moment<br />

of the shopping process. From the company’s privatization to the<br />

end of 2009, 2,395 fuel stations have been refurbished to meet the<br />

targeted quality standards. <strong>In</strong> order to ensure that the services offered<br />

to the customers are continuously enhanced, the company<br />

undertakes training programs and standard inspections, as well as<br />

mystery shopper applications; a continuous improvement program<br />

is carried out to improve the issues detected during inspections.<br />

The main objective of <strong>Petrol</strong> <strong>Ofisi</strong> is to offer its customers much<br />

more than just fuel at every station carrying its brand name, and<br />

to become the most reliable and strongest companion to people<br />

travelling around Turkey over land, sea or air.<br />

25


26<br />

fuel stations<br />

The leader of the fuel sector<br />

<strong>Petrol</strong> <strong>Ofisi</strong> offers fuel sales through two brands. The<br />

3,008 fuel stations of the company, consisting of 2,811<br />

<strong>Petrol</strong> <strong>Ofisi</strong> branded stations and 197 ERK branded stations,<br />

compose 24% of the total 12,693 fuel stations<br />

in Turkey. The company’s superiority in competition<br />

is further augmented by a strong sales performance.<br />

Through its giant sales network, <strong>Petrol</strong> <strong>Ofisi</strong> has registered<br />

a retail sales volume of 4.6 million m 3 for white<br />

products (gasoline, diesel, kerosene and LPG) in <strong>2009.</strong><br />

The company’s market shares were 23.5% in gasoline<br />

and 27.9% in diesel. <strong>In</strong> 2009, average annual throughput<br />

level per station reached 1,500 m 3 at <strong>Petrol</strong> <strong>Ofisi</strong><br />

stations – significantly higher than the national industry<br />

average of 1,200 m 3 .<br />

Fuel station investments<br />

<strong>Petrol</strong> <strong>Ofisi</strong> carries out an intensive investment policy<br />

in this area in order to increase retail sales which occupy<br />

a very significant place within its annual turnover<br />

and to maintain and strengthen its leadership in the<br />

industry. The company closely follows its high-priority<br />

objectives of station refurbishments and operational<br />

excellence and emphasizes investments in these areas.<br />

Contract renewals, new station investments and automation<br />

activities form the most significant part of the<br />

company’s retail investments. <strong>In</strong> developing the investment<br />

plans, <strong>Petrol</strong> <strong>Ofisi</strong> prefers locations where the<br />

company can provide superior services and customers<br />

can have easy access to stations. Although the growth<br />

plans regarding retail sales are considered on a nationwide<br />

basis, they especially focus on spots in metropolitan<br />

areas with high visibility and high sales potential.<br />

As part of its retail operations, <strong>Petrol</strong> <strong>Ofisi</strong> renewed contracts<br />

with 365 fuel stations, signed contracts with 26<br />

new fuel stations, and carried out “infrastructural improvements”<br />

such as general corporate identity maintenance,<br />

concrete paving, infrastructure improvement,<br />

landscaping etc at 203 fuel stations in <strong>2009.</strong> Within the<br />

same scope, “corporate identity maintenance” was carried<br />

out in 1,540 stations throughout the year. <strong>In</strong> addition<br />

to sales building applications such as relocation of<br />

washrooms to allow entrance through the supermarket<br />

or façade lining/painting, white-identity activities<br />

were also carried out all through the year.


Technology and infrastructure investments<br />

Use of technology is one of the distinguishing elements<br />

that make <strong>Petrol</strong> <strong>Ofisi</strong> the leader of the fuel<br />

distribution sector. The company management believes<br />

in the importance of keeping up with innovations<br />

throughout the world and makes wide use of<br />

technology in order to realize the company’s motto<br />

of high-quality service. <strong>Petrol</strong> <strong>Ofisi</strong> is among a small<br />

number of fuel distribution companies in the world<br />

that make effective use of high-technology over a retail<br />

network of this size.<br />

The most important technological development implemented<br />

to enhance quality is the “Satellite Tracking<br />

System” which enables the tracking of station<br />

storage tanks and fuel pumps via satellite on a 24/7<br />

basis. This system enables the online monitoring of<br />

the sales and the storage tank levels at the stations<br />

in the main network, thereby providing the opportunity<br />

to detect whether the fuels are tampered. By the<br />

end of 2009, pump and tank automation activities<br />

were implemented in 1,600 stations. Thus, in terms<br />

of sales volume, 75% of the station sales can now be<br />

centrally monitored.<br />

The additional technological automation systems<br />

implemented at fuel stations also enable the use<br />

of several marketing/sales tools which bring convenience<br />

and various benefits to the customers.<br />

The applications, which are connected to an online<br />

system and work in real-time such as Positive Card,<br />

AutoMatic, Card AutoMatic, Prepaid Card, Filo Card,<br />

Lojistik Card and Lokal Cari Card are all pioneering<br />

and innovative solutions.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

<strong>Petrol</strong> <strong>Ofisi</strong> continued its investments<br />

by carrying out “corporate identity<br />

maintenance” in 1,540 stations.<br />

Web services<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> makes broad use of the <strong>In</strong>ternet and<br />

other technological means to enhance communication<br />

with its dealer network and to speed up many<br />

routine time-consuming procedures. <strong>In</strong> line with its<br />

philosophy of continuous improvement, the company<br />

continued to make investments in the area of<br />

web services in 2009 and activated an internet portal<br />

which brings together all the services provided<br />

for retailers. The website can be accessed at www.<br />

poasbayi.com.tr. <strong>In</strong> addition to the improvement<br />

and development activities on the <strong>In</strong>ternet, the electronic<br />

“signature control” system was activated in all<br />

terminals and facilities of <strong>Petrol</strong> <strong>Ofisi</strong> in <strong>2009.</strong><br />

27


28<br />

Training activities at the fuel stations<br />

The company invests in people to improve its retail<br />

operations. Convinced that face-to-face communication<br />

with customers is more effective than advertisement,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> carries out periodic training activities<br />

based on measurement and monitoring methods<br />

to attain operational excellence and to improve<br />

customer relations at the stations. <strong>In</strong> 2009, <strong>Petrol</strong><br />

<strong>Ofisi</strong> organized standard training activities at 1,000<br />

stations with the themes of “Product”, “Service”,<br />

“HSE / Health, Safety and Environmental Protection”<br />

and “Operational Management.” Moreover, a longterm<br />

“Station Management Development Program”<br />

was carried out at 267 prioritized stations.<br />

<strong>In</strong> 2009, as part of the PO Academy (Station Personnel<br />

Placement Programme), 402 employees were<br />

recruited to work at the stations. Below are some<br />

training and development activities carried out during<br />

the year:<br />

•<br />

•<br />

•<br />

•<br />

•<br />

Training was provided for 58 territory managers<br />

on “Business Management and Financial Analysis”.<br />

“Operational Management” training was provided<br />

for 266 station managers.<br />

“Retailer Orientation” training was provided for<br />

55 company employees on the sites.<br />

Training meetings on “PO Quality Processes”<br />

were organized for 200 members of the Cab<br />

Drivers Cooperative Association.<br />

Training programmes were organized at stations<br />

about the use of Positive Card.<br />

Operational improvement and<br />

development activities for dealers<br />

A series of activities were carried out in 2009 in order<br />

to enhance station efficiency and to provide continuous<br />

improvement and development. To realize these<br />

activities, necessary actions were taken and shared<br />

with the parties concerned.


Dealer meetings<br />

Given the fact that a distribution company cannot<br />

be considered independent of its dealers, <strong>Petrol</strong><br />

<strong>Ofisi</strong> attaches special importance to maintaining<br />

good relations with its dealer network. The company<br />

had the opportunity of sharing the sector’s developments,<br />

problems and objectives with its dealers<br />

through dealer meetings that were launched on 12<br />

June 2009 under the theme of “Nice Yollara” (Way<br />

to Go) and were organized around the 7 regions of<br />

Turkey, in İstanbul (Anatolian and European sides),<br />

Ankara, İzmir, Adana, Nevşehir and Antalya.<br />

<strong>In</strong> these meetings, solutions were sought for the<br />

problems due to the economic crisis, and future<br />

prospects were discussed. As the company received<br />

the full support of its dealers in all the issues mentioned,<br />

the strong ties of the <strong>Petrol</strong> <strong>Ofisi</strong> family were<br />

revealed once more, enhancing the atmosphere of<br />

mutual trust. Written materials, which included the<br />

issues on the meeting agenda and related developments,<br />

were then prepared and distributed to the<br />

dealers, and relevant feedbacks were received.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

ANNUAl rePort ‘09<br />

Other activities regarding dealers<br />

As one of the requirements of being a brand, employee<br />

uniforms that reflected our corporate identity<br />

at fuel stations were designed for Summer 2009<br />

and Winter 2010 and distributed to the dealers. Four<br />

editions of the internal communications and training<br />

magazine İstasyonum (My Station) were published.<br />

The performance targets set for the activities in<br />

the areas of fuels, lubricants and loyalty cards were<br />

surpassed in the Gebze POAŞ station, which was selected<br />

as the pilot area for the Station Management<br />

Development Programme.<br />

Dealer station meetings were held in 7<br />

regions under the theme “Way to Go.”<br />

29


30<br />

gasoline and diesel products<br />

V/Max Performance Series<br />

Reflecting an innovative philosophy and a customeroriented<br />

service approach, <strong>Petrol</strong> <strong>Ofisi</strong> is committed<br />

to the principle of providing the most developed<br />

fuels for Turkey. Accordingly, the company follows<br />

the latest technological innovations in order to develop<br />

and offer high-performance and environmentfriendly<br />

products that provide fuel economy, as well<br />

as developing new products through activities concentrating<br />

on fuel property enhancement.<br />

The consumers’ expectations rise along with technological<br />

advances in the fuel sector. The consumers<br />

demand that the fuels they use should provide<br />

economy and high-performance as well as quality.<br />

<strong>In</strong>cluding an array of products that enhance vehicle<br />

performance, provide fuel economy, and clean and<br />

protect the engine, the V/Max Performance Series<br />

was launched by <strong>Petrol</strong> <strong>Ofisi</strong> in 2007 to meet the<br />

abovementioned demands and received positive<br />

responses from consumers, continuing their high<br />

performance since day one. Developed specially<br />

by Afton, one of the world’s leading manufacturer<br />

of fuel additives, V/Max Performance Series consist<br />

of V/Max Unleaded 95, V/Max Unleaded 97, V/Max<br />

EuroDizel and V/Max EuroDizel 10.<br />

V/Max Unleaded 95<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s high-quality, pioneering product V/Max<br />

Unleaded 95 distinguishes itself from the competitor<br />

products in the market with its high cleansing power,<br />

strong performance, engine protection and fuel<br />

economy. V/Max Unleaded 95 provides maximum<br />

performance and economy by cleansing the engine,<br />

through the strong detergent additive in its formula.<br />

With the “Friction Modifier” additive that reduces<br />

friction, it also protects the engine by preventing<br />

energy loss and wear through friction, and offers a<br />

considerable amount of fuel saving.


V/Max Unleaded 97<br />

V/Max Unleaded 97 is an engine-friendly product<br />

providing strong performance with the high octane<br />

it contains. The strong detergent additive in it’s formula<br />

helps to remove the engine deposits for more<br />

effective combustion and restoring the original performance<br />

levels. With a special “friction modifier”<br />

additive, V/Max Unleaded 97 provides fuel economy<br />

by reducing friction and prolongs engine life. V/Max<br />

Unleaded 97 can be used in all vehicles that work<br />

with unleaded gasoline.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

With the mission of offering<br />

Turkey the best fuel, <strong>Petrol</strong> <strong>Ofisi</strong><br />

further perfected the V/Max<br />

Performance Series.<br />

V/Max EuroDizel 10<br />

ANNUAl rePort ‘09<br />

Considered to be the most environment-friendly diesel<br />

fuel in the market, <strong>Petrol</strong> <strong>Ofisi</strong>’s V/Max EuroDizel<br />

10 is an unrivalled product providing maximum<br />

engine protection. Launched 1 year and 26 days<br />

before 1 January 2009, the date EU’s relevant legal<br />

regulation came into effect, V/Max EuroDizel 10 is<br />

the first Ultra Low Sulphur Diesel product available<br />

in the market with its extremely low sulphur content<br />

(of 0-10 ppm). V/Max EuroDizel 10 contains 80% less<br />

sulphur and 60% less nitrogen oxide levels than required<br />

by Euro-3 norms.<br />

After its launch, V/Max EuroDizel 10 became an indispensable<br />

product for diesel engine users. V/Max<br />

EuroDizel 10’s high cetane number improves engine<br />

performance and reduces engine knocking, ensuring<br />

quiet and smooth driving. The detergent additive<br />

in the formula cleanses the engine, and the special<br />

anti-metal additive prevents the metal particulates<br />

in the fuel system damaging the engine. V/Max EuroDizel<br />

10 also prevents oxidation with its anti-corrosive<br />

feature, thereby helping to reduce maintenance<br />

costs and extending the maintenance period of the<br />

engine. Moreover, the special additive in the formula<br />

prevents freezing up to -20 degrees centigrade and<br />

the product is a truly environment-friendly with its<br />

extremely low sulphur level.<br />

31


32<br />

<strong>In</strong> <strong>2009.</strong>..<br />

AdBlue ®<br />

AdBlue ® , which converts the nitrogen oxide in exhaust<br />

gases of the diesel vehicles equipped with SCR<br />

(Selective Catalytic Reduction) system into water vapor<br />

and harmless nitrogen took place in <strong>Petrol</strong> <strong>Ofisi</strong><br />

product family in May <strong>2009.</strong> <strong>In</strong> Europe the Euro-4<br />

and Euro-5 standards are applied to eliminate the<br />

particles in the exhaust gases that are detrimental<br />

to health and harmful to the environment, and to<br />

reduce greenhouse gas emissions – one of the most<br />

important causes of global warming. These standards<br />

require the use of AdBlue ® in diesel vehicles<br />

equipped with SCR in order to reduce exhaust gas<br />

emissions. The use of AdBlue ® reduces nitrogen oxide<br />

emitted with exhaust gas by up to 80% and minimizes<br />

the damage to the environment.<br />

AdBlue ® increases traction and prolongs the life of<br />

the vehicles with SCR system, in addition to being<br />

environment-friendly and it is put into a special container<br />

located near the fuel tank and used as 4-6%<br />

of the average diesel fuel consumption. A registered<br />

trademark of VDA (Verband der Automobilindustrie),<br />

of which <strong>Petrol</strong> <strong>Ofisi</strong> is a member, AdBlue ® is<br />

introduced to the market in 18-liter plastic packing<br />

and is available in more than 100 <strong>Petrol</strong> <strong>Ofisi</strong> stations<br />

since May <strong>2009.</strong><br />

Protecting nature and the vehicle at the<br />

level of European standards, AdBlue®<br />

was introduced in the markets.


product tests<br />

Special products from <strong>Petrol</strong> <strong>Ofisi</strong><br />

To meet the consumers’ increasing expectations<br />

regarding fuel quality and to introduce pioneering<br />

products in the market, <strong>Petrol</strong> <strong>Ofisi</strong> cooperates with<br />

Afton Chemical Company, which is considered to be<br />

the world’s number one authority for fuel additives.<br />

Special products are developed for <strong>Petrol</strong> <strong>Ofisi</strong> with<br />

R&D partnerships. The products undergo long and<br />

detailed testing processes through collaborations<br />

with prominent automotive companies before being<br />

introduced to the customers. The test results<br />

are then approved by independent scientific institutions.<br />

ANNUAl rePort ‘09<br />

New Generation V/Max Eurodizel<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has collaborated with Mercedes Benz<br />

Türk in order to test the fuel economy performance<br />

of the new generation additive package developed<br />

especially for diesel engines by Afton in <strong>2009.</strong> A<br />

number of trials were conducted with the new additive<br />

package at the independent Tickford Powertrain<br />

Testing Center where fuel-induced power loss<br />

in direct fuel injection diesel engines was measured.<br />

Road tests and chassis dynamometer tests were also<br />

carried out under the supervision and approval of<br />

TÜBİTAK (The Scientific and Technological Research<br />

Council of Turkey).<br />

The tests conducted for New Generation V/Max<br />

Eurodizel reveal that, when used regularly, the fuel<br />

cleanses the engine, relieves the deposits that form<br />

in the fuel injection system, provides significant fuel<br />

economy through more efficient ignition, improves<br />

engine power, prolongs engine life, ensures a silent<br />

drive and protects the environment with low emission<br />

values. The loss of engine power resulting from<br />

the use of ordinary fuel is also restored by the New<br />

Generation V/Max Eurodizel.<br />

After the positive results obtained, <strong>Petrol</strong> <strong>Ofisi</strong> decided<br />

to launch the New Generation V/Max Eurodizel<br />

in the market in February 2010.<br />

33


34<br />

quality control<br />

Clean and safe fuel<br />

<strong>Petrol</strong> <strong>Ofisi</strong> puts great emphasis on quality control<br />

and supervision activities in order to ensure that the<br />

specially developed high-quality products are presented<br />

to the consumers at their best. The fuel sale<br />

activities are continually monitored by <strong>Petrol</strong> <strong>Ofisi</strong><br />

through the “Satellite Tracking System.” <strong>In</strong> addition<br />

to the automated monitoring systems, the company<br />

also performs regular controls by “marker tests”<br />

conducted periodically at all stations to ascertain the<br />

tampering of fuel.<br />

Apart from the internal monitoring processes performed<br />

at the stations, samples of fuels are collected<br />

from the stations at certain intervals and sent<br />

to relevant laboratories to be tested as prescribed<br />

by EMRA (Energy Market Regulatory Authority). <strong>In</strong><br />

another effort to ensure fuel quality, fuel storage<br />

tanks at all stations are cleaned twice a year. <strong>In</strong> 2009,<br />

storage tank cleaning operations were conducted at<br />

2,578 stations and the operation implementation<br />

level rose to 91%.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

auto-LPG<br />

A growing sector<br />

<strong>Petrol</strong> <strong>Ofisi</strong> became the largest Auto-LPG<br />

distribution network in Turkey with 1,321<br />

PO/Gaz stations.<br />

Despite the contraction in bulk and bottled LPG segments,<br />

auto-LPG consumption in Turkey continued<br />

to rise under challenging conditions of 2009, and<br />

according to PETDER’s (Turkish <strong>Petrol</strong>eum <strong>In</strong>dustry<br />

Association) estimates, increased by 9% over 2008<br />

to reach 2.3 million tonnes. With this development,<br />

auto-LPG segment’s share in total LPG consumption,<br />

which was around 30% in 2000, reached approximately<br />

65%. It is estimated that there are 2.4<br />

millions of passenger cars using auto-LPG in Turkey.<br />

Auto-LPG consumption rapidly rose in recent years<br />

and for the first time exceeded total gasoline consumption<br />

(in terms of tonnes).


Largest auto-LPG distribution network<br />

After registering its LPG license in 2006 and becoming<br />

a nationwide auto-LPG distributor in Turkey,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> accelerated its activities in the auto-LPG<br />

segment by launching the PO/GAZ brand. <strong>In</strong> 2008,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> increased the number of its stations and<br />

became the largest auto-LPG distribution network in<br />

Turkey by reaching a number of 1,046 stations at the<br />

end of the year.<br />

<strong>In</strong> 2009, 275 dealers joined the network under the<br />

PO/GAZ umbrella, raising the total number of stations<br />

to 1,321. The sales volume was 415 thousand<br />

tonnes in <strong>2009.</strong> The PO/GAZ market share is around<br />

15%. Together with the contracted stations, this rate<br />

reaches up to 18%.<br />

LPG infrastructure investments<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> 2009, in addition to the activities performed to expand<br />

the number of dealers, a busy work plan was<br />

followed to provide supply and logistics optimization<br />

for a network of this size. Satellite tracking systems<br />

and mass measurement devices were installed<br />

in 151 road tankers to enable continual monitoring<br />

of the vehicles. As of 2010, the vehicles will also be<br />

provided with advanced equipments that will enable<br />

on-site invoicing. A system was designed to transfer<br />

refueling data from LPG road tanker devices to the<br />

center and is now at the trial stage.<br />

<strong>In</strong> 2009, the company supplied 336,326 tonnes of<br />

auto-LPG. The supply centers are in Yarımca, Ankara,<br />

Aliağa, Dörtyol, Antalya, Marmara Ereğlisi, Ordu,<br />

Erzurum and Tirebolu. During the year, 180 auto-<br />

LPG stations were installed and periodic controls and<br />

dispenser calibrations were carried out at 1,000 PO/<br />

GAZ stations. The process of diversifying the suppliers<br />

was continued throughout the year and new supplier<br />

contracts were made regarding storage tanks, pumps<br />

and dispensers. <strong>In</strong>vestments were made towards<br />

weight meter and storage tank facilities at the<br />

Company’s Aksaray terminal to enable LPG filling,<br />

and the construction activities were started in the<br />

third quarter to build 2 LPG terminals with a total<br />

of 50,000 m 3 storage capacity. The terminals are<br />

planned to be launched at the end of 2011.<br />

35


36<br />

customer loyality programmes<br />

AutoMatic fleet sales programme<br />

AutoMatic, <strong>Petrol</strong> <strong>Ofisi</strong>’s fleet management service<br />

for corporate customers was first launched in 2003<br />

and rapidly reached a big number of clients thanks<br />

to the benefits it provided. By the end of 2009, AutoMatic<br />

reached 8,450 clients and 140,000 vehicles,<br />

with 30,000 new vehicles in the system. <strong>In</strong> 2009, a<br />

total volume of 306,000 m 3 white products were sold<br />

via the programme and number of corporate clients<br />

grew by 33%, number of vehicles increased by 27%<br />

and sales volume by 35%. Covering the largest service<br />

area compared to its competitors, AutoMatic<br />

is the most widespread corporate customer loyalty<br />

programme in Turkey.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

The AutoMatic system is used by many private companies<br />

in manufacturing, food, logistics and tourism<br />

industries, as well as public institutions including<br />

TBMM (Grand National Assembly of Turkey). The<br />

identification unit installed on the vehicles allows<br />

the customers to purchase fuel from <strong>Petrol</strong> <strong>Ofisi</strong> stations<br />

without making any payment on the site. All<br />

purchases are automatically recorded by the system<br />

and can be monitored by the customer over the internet.<br />

Depending on the equipment installed on the<br />

vehicle, the system can even report the kilometer information<br />

of the vehicle at the time of fuel purchase<br />

and enhances the client’s fleet management capacities<br />

by providing options that stop fuel purchasing,<br />

set purchase limitations or determine the type of<br />

product to be purchased.<br />

As <strong>Petrol</strong> <strong>Ofisi</strong> is the fuel distribution company with<br />

the widest station network AutoMatic, customers<br />

can benefit from the system all around Turkey. <strong>In</strong><br />

2009, the number of stations with the AutoMatic<br />

system increased from 1,350 to 1,500. The client list<br />

grew bigger and the number of fleet vehicles registered<br />

in the system increased during the year, as<br />

companies like DenizBank, Drogsan, Akbank, Aydın<br />

Rent A Car, Turkcell and Unilever-Algida distributors<br />

were integrated to the system.<br />

The number of active users of Positive Card,<br />

valid in over 2,000 <strong>Petrol</strong> <strong>Ofisi</strong> stations<br />

throughout the country, exceeded 2 million.


Positive Card<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s Positive Cad, launched in 2008, was a<br />

great success and became the most widespread customer<br />

loyalty programme in Turkey at the end of its<br />

first year by reaching 1.5 million users. Expanding its<br />

customer population even further in 2009 with the<br />

addition of many new advantages, Positive Card’s<br />

active user number exceeded 2 million by the end<br />

of the year. Positive Card is available at more than<br />

2,000 <strong>Petrol</strong> <strong>Ofisi</strong> stations throughout Turkey.<br />

<strong>In</strong> the Positive Card system, the customers earn Positive<br />

Card reward points for their fuel purchases, depending<br />

on the type of product they purchase. With<br />

the points accumulated in the cards, they can select<br />

from the 80 gifts in the Positive Card catalogue which<br />

is composed of 8 categories addressing different<br />

areas of interest. Lubricant products of <strong>Petrol</strong> <strong>Ofisi</strong><br />

(maxima AUTO LPG 20W-50, maxima 10W-40 and<br />

MAXIMUS 15W-40) were added to the catalogue as<br />

alternative gifts. By 2009, over 200 thousand gifts<br />

were delivered to the holders of Positive Card.<br />

ANNUAl rePort ‘09<br />

Customers can also link their Positive Cards to credit<br />

cards issued by participating banks and pay their fuel<br />

purchase directly at the pump, without even getting<br />

out of their cars. Through this unique technology of<br />

Positive Card, a first in Turkey, customers earn points<br />

with both their Positive Cards and their credit cards.<br />

İş Bankası, Garanti Bankası, Finansbank, Fortisbank<br />

and HSBC are currently participating in the system.<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s consumer-oriented loyalty programme<br />

is based on a sophisticated technological infrastructure<br />

and is supported by a widespread service network.<br />

The company aims at enhancing the benefits<br />

and comfort Positive Card brings to its customers.<br />

With this objective in view, a number of collaborations<br />

were formed between <strong>Petrol</strong> <strong>Ofisi</strong> and other<br />

prominent companies with a focus on consumer<br />

benefits, and the advantages of Positive Card were<br />

further variegated. Below are the major promotional<br />

campaigns organized in 2009:<br />

37


38<br />

• The Program That Flies You Fastest in Turkey:<br />

Launched on 12 June 2009 through the collaboration<br />

of <strong>Petrol</strong> <strong>Ofisi</strong>, Pegasus Airlines and HSBC,<br />

the long-term campaign provides the holders of<br />

Positive Card the opportunity to win flight points<br />

equaling to 5% of the amount of purchase they<br />

make at the <strong>Petrol</strong> <strong>Ofisi</strong> stations using their Pegasus<br />

Cards.<br />

• Private Pension Scheme: First introduced in 2004<br />

by <strong>Petrol</strong> <strong>Ofisi</strong> in collaboration with Anadolu Life<br />

<strong>In</strong>surance and İş Bankası, “the Private Pension<br />

Scheme” aims at contributing to the pension accounts<br />

of <strong>Petrol</strong> <strong>Ofisi</strong> customers and was included<br />

in the Positive Card programme as of 15 July<br />

<strong>2009.</strong> Customers registered in the programme<br />

earn reward points equaling to 1% of their fuel<br />

purchase and the points are transferred to their<br />

personal pension accounts.<br />

• Fenerbahçe Card: The card system of another<br />

company was integrated into Positive Card system<br />

to provide the holders of Fenerbahçe Card<br />

the opportunity to use their cards like Positive<br />

Card at <strong>Petrol</strong> <strong>Ofisi</strong> fuel stations as of 25 October<br />

<strong>2009.</strong> The collaboration offers card holders<br />

the opportunity to accumulate points in their<br />

cards and to select presents from the catalogue.<br />

A part of the fuel price is transferred to the Fenerbahçe<br />

Sports Club.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

• Travel benefits: The collaboration of <strong>Petrol</strong> <strong>Ofisi</strong><br />

with Işıl Tour provided the holders of Positive<br />

Card discount coupons amounting to 100 TL and<br />

extra installment options.<br />

• Earning points by purchasing lubricants: With<br />

a scheme introduced on 31 December 2009,<br />

purchasing lubricants from maxima, MAXIMUS<br />

and maximoto groups at <strong>Petrol</strong> <strong>Ofisi</strong> stations<br />

also started to earn points for Positive Card. By<br />

the end of 2009, 165 <strong>Petrol</strong> <strong>Ofisi</strong> stations were<br />

integrated to the programme. The 2010 target<br />

for the number of stations to be included in the<br />

system is 1,000.<br />

• Car insurance discount: With the one year long<br />

campaign launched on 1 April 2009 through<br />

joint efforts with Sigortam.net, the holders of<br />

Positive Card are provided with the opportunity<br />

of a 20 TL discount for traffic insurance policies<br />

and of a 50 TL discount for car insurance policies<br />

they purchase through Sigortam.net.<br />

• Real benefits in a virtual world: With the cam-<br />

paign launched on 29 May 2009, the holders of<br />

Positive Card earned discount coupons worth<br />

10, 25, 50 or 100 TL for the points accumulated<br />

in their cards, which can be used at the online<br />

shopping center Hepsiburada.com.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> organized various campaigns in<br />

cooperation with other brands in order to increase<br />

the advantages of being a Positive Card owner.


other promotional activities<br />

Special projects for SMEs<br />

<strong>In</strong> order to enhance its portfolio of small and medium-sized<br />

clients in the segment of fleet sales, <strong>Petrol</strong><br />

<strong>Ofisi</strong> has established agency agreements with TEB<br />

SME Club Card, OSO (Common Supplying Organization)<br />

and Otobroker in <strong>2009.</strong> By promoting the Auto-<br />

Matic Fleet Management System to the customers of<br />

these organizations, the company has signed 3-year<br />

long fuel purchase agreements with 200 mediumsized<br />

firms.<br />

Moreover, a “telesales agency” was formed for the<br />

SME segment. The small and medium size firms<br />

with a monthly consumption below 10 thousand TL<br />

were contacted over telephone or the <strong>In</strong>ternet, and<br />

agreements were made with 500 enterprises. As a<br />

result of the visits paid to organized industry areas to<br />

expand the SME portfolio, agreements were signed<br />

with 150 enterprises.<br />

Lojistik Card<br />

ANNUAl rePort ‘09<br />

Analyzing the needs of the transportation system,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has developed the Lojistik Card to meet<br />

the needs of the sector. With Lojistik Card, big transportation<br />

firms can make some of their payments to<br />

subcontractors in the form of fuel from <strong>Petrol</strong> <strong>Ofisi</strong><br />

stations. <strong>In</strong> this system, members of the firm can<br />

load credits to subcontractor’s Lojistik Card over the<br />

<strong>In</strong>ternet using their user code and password, and<br />

can set limits to the fuel the subcontractor can purchase<br />

at <strong>Petrol</strong> <strong>Ofisi</strong> stations. Lojistik Card enables<br />

the transportation companies to manage their operational<br />

costs effectively.<br />

39


40<br />

Bank campaigns<br />

<strong>Petrol</strong> <strong>Ofisi</strong> sought to attract new customers and<br />

support its sales through various bank campaigns organized<br />

in <strong>2009.</strong> Six different consumer campaigns<br />

have been realized with five different banks throughout<br />

the year. These campaigns were supported by the<br />

communication activities carried out through various<br />

channels, and the public was informed about the<br />

campaigns. <strong>In</strong> addition to the bank campaigns that<br />

provide various payment benefits, the “Üretici Card”<br />

programme, a first in the sector, was introduced by<br />

collaborating with Denizbank to provide over 200<br />

thousand small and medium-scaled agricultural producers<br />

the opportunity of purchasing fuel with a<br />

5-month term and a zero interest payment option.<br />

“İşletme Card,” which again was a first in the sector,<br />

was launched in the last months of 2009 to provide<br />

similar benefits for the fuel purchases of small and<br />

medium enterprises.<br />

Special promotions<br />

<strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong> Fleet Sales developed several<br />

business partnerships with Sigortam.net and Ray<br />

Sigorta. Within this framework, the business partners<br />

provided their customers the opportunity of<br />

purchasing fuel at <strong>Petrol</strong> <strong>Ofisi</strong> stations by using the<br />

Fleet Sales’ Kontör Card.<br />

CRM activities<br />

<strong>In</strong> addition to direct marketing operations concerning<br />

product and campaign promotions, <strong>Petrol</strong> <strong>Ofisi</strong><br />

also emphasizes CRM (Customer Relations Management)<br />

activities, which help the company to create<br />

special promotional campaigns and offers for different<br />

customer groups. During the year, segmentation<br />

activities were performed to classify the customers<br />

according to their demographic variables, income<br />

status, expectations and consumer behaviors, and<br />

tailored proposals were developed for different<br />

groups. The infrastructure operations that the CRM<br />

activities required were continued throughout the<br />

year to match corporate targets and strategies.


non-fuel retail sales<br />

Convenience stores at stations<br />

Turning <strong>Petrol</strong> <strong>Ofisi</strong> fuel stations into attractive retail<br />

shopping environments which provide products and<br />

services to meet the customer’s fuel and non-fuel<br />

needs was an issue dealt with priority, as it both increases<br />

the total income of the stations and indirectly<br />

improves fuel sales. With this objective in view,<br />

agreements were made with prominent brands in<br />

areas of food, textile, communication, souvenir and<br />

hygiene products, and these brands and products<br />

were placed at station convenience stores.<br />

<strong>In</strong> 2009, the company’s merchandising team conducted<br />

regular visits to fuel station convenience<br />

stores to ensure that the desired quality standards<br />

are attained and that the store layouts provide ease<br />

and comfort for the customers. During the visits, the<br />

team also continued to provide on-the-job training<br />

to station managers on issues such as product stacking,<br />

cleaning and stock follow-up.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

“Üretici Card” made it easier for<br />

agricultural producers to purchase<br />

fuel products from <strong>Petrol</strong> <strong>Ofisi</strong>.<br />

ANNUAl rePort ‘09<br />

41


42<br />

4<br />

Commercial and<br />

<strong>In</strong>dustrial sales


The power that spins the wheels<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> is the leader in commercial and industrial sales as well,<br />

and achieves a growth rate above the market average each year<br />

with its superiority in service and competition. With its wide logistic<br />

network, strong infrastructure and operational service competence<br />

based on years of experience, <strong>Petrol</strong> <strong>Ofisi</strong> is the most preferred fuel<br />

supplier in the wholesale segment for small and large-scale corporate<br />

customers active in sectors such as manufacturing, mining, agriculture,<br />

logistics and construction industries.<br />

<strong>In</strong> addition to white and black petroleum products, <strong>Petrol</strong> <strong>Ofisi</strong> is<br />

rapidly rising in the market of liquefied natural gas (LNG), which<br />

is increasingly used in various areas of industry, and the company<br />

strengthens its position in this field with new investments. LNG is<br />

more economic and environment-friendly compared to petroleum<br />

products and occupies a significant place within <strong>Petrol</strong> <strong>Ofisi</strong>’s future<br />

plans.<br />

43


44<br />

wholesale buseniss LNG sales<br />

Leader in wholesale business<br />

<strong>Petrol</strong> <strong>Ofisi</strong> is Turkey’s national market leader in the<br />

wholesale segment, serving industrial organizations,<br />

contractor companies, public organizations, logistics<br />

firms and distributors. <strong>Petrol</strong> <strong>Ofisi</strong> supplies all<br />

kinds of products demanded by the customers in<br />

the shortest time, with maximum quality and under<br />

the most economical conditions, thanks to its high<br />

stock capacity and storage plants spread across the<br />

country, and provides significant added value for all<br />

its domestic and international corporate customers.<br />

The company can also create customized solutions<br />

by evaluating the consumer needs, storage opportunities<br />

and technical infrastructure of its customers,<br />

which gives <strong>Petrol</strong> <strong>Ofisi</strong> a distinguished position in<br />

industrial / commercial sales.<br />

The wholesale operations of <strong>Petrol</strong> <strong>Ofisi</strong> are carried<br />

out either over the dealer network in compliance<br />

with the relevant legislations, or made directly to<br />

licensed corporate clients over a certain size. Depending<br />

on the demand of the customer, the supply<br />

activities are either performed at the terminals<br />

of <strong>Petrol</strong> <strong>Ofisi</strong> or the products are delivered to the<br />

customers.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

A growing sector<br />

<strong>Petrol</strong> <strong>Ofisi</strong> bolstered its presence in the<br />

LNG market with its 175 LNG storage<br />

tanks, 26 LNG road tankers and a select<br />

customer portfolio.<br />

LNG (Liquefied Natural Gas), obtained by the cooling<br />

of natural gas to -162°C, has become an attractive<br />

alternative energy source in Turkey as well.<br />

Since it is significantly more economical than the<br />

petroleum products, LNG can be used in big plants<br />

for heating purposes and in those sectors of industry<br />

and shipyards that require thermal procedures.<br />

This product is preferred by many enterprises due to<br />

its environment-friendly characteristic. LNG is transported<br />

over land or sea by specially equipped road<br />

tanks, and provides a cost-efficient and easy-to-use<br />

alternative for plants in places not accessed by natural<br />

gas pipelines.


LNG market in 2009<br />

<strong>In</strong> 2009, two important developments affected the<br />

LNG market in Turkey. Firstly, consumption volume<br />

significantly contracted in the first quarter of the<br />

year as LNG lost its price advantage. Following oil<br />

prices with a 6-9 months’ delay, natural gas prices<br />

reached their peak at the beginning of <strong>2009.</strong> However,<br />

during the same period fuel-oil prices sunk to<br />

a level lower than LNG due to the sharp drop in oil<br />

prices. Additionally, as some customers started investing<br />

in coal in order to cut expenses further, LNG<br />

sales registered a sharp decline in the first quarter<br />

of the year. This situation ended in April when LNG<br />

prices were reduced by 39% and significant agreements<br />

were made starting with May.<br />

Another significant development in 2009 was the<br />

LNG refueling of road tankers at the Egegaz LNG<br />

terminal situated in Aliağa, İzmir. This development<br />

provided an alternative to the BOTAŞ terminal in<br />

Marmara Ereğlisi, which used to be the only LNG refueling<br />

facility in Turkey.<br />

LNG operations of <strong>Petrol</strong> <strong>Ofisi</strong><br />

ANNUAl rePort ‘09<br />

Continuing its operations in the LNG market with its<br />

subsidiary <strong>Petrol</strong> <strong>Ofisi</strong> Alternatif Yakıtlar Toptan Satış<br />

A.Ş. (<strong>Petrol</strong> <strong>Ofisi</strong> Alternative Fuels Wholesale <strong>In</strong>c.),<br />

<strong>Petrol</strong> <strong>Ofisi</strong> is among the prominent players of the<br />

market with its 175 LNG storage tanks and 26 LNG<br />

road tankers. The company first entered the market<br />

in 2005, then grew rapidly and succeeded in maintaining<br />

its market share around 21% in <strong>2009.</strong> Despite<br />

the market contraction in the first quarter of the<br />

year due to the excessive rise in prices, <strong>Petrol</strong> <strong>Ofisi</strong><br />

registered an LNG sales volume of 73,000 tonnes<br />

and ranked first in Egegaz refueling. The company<br />

has a customer portfolio including more than 100<br />

outstanding firms from a customer pool.<br />

The transportation and storage of LNG is carried out<br />

by specially equipped vehicles since LNG has to be<br />

stored at a temperature of -162°C. The transportation<br />

services of the company are provided by <strong>Petrol</strong><br />

<strong>Ofisi</strong> Gaz İletim A.Ş. (<strong>Petrol</strong> <strong>Ofisi</strong> Gas Transport <strong>In</strong>c.)<br />

holding an L1 license. The vacuum insulated cryogenic<br />

storage tanks used in LNG transportation comply<br />

with the European standards and are regularly<br />

monitored.<br />

45


46<br />

5<br />

Aviation and<br />

Marine fuels


Refueling for ships and aircrafts<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong>, Turkey’s most preferred jet fuel supplier, is by far the<br />

leading company in aviation industry in terms of its market share<br />

and runs its operations in the field with under the POAir brand. The<br />

company supplies jet fuel for more than 100 domestic and international<br />

airlines in Turkey and abroad and performs refueling operations<br />

for more than 260,000 aircrafts per annum. Active in aviation<br />

and jet fuel market since 1967, <strong>Petrol</strong> <strong>Ofisi</strong> has established a<br />

deserved trust in the sector with its superior and timely services<br />

and has added more than 100 airlines to its portfolio, including the<br />

world’s biggest fleets.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has been the leader in the marine sector for years<br />

and offers services under its POMarine brand. With its terminals<br />

and floating vessel facilities extending from Hopa to İskenderun,<br />

POMarine is the only company to supply fuel in the entire territorial<br />

waters of Turkey and has a high penetration ratio with a market<br />

share of 36%. As a result of its international market recognition,<br />

an important part of the company sales are made to international<br />

customers. POMarine provides fuel oil, diesel and lubricants to<br />

all types of vessels, including container vessels, dry cargo vessels,<br />

passenger liners, fishing or cruising boats sailing exclusively on<br />

Turkey’s territorial waters or on transit voyage.<br />

47


48<br />

aviation sales<br />

Developments in the aviation sector<br />

The global developments in 2009 affected the aviation<br />

sector in a negative way. As significant drops<br />

have occurred in the number of passengers due to<br />

the economic crisis, many airlines, including the<br />

world giants such as British Airways and Air France<br />

ended the year with a significant amount of revenue<br />

loss and contraction. According to the data<br />

provided by <strong>In</strong>ternational Air Transport Association<br />

(IATA), passenger demand contracted by around 3%<br />

in 2009, leading to a loss of 9.4 billion dollars in the<br />

aviation sector.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

POAir, the indisputable market leader<br />

Despite the negative conditions prevailing over the<br />

aviation sector, POAir increased its sales volume by<br />

6%, raising it from 1.93 million m 3 to 2.04 million m 3 .<br />

<strong>In</strong> the same period, the number of aircraft refueling<br />

operations increased from 249 thousand to 266<br />

thousand, marking an increase of 7%. This successful<br />

performance has reconfirmed POAir’s leadership in<br />

the jet fuels segment. Next to Turkish Airlines, POAir’s<br />

Turkish clients include Onur Air, Pegasus, Atlasjet, Sun<br />

Express, MNG and Sky, while its portfolio of over 60<br />

international clients includes KLM, SAS, Lufthansa, Air<br />

France, Swissair, Korean Air, DHL, Thomas Cook, Qatar<br />

Airways, Aeroflot, and EasyJet. POAir has over 1,000<br />

clients, including flight schools and private jets.<br />

POAir consolidated it leadership in the jet fuels<br />

segment by increasing its sales by 6% over the<br />

previous year.


<strong>In</strong> 2009, POAir continued to operate the fuel hydrant<br />

systems at İstanbul-Atatürk Airport, Antalya Airport,<br />

Ankara-Esenboğa Airport, İzmir-Adnan Menderes<br />

Airport and Muğla-Dalaman Airport. The company<br />

also supplied jet fuel for Turkish Airlines and other<br />

clients at many prominent overseas airports, including<br />

Amsterdam, Manchester, Copenhagen, Brussels<br />

and Milan.<br />

POAir introduced an electronic ticketing system for<br />

refueling operations in planes, through an innovation<br />

in the technological infrastructure around the end<br />

of <strong>2009.</strong> The delivery receipts, which were formerly<br />

prepared manually, are transferred to the electronic<br />

medium. A significant amount of time will be saved<br />

once integration with the system is accomplished.<br />

ANNUAl rePort ‘09<br />

49


50<br />

marine sales<br />

Developments in the marine sector<br />

The global crisis that emerged in the last quarter of<br />

2008 and dominated 2009 led to a big contraction<br />

in especially dry cargo and container transportation<br />

due to the decline in international trade, and a drop<br />

of around 80% was recorded in freight rates. The<br />

change in the Baltic Dry <strong>In</strong>dex (BDI), which is one<br />

of the clearest indicators of dry cargo freight rates<br />

around the world, was an evident sign of the crisis in<br />

marine trade. BDI was at its peak in mid-2008 with<br />

12,000 points; with the crisis it dropped by around<br />

94% and fell to 663 points. Throughout the year the<br />

BDI average stood at a level which was 40% under<br />

2008, and did not rise over 5,000 points.<br />

Marine transportation was severely hit by the crisis<br />

and the transit fuel market contracted by 20%. Parallel<br />

to the global economic growth, positive developments<br />

are expected to occur in 2010; however, real<br />

recovery is expected to occur no sooner than the<br />

third quarter.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

POMarine remained the market leader<br />

with a 61% market share, despite the<br />

contraction in the marine sector.<br />

2009 operations of POMarine<br />

POMarine is the clear leader among the companies<br />

offering refueling services in the marine sector. PO-<br />

Marine represents Turkey’s largest marine fuel distribution<br />

network. Stretching along the entire Turkish<br />

coastline from Hopa to Iskenderun, this network includes<br />

8 terminals, 20 marine fuel vessels which are<br />

called “barge”, 3 floating storage vessels for small<br />

scaled customers and 6 POMarine fuel stations.<br />

Thanks to this network, all fuel and lubricant needs<br />

of vessels sailing under Turkish or foreign flags are<br />

serviced in a timely fashion and with operational excellence.<br />

POMarine provides services for approximately 4,000<br />

customers and has registered marine fuel sales of approximately<br />

620,000 m 3 in Turkish seas and 34,000 m 3<br />

in international ports in <strong>2009.</strong> Due to the contraction<br />

in the marine sector, the sales volume was 18.85%<br />

under 2008. However, the company maintained<br />

its leadership in the market with this sales performance,<br />

achieving a market share of 61% in duty-paid<br />

products and that of 30% in export products.


New investments and future plans<br />

Despite the negative market conditions, POMarine<br />

followed the investment plans set for 2009 and<br />

launched 2 fuel stations in marinas, one in Didim and<br />

the other in Kemer, thereby reaching a total number<br />

of 6 POMarine fuel stations. POMarine aims to increase<br />

the total number of stations in marinas to 8 in<br />

2010 and expects to increase its sales in the tourism<br />

sector by 100%.<br />

With its broad portfolio of approximately 500 clients,<br />

POMarine seeks to further expand its transit sales<br />

and become an internationally recognized brand in<br />

the field. Drafting its plans for the future accordingly,<br />

POMarine aims to renovate its entire floating vessel<br />

fleet and become the youngest, fastest and most reliable<br />

floating vessel fleet by 2015.<br />

ANNUAl rePort ‘09<br />

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52<br />

6<br />

Lubricant<br />

operations


ANNUAl rePort ‘09<br />

Specialized products from the expert<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s Lubricant segment has an important part in the operations<br />

of the Company. It has the highest lubricant production capacity<br />

in Turkey and meets the needs of automotive, industrial and marine<br />

sectors. Lubricant sales are conducted via 3,008 fuel stations,<br />

distributors and direct corporate sales spread across the country.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has the most widespread sales network for lubricants<br />

in Turkey.<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s customer-oriented approach reveals itself most clearly<br />

in services related to lubricants. Among these services are Maxima<br />

Centres that provide oil check and change services at fuel stations<br />

in a rapid and practical way, Diagnostic Services that provide onsite<br />

services, and oil analyses with results that can be checked via<br />

internet.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> develops its products and keeps up with the latest technologies<br />

with its Technology Center and regular R&D activities. <strong>Petrol</strong><br />

<strong>Ofisi</strong> constantly works to expand its customer portfolio in collaboration<br />

with the leading corporations of the automotive and motor<br />

vehicle sectors and continues to provide reliable, economical solutions<br />

in line with customer needs.<br />

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54<br />

lubricant sales<br />

The lubricant market<br />

The economic crisis that spread around the world affected<br />

the lubricant sector like any other sector and<br />

thus, due to the decrease in demand, the sector contracted.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> produced 69,938 tonnes of lubricant<br />

in <strong>2009.</strong> Sales totalled 71,804 tonnes, of which<br />

11,688 tonnes were exported. <strong>Petrol</strong> <strong>Ofisi</strong> achieved<br />

a 21.7% market share in the market which shrank by<br />

9% in 2009 as compared to 2008.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> conducts its retail sales primarily via its<br />

retail network consisting of 3,008 gas stations and<br />

30 wholesale distributors. <strong>Petrol</strong> <strong>Ofisi</strong> also provides<br />

direct sales to public institutions and private companies<br />

as well as authorized automobile service stations.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Diverse product portfolio<br />

The demand is increasing for synthetic and semisynthetic<br />

products in passenger and commercial categories<br />

of the vehicle market. <strong>In</strong> the industrial field,<br />

although the market structure generally remains the<br />

same, there is a demand for specialized products. <strong>In</strong><br />

addition to standard performance criteria, vehicle<br />

and machinery manufacturers demand additional<br />

specifications for their requirements. <strong>Petrol</strong> <strong>Ofisi</strong> undertakes<br />

the necessary work to meet these requirements<br />

and gives advice to consumers in this respect.<br />

The company provides its customers with a diverse<br />

product portfolio that has 330 different selections<br />

including engine oils, industrial oils, greases and antifreezes.<br />

The product portfolio of <strong>Petrol</strong> <strong>Ofisi</strong> expanded<br />

even further by the addition of “maxima Auto<br />

LPG 10W-40” targeting new generation LPG<br />

vehicles, “maximoto 5W-40 Scooter” targeting<br />

scooters, and AdBlue ® .


New products<br />

<strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong> launched its “maxima Auto LPG<br />

10W-40” product that targets new-generation LPGpowered<br />

vehicles. Maxima Auto LPG 10W-40, manufactured<br />

with the “smart oil” technology developed<br />

by <strong>Petrol</strong> <strong>Ofisi</strong>, prevents overheating and provides<br />

maximum protection from friction and corrosion.<br />

The product thus prolongs engine life, saves fuel, and<br />

reduces maintenance costs by extending oil change<br />

intervals.<br />

ANNUAl rePort ‘09<br />

One of the products launched by <strong>Petrol</strong> <strong>Ofisi</strong> in 2009<br />

is the chemical AdBlue®, which is developed for<br />

the increasingly popular SCR-equipped (Selective<br />

Catalytic Reduction) diesel-engine vehicles. AdBlue®<br />

transforms the nitrogen oxides in exhaust gases into<br />

water vapor and harmless nitrogen, enhances engine<br />

performance and prolongs the life of SCR systems.<br />

The product is sold in 18 liter packaging through<br />

<strong>Petrol</strong> <strong>Ofisi</strong> fuel stations, widespread distribution<br />

network and direct sales to the fleets.<br />

Along with that, in 2009, the maximoto motorcycle<br />

product family expanded with “maximoto 5W-40<br />

Scooter” product developed for scooter motorcycles.<br />

55


56<br />

Collaboration with manufacturers<br />

<strong>Petrol</strong> <strong>Ofisi</strong> puts great emphasis on ensuring its<br />

products to meet the expectations and standards of<br />

vehicle and engine manufacturers and thus works in<br />

close cooperation with OEMs (Original Equipment<br />

Manufacturer). <strong>In</strong> 2009, the Company won the approval<br />

of Ford, GM, Mercedes Benz, Hyundai, Renault,<br />

Volvo and other leading OEMs for its maxima<br />

engine oil product family for use in passenger vehicles,<br />

and MAXIMUS diesel engine oil product family<br />

for use in heavy vehicles.<br />

Moreover, during the year, agreements concerning<br />

lubricant supply have been signed with a number<br />

of authorized service stations affiliated with various<br />

OEMs.<br />

Among the long-standing companies of the Turkish<br />

automotive sector, the commercial vehicle manufacturer<br />

Karsan chose <strong>Petrol</strong> <strong>Ofisi</strong> branded lubricants<br />

for the authorized service stations of its products<br />

Karsan J9 and Hyundai Truck HD Series. <strong>In</strong> line with<br />

the agreement, Karsan Pazarlama <strong>In</strong>c. has started to<br />

supply <strong>Petrol</strong> <strong>Ofisi</strong> branded lubricants at all of its authorized<br />

service stations.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

The number of Maxima centers offering<br />

vehicle owners a 15-minute oil check and<br />

change service increased to 142.<br />

<strong>In</strong> the same year, an agreement was reached with<br />

Ford Otosan concerning the Transit and Transit Connect<br />

vehicles. 100,000 vehicles are planned to be<br />

produced annually at the Gölcük factory. <strong>Petrol</strong> <strong>Ofisi</strong><br />

will provide first-fill service for the hydraulic power<br />

steering of Transit and Transit Connect vehicles. According<br />

to the same agreement, the said product will<br />

be sold in one liter plastic packaging through Ford’s<br />

authorized station network. The product will have<br />

the brand name “FMY” created exclusively for Ford<br />

Otosan.<br />

The first-fill lubricant agreement between MAN<br />

Türkiye <strong>In</strong>c. and <strong>Petrol</strong> <strong>Ofisi</strong> has continued for the last<br />

10 years along with the use of <strong>Petrol</strong> <strong>Ofisi</strong> lubricants<br />

in MAN Turkey’s 11 contracted authorized service<br />

stations across the country. With the agreement signed<br />

in 2009, <strong>Petrol</strong> <strong>Ofisi</strong> branded engine oil, differential<br />

oil and gearbox oil are being offered to customers in<br />

the three and five-year extended warranty packages<br />

during the sale of MAN vehicles. Moreover, as part of<br />

the collaboration between two companies, <strong>Petrol</strong> <strong>Ofisi</strong><br />

organized trainings on advanced driving techniques<br />

for customers of authorized service stations and<br />

heavy vehicle drivers of MAN vehicles. Drivers who<br />

successfully completed their training received training<br />

certificates approved by the Automotive Sports<br />

Federation of Turkey (TOSFED).


Sales support activities<br />

Between August and October 2009, <strong>Petrol</strong> <strong>Ofisi</strong> lubricant<br />

team visited 430 stores including retail stores,<br />

service stations and garages in 25 industrial sites in<br />

Istanbul with their specially designed vehicle. During<br />

these visits, <strong>Petrol</strong> <strong>Ofisi</strong> products maxima and MAXI-<br />

MUS, which are manufactured with smart oil technology,<br />

were introduced and attention was drawn<br />

to high technology products 0W-30, maxima Diesel<br />

LA 5W-30, maxima Diesel 5W-40, MAXIMUS Diesel<br />

10W-40 and MAXIMUS Turbo Diesel Extra 15W-40.<br />

<strong>In</strong> addition, dinners were organized for participants<br />

to enable one-to-one communication. The promotion<br />

campaign “package collecting,” held simultaneously<br />

with the visits, also proved highly popular.<br />

Denizbank is one the leading private banks which<br />

financially supports the agriculture sector in Turkey.<br />

The collaboration between Denizbank and <strong>Petrol</strong><br />

<strong>Ofisi</strong> started in 2006 with the introduction of<br />

“Üretici Card” (Producer Card) specially developed<br />

by Denizbank for farmers, and this collaboration<br />

continued developing in <strong>2009.</strong> <strong>In</strong> this context,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> included its lubricant products with<br />

“zero interest & five-month term” advantage for<br />

customers who purchase oil from contracted <strong>Petrol</strong><br />

<strong>Ofisi</strong> gas stations.<br />

ANNUAl rePort ‘09<br />

Maxima engine oil change centres<br />

The operations within the framework of the Maxima<br />

engine oil change centres project, which was<br />

launched in line with <strong>Petrol</strong> <strong>Ofisi</strong>’s customer-oriented<br />

approach, continued to expand in <strong>2009.</strong> Maxima<br />

Centres aim to provide oil check and change services<br />

at fuel stations, and offer the vehicle owners<br />

a quick, 15-minute oil check and change service in<br />

a clean and comfortable environment. The number<br />

of Maxima Centres went up to 142 in 28 provinces<br />

in <strong>2009.</strong> These centres are operated by professional<br />

personnel trained in the required technical and marketing<br />

skills.<br />

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58<br />

Sector activities<br />

As of 2009, <strong>Petrol</strong> <strong>Ofisi</strong> has restructured its lubricant<br />

organization in a customer-oriented way and in line<br />

with the demands and needs of its business partners.<br />

<strong>In</strong> this framework, <strong>Petrol</strong> <strong>Ofisi</strong> established “the<br />

transportation and construction sales” segment in<br />

order to better meet the needs of clients operating<br />

in transportation and construction sectors. The field<br />

work conducted in the wake of this development resulted<br />

in contracts signed with 53 new customers, 46<br />

of which are from the construction sector and 7 from<br />

the transportation sector.<br />

Within the framework of these activities, agreements<br />

were signed with 6 heavy equipment companies including<br />

the Netherlands-based MAATS company<br />

specialized in the manufacturing of pipeline construction<br />

equipment. <strong>Petrol</strong> <strong>Ofisi</strong> branded lubricants<br />

will be used and/or recommended at the authorized<br />

service stations of these 6 companies.<br />

Additionally, in order to meet the special needs of<br />

transportation and construction segment customers,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> created a special service called “360<br />

Degrees Service Package.” <strong>Petrol</strong> <strong>Ofisi</strong> Lubricant aims<br />

to be the product provider and the closest solution<br />

partner for its customers, and the “360 Degrees Service<br />

Package” provides its customers with a large<br />

variety of solutions like early warning laboratory services,<br />

technical field engineering services, safe and<br />

economical driving trainings and satellite vehicle<br />

tracking systems. These services include early diagnosis<br />

of problems by analysing oil samples sent by<br />

clients, the training of personnel responsible for the<br />

machine park, the reduction of operational costs by<br />

training drivers, and determining the kilometres covered<br />

and hours worked by monitoring vehicle fleets<br />

via satellite. These services are also supported by<br />

the most advanced reporting systems that provide<br />

automatic tracking and notification.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

The “360 Degrees Service<br />

Package” was launched<br />

to solve all customer<br />

problems and to meet<br />

special demands related<br />

to lubricants.


<strong>In</strong>dustrial sales<br />

<strong>In</strong> 2009, with the economic crisis, the contraction of<br />

markets caused a decrease in industrial production,<br />

which in turn resulted in a drastic decrease in lubricant<br />

consumption. Despite all the hardship caused<br />

by the global economic crisis, <strong>Petrol</strong> <strong>Ofisi</strong> <strong>In</strong>dustrial<br />

Sales unit succeeded in signing periodical or longterm<br />

supply agreements with major industrial companies<br />

that operate in various sectors such as automotive,<br />

iron and steel, agriculture and construction<br />

materials. Among these companies are Standard<br />

Profil Otomotiv <strong>In</strong>c, Tarım Kredi Kooperatifleri Genel<br />

Müdürlüğü, Ekinciler Demir Çelik <strong>In</strong>c., Türk Pirelli<br />

Lastikleri <strong>In</strong>c., Coşkunöz Holding <strong>In</strong>c., MMK Atakaş<br />

Metalurji <strong>In</strong>c., Türkiye Kömür İşletmeleri Güney Ege<br />

Linyitleri Müessese Müdürlüğü, Kütahya Seramik <strong>In</strong>c.<br />

and Eczacıbaşı Yapı Gereçleri <strong>In</strong>c.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has several objectives for industrial sales<br />

such as decreasing operational costs by increasing<br />

productivity, as well as meeting environmental safety<br />

and human health criteria. Furthermore, the company<br />

puts emphasis not only on the development and<br />

further enhancement of products to meet the needs<br />

of industrial companies, but also on providing them<br />

with necessary services during product use. <strong>Petrol</strong><br />

<strong>Ofisi</strong> constantly works to develop its product portfolio<br />

to meet the requirements of end users in every<br />

sector where lubricants, greases and antifreezes are<br />

consumed.<br />

Export activities<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> 2009, even though the global crisis caused a contraction<br />

in the export sector, <strong>Petrol</strong> <strong>Ofisi</strong> continued to<br />

successfully conduct its overseas sales and exported<br />

11,688 tonnes of lubricants to 22 different countries<br />

including Azerbaijan, Libya, Georgia and the TRNC as<br />

its main export countries. Kazakhstan, Lebanon and<br />

Iran were the new markets that <strong>Petrol</strong> <strong>Ofisi</strong> entered,<br />

and initial contacts have been established with Egypt,<br />

Syria and Algeria, where negotiations are under way.<br />

<strong>In</strong> 2009, Maxima Centres were opened in two cities<br />

–Girne and Magosa– in the TRNC.<br />

The increase in overseas operations of the leading<br />

construction companies in Turkey creates a major<br />

opportunity for <strong>Petrol</strong> <strong>Ofisi</strong> lubricants in export<br />

markets. Through centrally conducted meetings, the<br />

company continues its efforts to start supply operations<br />

for its customers in these areas as well.<br />

PETROM, a subsidiary of OMV, has ceased production<br />

of its own lubricants and started sourcing its<br />

entire product range from <strong>Petrol</strong> <strong>Ofisi</strong> in 2008, and<br />

this collaboration continued in <strong>2009.</strong> <strong>Petrol</strong> <strong>Ofisi</strong><br />

also produces the lubricants for OMV’s sub-brand<br />

AVANTI.<br />

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60<br />

production and R&D<br />

Production plants<br />

<strong>Petrol</strong> <strong>Ofisi</strong> made a strategic decision towards the<br />

end of 2008 to close down the Aliağa Lubricant Factory<br />

and implemented this plan in January 2009 and<br />

concentrated all its production activities at the Derince<br />

Lubricant Factory. With a production capacity of<br />

140,000 tonnes/year, the Derince factory produces<br />

automotive oils, industrial oils, antifreezes, hydraulic<br />

brake oils and greases. Considerable number of<br />

infrastructure investments took place at the Derince<br />

factory in <strong>2009.</strong> The closing down of the Aliağa Factory<br />

decreased the operational costs of the company<br />

and resulted in more efficient use of sources,<br />

as well as increasing <strong>Petrol</strong> <strong>Ofisi</strong>’s competitiveness in<br />

the lubricant sector. Moreover, by implementing the<br />

project for the local production of synthetic engine<br />

oil in 2009, the company gained a considerable cost<br />

advantage and this development strengthened its<br />

position in the market of synthetic products.<br />

Technology Centre<br />

<strong>In</strong> 2007 <strong>Petrol</strong> <strong>Ofisi</strong> inaugurated the <strong>Petrol</strong> <strong>Ofisi</strong> Technology<br />

Centre (POTEM), developed through new investments,<br />

with the aim of increasing the quality and<br />

the variety of the Company’s products against greater<br />

competition, providing higher quality products<br />

to the market, meeting the expectations of clients<br />

and utilizing the latest technologies. <strong>In</strong> 2009 POTEM<br />

continued to work for developing new products and<br />

enhancing existing ones. With an indoor area of<br />

1,200 m 2 , sophisticated equipment and specialized<br />

personnel, POTEM has a leading role in Turkey and<br />

its neighbouring region in R&D in the lubricant and<br />

fuel sectors.<br />

POTEM meets the internal needs of <strong>Petrol</strong> <strong>Ofisi</strong> and<br />

also provides services for other clients with its R&D<br />

activities and product tests. The Technology Centre<br />

has been awarded the first and most wide-ranging<br />

accreditation certificate in the sector, the TS EN ISO/<br />

IEC 17025:2005. All activities in POTEM are in line<br />

with ISO 9001:2008, TS ISO 16949:2009, OHSAS<br />

18001 and ISO 14001 standards. As an independent<br />

laboratory, the Technology Centre conducts tests required<br />

by TSE (Turkish Standards <strong>In</strong>stitute) certification<br />

procedures.


technical services<br />

POLA ® in-use oil analysis<br />

Aimed primarily at corporate clients, fleet owner logistical<br />

companies and the marine sector, <strong>Petrol</strong> <strong>Ofisi</strong><br />

Laboratory Analysis (POLA ® ) was established in 2002<br />

in order to provide analysis for in-use lubricants.<br />

An advanced analysis of oil samples taken from vehicles<br />

determines the oil’s chemical and physical status,<br />

measures the type and the amount of internal<br />

and external pollutants and friction elements, and<br />

provides important information about the engine’s<br />

condition. POLA ® decreases costs considerably by<br />

extending oil change intervals and determining malfunctions<br />

in equipments in advance.<br />

Since 2006, POLA ® has been functioning as an <strong>In</strong>ternet-based<br />

service that provides customers with<br />

password-protected instant online access to their<br />

oil test results. Approximately 4,500 POLA ® reports<br />

were submitted in 2009, bringing the total number<br />

of reports to 29,000 since service start-up.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

<strong>Petrol</strong> <strong>Ofisi</strong> concentrated all its lubricant<br />

production at the Derince factory in<br />

order to increase operational efficiency.<br />

Diagnostic services<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> lubricant clients are periodically visited<br />

within the scope of “Diagnostic Services,” which provides<br />

on-site analysis and problem-solving services<br />

to corporate clients. The services were continued<br />

and stepped up in 2009 and 80 clients were visited<br />

on-site, bringing the total number of client visits to<br />

2,500 since service start-up.<br />

Lubricant trainings<br />

Launched in 2001 as a social responsibility project,<br />

the “Training Truck” provides lubricant trainings<br />

by specialists to a large audience including participants<br />

from industrial sites, factories, vocational high<br />

schools and universities. <strong>In</strong> 2009, the activities continued<br />

with the training of over 600 technical personnel,<br />

bringing the total number of persons trained<br />

to over 100,000 nationwide.<br />

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62<br />

7<br />

Supply chain<br />

management


ANNUAl rePort ‘09<br />

Well-organized, safe, environment-friendly<br />

As the biggest fuel distribution company of Turkey, <strong>Petrol</strong> <strong>Ofisi</strong> manages<br />

a gigantic supply chain, and the efficiency of this management<br />

ensures its operational success. The main priorities of <strong>Petrol</strong> <strong>Ofisi</strong>’s<br />

supply chain management is to carry out the supply chain management<br />

activities in a timely and cost-efficient way that respects the<br />

environment, and is consistent with the international standards and<br />

legislations, quality guarantees and technical safety regulations.<br />

These activities include supplying petroleum products and additives<br />

from local and international sources, transporting them to POAŞ<br />

terminals, and storing them before their final destinations.<br />

Always aiming to provide its customers with the highest quality<br />

products, <strong>Petrol</strong> <strong>Ofisi</strong> creates special safety and regulation mechanisms<br />

for all the links that make up the supply chain, and ensures<br />

that the high-quality fuels reach the end-customer in prime condition.<br />

With this aim, <strong>Petrol</strong> <strong>Ofisi</strong> benefits from the latest technologies<br />

at the highest level and supports its strategies with its logistical<br />

infrastructure by creating a sustainable supply chain.<br />

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64<br />

product supply and storage<br />

The first link in the chain: Supply<br />

<strong>Petrol</strong> <strong>Ofisi</strong> sources all fuel products it distributes<br />

in the local market from TÜPRAŞ refineries or imports<br />

them from Russia, Ukraine, Greece, Italy, Malta,<br />

Georgia, the Netherlands, Latvia and France. <strong>In</strong><br />

2009, TÜPRAŞ purchases totalled 4,708,000 tonnes.<br />

Of this amount, 3,859,000 tonnes consisted of white<br />

products and 849,000 tonnes of black products. <strong>Petrol</strong>eum<br />

product imports in 2009 totalled 2,224,000<br />

tonnes. Of this amount, 2,187,000 tonnes consisted<br />

of diesel products, 32,000 tonnes of fuel oil and<br />

5,000 tonnes of aviation fuel.<br />

Terminals and storage<br />

As the largest fuel distribution company of Turkey,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has a storage capacity of about 1 million<br />

m 3 at its 10 terminals spread out across various<br />

regions. All company terminals carry the OHSAS<br />

18001 Occupational Health and Safety Management<br />

System, ISO 14001 Environmental Management<br />

System and ISO 9001:2000 Quality Management<br />

System certificates. The quality of the stored products<br />

is regularly monitored at 9 <strong>Petrol</strong> <strong>Ofisi</strong> terminal<br />

laboratories, which have been accredited by the<br />

Turkish Accreditation Agency, using procedures that<br />

comply with EMRA’s Technical Criteria Regulations,<br />

and the results are also reported to clients. On the<br />

other hand, the accreditation process continues for<br />

the Haramidere Laboratory, where the necessary<br />

equipment was installed in 2009 in order to perform<br />

first level analysis of marine fuels. The accreditation<br />

procedure is expected to be completed by February<br />

2010.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

<strong>Petrol</strong> <strong>Ofisi</strong> sourced 4.7 million<br />

tonnes of petroleum product from<br />

TÜPRAŞ and 2.2 million tonnes<br />

from abroad, and distributed it<br />

nationwide.


New storage investments<br />

<strong>In</strong> 2009, for the purpose of expanding <strong>Petrol</strong> <strong>Ofisi</strong>’s<br />

storage capabilities, numerous new investments<br />

were made and initiatives were taken. As a result,<br />

the Batman Terminal, which has a storage capacity<br />

of 7,700 m 3 , was inaugurated on 29 January 2009<br />

after EMRA issued the necessary storage licence. 6<br />

fuel tanks were built with a total capacity of 40,000<br />

m 3 at the Aliağa Terminal, and the project design for<br />

the Derince Terminal fuel jetty to allow the docking<br />

of large fuel and LPG vessels has been completed.<br />

<strong>In</strong> addition, necessary authorizations were obtained<br />

and the construction of two 25,000 m 3 -capacity terminals<br />

in Yarımca and Aliağa has started. These terminals<br />

will be used as <strong>Petrol</strong> <strong>Ofisi</strong>’s first LPG storage<br />

and filling terminals.<br />

<strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong>’s most important venture to<br />

increase the company’s storage capacity was the<br />

250,000 m 3 -capacity fuel storage terminal that is going<br />

to be built in Marmara Ereğlisi by Marmara Depoculuk<br />

Hizmetleri A.Ş., of which <strong>Petrol</strong> <strong>Ofisi</strong> is a major<br />

shareholder. For this purpose, an active 14,900 m 3<br />

-capacity fuel storage terminal in Marmara Ereğlisi<br />

was purchased on 7 August <strong>2009.</strong> The terminal has<br />

the necessary equipment and service buildings for<br />

fuel loading and unloading, and a jetty that allows<br />

the berthing of 50,000 dwt ships. Necessary investment<br />

authorizations were granted and projects were<br />

designed to increase the terminal’s fuel storage capacity<br />

to 250,000 m 3 . The construction works, which<br />

will start in the first months of 2010, are expected to<br />

be completed in 2011. With this project, which aims<br />

to handle 1,150,000 tonnes/year for <strong>Petrol</strong> <strong>Ofisi</strong>, the<br />

company’s import capacity will increase and a significant<br />

import advantage will be gained.<br />

ANNUAl rePort ‘09<br />

Improvements in aviation refueling system<br />

At the same time, the growth in the aviation sector<br />

compels <strong>Petrol</strong> <strong>Ofisi</strong> to expand its fuel supply units.<br />

For this purpose, a second hydrant pipeline between<br />

the Atatürk Aviation Unit and the Atatürk Airport<br />

was installed and the construction of new aviation<br />

supply units in Denizli and Urfa was completed.<br />

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66<br />

transportation activities<br />

Marine transportation<br />

The marine fleet occupies an important place in <strong>Petrol</strong><br />

<strong>Ofisi</strong>’s product supply operations. <strong>In</strong> 2009, with<br />

the T/C (time charter) marine fleet, 3.9 million tonnes<br />

of fuel were transported within Turkey. <strong>In</strong> addition,<br />

30,000 dwt vessels were used to import 800,000<br />

tonnes of products from overseas supply sources to<br />

<strong>Petrol</strong> <strong>Ofisi</strong> terminals. <strong>In</strong> 2009, the T/C marine fleet<br />

traversed 580,000 nautical miles in total. This distance<br />

is enough to go around the world 27 times.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> marine transports are operated in accordance<br />

with HSE (Health, Safety and Environmental<br />

Protection) criteria, local and international rules<br />

and marine regulations. As part of <strong>Petrol</strong> <strong>Ofisi</strong>’s<br />

“Vessel Vetting System,” all fuel-carrying marine<br />

vessels undergo detailed control procedures before<br />

loading at ports.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Road transportation<br />

<strong>Petrol</strong> <strong>Ofisi</strong> transported 2.75 million tonnes of<br />

products through its road transport operations<br />

carried out in accordance with international<br />

standards.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has two criteria for nationwide distribution<br />

of products. The first is to transport products<br />

with due consideration for safety and environmental<br />

factors, and the second is to ensure that the transportation<br />

quality chain remains unbroken. For both<br />

criteria, <strong>Petrol</strong> <strong>Ofisi</strong> operates in accordance with international<br />

standards and makes special investments<br />

in this respect.<br />

DDS (Direct Fuel Delivery System) ensures that <strong>Petrol</strong><br />

<strong>Ofisi</strong> fuels reach the end customer without being<br />

contaminated with other products and the remains<br />

of the products that were transported previously. A<br />

fleet of the state-of-the-art road tankers are used in<br />

fuel transports to fuel stations, which are driven by<br />

operators who have requisite driving and operational<br />

training. <strong>In</strong> 2009, more than 500,000 m 3 of fuels<br />

were transported via the DDS system.


Safe transportation with special vehicles<br />

<strong>Petrol</strong> <strong>Ofisi</strong> also operates a specially designed fleet in<br />

order to distribute LPG (Liquid <strong>Petrol</strong>eum Gas) and<br />

LNG (Liquid Natural Gas) to fuel stations. All LPG and<br />

LNG transports are conducted by personnel with the<br />

requisite driving and operational training. <strong>In</strong> 2009,<br />

more than 300,000 tonnes of LPG, more than 70,000<br />

tonnes of LNG and more than 600,000 tonnes of Jet<br />

A-1 fuel were transported.<br />

The Company also operates a dedicated fleet of<br />

road tankers for the transport of Jet A-1 fuel to <strong>Petrol</strong><br />

<strong>Ofisi</strong>’s Aviation Supply Units. Lubricants are also<br />

supplied in bulk or packaged form according to client<br />

requirements and are transported via road tankers<br />

or trucks.<br />

Safety first<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong> transported close to 2,750,000<br />

tonnes of products, including the transports to terminals<br />

and the deliveries of commercial and corporate<br />

clients. The increase in the company’s rate of<br />

operations has also meant an increase in responsibilities<br />

about rules and regulations. <strong>Petrol</strong> <strong>Ofisi</strong>’s top<br />

priority is the protection of the environment and human<br />

health in each link of the supply chain. For this<br />

reason, <strong>Petrol</strong> <strong>Ofisi</strong> has adopted and started implementing<br />

ADR principles (The European Agreement<br />

concerning the <strong>In</strong>ternational Transportation of Dangerous<br />

Goods by Road). <strong>In</strong> addition, an independent<br />

auditing company has been contracted to carry out<br />

regular tests on the suitability and adequacy of all<br />

vehicles in the road transport fleet as well as of the<br />

vocational and operational competencies of all drivers<br />

in terms of safety and environmental protection<br />

standards.<br />

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68<br />

8<br />

Energy<br />

investments


ANNUAl rePort ‘09<br />

On the way to become a regional power<br />

Along with its goals to strengthen the position and sustain the leadership<br />

in its operational areas, Turkey’s largest fuel distribution company<br />

<strong>Petrol</strong> <strong>Ofisi</strong> shapes its future plans and investments according<br />

to its vision of becoming an integrated energy company and carrying<br />

the company’s activities outside Turkey in order to become a<br />

regional power. To reach this target, <strong>Petrol</strong> <strong>Ofisi</strong> continuously keeps<br />

up with the developments and tracks the opportunities in the energy<br />

field.<br />

Turkey is an energy corridor between the countries that produce<br />

energy in the East and the ones that consume it in the West. Along<br />

with the advantages offered by Turkey’s geographical position, the<br />

government’s interest in energy policies as part of state policy makes<br />

this sector an attractive investment area for the private sector. Until<br />

2002, 4 companies were working in the exploration and production<br />

sector; in 2009 this number increased to 24, an indicator of the rising<br />

interest of Turkey’s private sector in this field.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> gradually becomes an integrated regional energy company.<br />

Through this vision, it founded <strong>Petrol</strong> <strong>Ofisi</strong> Akdeniz Rafinerisi<br />

Sanayi ve Ticaret <strong>In</strong>c. and <strong>Petrol</strong> <strong>Ofisi</strong> Arama Üretim Sanayi ve Ticaret<br />

<strong>In</strong>c. in order to operate in the refinery and exploration-production<br />

sectors which add value to vertically integrated energy companies.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> works with the vision that involves exploring Turkey’s<br />

petroleum potential as well as becoming the leading private sector<br />

company in the region and in the field of domestic and international<br />

petroleum-natural gas exploration and production. By creating a<br />

balanced petroleum and natural gas portfolio, the company aims to<br />

become a regional power that uses the latest technology in a creative<br />

way and operates according to international standards.<br />

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70<br />

natural gas production<br />

Creating opportunities out of the crisis<br />

The strong turbulences in petroleum prices that<br />

started in 2008, the decrease in consumption and<br />

the financial-economic stagnation led the companies<br />

operating in the petroleum and gas sector to<br />

reconsider their investment strategies in <strong>2009.</strong> The<br />

consumption based on fossil fuel decreased by 1.75<br />

million barrels on a worldwide level except in the<br />

People’s Republic of China.<br />

Except for countries such as China and <strong>In</strong>dia, where<br />

economic growth continued, natural gas production<br />

has declined on a global scale as a result of the decrease<br />

in the industrial consumption in <strong>2009.</strong> Nevertheless,<br />

these developments have not stopped the<br />

companies on their investments, especially for those<br />

that are willing to create opportunities out of the<br />

crisis in 2010 and afterwards with the rise of energy<br />

prices, companies continuing to invest in the energy<br />

sector are aiming to increase their profits.<br />

The petroleum-natural gas exploration<br />

sector in Turkey<br />

<strong>In</strong> terms of its petroleum and natural gas resources,<br />

Turkey can be regarded as an “unexplored” country.<br />

According to the latest data, Turkey has 39.4 million<br />

tonnes of oil reserves and 6.1 billion standard m 3<br />

natural gas reserves. However, the exploration rate<br />

in onshore is only 20%. This rate is merely 1% for offshore<br />

exploration.<br />

Turkey, with a rapidly growing industry and a rising<br />

population, is unable to meet its demands for<br />

energy. Thus, its economy is largely dependent on<br />

the imports since total domestic production of oil<br />

and gas can only meet 8% and 2% of the demand,<br />

respectively. <strong>Petrol</strong>eum and natural gas have the<br />

largest share in the energy consumption with 63%.<br />

Natural gas comprises 32% of this, but its share is<br />

increasing everyday along with the spread of natural<br />

gas consumption.<br />

There has been a considerable growth in Turkey’s<br />

natural gas production between 2002 and 2008. The<br />

total production, which was 378 million standard m 3<br />

in 2002, reached a level of 1,013 million standard<br />

m 3 in 2008. On the other hand, this figure declined<br />

to 715 million standard m 3 in <strong>2009.</strong> Nevertheless, as<br />

a reliable and effective energy source, natural gas<br />

has great potential to meet the increasing demand<br />

in Turkey. Moreover, natural gas is preferred among<br />

fossil fuels because of its low carbon concentration.


<strong>Petrol</strong> <strong>Ofisi</strong>’s investment for natural<br />

gas exploration<br />

<strong>In</strong> line with <strong>Petrol</strong> <strong>Ofisi</strong>’s vertical integration strategy,<br />

the company’s interest in exploration and production<br />

projects led to their first tangible result in 2009<br />

and the company bought the shares of Toreador for<br />

55 million US dollars in the project covering both the<br />

natural gas production facilities on the outskirts of<br />

Akçakoca and the additional exploration licences.<br />

Following the requisite approval by the Energy and<br />

Natural Resources Ministry of Turkey, 26.75% of Toreador’s<br />

shares were transferred to <strong>Petrol</strong> <strong>Ofisi</strong> Arama<br />

Üretim Sanayi ve Ticaret <strong>In</strong>c. The share transfer<br />

was completed in March 2009 after official approvals<br />

had been granted.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

<strong>Petrol</strong> <strong>Ofisi</strong> invested 55 million<br />

dollars in the Akçakoca natural<br />

gas production area, thus<br />

becoming the second biggest<br />

partner of the project.<br />

ANNUAl rePort ‘09<br />

The said investment, as an important milestone<br />

which signifies a new beginning for <strong>Petrol</strong> <strong>Ofisi</strong>,<br />

makes the company the second largest shareholder<br />

after TPAO (Turkish <strong>Petrol</strong>eum Corporation) in the<br />

South Akçakoca Sub Basin Project (SASB), which occupies<br />

a major place in Turkey’s natural gas production.<br />

The project consists of 8 natural gas exploration<br />

licences. <strong>In</strong> the first stage of development and production<br />

called Phase-I, 3 production platforms were<br />

installed and natural gas production has started in<br />

2007. As part of the second stage of the project, development<br />

and infrastructure investments continue<br />

in order to put another field on stream in terms of<br />

production. A significant increase in gas production<br />

is expected with Phase-II, which is expected to begin<br />

production at the end of 2010.<br />

Even though natural gas prices has declined in 2009,<br />

the amount of gas production was higher than expected<br />

contrary to the decreasing trend in the sector<br />

and <strong>Petrol</strong> <strong>Ofisi</strong> Arama Üretim Sanayi ve Ticaret<br />

<strong>In</strong>c. reached its goals in terms of sales revenue. <strong>In</strong><br />

2009, the Company filed an application for wholesale<br />

gas license to Energy Market Regulatory Authority<br />

(EMRA). <strong>Petrol</strong> <strong>Ofisi</strong> Arama Üretim Sanayi ve Ticaret<br />

<strong>In</strong>c. has been granted a ten-year wholesale gas<br />

license. <strong>In</strong> 2009, gas was discovered at two different<br />

levels in the West Ayazlı-1 exploration well. Contrary<br />

to the negative conditions caused by the global crisis,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> is dedicated to continue its hydrocarbon<br />

exploration and production investments, which<br />

occupy an important place in the company’s future<br />

plans, in a planned and controlled manner.<br />

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72<br />

9<br />

Corporate<br />

values


ANNUAl rePort ‘09<br />

A company that grows with its values<br />

What separates one company from the others and makes it valuable<br />

is not only the company’s commercial success, but also its<br />

contribution to society as a result of its values. <strong>Petrol</strong> <strong>Ofisi</strong>’s top<br />

priorities are to implement its activities in the best way and offer<br />

the customer the best products with a supreme service, and it considers<br />

value-driven management as one of the major responsibilities<br />

of a sector leader.<br />

One of these values is the company’s emphasis on human life and<br />

the quality of life. <strong>Petrol</strong> <strong>Ofisi</strong> is committed to undertake the responsibilities<br />

that were given to each institution and individual by<br />

the 56th article of the Constitution: “Everyone has the right to live<br />

in a healthy, balanced environment. It is the duty of the state and<br />

citizens to improve the natural environment, and to prevent environmental<br />

pollution.” The Company believes that the transportation<br />

and fuel sectors, as indispensible parts of the economy, can add<br />

value to sustainable environment. <strong>Petrol</strong> <strong>Ofisi</strong> conducts its activities<br />

in accordance with this conviction.<br />

Human resources are of critical value for <strong>Petrol</strong> <strong>Ofisi</strong>. The company<br />

believes that the most important source for its continuity and success<br />

are people and that it can only reach its goals together with its<br />

own employees; thus, <strong>Petrol</strong> <strong>Ofisi</strong> believes in constant investment in<br />

the development of human resources.<br />

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74<br />

Health, Safety, Environment (HSE)<br />

Not just a definition, but a mindset<br />

<strong>Petrol</strong> <strong>Ofisi</strong> conducts its activities based on Health,<br />

Safety and Environmental Protection (HSE) principles,<br />

and does not see these principles merely as legal<br />

responsibility or as requirements of competition,<br />

but embraces them as the company’s philosophy,<br />

which includes the creation of a safer and healthier<br />

workspace for employees, business partners and<br />

customers, and taking precautions in order to minimize<br />

the effect of its activities on the environment.<br />

Besides the natural risks that come due to operating<br />

in the fuel distribution sector, the Company’s special<br />

care on these issues gives <strong>Petrol</strong> <strong>Ofisi</strong> important responsibilities:<br />

•<br />

•<br />

•<br />

To make effective, economical and clean use of<br />

all natural and energy sources;<br />

To inform its employees, dealers, suppliers and<br />

contractors about health, safety and environmental<br />

protection, and to always provide training;<br />

To take into consideration suggestions, complaints<br />

and demands of customers, employees,<br />

suppliers, competitors, neighbouring companies<br />

and institutions that oversee public interest, in<br />

order to increase the company’s performance<br />

concerning health, safety and protection of the<br />

environment.<br />

The leading company of its sector in Turkey, <strong>Petrol</strong><br />

<strong>Ofisi</strong> fully embraces its responsibilities and continues<br />

its leadership in this area as well.<br />

Complete responsibility from top to bottom<br />

<strong>Petrol</strong> <strong>Ofisi</strong> assumes complete responsibility in<br />

monitoring all measures related to the prevention<br />

of work-accidents concerning all its employees, the<br />

personnel of subcontractors working at <strong>Petrol</strong> <strong>Ofisi</strong><br />

sites and the staff working at fuel stations, along with<br />

and environmental pollution, and regards all precautionary<br />

measures in this area to be implemented as a<br />

whole, including everyone from the highest level to<br />

the bottom. For this reason, the Health, Safety and<br />

Environmental Protection Department strives to ensure<br />

a preventive approach at all levels of company<br />

activities by raising HSE awareness within the <strong>Petrol</strong><br />

<strong>Ofisi</strong> organization.<br />

Certain preventive systems of universal standards<br />

based on risk assessment have been installed at <strong>Petrol</strong><br />

<strong>Ofisi</strong> in an effort to monitor occupational health,<br />

safety and environmental protection, and to improve<br />

the performances in these areas. Risk assessment,<br />

participation, training, informing of personnel, ensuring<br />

of specialist participation in training sessions,<br />

protection-prevention approach and emergency<br />

arrangements are among the main topics covered<br />

within this framework. Systems are regularly monitored<br />

and action is taken to remedy any shortcomings.<br />

Using “near-miss” and “hazard notification”<br />

forms, all actions are monitored electronically using<br />

QDMS (Quality Document Management System).


Environmentalist also with its products<br />

<strong>Petrol</strong> <strong>Ofisi</strong> understands that the concept “global<br />

warming” gives critical responsibilities to the fuel<br />

sector as well, and takes real and effective measures<br />

towards fulfilling the environmental compliance of<br />

its products to the maximum degree. For instance,<br />

in preventing the energy loss resulting from friction<br />

due to additives, the unleaded gasoline V/Max yields<br />

significant fuel economy and decreases the overall<br />

carbon dioxide emissions.<br />

Consistent with the European standards, V/Max<br />

EuroDizel has a low sulphur ratio. V/Max EuroDizel<br />

10, on the other hand, is the unleaded gasoline with<br />

the lowest sulphur level. Another one of the <strong>Petrol</strong><br />

<strong>Ofisi</strong> products aiming to meet Euro-5 standards is the<br />

additive AdBlue ® , which transforms nitrogen oxides<br />

in the exhaust gas in diesel-engine vehicles featuring<br />

the SCR (Selective Catalytic Reduction) system, into<br />

water vapor and harmless nitrogen. <strong>Petrol</strong> <strong>Ofisi</strong><br />

constantly works to improve the environmental<br />

performances of its products.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

HSE investments<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> continues its investments in order to turn<br />

the challenging HSE criteria it has adopted into concrete<br />

steps. The company completed the tank farm<br />

rehabilitations and infrastructure projects carried<br />

out since 2000 in its terminals, made an investment<br />

of 50 million US dollars to minimize environmental<br />

risks related with fuel storage, and spent 15 million<br />

US dollars on the renewal of all its underwater fuel<br />

pipelines. Furthermore, in order to minimize emissions<br />

resulting from loading operations, one bottom<br />

loading gantry has been constructed in every terminal.<br />

Thanks to this investment, unintended spills are<br />

prevented, and volatile organic vapor emissions and<br />

fire risks are reduced. Lastly, during 2009, industrial<br />

wastewater treatment plants in the Haramidere and<br />

İskenderun Terminals were renewed through an investment<br />

of 1 million US dollars.<br />

<strong>In</strong> addition to these investments, oil spill equipments<br />

were bought to respond to possible spills,<br />

waste management systems were installed and legal<br />

permissions were obtained. <strong>In</strong> 2004, preparations to<br />

install the ISO 14001 Environmental Management<br />

System and OHSAS 18001 Occupational Health and<br />

Safety Management System in all terminals began,<br />

and in 2005 fuel terminals and the lubricant factory<br />

were certified by BSI (British Standards <strong>In</strong>stitution).<br />

Finally The Batman Terminal, active since 2009, was<br />

included in the <strong>In</strong>tegrated Management System and<br />

was certified again by BSI.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> not only offered environment-friendly<br />

new products, it also renewed the refinery<br />

systems at Haramidere and İskenderun terminals,<br />

thus continuing to pursue its dedication to<br />

environmental protection.<br />

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76<br />

HSE activities in 2009<br />

Along routine legal requirements, and within the<br />

framework of the Health, Security and Environmental<br />

Protection Policy summarized above, <strong>Petrol</strong><br />

<strong>Ofisi</strong> carried on with its awareness-raising activities<br />

throughout <strong>2009.</strong> Among the HSE activities, personnel<br />

training occupied an important place. HSE trainings<br />

were held in all enterprises affiliated with <strong>Petrol</strong><br />

<strong>Ofisi</strong> and at the Headquarters in accordance with the<br />

annual plans, and these programs were attended<br />

not only by the <strong>Petrol</strong> <strong>Ofisi</strong> personnel but also by the<br />

staff of subcontractors. During 2009, HSE training<br />

was given under 37 different headings for a total of<br />

14,970 man-hours and an average of 7.5 hours per<br />

person by specialists from the HSE management, the<br />

plant management and from outside the company.<br />

Furthermore, an “HSE manual” for the station personnel<br />

has also been published and distributed.<br />

Throughout the year, audits on HSE implementations<br />

were carried out intensively. During 2009, HSE audits<br />

have been conducted in 2,970 stations by field managers<br />

and in 1,066 stations by contracting companies.<br />

Furthermore, in 47 facilities comprising of terminals,<br />

lubricant factory and air supply units, 2,072<br />

HSE audits were conducted by plant management.<br />

<strong>In</strong> all aviation units with emission licenses, emission<br />

verification measurements were performed, and the<br />

results were reported to the Provincial Directorate<br />

of Environment and Forestry.<br />

Furthermore, during 2009, 155 Fire Fighting and<br />

Evacuation Drills in 48 locations including the building<br />

of Headquarters, and 11 Oill Spill Drills in 9 coastal<br />

plants were organized.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Legal measures<br />

<strong>In</strong>spections of HSE training and<br />

applications continued intensively.<br />

•<br />

Under the scope of Law 5312 on “the Principles<br />

of Emergency <strong>In</strong>tervention and Compensation<br />

of Damage in Cases of Polluting of the Sea Coast<br />

by Oil and Other Hazardous Substances” published<br />

by the Marine Under-secretariat within<br />

the framework of the circular entitled “Methods<br />

and Principles on the Training Seminars and<br />

Operation Programmes for the Preparation and<br />

<strong>In</strong>tervention on Pollution from Oil and Other<br />

Hazardous Substances”, first and second level<br />

training seminars were held for 118 personnel<br />

in groups of 11 between 27 October 2009 and<br />

18 December 2009, to enable them to intervene<br />

in cases of emergency where oil spills and<br />

other hazardous substances cause coastal sea<br />

pollution.


•<br />

•<br />

•<br />

As part of the EU integration process, and with<br />

the aim of forming a mechanism of auto-controlled<br />

inspection and environment management<br />

to be established by sector-specific actors,<br />

two separate regulations were published by the<br />

Ministry of Environment and Forestry: “Regulation<br />

on Environmental <strong>In</strong>spection” dated 21 November<br />

2008, and “Regulation on Permits and<br />

Licenses Imposed by the Environment Act” dated<br />

24 April <strong>2009.</strong> As part of these regulations,<br />

9 <strong>Petrol</strong> <strong>Ofisi</strong> employees attended the “Environment<br />

Officer Training Programs” organized by<br />

the Ministry of Environment and Forestry.<br />

The “Regulation on Control of Air Pollution Arising<br />

from <strong>In</strong>dustry” (SKHKKY) has come into force<br />

on 3 July 2009, and accordingly emission levels<br />

are now being measured in all terminals. For the<br />

Derince Terminal, an emission license has been<br />

obtained in accordance with SKHKKY.<br />

<strong>In</strong> accordance with the Sea Terminals Operating<br />

Permits and on grounds of “Regulation Regarding<br />

the Amendment of Regulation on the Methods<br />

and Principles of Granting Permission for<br />

the Sea Terminals”, as of 1 July 2009, the leasing<br />

processes of all <strong>Petrol</strong> <strong>Ofisi</strong> terminals have reverted<br />

to the National Estate General Directorate,<br />

waiting to be approved by the Ministry of<br />

Finance. Three months of leasing auction process<br />

will be finalized by the granting of the permission<br />

by the Ministry of Finance, after which a<br />

temporary operating permit will be requested.<br />

ANNUAl rePort ‘09<br />

Permissions and certificates received<br />

<strong>In</strong> 2009:<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

Discharge licenses were renewed for the Antalya,<br />

Haramidere and İskenderun Terminals;<br />

Emission licenses were renewed for the Kırıkkale<br />

Terminal and received for the Haramidere Terminal;<br />

Operating certificate for the Derince Terminal<br />

was renewed, EIA request has been filed with<br />

the Ministry of Environment and Forestry to increase<br />

the capacity of the jetty;<br />

EIA Affirmative Paper for the Yarımca LPG Plant<br />

has been granted;<br />

The Aliağa Terminal Sea Terminal Risk Assessment<br />

and Oil Spill Response Plan has been approved;<br />

Batman Terminal has been certified to be included<br />

within the ISO 9001, ISO 14001 and OH-<br />

SAS 18001 <strong>In</strong>tegrated Management System.<br />

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78<br />

human resources<br />

Our most valuable asset is our<br />

employees<br />

Considering its employees as its most valuable resource<br />

that has a direct effect on the efficiency of its<br />

all other resources, <strong>Petrol</strong> <strong>Ofisi</strong> constructs a reliable<br />

and sustainable relationship with its employees, defining<br />

it as an area that requires constant development<br />

and improvement. At the foundation of the<br />

company’s human resource policy lies the aim to<br />

develop the systems and processes that will turn its<br />

employees into an open-minded, creative, customer-oriented,<br />

environmentally sensitive and dynamic<br />

team that is able to manage change and produce<br />

added value, and that will maximize the productivity<br />

of this team.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

The goal is to become the company<br />

of preference<br />

<strong>In</strong> order to support individual development<br />

plans and to enhance capabilities, <strong>Petrol</strong> <strong>Ofisi</strong><br />

employees were given a total of 3,592 man/day<br />

training.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> takes on a process-oriented approach in<br />

its human resources, following its own unique models<br />

in recruitment, training, performance assessment<br />

and salary cap management. One of the aims of the<br />

currently implemented “<strong>In</strong>tegrated Human Resource<br />

Model” is to turn <strong>Petrol</strong> <strong>Ofisi</strong> into a preferred company.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> perceives one of the priority areas<br />

of its human resource management as increasing<br />

its productivity by attracting the best talents and by<br />

increasing the commitment of its employees to the<br />

company.<br />

<strong>In</strong> order to utilize personnel competence at maximum<br />

level, and to offer employees the opportunity to realize<br />

their career goals within the company, it is the<br />

company policy to fill vacancies primarily from within<br />

the company. <strong>In</strong> cases where this is not possible,<br />

in line with the company’s human resource policy,<br />

special care is taken to filling positions among candidates<br />

that value teamwork, that are open-minded,<br />

creative, capable, dynamic, able to manage change,<br />

eager to improve their working performance, high<br />

on motivation and determination, advanced in communication<br />

skills, and that embody a strategic and<br />

visionary point of view.


A big and happy family<br />

As of 31 December 2009, <strong>Petrol</strong> <strong>Ofisi</strong> is a big family<br />

with a total of 1,044 employees; 601 white collar,<br />

443 blue collar. 48% of all employees hold an<br />

undergraduate or graduate degree. The average age<br />

of employees is 36. <strong>Petrol</strong> <strong>Ofisi</strong> implements an efficient<br />

Performance Management Process in order to<br />

maintain a good synergy of this big family founded<br />

on values of solidarity and team spirit, and in order<br />

to improve their individual and team performances<br />

under a corporate culture that highlights dynamism.<br />

Accordingly, all employees are systematically assessed<br />

based on the realization of their work targets,<br />

their contribution to the company priorities, leadership,<br />

taking responsibility, attitude and behaviour<br />

appropriate to team work.<br />

A variety of social events are organized at <strong>Petrol</strong><br />

<strong>Ofisi</strong>, like general meetings where company stats<br />

are shared in order to enhance corporate culture,<br />

strengthen team spirit, increase communication and<br />

develop an understanding of unity among the members<br />

of the family, or routine dinners and special celebrations<br />

where the CEO and employees can come<br />

together. Along these activities, employees were<br />

encouraged in 2009 to take part in various social responsibility<br />

projects, which were communicated to<br />

them directly via the PO News e-bulletin.<br />

ANNUAl rePort ‘09<br />

The secret behind personal development<br />

is training<br />

As an expansion of the Training and Development<br />

Performance Management process, <strong>Petrol</strong> <strong>Ofisi</strong> supports<br />

the personal development plans of its employees<br />

to help them achieve their goals, and implements<br />

training programs that improve their capability and<br />

management skills, which in turn lead to tangible improvements<br />

of work results.<br />

During 2009, a wide range of training programs including<br />

Performance Coaching, Leadership, Sales,<br />

Negotiation, Problem Solving and Decision Taking<br />

Techniques, Finance for the Non-Financier, Time<br />

Management, Customer Management and Team<br />

Work have been implemented in order to improve<br />

the occupational and behavioural competencies of<br />

employees, and to support the company’s HSE policies.<br />

Throughout the year, training programs have<br />

amounted to 3,592 man/day, of which 1,767 man/<br />

day consisted of in-house training.<br />

79


80<br />

10<br />

Brand<br />

communications


ANNUAl rePort ‘09<br />

One of the strongest brands in Turkey<br />

<strong>In</strong> the fuel sector, where maintaining customer trust is an important<br />

criterion for preference, branding is of utmost importance. One of<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s top priorities is to strengthen its brand image. For this<br />

purpose, <strong>Petrol</strong> <strong>Ofisi</strong> aims to have an effective two-way communication<br />

with all segments of society, and develops its communication<br />

strategy to highlight its leadership, its pioneering position in using<br />

the latest technology and its corporate values. <strong>In</strong>creasing brand<br />

awareness, brand preference and loyalty, strengthening the company’s<br />

bonds with customer segments and focusing on consumer<br />

needs are the most important criteria for <strong>Petrol</strong> <strong>Ofisi</strong>’s communication<br />

strategy.<br />

On the other hand, with its widest service station network in Turkey,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> supports consumers on every route, and continues to<br />

support social development through various means, with a sense of<br />

responsibility that stems from its deeply rooted values. <strong>Petrol</strong> <strong>Ofisi</strong><br />

strives to develop projects that will contribute to the sustainability<br />

of social development, and considers it a requirement of being<br />

a corporate citizen to make investments for the future through its<br />

long-term collaborations.<br />

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82<br />

marketing activities<br />

Brand perception<br />

<strong>Petrol</strong> <strong>Ofisi</strong> shapes its marketing activities with an effort<br />

to understand customers’ expectations through<br />

market research and by assessing its market value<br />

in customers’ perception. <strong>Petrol</strong> <strong>Ofisi</strong> puts the vision<br />

of “being the best perceived brand by the customers”<br />

at the centre of its marketing strategies. Starting<br />

with 2009, <strong>Petrol</strong> <strong>Ofisi</strong> has decided to concentrate its<br />

marketing activities on four areas - “product differentiation,”<br />

“rewarding the customers,” “integrating<br />

the company’s power through distribution” and “improving<br />

points of sale through services and physical<br />

conditions.” The company conducted its marketing<br />

activities under three headings - brand communication,<br />

sales support and customer loyalty programs.<br />

Brand communication:<br />

The “Way to Go” campaign<br />

The most extensive brand communication activity<br />

conducted in 2009 is the “Way to Go” promotion<br />

campaign. The campaign is designed as a result of the<br />

brand image researches conducted at the end of 2008.<br />

The campaign, which was launched in April 2009 with<br />

an intensive communication plan, defines the areas of<br />

development and not only underlines the power, leadership<br />

and popularity of the brand, but also aims to<br />

strengthen connections with drivers. <strong>In</strong> the television<br />

commercial, road stories are told; the message stresses<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s widespread service station network<br />

and its presence in every corner of the country which<br />

in turn makes <strong>Petrol</strong> <strong>Ofisi</strong> the best friend of travellers.<br />

Another issue on the 2009 agenda is the preparatory<br />

work for the New Generation V/Max Performance<br />

Series fuel family, which establishes the basis of the<br />

marketing plans for 2010. Qualitative and quantitative<br />

researches measuring consumers’ fuel consumption<br />

behaviours and habits have been conducted during<br />

the year, resulting in the creation of the “new generation<br />

fuel family that meets and goes beyond of the<br />

expectation of consumers” and a 360 o brand communication<br />

strategy that supports the new claim of the<br />

product family in every respect.<br />

As part of the most important factors that determine<br />

<strong>Petrol</strong> <strong>Ofisi</strong> brand perception, the physical and service<br />

standards of the stations are assessed through<br />

mystery shopper researches conducted throughout<br />

the year. As a result of these researches, actions have<br />

been taken to improve shortcomings.


Sales development: Promotion<br />

campaigns<br />

<strong>In</strong> 2009, sales activities were conducted more intensively<br />

and diversely than previous years, and 6 different<br />

general sales promotions and 2 LPG special sales<br />

promotions were held. During the said promotion<br />

campaigns, drivers have been rewarded with various<br />

gifts. The largest campaign was conducted between<br />

November and December 2009 as a year end<br />

promotion campaign, where drivers who purchased<br />

their fuel from <strong>Petrol</strong> <strong>Ofisi</strong> were rewarded daily with<br />

prepaid phone minutes and free SMS. Automobiles<br />

and cell phones were also awarded.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Customer loyalty programs<br />

<strong>Petrol</strong> <strong>Ofisi</strong> launched the “Way to Go”<br />

advertisement campaign to emphasize<br />

that it is the best friend of travelers and<br />

to strengthen its emotional ties with<br />

consumers.<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s customer loyalty programs consist of<br />

the Automatic fleet management service developed<br />

for corporate clients, and Positive Card that targets<br />

individual customers. Automatic, with its extensive<br />

customer database that reaches 140,000 vehicles,<br />

and Positive Card, with over 2 million individual customers,<br />

are in a privileged position when compared<br />

to their competition in the sector.<br />

83


84<br />

corporate communication activities<br />

For a stronger <strong>Petrol</strong> <strong>Ofisi</strong> perception<br />

Along with its leadership in the sector, <strong>Petrol</strong> <strong>Ofisi</strong> enjoys<br />

a privileged position vis-à-vis Turkish consumers<br />

and society, and has carried on its activities in 2009<br />

to maintain its image and reputation in the eyes of<br />

the Turkish public. Corporate communication activities<br />

of <strong>Petrol</strong> <strong>Ofisi</strong> are aimed at balancing the company’s<br />

vision, mission and goals with interactions<br />

and feedbacks received from the outside world. <strong>Petrol</strong><br />

<strong>Ofisi</strong>’s organized, positive and sustainable yearly<br />

communication program and agenda are executed<br />

by the coordination between all business units within<br />

the Company. Within this framework, the priority<br />

topics of the 2009 agenda were as follows:<br />

Media relations<br />

Effective use of and close relations with the media<br />

to increase the brand awareness are among the top<br />

priorities of <strong>Petrol</strong> <strong>Ofisi</strong>’s agenda. For this purpose,<br />

the media has been regularly informed through<br />

press releases, and the operations and services of<br />

work units have been introduced with special news<br />

reports throughout <strong>2009.</strong> Priority was given to news<br />

from the sector to include <strong>Petrol</strong> <strong>Ofisi</strong> as the leading<br />

corporation of the sector. The press conferences that<br />

were held on our innovative products and activities<br />

presented opportunities to meet with wide range of<br />

media representatives. Site visits and excursions created<br />

an opportunity for the media to closely observe<br />

our sector and the dynamism of our social relations.<br />

The public was informed through interviews with<br />

top-level executives.


<strong>In</strong>ternal communications<br />

<strong>In</strong> order to accurately inform <strong>Petrol</strong> <strong>Ofisi</strong> employees<br />

about the company’s goals and activities, periodical<br />

internal meetings have been conducted during the<br />

year. The internal communications magazine “Road<br />

POst” has been published in order to share developments<br />

and novelties with the company employees.<br />

Dealer communication activities<br />

Within the scope of communication activities, <strong>Petrol</strong><br />

<strong>Ofisi</strong> started to issue a new version of “Road POst”<br />

for member dealers of the <strong>Petrol</strong> <strong>Ofisi</strong> family.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Agenda management and crisis<br />

communications<br />

ANNUAl rePort ‘09<br />

Crisis communications and agenda management are<br />

indispensible parts of communication activities. <strong>In</strong><br />

2009, crisis management activities were carried on<br />

with proactive and reactive processes.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> 2009 Corporate Reputation<br />

Research<br />

<strong>Petrol</strong> <strong>Ofisi</strong> continued to emphasize its<br />

communications with all its shareholders for<br />

a stronger brand perception.<br />

<strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong> “Corporate Reputation Management<br />

Research” was conducted in an extensive way<br />

that took into consideration all the stakeholders of<br />

<strong>Petrol</strong> <strong>Ofisi</strong>. Within the scope of the research, numerous<br />

interviews have been held with stakeholders like<br />

corporate managers, employees, the dealer network,<br />

consumers and financial institutions. The research<br />

data and the roadmap will be shared extensively in<br />

2010 by means of a precise planning activity.<br />

85


86<br />

social responsibility projects<br />

“Heart-bond”<br />

As one of the largest corporations in Turkey, <strong>Petrol</strong><br />

<strong>Ofisi</strong>, with its 3,008 fuel stations in all 81 provinces<br />

and 850 boroughs, invests for the future by supporting<br />

long-term social development projects. Developed<br />

with an awareness of being a corporate citizen,<br />

a social responsibility project was jointly undertaken<br />

by <strong>Petrol</strong> <strong>Ofisi</strong> and Community Volunteers Foundation<br />

(TOG), one of the leading non-governmental organizations<br />

of Turkey, with the hope of enlightening<br />

the future.<br />

This cooperation, which was put into practice with<br />

the motto “Heart-bond,” aims to create a synergy<br />

between TOG, which carries on its activities in 56<br />

provinces, 75 universities and 88 university clubs<br />

with its 16 thousand young volunteers, and <strong>Petrol</strong><br />

<strong>Ofisi</strong>, which has social links all over the country. Encouraging<br />

all of its employees, dealers and social<br />

stakeholders to become a “Community Volunteer,”<br />

<strong>Petrol</strong> <strong>Ofisi</strong> supports numerous local projects thanks<br />

to this cooperation, contributes to youth’s self development<br />

and helps them become active citizens in<br />

social life.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> employees who participate in the projects<br />

developed by TOG created a group called “Dynamo<br />

Society Team.” This group, which volunteers<br />

in TOG’s Guidance Project aimed at familiarizing the<br />

youth with business life and helping them gain selfconfidence,<br />

also contributes to the personal development<br />

of young people. <strong>In</strong> addition, some of the<br />

<strong>Petrol</strong> <strong>Ofisi</strong> employees play an active role in the selection<br />

of scholarship students by being part of the<br />

Community Volunteers Foundation’s scholarship<br />

committee.<br />

Since November 2008, when the cooperation between<br />

<strong>Petrol</strong> <strong>Ofisi</strong> and TOG begun, various meetings<br />

and workshops have been held in 16 provinces,<br />

bringing together dealers and volunteering young<br />

students. Throughout 2009, activities that are identified<br />

in line with local needs that contribute to social<br />

development have been held with the leadership of<br />

young people and the participation of business circles.<br />

<strong>In</strong> these activities, social responsibility projects<br />

developed by young people were supported and the<br />

information created will also be shared with public.


“Daddy Send Me to School”<br />

Since 2005, <strong>Petrol</strong> <strong>Ofisi</strong> continues to support the<br />

“Daddy Send Me to School” project, which has been<br />

implemented under the leadership of the Milliyet<br />

daily. <strong>Petrol</strong> <strong>Ofisi</strong>’s contribution has helped to enable<br />

the schooling of 500 young girls. Along with that,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> employees and dealers provide support<br />

for the schooling of 68 young girls and take initiatives<br />

to increase the amount of support. The scope<br />

of the project and its area of influence are expanded<br />

by activities such as the student visits to Istanbul and<br />

the <strong>Petrol</strong> <strong>Ofisi</strong> Headquarters, and the graduation<br />

ceremonies.<br />

Support for hearing-impaired children<br />

<strong>Petrol</strong> <strong>Ofisi</strong> continues to support pre-school education<br />

that aims integrating hearing-impaired children<br />

into society. The said support is provided through<br />

the Turkish Hearing and Speech Rehabilitation Foundation<br />

(TİV) that works with 0-6 year old children<br />

with the aim of early intervention and social rehabilitation.<br />

<strong>In</strong> <strong>2009.</strong>..<br />

Other projects<br />

ANNUAl rePort ‘09<br />

As a socially responsible corporate citizen, <strong>Petrol</strong><br />

<strong>Ofisi</strong> also supports other social responsibility projects<br />

that contribute to the future. <strong>Petrol</strong> <strong>Ofisi</strong> is a<br />

corporate member of the Corporate Volunteer Association<br />

(ÖSGD) whose activities set an example. <strong>In</strong><br />

2009, as part of the “School Friend” Project, a book<br />

reading activity aimed at the 3 rd and the 4 th graders<br />

and the Career Seminar, which aimed to introduce<br />

different professions to the 7 th and 8 th graders, were<br />

held in the Poligon Neighbourhood Kâzım Karabekir<br />

Elementary School. <strong>Petrol</strong> <strong>Ofisi</strong> employees also volunteered<br />

in several activities including reading books<br />

on computers to visually-impaired students, advising<br />

woman entrepreneurs as part of the “support for<br />

woman entrepreneurs” project, working as “Culture<br />

Ants” instructors to increase elementary school students’<br />

awareness on cultural issues and supporting<br />

the “Step by Step Group”, which organizes long distance<br />

running activities in order to collect charitable<br />

contributions.<br />

<strong>In</strong> addition to <strong>Petrol</strong> <strong>Ofisi</strong> Elementary Schools in Batman<br />

and Ankara, <strong>Petrol</strong> <strong>Ofisi</strong> also supports education<br />

by donating books, stationary and computers to<br />

schools in need across Turkey.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> and Community Volunteers<br />

Foundation started an extensive<br />

cooperation with the motto “Heart-bond.”<br />

87


88<br />

Corporate<br />

calendar


january<br />

Ê Participation at the “Role of Corporate Management<br />

in Creating Corporate Values” Conference<br />

organized by Corporate Governance Association<br />

of Turkey (TKYD).<br />

Ê Promotion of Positive Card and lubricant products<br />

in the “My Truck” magazine İzmir meeting.<br />

V/Max Performance Series and the Quality System<br />

were also presented.<br />

Ê Young community volunteers who work with<br />

the Community Volunteers Foundation (TOG)<br />

met with <strong>Petrol</strong> <strong>Ofisi</strong> dealers in Eskişehir.<br />

Ê A 5-year fuel and lubricant purchase agreement<br />

was signed with the Agricultural Credit Cooperatives<br />

General Directorate.<br />

Ê The Aliağa lubricant factory was shut down.<br />

Ê Three new fuel stations were opened.<br />

february<br />

Ê Sales Team Meeting in Antalya.<br />

Ê Promotion of Positive Card and lubricant products<br />

in the “My Truck” magazine Eskişehir meeting.<br />

V/Max Performance Series and Quality System<br />

were also presented.<br />

Ê Announcement of the cooperation between<br />

<strong>Petrol</strong> <strong>Ofisi</strong> and General Motors Young community<br />

volunteers who work with the Community<br />

Volunteers Foundation (TOG) met with <strong>Petrol</strong><br />

<strong>Ofisi</strong> dealers in Denizli.<br />

Ê Announcement of <strong>Petrol</strong> <strong>Ofisi</strong>’s financial results<br />

for the year 2008.<br />

Ê Two new fuel stations were opened.<br />

march<br />

ANNUAl rePort ‘09<br />

Ê Promotion of Positive Card and lubricant products<br />

in the “My Truck” magazine Düzce meeting.<br />

V/Max Performance Series and Quality System<br />

were also presented.<br />

Ê “Volunteering Trainings” were held by TOG for<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Community Team.<br />

Ê Announcement of the cooperation between<br />

Memorial Health Group and <strong>Petrol</strong> <strong>Ofisi</strong> Positive<br />

Card users<br />

Ê Young community volunteers who work with<br />

the Community Volunteers Foundation (TOG)<br />

met with <strong>Petrol</strong> <strong>Ofisi</strong> dealers in Kahramanmaraş<br />

and Gaziantep.<br />

Ê Dynamometer tests of our new generation additive<br />

package developed by Alton have started<br />

(March-December) in cooperation with Mercedes<br />

Benz Türk and under the supervision of<br />

TÜBİTAK. The tests are performed in order to<br />

determine fuel economy performance.<br />

april<br />

Ê Our ODTÜ-graduate managers gave a presentation<br />

during ODTÜ Career Days.<br />

Ê The MX Motocross Championship was held in Istanbul<br />

Hezarfen under <strong>Petrol</strong> <strong>Ofisi</strong>’s sponsorship<br />

on 11-12 April.<br />

Ê Promotion of Positive Card and lubricant products<br />

in the “My Truck” magazine Mersin meeting.<br />

V/Max Performance Series and Quality System<br />

were also presented.<br />

Ê Participation at the <strong>Petrol</strong>eum Forum organized<br />

by CNR EXPO.<br />

Ê Launch of Smart oil maxima Auto LPG 10W–40<br />

specially developed by <strong>Petrol</strong> <strong>Ofisi</strong> for LPG powered<br />

vehicles.<br />

Ê One new fuel station was opened.<br />

89


90<br />

may<br />

Ê Announcement of the financial results for the<br />

first quarter of the year.<br />

Ê Our “Daddy Send Me to School” bursaries were<br />

our guests in Istanbul between 18-20 May.<br />

Ê Launch of AdBlue ® product, which was developed<br />

for SCR (Selective Catalytic Reduction)<br />

equipped vehicles with Euro 4 and Euro 5 engines.<br />

Ê Maximoto Scooter 5W specially developed for<br />

scooters joined the motorcycle lubricant family.<br />

Ê A sponsorship agreement was signed between<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Lubricants and Ferco Motor, General<br />

Distributor in Turkey of Europe’s largest and the<br />

world’s fourth largest motorcycle producer Piaggio<br />

& C.S.p.a. With this agreement, for all of its<br />

motorcycle brands, Ferco Motor started to recommend<br />

<strong>Petrol</strong> <strong>Ofisi</strong> maximoto motorcycle oil<br />

series to its customers and to use the product in<br />

its services.<br />

Ê Participation in the conference of “Fuels that are<br />

on the Market – Evaluations for TRNC and Turkey<br />

in 2008” organized by the TRNC Agriculture<br />

Ministry. Presentation delivered on “<strong>Petrol</strong> <strong>Ofisi</strong><br />

and KIPET Product Quality and Quality Chain”.<br />

Ê Two new fuel stations were opened.<br />

june<br />

Ê <strong>Petrol</strong> <strong>Ofisi</strong> employees participated in the Corporate<br />

Games under three categories.<br />

Ê Promotion of Positive Card and lubricant products<br />

in the “My Truck” magazine Sakarya meeting.<br />

V/Max Performance Series and Quality System<br />

were also presented.<br />

Ê Announcement of the agreement between Pegasus<br />

Airlines and Positive Card<br />

Ê Award given to <strong>Petrol</strong> <strong>Ofisi</strong> for ranking in the<br />

Ethical Accountability 2008 Turkey Evaluation.<br />

Ê Marmara Region’s Dealer meeting.<br />

Ê The production of synthetic motor oils has started<br />

at the Derince factory.<br />

Ê Five new fuel stations were opened.<br />

july<br />

Ê Participation at the Volunteer Ambassadors<br />

Meeting of Private Sector Volunteers Associations<br />

in Feriye.<br />

Ê South Region’s Adana Dealer Meeting.<br />

Ê North and South Regions’ Dealer Meetings in<br />

Nevşehir.<br />

Ê South Region’s Antalya Dealer Meeting.<br />

Ê South Region’s Trabzon Dealer Meeting.<br />

Ê Supply Chain Management met with local press<br />

in Mersin.<br />

Ê Some of the employees working in Mersin Terminal<br />

volunteered in TOG’s Summer Period Project.<br />

Ê <strong>In</strong>itiation of the Positive Card and Lubricant <strong>In</strong>tegration<br />

Project. With this project, customers<br />

started to accumulate voucher points when<br />

they purchase lubricants.<br />

Ê <strong>Petrol</strong> <strong>Ofisi</strong> participated at the EMOK (Enduro<br />

Motorcycle Club) Turkey Motorcycle Festival<br />

with its motorcycle lubricant products, where<br />

maximoto has been introduced to and tested by<br />

motorcycle users.<br />

Ê TS 16949 certification inspections were completed<br />

with zero defects.<br />

Ê The first two Maxima centres were opened in<br />

TRNC.<br />

Ê The production of Ford-approved Maxima-<br />

5W-20 started.<br />

Ê One new fuel station was opened.<br />

august<br />

Ê <strong>Petrol</strong> <strong>Ofisi</strong> Lubricant team visited 430 stores<br />

including retail stores, service stations and garages<br />

in 25 industrial sites in Istanbul. The Direct<br />

Marketing and Sales Activity aimed at informing<br />

clients about developments in <strong>Petrol</strong> <strong>Ofisi</strong> Lubricants<br />

and introducing technological products<br />

was initiated. The activity lasted until October.<br />

Ê Gasoline Fuel Economy test was performed at<br />

Afton Ashland Technical Centre.


september<br />

Ê “Step by Step Group” visited <strong>Petrol</strong> <strong>Ofisi</strong> Management<br />

as a guest speaker.<br />

Ê <strong>Petrol</strong> <strong>Ofisi</strong> volunteers were trained in interview<br />

techniques to join TOG Scholarship Committee.<br />

Ê Sponsored by <strong>Petrol</strong> <strong>Ofisi</strong>, Euractiv.com AB news<br />

portal celebrated its second anniversary.<br />

Ê Two new fuel stations were opened.<br />

october<br />

Ê A press conference was held during the opening<br />

of the first Maxima Change Centre in TRNC.<br />

Ê The TOG ATAK “Cultural Heritage” project was<br />

held in Kars with the participation of national<br />

press and <strong>Petrol</strong> <strong>Ofisi</strong> volunteers.<br />

Ê Sponsored by <strong>Petrol</strong> <strong>Ofisi</strong>, the İzmir Union of<br />

Chambers of Tradesmen and Craftsmen (IACCU)<br />

Presidents Council Meeting was held in Marmaris.<br />

Ê Gasoline Fuel Economy and Performance tests<br />

were performed at Tickford Powertrain Test<br />

Centre.<br />

Ê Six new fuel stations were opened.<br />

november<br />

Ê <strong>Petrol</strong> <strong>Ofisi</strong> received its second prize in Capital<br />

500 Awards.<br />

Ê The opening of Öz <strong>Petrol</strong> gas station in Ankara<br />

Çayyolu<br />

Ê “Safety Driving of Heavy Vehicle Training” organization<br />

for the customers of MAN İstanbul Central<br />

Branch.<br />

Ê An agreement was signed with Wirtgen Turkey,<br />

the leader in the road construction machines<br />

sector. Wirtgen Turkey will use <strong>Petrol</strong> <strong>Ofisi</strong> lubricants<br />

at its centres and recommend <strong>Petrol</strong> <strong>Ofisi</strong><br />

Lubricants for its purchased products.<br />

Ê All Motor Vehicles Cooperatives Central Union<br />

Meeting was held under the sponsorship of <strong>Petrol</strong><br />

<strong>Ofisi</strong> Lubricants.<br />

ANNUAl rePort ‘09<br />

Ê S.S. All Motor Vehicles Cooperatives Central<br />

Union Meeting was held under the sponsorship<br />

of <strong>Petrol</strong> <strong>Ofisi</strong> at Kemer.<br />

Ê Diesel CEC DW-10 Power and Performance Test<br />

were performed at Tickford Powertrain Test<br />

Centre.<br />

Ê One new fuel station was opened.<br />

december<br />

Ê Our new fuel station Titiz <strong>Petrol</strong> was opened in<br />

Başakşehir.<br />

Ê The authorized service oil supply agreement<br />

was signed between Karsan, one of the oldest<br />

companies of the Turkish automotive sector,<br />

and <strong>Petrol</strong> <strong>Ofisi</strong>. Karsan started to use <strong>Petrol</strong> <strong>Ofisi</strong><br />

lubricants at its Karsan J9 and Hyundai Truck<br />

HD Series authorized service stations where<br />

marketing, sales and after-sales service activities<br />

are conducted.<br />

Ê <strong>Petrol</strong> <strong>Ofisi</strong> Lubricants were added to Denizbank’s<br />

“Üretici Card” (Producer Card) program<br />

specially developed for farmers.<br />

91


92<br />

Board of Directors and<br />

senior management


oard of directors<br />

Aydın Doğan<br />

Chairman*<br />

Born in 1936 in Kelkit, Aydın Doğan received his elementary<br />

and secondary school education in Kelkit and completed high<br />

school in Erzincan. He attended the İstanbul Economy and<br />

Commerce Academy between 1956 and 1960 and started his<br />

first private company in 1961. Engaged in wholesale trade until<br />

1970, Mr. Doğan founded his first industrial company in 1974. <strong>In</strong><br />

the following years, he was elected to the Assembly and to the<br />

Board of the İstanbul Chamber of Commerce and also served<br />

as a board member of the Union of Chambers and Commodity<br />

Exchanges of Turkey. Mr. Doğan started his publishing career with<br />

the acquisition of the daily newspaper Milliyet in 1979. He further<br />

grew his media business with the addition of the prestigious daily<br />

Hürriyet in 1994. Mr. Doğan served as Head of the Association of<br />

Turkish Newspaper Publishers and became the first elected Turkish<br />

Deputy Chairman of WAN, the World Association of Newspapers,<br />

in 2004. He established the Aydın Doğan Foundation in 1996<br />

to coordinate the Group’s philanthropic efforts in the fields of<br />

culture, education and social work and has been awarded Turkey’s<br />

Supreme Service Medal in 1999.<br />

* Aydın Doğan has resigned his positions as Chairman and Board<br />

of Directors Member on 11 February 2010. Hanzade Doğan Boyner<br />

has been appointed Chairwoman and Yahya Üzdiyen has been<br />

appointed member of the Board of Directors.<br />

Tamas Mayer<br />

Vice Chairman**<br />

ANNUAl rePort ‘09<br />

Tamas Mayer holds a master’s degree from the Economic University<br />

in Budapest. He was General Director of OMV Hungary<br />

between 1992 and 1998, General Director of OMV Bulgaria between<br />

1998 and 2002 and was responsible for the co-ordination<br />

of marketing and distribution activities at OMV Romania, Bulgaria,<br />

Serbia and Montenegro from 2003. He has worked in the<br />

oil and gas industry since 1992 and since 2005 also serves on the<br />

Executive Board of Petrom, an OMV subsidiary.<br />

** Tamas Mayer has been appointed Vice Chairman to replace<br />

Gerhard Roiss as of 17 December <strong>2009.</strong><br />

93


94<br />

board of directors<br />

Hanzade Doğan Boyner<br />

Member<br />

Hanzade Doğan Boyner received a BSc<br />

in Economics from the London School of<br />

Economics in 1995. She started working as<br />

a financial analyst in the Communications,<br />

Media and Technology Group at Goldman<br />

Sachs <strong>In</strong>ternational, London, where she<br />

was involved in large-scale mergers and<br />

acquisition. <strong>In</strong> 1999, she received an MBA<br />

in Finance and Marketing from Columbia<br />

University and moved back to Turkey in<br />

the same year. She launched the <strong>In</strong>ternet<br />

service provider Doğan On-Line, developing<br />

it to become Turkey’s leading <strong>In</strong>ternet<br />

company and is currently Deputy Chairman<br />

of Doğan Gazetecilik and Member of the<br />

Board of Directors of Doğan Holding. Doğan<br />

Gazetecilik is a company that publishes the<br />

Turkish daily newspapers Milliyet, Radikal,<br />

Posta and Fanatik that together account for<br />

35% of the total Turkish newspaper market.<br />

Furthermore, she also holds the position of<br />

Vice President of the World Association of<br />

Newspapers, is a member of the Brookings<br />

<strong>In</strong>stitute, the Turkish <strong>In</strong>dustrialists’ and<br />

Businessmen’s Association, the Foreign<br />

Economic Relations Board, the Young<br />

Presidents’ Organization and the Association<br />

of Woman Entrepreneurs. Apart from her<br />

business initiatives, she is also the founder<br />

and leader of what is one of the country’s<br />

most successful ‘social mobilization’ projects,<br />

the “Daddy, Send Me to School” campaign<br />

that aims at overcoming educational barriers<br />

faced by young girls from underprivileged<br />

background. Mrs. Doğan Boyner also served<br />

as president of the jury at the Ernst & Young<br />

“World Entrepreneur of the Year” Awards<br />

and was named by Fortune magazine<br />

as one of Turkey’s two most influential<br />

businesswomen abroad.<br />

İmre Barmanbek<br />

Member<br />

İmre Barmanbek, born in 1942, graduated<br />

from Ankara University Faculty of Political<br />

Sciences with a degree in Economics and<br />

Finance. She started her career as an<br />

assistant tax auditor at the Ministry of<br />

Finance, Tax <strong>In</strong>spectors’ Board in 1963.<br />

Subsequently, she worked as a planning<br />

specialist at the State Planning Organization<br />

(SPO). After a successful year with the SPO,<br />

she returned to her post at the Ministry of<br />

Finance Tax <strong>In</strong>spectors’ Board, where she<br />

worked until 1975. <strong>In</strong> 1977, she started<br />

working as Financial Director of Doğuş Akü,<br />

a joint venture between Koç Holding and<br />

Doğan Holding, and subsequently served<br />

as its General Manager. Mrs. Barmanbek<br />

later served as Financial Coordinator of the<br />

Doğan Group, where she was appointed CFO<br />

in 1988, CEO and Executive Board Member<br />

in 1999. Since 2003, she has been Deputy<br />

Chairperson of the Board of Directors and<br />

Member of the Executive Board at Doğan<br />

Holding, while also serving as a Member<br />

of the Board of Directors of various group<br />

companies. Mrs. Barmanbek has been<br />

named one of the world’s most powerful<br />

women in business by Fortune magazine.<br />

Mehmet Ergun Kuran<br />

Member<br />

Born in 1955, Mehmet Ergun Kuran<br />

completed his high school education at<br />

Liverpool College in England and graduated<br />

from Manchester University, Department<br />

of Engineering in 1978. <strong>In</strong> 1980, he received<br />

training in geophysical engineering at<br />

Schlumberger Technical Services in Medan,<br />

<strong>In</strong>donesia. Mr. Kuran assumed various<br />

positions with respect to petroleum<br />

operations at Schlumberger in Central Asia<br />

and the Far East until 1994. Between 1994<br />

and 1999, he served as General Manager<br />

and Chairman of the Board of Directors<br />

at TÜPRAŞ Türkiye <strong>Petrol</strong> Rafinerileri A.Ş.<br />

Between 2000 and 2006 he was General<br />

Manager of the Demirören Group of<br />

Companies and served as Member of the<br />

Board of Directors at Demal A.Ş.


Manfred Leitner<br />

Member<br />

Born in 1960, Manfred Leitner graduated<br />

from the Vienna University of Economics<br />

and Business Administration with a degree<br />

in Commercial Sciences. He joined the OMV<br />

Group’s Foreign Operations Department<br />

where he held several posts, including<br />

Finance Manager for Libya, Quality Manager<br />

of Exploration and Production Projects,<br />

Chief Financial Analyst and Chief Controller<br />

in Charge of Exploration and Production,<br />

Head of the Controlling Department and<br />

Head of Production and Supply Planning<br />

and Controlling in Refining and Marketing.<br />

Mr. Leitner has been Senior Vice President<br />

responsible for downstream optimization<br />

and supply since 2003.<br />

Daniel Turnheim<br />

Member***<br />

Born in 1975, Mr. Turnheim studied Business<br />

Administration at the University of Vienna.<br />

<strong>In</strong> 1999 he started his career as a business<br />

analyst at Artesyn technologies, a public<br />

quoted US technology and communication<br />

company. <strong>In</strong> 2002 he joined OMV group<br />

where he held several posts including head<br />

of controlling OMV UK. Since 2003, Mr.<br />

Turnheim he has been serving as Head of<br />

OMV Corporate Controlling.<br />

*** On 17 December 2009, Daniel Turnheim<br />

and Stefan Waldner have been appointed<br />

members of the Board of Directors to replace<br />

Gerhard Roiss and David Charles Davies.<br />

Stefan Waldner<br />

Member***<br />

ANNUAl rePort ‘09<br />

Born in 1977, Stefan Waldner holds master’s<br />

degrees in business administration and in<br />

international management from the Vienna<br />

University of Economics and Business<br />

Administration and the Community of<br />

European Management Schools (CEMS),<br />

respectively. He started his career as a<br />

consultant in an international management<br />

consultancy in Germany before joining<br />

a leading American investment bank<br />

in London where he advised clients on<br />

mergers and acquisitions (M&A) as well<br />

as capital market transactions. He joined<br />

OMV’s corporate M&A team in 2005 and<br />

since 2009 acts as Senior Vice President<br />

responsible for Corporate Development of<br />

the OMV group.<br />

board of auditors<br />

Aydın Günter<br />

Member<br />

Ali Reha Müstecaplıoğlu<br />

Member<br />

95


96<br />

senior management<br />

Melih Türker<br />

CEO<br />

Born in 1959, Melih Türker graduated from the<br />

Istanbul Technical University Department of<br />

Mechanical Engineering and obtained an MBA<br />

Degree from Gannon University, USA. He started<br />

his career in the oil industry in 1989, working<br />

with the US petroleum giant Exxon <strong>In</strong>ternational<br />

as Sales and Marketing Coordinator and<br />

in the twenty years since has been holding various<br />

managerial positions in different areas of<br />

the fuel industry. He joined Shell Turkey in 1991<br />

as Assistant Regional Manager. Between 1993<br />

and 1996, Mr. Türker was responsible for sales<br />

and marketing at Shell Middle East, Dubai and<br />

UAE, returning to Turkey in 1996 in the capacity<br />

of Sales and Planning Manager and worked as<br />

Sales Director for Commercial Sales until 1998<br />

when he was appointed General Manager of<br />

Shell Turkey, the company’s first Turkish general<br />

manager. Mr. Türker was first assigned to the<br />

Shell London Head Office in 2003 as General<br />

Manager of Shell Europe Global Lubricants, and<br />

then as General Manager of the Shell Europe<br />

Global Lubricants Strategic Business Unit in<br />

2005. Mr. Türker was appointed CEO of <strong>Petrol</strong><br />

<strong>Ofisi</strong> in June 2007.<br />

Reha Talu<br />

Supply Chain Management<br />

Director<br />

Reha Talu graduated from<br />

Middle East Technical University<br />

Department of <strong>Petrol</strong>eum<br />

Engineering. He then obtained<br />

a master’s degree. He worked<br />

at the Refining and Marketing<br />

Divisions of Mobil Company for<br />

20 years. During this period, he<br />

assumed the positions of Assistant<br />

General Manager at the<br />

Ataş Refinery in Mersin and Operations<br />

Manager at the Mobil<br />

Coryton Refinery in England.<br />

Following the merger of Mobil<br />

and BP, he worked as a top-level<br />

executive for four years at BP<br />

Refining and Trading in London<br />

and the Supply Office in Turkey.<br />

He joined <strong>Petrol</strong> <strong>Ofisi</strong> after its<br />

privatization in August 2000.<br />

Ertan Çakır<br />

Retail Sales Director<br />

Born in 1956, Ertan Çakır graduated<br />

from the Department of<br />

Business Administration at the<br />

Ankara Academy of Economic<br />

and Commercial Sciences.<br />

Throughout his career of 30<br />

years, he has worked in the fuel<br />

industry and especially in the<br />

field of retail sales. He started<br />

his career at <strong>Petrol</strong> <strong>Ofisi</strong> in 1979.<br />

After working as a manager at<br />

various divisions of Shell Turkey<br />

during the period of 1984<br />

-1997, he was appointed Retail<br />

Manager in 1998. He transferred<br />

to the position of Business<br />

Development Manager of<br />

Shell <strong>In</strong>ternational’s Mediterranean<br />

Retail Region in 2003.<br />

<strong>In</strong> this capacity, he successfully<br />

increased the sales potential of<br />

the retail network comprised of<br />

3,200 stations throughout five<br />

countries and created special<br />

solutions for the development<br />

of the regions and countries<br />

involved. <strong>In</strong> 2004, he returned<br />

to Shell Turkey and worked as<br />

project manager during the<br />

merger of Shell and Turcas. Mr.<br />

Çakır, who was appointed Vice<br />

President of the Energy Group<br />

at Doğan Holding in 2006, has<br />

been holding his present position<br />

at <strong>Petrol</strong> <strong>Ofisi</strong> since August<br />

2007.


Ogeday Çağatay<br />

Finance Director<br />

Ogeday Çağatay, a graduate of<br />

the Management Engineering<br />

Department at Istanbul Technical<br />

University, started his career<br />

in 1983 as an analyst with the<br />

Anadolu Endüstri Group. He<br />

subsequently served as Senior<br />

Auditor at Ernst & Young and<br />

Regional Finance Controller at<br />

Normandy Gold. He joined BP<br />

Turkey in 1996, where he held<br />

the positions of Castrol Finance<br />

Director during 1996-2001 and<br />

Human Resources Manager<br />

during 2001-2003. Mr. Çağatay<br />

assumed the position of BP<br />

Financial Affairs Manager between<br />

2003 and 2007 and has<br />

been appointed to his present<br />

position at <strong>Petrol</strong> <strong>Ofisi</strong> in October<br />

2007.<br />

Dr. Mutluay Doğan<br />

Commercial and <strong>In</strong>dustrial<br />

Sales Director<br />

Born in 1967, Mr. Doğan graduated<br />

from the Mechanical Engineering<br />

Department of Middle<br />

East Technical University. After<br />

obtaining his master’s degree<br />

from the same university, he<br />

received a Ph.D. from Hacettepe<br />

University in the field<br />

of Business Administration.<br />

He joined <strong>Petrol</strong> <strong>Ofisi</strong> in March<br />

1991 and assumed various positions<br />

within the Company. His<br />

current position at <strong>Petrol</strong> <strong>Ofisi</strong><br />

includes Aviation and Marine<br />

Sales, Wholesale Operations,<br />

Gas and Export Sales.<br />

Coşkun Duru<br />

Compliance and Audit<br />

Director<br />

Born in 1973, Coşkun Duru<br />

graduated from Boğaziçi University<br />

Faculty of Economics and<br />

Administrative Sciences with a<br />

degree in Business Administration.<br />

He started his career at<br />

Shell Turkey in 1996 and joined<br />

<strong>Petrol</strong> <strong>Ofisi</strong> in September 2000.<br />

Mr. Duru established and managed<br />

the Fuel Products Planning,<br />

Station <strong>In</strong>vestments and<br />

Strategy and Business Development<br />

divisions in the Company<br />

and has been holding his present<br />

position since March 2007.<br />

ANNUAl rePort ‘09<br />

Sezgin Gürsu<br />

Lubricants Group Manager<br />

Born in 1966, Sezgin Gürsu is a<br />

graduate of Boğaziçi University<br />

Department of Mechanical Engineering<br />

and received his master’s<br />

degree from the University<br />

of Miami. After starting his career<br />

at Koç Holding in 1991, he<br />

assumed various positions in<br />

lubricant sales and supply chain<br />

management at Mobil Oil Türk<br />

A.Ş. during 1992-1999. Following<br />

the Exxon Mobil merger,<br />

Mr. Gürsu held several senior<br />

management positions in the<br />

company’s various sales departments.<br />

He joined <strong>Petrol</strong> <strong>Ofisi</strong> in<br />

2007 and currently serves as Lubricants<br />

Group Manager.<br />

97


<strong>Petrol</strong> ofisi A.Ş.<br />

fINANCIAl AND oPerAtIoNAl HIGHlIGHts


100<br />

REGISTERED CAPITAL AND COMPOSITION OF REGISTERED CAPITAL<br />

REGISTERED CAPITAL : TL 577,500,000<br />

REGISTERED CAPITAL CEILING : TL 750,000,000<br />

COMPOSITION OF REGISTERED CAPITAL AS OF DECEMBER 31, 2009<br />

TL December 31, 2009 %<br />

Doğan Şirketler Grubu Holding A.Ş. 304,520,667.80 52.73<br />

OMV Aktiengesellschaft 196,350,000.00 34.00<br />

Free Float 76,629,332.20 13.27<br />

Total 577,500,000.00 100.00<br />

Doğan Holding ve OMV Aktiengesellschaft’s respective shares in the Company were 54.17% and 41.58% as of 31 December<br />

2009 following the purchases they made from the ISE.


PETROL OFİSİ SHARE PER PRICE IN YEAR 2009<br />

ISE-100 (USD) ISE-100 (TL)<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

ISE-100<br />

55,000<br />

50,000<br />

45,000<br />

40,000<br />

35,000<br />

30,000<br />

25,000<br />

20,000<br />

12/31/08<br />

01/31/09<br />

02/28/09<br />

03/31/09<br />

04/30/09<br />

05/31/09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> / ISE-100 (TL)<br />

06/30/09<br />

07/31/09<br />

ANNUAl rePort ‘09<br />

TL 31 December 2008 Minimum Maximum Average 31 December 2009<br />

<strong>Petrol</strong> <strong>Ofisi</strong> 2.63 2.48 7.55 5.04 5.75<br />

ISE-100 26,864 23,036 52,825 37,490 52,825<br />

40,000<br />

35,000<br />

30,000<br />

25,000<br />

20,000<br />

15,000<br />

10,000<br />

5,000<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

ISE-100<br />

0<br />

12/31/08<br />

01/31/09<br />

02/28/09<br />

03/31/09<br />

04/30/09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> / ISE-100 (USD)<br />

05/31/09<br />

06/30/09<br />

07/31/09<br />

08/31/09<br />

09/30/09<br />

10/31/09<br />

11/30/09<br />

12/31/09<br />

8.00<br />

7.00<br />

6.00<br />

5.00<br />

4.00<br />

3.00<br />

2.00<br />

1.00<br />

0.00<br />

<strong>Petrol</strong> <strong>Ofisi</strong> share<br />

price moved<br />

between TL 2.48 -<br />

7.55 per share in<br />

<strong>2009.</strong><br />

Closing value of<br />

<strong>Petrol</strong> <strong>Ofisi</strong> share<br />

price was TL 5.75<br />

as of December<br />

31, <strong>2009.</strong><br />

5.50 <strong>Petrol</strong> <strong>Ofisi</strong> share<br />

5.00 price moved<br />

between USD<br />

4.50<br />

1.50 - 5.05 per<br />

4.00 share in <strong>2009.</strong><br />

USD 31 December 2008 Minimum Maximum Average 31 December 2009<br />

<strong>Petrol</strong> <strong>Ofisi</strong> 1.73 1.50 5.05 3.30 3.87<br />

ISE-100 17,653 12,838.27 35,517.39 24,568 35,517<br />

08/31/09<br />

09/30/09<br />

10/31/09<br />

11/30/09<br />

12/31/09<br />

3.50<br />

3.00<br />

2.50<br />

2.00<br />

1.50<br />

1.00<br />

<strong>Petrol</strong> <strong>Ofisi</strong> (TL)<br />

<strong>Petrol</strong> <strong>Ofisi</strong> (TL)<br />

Closing value<br />

of <strong>Petrol</strong> <strong>Ofisi</strong><br />

share price was<br />

USD 3.87 as of<br />

December 31,<br />

<strong>2009.</strong><br />

101


102<br />

PETROL OFİSİ MARKET CAPITALIZATION IN YEAR 2009<br />

4,500<br />

4,250<br />

4,000<br />

3,750<br />

3,500<br />

3,250<br />

3,000<br />

2,750<br />

2,500<br />

2,250<br />

2,000<br />

1,750<br />

1,500<br />

1,250<br />

12/31/08<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Market Capitalization (TL mn)<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

market<br />

capitalization<br />

moved between<br />

TL 1,430 - 4,360<br />

million in <strong>2009.</strong><br />

Market<br />

capitalization of<br />

<strong>Petrol</strong> <strong>Ofisi</strong> was<br />

TL 3,321 million<br />

as of December<br />

31, <strong>2009.</strong><br />

TL (mn) 31 December 2008 Minimum Maximum Average 31 December 2009<br />

<strong>Petrol</strong> <strong>Ofisi</strong> 1,518 1,430 4,360 2,911 3,321<br />

3,000<br />

2,750<br />

2,500<br />

2,250<br />

2,000<br />

1,750<br />

1,500<br />

1,250<br />

1,000<br />

750<br />

12/31/08<br />

01/31/09<br />

01/31/09<br />

02/28/09<br />

02/28/09<br />

03/31/09<br />

03/31/09<br />

04/30/09<br />

04/30/09<br />

05/3109<br />

06/30/09<br />

07/31/09<br />

08/31/09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Market Capitalization (USD mn)<br />

05/31/09<br />

06/30/09<br />

07/31/09<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

market<br />

capitalization<br />

moved between<br />

USD 864 - 2,915<br />

million in <strong>2009.</strong><br />

Market<br />

capitalization of<br />

<strong>Petrol</strong> <strong>Ofisi</strong> was<br />

USD 2,233 million<br />

as of December<br />

31, <strong>2009.</strong><br />

USD (mn) 31 December 2008 Minimum Maximum Average 31 December 2009<br />

<strong>Petrol</strong> <strong>Ofisi</strong> 998 864 2,915 1,908 2,233<br />

08/31/09<br />

09/30/09<br />

09/30/09<br />

10/31/09<br />

10/31/09<br />

11/30/09<br />

11/30/09<br />

12/31/09<br />

12/31/09


PETROL OFİSİ A.Ş. SUBSIDIARIES<br />

ERK PETROL MARMARA<br />

DEPOCULUK<br />

KIPET PO ALTERNATİF<br />

YAKITLAR<br />

PETROL OFİSİ A.Ş.<br />

PO GAZ<br />

İLETİM<br />

PO GEORGIA PO AKDENİZ<br />

RAFİNERİSİ<br />

ANNUAl rePort ‘09<br />

PO ARAMA<br />

ÜRETİM A.Ş.<br />

%99,96 %89,97 %52,00 %99,89 %99,75 %100,00 %99,99 %99,96<br />

Fuel Sale Storage Fuel Sale LNG Sale LNG Transfer Fuel Sale Rafinery E&P<br />

ERK PETROL YATIRIMLARI A.Ş.<br />

Capital TL 20,000,000<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %99,96<br />

Doğan Şirketler Grubu Holding A.Ş. %0,01<br />

Doğan Enerji Yatırımları %0,01<br />

Çelik Enerji Üretim A.Ş. %0,01<br />

Doğan Otomobilcilik Tic. ve San. %0,01<br />

Business Subject : The company was established to engage in the procurement and sale of fuel products, fuel-oil, petroleum<br />

products, LPG and other similar products within and outside of Turkey; to arrange for the distribution and storage thereof;<br />

to sell refinery by-products; to produce and blend all kinds of lubricants and greases and their by-products; to set up the<br />

necessary facilities for production and blending; to engage in the retail and wholesale, import and export thereof.<br />

MARMARA DEPOCULUK A.Ş.<br />

Capital TL 53,500,000<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %89,97<br />

Petline <strong>Petrol</strong> Ürünleri Tic. A.Ş. %10,00<br />

PO Akdeniz Rafinerisi %0,01<br />

Doğan Enerji Yatırımları A.Ş. %0,01<br />

ERK <strong>Petrol</strong> Yatırımları A.Ş. %0,01<br />

Business Subject : The company was established to engage in the storage of bulk petroleum products, packaged lubricants<br />

and preparations owned by third parties and to undertake general entrepot operation activities in order to meet the storage<br />

and management needs of those active in the petroleum market, subject to the <strong>Petrol</strong>eum Market Law number 5015, the<br />

<strong>Petrol</strong>eum Market Regulation and any related legislation and supplements and/or clauses acting as supplements.<br />

KIBRIS TÜRK PETROLLERİ LTD.<br />

Capital TL 2,086,774<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %52,00<br />

Türk Cemaat Meclisi Konsolide Fonu<br />

İnkişaf Sandığı %48,00<br />

Business Subject : The company was established in the Turkish Republic of Northern Cyprus to sell and distribute fuel products.<br />

103


104<br />

PETROL OFİSİ ALTERNATİF YAKITLAR TOPTAN SATIŞ A.Ş. (POAY)<br />

Capital TL 8,000,000<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %99,89<br />

Doğan Şirketler Grubu Holding A.Ş. %0,02<br />

Doğan Enerji Yatırımları A.Ş. %0,02<br />

Çelik Enerji Üretim A.Ş. %0,04<br />

ERK <strong>Petrol</strong> Yatırımları A.Ş. %0,02<br />

Business Subject : The company was established to undertake commercial activities in the natural gas market within and/or<br />

outside Turkey; to actively promote the use of natural gas; to locally procure or import natural gas, liquefied natural gas and<br />

similar products; to engage in the sale and marketing thereof within and/or outside Turkey; and to arrange for the distribution,<br />

storage and modulation of such products.<br />

PETROL OFİSİ GAZ İLETİM A.Ş. (POGİ)<br />

Capital TL 4,000,000<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %99,75<br />

Doğan Şirketler Grubu Holding A.Ş. %0,05<br />

Doğan Enerji Yatırımları A.Ş. %0,05<br />

Çelik Enerji Üretim A.Ş. %0,10<br />

ERK <strong>Petrol</strong> Yatırımları A.Ş. %0,05<br />

Business Subject : The company was established to undertake commercial activities in the natural gas market within and/<br />

or outside Turkey; to actively promote the use of natural gas; to undertake the transmission, filling, transportation, and<br />

delivery of liquefied natural gas, compressed natural gas and natural gas within and/or outside Turkey; to prepare projects<br />

for, construct and operate carrying devices and facilities for the performance of these activities; to conclude delivery and<br />

transportation agreements with other companies engaged in the natural gas market in Turkey; to transport the natural gas<br />

it receives with transportation vehicles; and to make the necessary arrangements for the storage and modulation of such<br />

products.<br />

PETROL OFİSİ GEORGIA LLC.<br />

Capital USD 2,000,000<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %100<br />

Business Subject : The company was established to procure and sell fuel products from domestic and foreign markets, to<br />

organize the distribution, storage and further sell refinery by-products within Georgia.


PETROL OFİSİ AKDENİZ RAFİNERİSİ SAN. TİC. A.Ş.<br />

Capital TL 50,000,000<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %99,9992<br />

POAY %0,0002<br />

POGİ %0,0002<br />

Doğan Enerji Yatırımları A.Ş. %0,0002<br />

ERK <strong>Petrol</strong> Yatırımları A.Ş. %0,0002<br />

ANNUAl rePort ‘09<br />

Business Subject : The company was established for the refining of crude oil, procurement, export, import and storage of<br />

crude oil and petroleum products; processing crude oil or semi-finished petroleum in refineries it owns, deriving from them<br />

all kinds of petroleum products, intermediate products and by-products; storing, handling, exporting products that are obtained<br />

by way of processing crude oil for these purposes and with an aim to carry out the activities specified, to construct,<br />

set-up, provide or procure all kinds of necessary devices, tools, materials, commodities and facilities; to process and/or<br />

cause to be processed, crude oil in refineries within and/or outside of Turkey.<br />

PETROL OFİSİ ARAMA ÜRETİM SAN. ve TİC. A.Ş.<br />

Capital TL 5,000,000<br />

Composition of Equity and Shareholders:<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. %99,96<br />

ERK <strong>Petrol</strong> Yatırımları A.Ş. %0,01<br />

PO Akdeniz Rafinerisi %0,01<br />

Doğan Enerji Yatırımları A.Ş. %0,01<br />

Mehmet KÖKSAL %0,01<br />

Business Subject : The company was established to conduct international activities of exploration for all kinds of natural<br />

resources, namely hydrocarbon oil, natural gas phases, carbon-dioxide, methane gas and all kinds minerals, industrial raw<br />

material on offshore and onshore, and for the development and production of explored licenses, transportation, storage<br />

and refinery and marketing and to obtain exploration and production licenses; to transfer the license through farm-in and<br />

farm-out and to partner in other licenses; and to export and import hydrocarbon and its products.<br />

105


106<br />

FINANCIAL HIGHLIGHTS<br />

SUMMARY FINANCIALS (TL)<br />

2007 2008 2009<br />

Current Assets 2,475,760,056 3,382,641,971 3,185,449,277<br />

Fixed Assets 3,310,412,101 3,552,446,928 3,747,699,733<br />

Total Assets 5,786,172,157 6,935,088,899 6,933,149,010<br />

Current Liabilities 1,576,350,980 2,289,102,864 2,399,694,213<br />

Long Term Liabilities 1,559,290,918 1,892,553,891 1,518,688,797<br />

Minority <strong>In</strong>terest 4,602,888 6,396,477 16,180,137<br />

Shareholders’ Equity 2,645,927,371 2,747,035,667 2,998,585,863<br />

Net Sales 13,479,745,446 17,194,444,698 14,094,912,129<br />

Gross Profit 923,257,497 1,204,270,390 1,016,021,464<br />

EBIT 532,110,408 812,040,084 628,174,959<br />

EBITDA 644,415,941 933,348,088 782,334,306<br />

Net Profit 310,708,212 100,906,803 287,355,386<br />

EBIT: Earnings before interest and taxes<br />

EBITDA: Earnings before interest, taxes, depreciation and amortization<br />

EBITDA: EBIT + Depreciation & Amortization<br />

KEY RATIOS<br />

2007 2008 2009<br />

Gross Margin (%) 6.85 7.00 7.21<br />

EBITDA Margin (%) 4.78 5.43 5.55<br />

Net Margin (%) 2.31 0.59 2.04<br />

Return on Equity (%) 12.44 3.73 9.96<br />

Return on Average Capital Employed* (%) 15.21 25.29 19.17<br />

EBITDA/Net <strong>In</strong>terest Expense (x) -90.6 8.5 7.3<br />

Earnings (per share) 0.565 0.175 0.498<br />

* EBIT is adjusted for goodwill amortization in ROACE calculation.<br />

Return on Equity (ROE): Net <strong>In</strong>come / Average Shareholder’s Equity<br />

Return on Average Capital Employed (ROACE): EBIT (1-tax rate) / Average Capital Employed<br />

Capital Employed: Net Debt + Shareholders’ Equity + Minority Share<br />

Net Debt: Eurobond + Murabaha Syndications + Loans from Banks + Financial Leasing - Cash


CAPITAL EXPENDITURES* (USD Million)<br />

153<br />

173<br />

233<br />

222<br />

2006<br />

2007 2008 2009<br />

* Figures are from cash flow statements<br />

NET SALES (USD Million)<br />

9,615<br />

10,366<br />

13,251<br />

9,119<br />

2006 2007 2008 2009<br />

EBITDA (USD Million)<br />

421<br />

496<br />

719<br />

506<br />

2006 2007 2008 2009<br />

ANNUAl rePort ‘09<br />

Retail expenditures constituted majority of capital<br />

expenditures and exploration & production in <strong>2009.</strong><br />

Total CAPEX reached USD 222 million.<br />

<strong>In</strong> 2009, net sales declined compared to 2008<br />

because of shrinking market and oil prices and<br />

also the major impact of the volatility in the dollar<br />

currency.<br />

<strong>In</strong> 2009, EBITDA declined compared to 2008 due to<br />

ceiling price application and global fluctuations.<br />

107


108<br />

TOTAL ASSETS (USD Million)<br />

ROACE<br />

4,289<br />

4,968<br />

4,586 4,605<br />

2006 2007 2008 2009<br />

14.1%<br />

15.2%<br />

25.3%<br />

19.2%<br />

2006 2007 2008 2009<br />

<strong>In</strong> 2009, total assets increased 0.03% on the basis of<br />

TL 4.1% on the basis of USD and reached USD 4,605<br />

million.<br />

Since from the merger on 2002 the average return<br />

on capital rose while in 2009 showed a slight decline<br />

with the effects of the global markets


MARKET SHARES AS OF DECEMBER 31, 2009<br />

Source: PETDER<br />

1997 1998 1999<br />

2000<br />

July<br />

ANNUAl rePort ‘09<br />

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009<br />

Diesel 42.1 39.1 33.8 28.8 29.0 35.1 36.9 36.0 35.8 34.9 33.6 29.9 28.3 27.9<br />

Gassoline 28.5 24.7 24.5 19.2 19.9 25.6 27.1 26.4 25.6 25.7 25.8 24.4 24.2 23.5<br />

42.1<br />

28.5<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

45.7%<br />

39.1<br />

Other<br />

54.3%<br />

24.7<br />

33.8<br />

24.5<br />

Before Privatisation<br />

1997 1998 1999 2000<br />

July<br />

28.8 29.0<br />

19.2<br />

19.9<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

27.9%<br />

Other<br />

72.1%<br />

PETROL OFİSİ MARKET SHARES (AFTER & BEFORE PRIVATISATION)<br />

35.1<br />

25.6<br />

36.9 36.0 35.8 34.9<br />

27.1<br />

26.4<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

23.5%<br />

Other<br />

76.5%<br />

25.6<br />

After Privatisation<br />

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009<br />

25.7<br />

33.6<br />

25.8<br />

Diesel Gassoline<br />

29.9<br />

24.4<br />

<strong>Petrol</strong> <strong>Ofisi</strong><br />

18.1%<br />

Other<br />

81.9%<br />

Black Products Diesel Gasoline Auto-LPG<br />

28.3 27.9<br />

24.2<br />

23.5<br />

109


110<br />

MARKET DEMAND<br />

Market Demand Breakdown (mio tons) 2008 2009 09/08 (%)<br />

Diesel 14.02 13.47 -3.9<br />

Auto-LPG + Gasoline 4.41 4.54 2.9<br />

Jet A1* 2.16 2.25 4.2<br />

Black Products 2.76 1.92 -30.5<br />

Lubricants 0.33 0.28 -16.6<br />

LNG* 0.35 0.35 0.0<br />

Total Market Demand 24.03 22.80 -5.1<br />

*Company Estimate<br />

Black Products<br />

19.9%<br />

Jet A1<br />

18.6%<br />

Black Products<br />

11.5%<br />

Jet A1*<br />

9.0%<br />

Auto-LPG +<br />

Gasoline<br />

18.4%<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Product Breakdown(mton) 2008 2009 09/08 (%)<br />

Diesel 3.97 3.79 -5.2<br />

Auto-LPG + Gasoline 0.96 0.94 -2.0<br />

Jet A1 1.54 1.63 5.8<br />

Black Products 1.65 0.88 -46.8<br />

Lubricants 0.08 0.07 -13.3<br />

LNG 0.07 0.07 -2.8<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Total Sales Volume* 8.27 7.35 -11.1<br />

*Jet A1 Sales are not included.<br />

Auto-LPG +<br />

Gasoline<br />

11.6%<br />

Lubricants<br />

1.4%<br />

Lubricants<br />

1.0%<br />

2008<br />

Source: PETDER and <strong>Petrol</strong> <strong>Ofisi</strong><br />

Kerosene sales are included in Gasoil volume<br />

2008<br />

Source: PETDER and <strong>Petrol</strong> <strong>Ofisi</strong><br />

Kerosene sales are included in Gasoil volume<br />

LNG*<br />

1.5%<br />

LNG<br />

0.9%<br />

Diesel<br />

58.3%<br />

PETROL OFİSİ SALES VOLUME AND BREAKDOWN<br />

Diesel<br />

48.0%<br />

Jet A1*<br />

9.9%<br />

Auto-LPG +<br />

Gasoline<br />

19.9%<br />

Jet A1<br />

22.2%<br />

Black Products<br />

8.4%<br />

Black Products<br />

11.9%<br />

Auto-LPG +<br />

Gasoline<br />

12.8%<br />

Lubricants<br />

1.2%<br />

Lubricants<br />

0.8%<br />

2009<br />

Source: PETDER and <strong>Petrol</strong> <strong>Ofisi</strong><br />

Kerosene sales are included in Gasoil volume<br />

2009<br />

Source: PETDER and <strong>Petrol</strong> <strong>Ofisi</strong><br />

Kerosene sales are included in Gasoil volume<br />

LNG*<br />

1.5%<br />

LNG*<br />

0.9%<br />

Diesel<br />

59.1%<br />

Diesel<br />

51.2%


AUTO - LPG<br />

ANNUAl rePort ‘09<br />

2006 2007 2008 2009<br />

Petrogaz Stations 805 804 720<br />

Contracted Stations 654 504 465 320<br />

PO/gaz Stations 190 438 1.321<br />

Total Stations 1,459 1,498 1,623 1,641<br />

Total Market Share (%)* 20.0% 20.3% 19.1% 18.1%<br />

Total Market (000 tons)* 1,784 2,007 2,111 2,300<br />

* Source: PETDER<br />

100%<br />

80%<br />

60%<br />

40%<br />

20%<br />

0%<br />

LUBRICANTS<br />

1,459<br />

1,498 1,623 1,641<br />

2006 2007 2008 2009<br />

Contracted Stations Petrogaz Stations PO/gaz Stations<br />

Ton (000mt) 2006 2007 2008 2009<br />

Production 103.7 92.0 85.3 71.1<br />

Domestic Sales 96.7 76.7 69.8 60.1<br />

Exports 9.4 12.4 12.9 11.7<br />

Total Sales 106.1 89.2 82.7 71.8<br />

111


112<br />

IMPORT RATIOS<br />

(%) 2006 2007 2008 2009<br />

Unleaded Gasoline 54 44 0 0<br />

Diesel 51 51 54 57<br />

Jet A-1 17 8 0 0<br />

White Products * 44 40 37 36<br />

Black Products ** 18 19 7 4<br />

Average 40 35 30 32<br />

* White Products: Gasoline, diesel, jet fuel, kerosene<br />

** Black Products: Fuel oil, heating oil<br />

RETAIL PRICES 2009<br />

Retail Sales Price<br />

(included VAT) TL<br />

Unleaded<br />

Gasoline (95)<br />

Unleaded<br />

Gasoline (97)<br />

Rural Diesel Diesel Fuel Oil No. 6<br />

Brent (Dtd)<br />

USD/Barrel<br />

End of 2008 2.75 2.82 2.34 2.42 0.89 36.55<br />

End of 2009 3.64 3.67 2.88 3.02 1.40 77.67<br />

09/08 (%) 32 30 23 25 57 113<br />

RETAIL PRICES 2009<br />

80<br />

75<br />

70<br />

65<br />

60<br />

55<br />

50<br />

45<br />

40<br />

35<br />

Dec-08<br />

Brent (Dtd)<br />

USD/Barrel<br />

31.12.2008<br />

36.55<br />

Jan-09<br />

Feb-09<br />

23.03.2009<br />

51.88<br />

Mar-09<br />

Apr-09<br />

May-09<br />

11.06.2009<br />

71.46<br />

Jun-09<br />

13.07.2009<br />

58.59<br />

Jul-09<br />

07.08.2009<br />

74.49<br />

Aug-09<br />

29.09.2009<br />

64.32<br />

Sep-09<br />

Oct-09<br />

18.11.2009<br />

78.86<br />

Nov-09<br />

31.12.2009<br />

77.67<br />

Dec-09


<strong>Petrol</strong> ofisi A.Ş.<br />

CorPorAte GoVerNANCe PrINCIPles<br />

CoMPlIANCe rePort


114<br />

1. CORPORATE GOVERNANCE PRINCIPLES<br />

COMPLIANCE REPORT<br />

<strong>Petrol</strong> <strong>Ofisi</strong> has adopted the Corporate Governance<br />

Principles accepted and announced by the Capital<br />

Markets Board on 4 July 2003, and intends to continue<br />

developing practices and principles that will<br />

serve to the best interests of the Company. <strong>Petrol</strong><br />

<strong>Ofisi</strong> promotes corporate governance principles within<br />

the context of equality, independence, discipline,<br />

transparency, social responsibility, accountability and<br />

responsibility. During the period ending 31 December<br />

2009, the company adhered to the corporate governance<br />

principles issued by the Capital Markets Board<br />

of Turkey, except for the matters listed below:<br />

The Company’s Articles of Association do not contain<br />

provisions concerning:<br />

•<br />

•<br />

•<br />

•<br />

•<br />

<strong>In</strong>dividuals’ right to appoint special auditors,<br />

the appointment of independent members to<br />

the Board of Directors,<br />

stakeholders’ right to participate in company<br />

management,<br />

application of cumulative voting to elect board<br />

members,<br />

authorization of the General Assembly to make<br />

decisions concerning the following: divisions<br />

and share exchanges resulting in changes in the<br />

ownership and management structure of the<br />

company; the sale/purchase, lease or rental of<br />

significant amounts of tangible and intangible<br />

assets; significant donations and charitable<br />

contributions; and the issuance of guarantees<br />

like securities and mortgages in favor of third<br />

parties.<br />

2. SHAREHOLDERS<br />

2.1 <strong>In</strong>vestor Relations Department<br />

The company is committed to meeting all its obligations<br />

with respect to the protection of investors’<br />

rights within the framework of its Articles of Association<br />

and the relevant legislation. Accordingly, it has<br />

formed an in-house <strong>In</strong>vestor Relations Department<br />

(ir@poas.com.tr) to quickly and accurately respond to<br />

investor inquiries. <strong>In</strong> accordance with the principles of<br />

equality, transparency, accountability and responsibility,<br />

this department answers all questions that do not<br />

involve trade secrets and ensures continuous commu-<br />

nication between investors and the management. The<br />

head of this department reports directly to the Board<br />

of Directors.<br />

The main functions of the department are as follows:<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

to reply to all written and verbal questions of<br />

investors regarding the company, subject to the<br />

relevant legislation, except where undisclosed<br />

information and trade secrets are involved,<br />

to ensure the maintenance of accurate, safe<br />

and up-to-date investor records,<br />

to ensure that General Assemblies are held in<br />

keeping with the current legislation and the Articles<br />

of Association,<br />

to make available all documents required at<br />

General Assemblies, to keep records of General<br />

Assembly results and to convey these results to<br />

investors upon request,<br />

to monitor all matters pertaining to public disclosures,<br />

including legislation and the company’s<br />

disclosure policy,<br />

to conduct capital market activities (e.g., material<br />

disclosures, Capital Markets Board and<br />

Istanbul Stock Exchange Relations, capital increases,<br />

public offers, dividend payments),<br />

to prepare the documents necessary for ensuring<br />

the timely notification of major changes in<br />

the Company’s financial, operational and administrative<br />

dimensions to the local/foreign investors<br />

through a single source and to provide<br />

the necessary information to the investors,<br />

to establish the financial contributions of new<br />

strategies and decisions that will influence the<br />

Company’s market value, and to conduct the<br />

necessary work so as to ensure that these contributions<br />

are perceived as positive developments<br />

by the investment circles,<br />

to enhance awareness about the Company in<br />

the international financial markets; to emphasize<br />

its competitive advantages, and to utilize<br />

various instruments such as roadshows, teleconferences,<br />

e-mail and fax messages, analysts’<br />

presentations, direct information, and disclosures/announcements<br />

so as to render <strong>Petrol</strong><br />

<strong>Ofisi</strong> a preferred company in the developing<br />

markets,<br />

to provide the financial and operational data<br />

needed by analysts for use in their reporting<br />

and modeling activities; and to arrange for the<br />

review and correction of the reports prior to<br />

being published,


•<br />

•<br />

•<br />

•<br />

to establish the shareholding structure of current<br />

investors; to prepare a database covering<br />

detailed information about investors; to periodically<br />

revise and update the subject database;<br />

to arrange for the utilization of any and all<br />

instruments including outside opportunities for<br />

detecting potential investors; to follow up the<br />

composition of local/ foreign shares listed in the<br />

Istanbul Stock Exchange and major changes in<br />

the transaction volume thereof, and to submit<br />

information in relation to the developments to<br />

the top level management when necessary,<br />

to follow up and make evaluations in relation to<br />

industry analysis and reports prepared by local/<br />

foreign research houses and investment institutions<br />

about the current and potential developments<br />

in the oil industry; to compare such data<br />

with those currently used by the Company; to<br />

establish their weak and strong aspects, and to<br />

provide information to the top level management<br />

on the subject,<br />

to act in coordination with related units for the<br />

preparation and updating of the presentations<br />

for the Company’s local/international promotion<br />

and information meetings, as well as documents<br />

that will provide answers to probable<br />

questions that may be posed by investors during<br />

such meetings,<br />

to assist independent audit companies during<br />

the preparation stage of the Company’s financial<br />

reports in accordance with the <strong>In</strong>ternational<br />

Financial Reporting Standards (IFRS); to prepare<br />

a summary of the reports issued as such<br />

and submit them to local/foreign investors, and<br />

to prepare documents and information that will<br />

constitute replies to probable questions of investors.<br />

All inquiries received from investors during the reporting<br />

period were answered in accordance with current<br />

legislation. There exist no verbal or written complaints<br />

or any administrative/legal proceeding filed against<br />

our Company in relation to the exercise of investors’<br />

rights, during the year <strong>2009.</strong><br />

2.2 Exercise of Shareholders’ Right to Obtain<br />

<strong>In</strong>formation<br />

<strong>In</strong> 2009, information requests addressed to the company<br />

primarily involved the cash dividend performed<br />

during the relevant period, transactions related to old<br />

series of share certificates and the fines imposed by<br />

ANNUAl rePort ‘09<br />

EMRA. An agreement was concluded with T. İş Bankası<br />

A.Ş. with the aim of ensuring that the transactions related<br />

to old series of share certificates were conducted<br />

by experts under more secure conditions and for<br />

making it easier for our shareholders throughout the<br />

country to exercise their rights. <strong>In</strong> 2009, 59 shareholders<br />

applied to <strong>Petrol</strong> <strong>Ofisi</strong> for exercising their right to<br />

use their new share coupons, dividend coupons and<br />

for obtaining information on other matters. All information<br />

requests were provided in an accurate and<br />

timely manner, transactions related to old series were<br />

forwarded to T. İş Bankası and cash dividends have<br />

been payed by the Company. Transactions related to<br />

old series of share certificates were performed by T.<br />

İş Bankası A.Ş. Details related to such transactions as<br />

well as the necessary contact information were announced<br />

to the public with a material disclosure and<br />

also displayed on our web site.<br />

To ensure that shareholders fully exercise their right<br />

to obtain information, all information not classified<br />

as trade secret under the current legislation is announced<br />

in national newspapers. Such information<br />

is also sent to the Public Disclosure Platform through<br />

material disclosures in keeping with the Capital Markets<br />

Board Communiqué.<br />

All shareholders are treated equally and no discrimination<br />

was made with respect to the exercise of their<br />

right to obtain and evaluate information. Accordingly,<br />

information on the above-mentioned issues are publicly<br />

available on the company’s website at www.poas.<br />

com.tr. To ensure the effective exercise of shareholders’<br />

right to obtain information, the company’s website<br />

offers a separate section under “<strong>In</strong>vestor Relations”,<br />

which is constantly updated.<br />

All announcements related to capital increase and Annual<br />

Meetings made in 2009 were placed in newspapers published<br />

throughout the country, as well as our web site.<br />

The right of minority shareholders to require the General<br />

Assembly to appoint a special auditor is regulated<br />

in accordance with the relevant legislation. The company’s<br />

Articles of Association do not include any additional<br />

provisions in this regard. There have been no<br />

requests for the appointment of special auditors.<br />

On 28 November 2005, transactions started for the<br />

registration with the Central Registration Board of the<br />

share certificates listed in the Stock Exchange, and<br />

our Company’s public shares physically placed in the<br />

custody of Takasbank, as well as its non-public shares<br />

were duly registered.<br />

115


116<br />

2.3. <strong>In</strong>formation on the General Assembly<br />

The Ordinary General Assembly was held on April 22,<br />

<strong>2009.</strong> The quorum achieved in this meeting was 94.%.<br />

At the ordinary general shareholders’ meeting, approval<br />

was given for increasing the capital to TL<br />

577,500,000 and for 2008 year financials, and the<br />

member of the Board of Directors and members of<br />

the Board of Auditors were released.<br />

Notices concerning the following and similar matters<br />

were made to the Istanbul Stock Exchange through<br />

material disclosures and to the public through the<br />

Official Gazette and two newspapers: the date, location<br />

and agenda of the meeting; forms of proxies; the<br />

fact that the balance sheet, the income statement, a<br />

summary of the independent auditors’ report and the<br />

latest version of the Company’s Articles of Association<br />

for the relevant period would be made available<br />

to all shareholders at the company’s headquarters at<br />

least 15 days before the General Assembly; and the<br />

fact that shareholders need to apply to the company<br />

at least one week before the General Assembly in order<br />

to obtain their admission cards and that, in cases<br />

of attendance by proxy, notarized proxy statements<br />

were to be submitted to the company. <strong>In</strong>vitations<br />

to the holders of bearer share certificates were sent<br />

through registered mail.<br />

<strong>In</strong>formation about the general shareholders’ meeting<br />

was entered into the database of the Central Registration<br />

Agency, which greatly facilitated the applications<br />

shareholders willing to attend meetings must make.<br />

Prior to the General Assembly, representatives of foreign<br />

investors were asked whether they wished to<br />

add any items onto the agenda; however no requests<br />

were made in this respect.<br />

During the General Assembly, shareholders were recognized<br />

the right to ask questions; but no questions<br />

were posed. Neither were any suggestions made<br />

by shareholders during the same meeting. Minority<br />

shareholders holding 1.054.926 shares in the aggregate<br />

voiced negative opinions regarding donations<br />

made to various organizations and institutions in<br />

2008.<br />

The minutes, lists of participants, agendas and announcements<br />

of the company’s General Assemblies<br />

are available in the “<strong>In</strong>vestor Relations” section of the<br />

company’s website.<br />

Decisions concerning such issues as the division of the<br />

company and the sale, purchase and lease of significant<br />

amounts of assets are made in accordance with<br />

the relevant legislation and the company’s Articles of<br />

Association.<br />

Only the shareholders and employees of the company<br />

are allowed to attend general shareholders’ meetings.<br />

These meetings are not open to other stakeholders or<br />

media members.<br />

2.4. Voting Rights and Minority Rights<br />

<strong>In</strong> our Company, we refrain from practices that complicate<br />

the exercise of the voting rights and ensure that<br />

each shareholder votes in the most practical way possible.<br />

According to the company’s Articles of Association,<br />

each share is entitled to one vote. There are no privileges<br />

regarding voting rights. No investor is involved in<br />

a cross-shareholding relation with the company.<br />

The Articles of Association do not provide for the representation<br />

of minority shares in management. The<br />

optional cumulative voting procedure is not applied<br />

at the company’s General Assemblies.<br />

2.5. Dividend policy and deadline for dividend<br />

distribution<br />

Distribution policy of our Company has been defined as:<br />

“The dividends that become payable within the framework<br />

of the legislation applicable to our Company and<br />

the resolutions of our General Shareholders Assembly,<br />

shall be duly distributed to the shareholders in the form<br />

of cash and/or bonus shares, with due consideration<br />

to the basic economic indicators that prevail in the<br />

finance markets and to ensuring that the Company’s<br />

financial structure can be optimized.” Shareholders<br />

were informed of the fact that the distribution policy<br />

will continue as it is in 2009 as well.<br />

<strong>In</strong> 2009, no cash share was distributed to the shareholders.<br />

The capital of the company was raised from<br />

550,000,000 TL to 577,500,000 TL and bonus share<br />

was distributed to the shareholders at the rate of 5%.<br />

There are no privileged dividend rights.<br />

2.6. Transfer of Shares<br />

There are no restrictions on the transfer of bearer<br />

shares. <strong>In</strong> relation to the transfer of Class A registered<br />

shares or Class B registered shares, the share pur-


chase agreement between OMV Aktiengesellschaft<br />

and Doğan Şirketler Grubu Holding A.Ş. contains certain<br />

requirements such as the transferors’ obligation to<br />

obtain the consent of non-transferors. Article 8 of the<br />

Articles of Association specifies in detail the terms and<br />

conditions governing the transfer of registered shares.<br />

3. PUBLIC DISCLOSURE AND<br />

TRANSPARENCY<br />

3.1. Company’s Disclosure Policy<br />

The company discloses information to shareholders and<br />

investors in accordance with relevant legislation and the<br />

principles specified by the Capital Markets Board and the<br />

Istanbul Stock Exchange. The company holds announcement<br />

meetings at its headquarters and issues reports<br />

with a view to providing financial and operational information<br />

in relation to its business and financial results.<br />

The only exception to this is trade secrets or information<br />

that has not yet been disclosed to the public. The company<br />

invites investors, analysts and members of the press<br />

to these meetings, where presentations are made by senior<br />

executives. Corporate reports are sent to analysts<br />

and investors and are also published on the company’s<br />

website. Additional announcements can also be made to<br />

the press in cases of important changes and events, even<br />

if these are not specified in the relevant legislation.<br />

3.2. Material Disclosures<br />

The objective is to provide timely and accurate information<br />

to shareholders and other stakeholders in keeping<br />

with relevant legislation. During the year 2009, 50 material<br />

disclosures were made in accordance with Capital<br />

Markets Board Communiqué No. 54. All of the disclosures<br />

were also sent by Public Disclosure Platform.<br />

The company is not listed on foreign stock exchanges.<br />

Therefore, no material disclosures were made abroad.<br />

Since all material disclosures were made on time in<br />

2009, no sanctions were imposed by the Capital Markets<br />

Board.<br />

Material disclosures are made by the <strong>In</strong>vestor Relations<br />

Department.<br />

3.3. The Company’s Website and its Contents<br />

The company’s website is at www.poas.com.tr, where<br />

the majority of the information specified in the Capi-<br />

ANNUAl rePort ‘09<br />

tal Markets Board’s Corporate Governance Principles<br />

is publicly available. <strong>In</strong>formation available on this<br />

website includes the following:<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

Trade registry information<br />

Communication information<br />

<strong>In</strong>formation on products<br />

Corporate Governance Compliance Reports<br />

Board of Directors<br />

Current shareholding structure<br />

Company’s Articles of Association<br />

Annual reports<br />

Material disclosures made since 2001<br />

Agendas, lists of participants and minutes of<br />

the General Assemblies held during the last five<br />

years<br />

Disclosure related to old series of share certificates<br />

Forms for voting by proxy<br />

Periodic financial statements and independent<br />

auditors’ reports of the last five years<br />

Capital increase table<br />

Dividend distribution table<br />

Share certificate information<br />

Reports of rating institutions<br />

Company values and ethical rules<br />

The following information is not available on the company’s<br />

website for the following reasons:<br />

•<br />

•<br />

•<br />

There are no prospectuses or explanatory<br />

notes, because no public offers were made in<br />

2009<br />

All Board decisions that may affect the prices<br />

of capital markets instruments are disclosed<br />

through material disclosures in accordance<br />

with the law<br />

Disclosures regarding purchases and sales of<br />

the company’s capital market instruments affected<br />

during the previous year by board members,<br />

executives and shareholders who directly<br />

or indirectly own 5% of the company’s capital<br />

are made by the relevant individuals in accordance<br />

with the law.<br />

Efforts are ongoing to facilitate the use of the company’s<br />

website by shareholders and other users.<br />

3.4. Disclosure of the Company’s Ultimate-<br />

Controlling <strong>In</strong>dividual Shareholder(s)<br />

<strong>In</strong>dividuals who hold ultimate-controlling shares as of<br />

end of 2008, are listed in the following table.<br />

117


118<br />

ÖIAG Free Float IPIC<br />

Free Float<br />

Aydın Doğan<br />

Foundation<br />

Aydın Doğan ve<br />

Doğan Family<br />

Adil Bey Holding<br />

A.Ş.<br />

Free Float<br />

%31,50 %48,50 %20,00 %0,19 %13,52 %52,00 %34,29<br />

%34,00 %13,27 %52,73<br />

Doğan Holding and OMV Aktiengesellschaft’s respective shares in the Company were 54.17% and 41.58%<br />

as of 31 December 2009 following the purchases they made from the ISE.<br />

Changes in our Company’s shareholding structure and<br />

management control, are disclosed to the public in accordance<br />

with the Capital Market legislation and the<br />

Capital Markets Board arrangements. Doğan Holding<br />

and OMV Aktiengesellschaft’s respective shares in the<br />

Company were 54.17% and 41.58% as of 31 December<br />

2009 following the purchases they made from the ISE.<br />

3.5. Disclosure of Persons who May Obtain<br />

<strong>In</strong>sider <strong>In</strong>formation<br />

Decision-making executives and employees who perform<br />

work for the implementation of such decisions<br />

have possible access to information that may influence<br />

the share price of the company. Relevant legislation<br />

prohibits such persons from using such information<br />

with a view to obtaining benefits for themselves<br />

or for other people.<br />

4. STAKEHOLDERS<br />

4.1. <strong>In</strong>forming Stakeholders<br />

4.1.1. Employees<br />

<strong>In</strong> 2009,<br />

•<br />

Leadership Team comprised of the CEO, the<br />

Directors and the direct report Managers was<br />

established, which is planned to hold weekly<br />

meetings to discuss the developments in the<br />

world, the country, the industry and the Com-<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

pany activities and to plan the actions to be<br />

taken accordingly.<br />

The “Fuel Trading Operations” unit followed up<br />

the world energy trends and established the<br />

supply policies to be implemented, and weekly<br />

meetings were held with the top level management<br />

where supply and hedging policies were<br />

discussed.<br />

<strong>In</strong>formation was furnished to Company em-<br />

ployees during meetings with wide scale participation,<br />

on macroeconomic developments<br />

in the world and in Turkey, by experts on the<br />

subject<br />

Meetings on “Evaluations for 2008 / Targets for<br />

2009” were held by the Company CEO, during<br />

which information related to the Company’s activities<br />

and performance was shared with the<br />

employees.<br />

<strong>In</strong>formation, including messages from the man-<br />

agement, corporate activities, social announcements,<br />

was exchanged among all employees<br />

through the “Communication Boards” installed<br />

at the Head Office, terminals, regional offices,<br />

storage facilities and Aviation directorates.<br />

An <strong>In</strong>tranet site has already been in action<br />

through which all employees could access information<br />

on <strong>Petrol</strong> <strong>Ofisi</strong> and follow up important<br />

developments.<br />

Corporate, operational and internal commu-<br />

nication schedules related to the activities to<br />

be performed by the Company throughout the<br />

year, were prepared and discussed at Weekly<br />

Leadership Team meetings and shared with all<br />

employees through the <strong>In</strong>tranet.


4.1.2 Other Stakeholders<br />

<strong>In</strong>formation is provided to our stakeholders on important<br />

developments related to the Company through<br />

visual and written press and other media instruments,<br />

the <strong>In</strong>ternet, the material disclosures made to the Istanbul<br />

Stock Exchange and press conferences. Our<br />

stakeholders can easily access all information pertaining<br />

to the Company and its shares through the written<br />

press and Material Disclosures made to the Istanbul<br />

Stock Exchange, by contacting the <strong>In</strong>vestor Relations<br />

Department or the “Alo Takas” and “Alo MKK” lines.<br />

The Company stakeholders, investors and analysts<br />

can also easily obtain information pertaining to the<br />

Company’s financial statements, annual reports and<br />

presentations, by entering our web page or contacting<br />

our <strong>In</strong>vestor Relations Department.<br />

4.2. Participation of Stakeholders in<br />

Management<br />

No model is available for stakeholder participation in<br />

the company’s management.<br />

4.3. Human resources policy<br />

As <strong>Petrol</strong> <strong>Ofisi</strong>, our Human Resources Policy is to attain<br />

sustainable high performance by developing a Human<br />

Resources System and Processes that will maximize<br />

the efficiency and productivity of our most valuable<br />

asset –our human resources. The company supports<br />

employees in order for them to become: welcoming<br />

of change and innovation, creative and dynamic, effective<br />

in managing change, strong in adding value<br />

and in teamwork, customer-oriented and environmentally<br />

aware.<br />

<strong>In</strong> 2009, <strong>Petrol</strong> <strong>Ofisi</strong> restructured its Territory and Lubricant<br />

organizations in line with the company strategies,<br />

and the Human Resources policy was reformulated<br />

accordingly.<br />

Implementing an “<strong>In</strong>tegrated Human Resources Model”,<br />

human resources management aims at making<br />

the company a “Highly Preferred Employer”. Human<br />

Resources Management of <strong>Petrol</strong> <strong>Ofisi</strong> uses a processoriented<br />

approach in developing recruitment, training,<br />

performance evaluation and compensation management<br />

procedures.<br />

Our primary aim in recruitment and employment<br />

processes is to attract the most talented profession-<br />

ANNUAl rePort ‘09<br />

als and to reach the candidates that will make longterm<br />

contributions to work results. Priority is given<br />

to internal candidates whenever a new open position<br />

becomes available. All recruitment and employment<br />

techniques are designed and implemented with the<br />

aim of placing the right person in the right job. Skill<br />

evaluation is first formed in the company and external<br />

recruitment processes are started only when a suitable<br />

internal candidate is not available. <strong>In</strong> this process, job<br />

advertisements are placed on career websites or in<br />

the press, and a database search is conducted among<br />

existing applicants.<br />

All new recruits are presented with an orientation set<br />

on their first day of employment, which is followed by<br />

introductory meetings with all relevant departments<br />

and with visits to terminals, Atatürk Air Supply Facilities,<br />

Lubricant Plant and fuel stations. The company<br />

aims to grow by recruiting open-minded and talented<br />

employees with high performance and customer satisfaction<br />

goals.<br />

Performance Management Processes at <strong>Petrol</strong> <strong>Ofisi</strong><br />

aim to create a high-performing and winning corporate<br />

culture based on stimulating high performance in<br />

individuals and teams. <strong>In</strong> 2009, employees have been<br />

evaluated on performance indicators such as target<br />

realization, contribution to company priorities, leadership,<br />

taking responsibility, and teamwork-conducive<br />

attitudes and behaviour.<br />

With Training and Development Performance Management<br />

processes, <strong>Petrol</strong> <strong>Ofisi</strong> provides employees<br />

with individualized development plans in order to<br />

help them reach their designated performance targets.<br />

The company’s aim is to design training programs<br />

that help the employees to further develop their required<br />

skills and competencies and lead to concrete<br />

improvements in business results. <strong>In</strong> 2009, the training<br />

sessions that aimed at developing job specific and<br />

behavioural competencies addressed topics such as<br />

Performance Enhancing Coaching, Problem Solving<br />

and Decision Making Techniques, Effective Presentation<br />

Techniques, Finance for Non-economists, Time<br />

Management, Stress-Coping Skills, Costumer Management<br />

and Team Work. Various training programs were<br />

also organized to support our HSE (Health-Safety-Environment)<br />

principles. A total of 3,592 man/day training<br />

programs were provided in <strong>2009.</strong> Of this number,<br />

internal training programs accounted for 1,767 man/<br />

days.<br />

<strong>Petrol</strong> <strong>Ofisi</strong>’s compensation scheme is designed to attract<br />

the best professional talent to the Company, to<br />

119


120<br />

reward performance and keep the Company competitive<br />

in the employment market. Salary increases and<br />

bonuses are performance-driven and aim at developing<br />

individual performance to create a top performance,<br />

“winning” corporate culture.<br />

Different social and communication platforms were<br />

created in 2009 to demonstrate corporate culture, to<br />

strengthen the <strong>Petrol</strong> <strong>Ofisi</strong> team spirit and to foster<br />

a sense of social belonging. These included meetings<br />

where business results were shared with employees,<br />

routine luncheons with the CEO, the publication of PO<br />

News - an internal e-bulletin for employees, special<br />

day celebrations and social activities. <strong>Petrol</strong> <strong>Ofisi</strong> employees<br />

were also encouraged to participate in social<br />

responsibility projects.<br />

As of 31 December 2009, <strong>Petrol</strong> <strong>Ofisi</strong> has a total of 1,044<br />

employees, 601 white-collar and 443 blue-collar workers.<br />

48% of all employees hold an undergraduate or<br />

graduate degree. The average age of employees is 36.<br />

4.4. <strong>In</strong>formation on relations with customers<br />

and suppliers<br />

Customer relations:<br />

The leading fuel distribution company in Turkey, <strong>Petrol</strong><br />

<strong>Ofisi</strong>, is an organization committed to meeting the<br />

expectations of its customers at the highest level. <strong>Petrol</strong><br />

<strong>Ofisi</strong> reaches its customers all over Turkey through<br />

its broad station network, and seeks to come to the<br />

fore with the high quality service it provides in every<br />

region it operates in, making customer satisfaction its<br />

basic principle.<br />

<strong>In</strong> 2009, vital applications such as licenses, <strong>Petrol</strong> <strong>Ofisi</strong><br />

Dealer Agreements, Clean and Well Maintained Operation<br />

Sites, Health Safety Environment Conditions<br />

and Standardized Products were continued to be implemented<br />

for the station network. Efforts made with<br />

the objective of preventing customer complaints beforehand<br />

are indicative of our customer-based service<br />

concept.<br />

•<br />

•<br />

To enhance and diversify the product and service<br />

quality, <strong>Petrol</strong> <strong>Ofisi</strong> has continued to carry<br />

out several activities in <strong>2009.</strong><br />

Personnel at the fuel stations received trainings<br />

in 2009 to help maintain and improve the quality<br />

of the stations’ physical environment and<br />

services. Training programs typically included<br />

topics on fuel products, services, HSE (Health-<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

Safety-Environment) and operational management.<br />

The internal communication and training magazine<br />

İstasyonum (My Station) was continued to<br />

be published in <strong>2009.</strong><br />

<strong>Petrol</strong> <strong>Ofisi</strong> has held promotional and advertising<br />

campaigns to emphasize its commitment to<br />

its new products and services through the technological<br />

investments it has made in <strong>2009.</strong><br />

The most important part of the integrated automation<br />

system is the “Satellite Tracking System”.<br />

This enables the online, real-time tracking<br />

via satellite of all fuel sales and fuel storage<br />

tank levels at stations in the principal network,<br />

thus ensuring the maintenance of fuel quality<br />

on a 24/7 basis, all the way from terminal to<br />

fuel pump.<br />

The V/Max product range includes the gasoline<br />

brands V/Max Unleaded 95 and V/Max Unleaded<br />

97, and the diesel brands V/Max EuroDizel<br />

and V/Max EuroDizel 10. These products improve<br />

vehicle performance, provide fuel economy<br />

and protect the engine.<br />

V/Max Unleaded 95 provides high performance<br />

and fuel economy by protecting the engine<br />

thanks to the strong detergent additive in its<br />

formula. The special Friction Modifier additive<br />

in the formula provides maximum economy<br />

by reducing the friction and preventing energy<br />

loss.<br />

V/Max Unleaded 97 improves vehicle performance<br />

with its high octane number and superior<br />

formula that cleanses the engine. Providing<br />

fuel economy with the lubricant feature that<br />

reduces the friction between cylinders and piston,<br />

V/Max Unleaded 97 offers <strong>Petrol</strong> <strong>Ofisi</strong> customers<br />

higher performance, engine cleansing<br />

and economy.<br />

Developed specially for Turkey, V/Max EuroDizel<br />

rids the engine of metal particles thanks<br />

to the anti-metal additive it contains, and provides<br />

engine cleansing and fuel economy by the<br />

strong detergent additive in its the formula. V/<br />

Max EuroDizel improves engine performance<br />

and reduces engine knocking, ensuring quiet<br />

and smooth driving with the highest cetane<br />

number available.<br />

V/Max Eurodizel 10 contains 80% less sulphur<br />

and 60% less nitrogen oxide. Clean diesel V/<br />

Max Eurodizel 10 protects both the engine and<br />

the environment and provides fuel economy by<br />

regular ignition. Moreover, the product price is<br />

at the same level with products of higher sulphur<br />

content.


•<br />

•<br />

•<br />

•<br />

Company’s Direct Fuel Delivery System (DDS)<br />

ensures that the quality chain remains unbroken<br />

and that top quality <strong>Petrol</strong> <strong>Ofisi</strong> fuels reach<br />

the end customer at the point of sale in prime<br />

condition and without being contaminated<br />

with other products. The state-of-the-art road<br />

tankers that are part of the Direct Fuel Delivery<br />

System enable the constant monitoring of<br />

products until they reach fuel stations. Activated<br />

in August 2002, the system is becoming<br />

more widespread with each passing day. This<br />

will eventually reduce environmental pollution<br />

and accident risks, since the fuel transportation<br />

in Turkey will mostly be performed by highquality<br />

road rankers conducted by specially<br />

trained operators.<br />

<strong>In</strong> order to maintain its position in a competitive<br />

market and to protect the benefits of its<br />

shareholders, <strong>Petrol</strong> <strong>Ofisi</strong> puts emphasis on the<br />

concept of customer loyalty and has continued<br />

to carry out its activities regarding the Positive<br />

Card customer loyalty program in <strong>2009.</strong> Alliances<br />

and collaborations were established to<br />

include additional benefits regarding health<br />

and insurance into Positive Card which offers<br />

many benefits to <strong>Petrol</strong> <strong>Ofisi</strong> customers. A consumer-friendly<br />

card application procedure was<br />

designed to promote the use of Positive Card<br />

all over Turkey. Consumers wishing to apply<br />

for the card only need to fill out an application<br />

form at any <strong>Petrol</strong> <strong>Ofisi</strong> fuel station or promotional<br />

desk.<br />

Committed to the idea of providing on-site<br />

service to customers, <strong>Petrol</strong> <strong>Ofisi</strong> has provided<br />

trainings on lubricants for manufacturers and<br />

technical personnel in 2009 by the Lubricant<br />

Training Truck which was first set up in 2002.<br />

The Marker test system is also continued to be<br />

carried out successfully. The marker test measures<br />

the concentration level of <strong>Petrol</strong> <strong>Ofisi</strong>’s<br />

unique chemical marker (a particular type of alkyl<br />

phenol- based dye) in the fuels, thus helping<br />

to ascertain whether or not fuels have been diluted<br />

or tampered with in any way. Marker tests<br />

are conducted once a month in all fuel stations<br />

by the professional teams of the subcontractor<br />

company. The results of marker tests reveal<br />

that <strong>Petrol</strong> <strong>Ofisi</strong> provides high-quality products<br />

for its customers.<br />

Our Customer Services Unit provides assistance<br />

to customers who reach us through various<br />

channels such as the tall-free consulting lines<br />

at 0 800 2110229 and 0 555 675 55 55 and the<br />

<strong>In</strong>ternet, for all matters.<br />

Supplier Relations:<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> procures a major part of its fuel product<br />

requirement from Tüpraş and imports the rest. <strong>Petrol</strong><br />

<strong>Ofisi</strong> has signed a supply contract with Tüpraş. This<br />

contract is based on the long-term and successful<br />

commercial relations that <strong>Petrol</strong> <strong>Ofisi</strong> has been enjoying<br />

with Tüpraş, its major supplier.<br />

We further have contracts and spot purchases for<br />

imported products. Our imports are mainly made<br />

from Russia, Israel, Ukraine, Greece, Italy, Malta and<br />

France<br />

4.5. Social Responsibility<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Health, Safety and Environmental (“HES”)<br />

Protection Policy:<br />

At <strong>Petrol</strong> <strong>Ofisi</strong>, occupational health, safety and environmental<br />

protection are a top priority in the company<br />

policies. Our main aim is to integrate the proactive<br />

approach into our professional life at all levels<br />

by creating awareness about the HSE system in order<br />

to avoid accidents, to prevent damage to people and<br />

facilities and to take environmental protection measures.<br />

It has been decided that all efforts with respect to<br />

Health, Safety and Environment related issues are to<br />

be grouped under the HSE Management System. <strong>In</strong>ternationally<br />

accepted protective systems based on<br />

risk evaluation are implemented in order to manage<br />

the Environmental Risks and Occupational Health and<br />

Safety Risks.<br />

Within this framework;<br />

•<br />

•<br />

•<br />

OHSAS 18001, ISO 14001, ISO 9001 <strong>In</strong>tegrated<br />

Management System internal audits were held<br />

at all terminals and lubricant facilities by BSI<br />

((British Standards <strong>In</strong>stitutions) in September<br />

and March. <strong>In</strong>ternal audits are carried out annually<br />

by individuals who have gone through<br />

internal audit training and completed the exam<br />

successfully. The reports are entered through<br />

QDMS.<br />

<strong>In</strong> 2009, Batman Terminal was covered by the<br />

ISO 9001, ISO 14001 and OHSAS 18001 <strong>In</strong>tegrated<br />

Management System and certified by<br />

BSI.<br />

<strong>In</strong> 2009, under the training plan, personnel<br />

were given courses on Safe Driving, Occupa-<br />

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122<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

tional Health and Safety Rules, Regulations,<br />

<strong>In</strong>dividual Protection Equipments, Working at<br />

Elevated Workplaces and Related Precautions,<br />

Electricity Risks, Tank Control, Emergency Situation<br />

<strong>In</strong>tervention, and Fire Fighting and Anti<br />

Debris Training (theoretical and practical). <strong>In</strong><br />

all <strong>Petrol</strong> <strong>Ofisi</strong>, 14,970 person/hour of total HSE<br />

training was provided.<br />

1,344 “Alert Notices” have been issued by our<br />

terminals and plants covered by the Management<br />

System, 88 “Near-Misses” have occurred,<br />

the required root cause analyses were made,<br />

and corrective and preventive action was taken.<br />

<strong>In</strong> 2009, 2 lost time incidents have occurred; 1<br />

at Haramidere Terminal and the other at the<br />

Atatürk Air Supply Office; 3 injuries have occurred;<br />

1 at Batman Terminal and 2 at head office;<br />

14 traffic accidents involving company vehicles,<br />

6 involving transportation vehicles and<br />

5 involving Jet Fuel Supply Vehicles have occurred.<br />

Accident investigations were conducted<br />

to determine the root cause of work accidents<br />

and necessary steps have been taken to ensure<br />

they don’t happen again.<br />

HSE manuals were published and distributed to<br />

fuel stations.<br />

New industrial refinery systems were installed<br />

at the İskenderun and Haramidere Terminals.<br />

5,437 HSE audits were conducted by territory<br />

managers at 2,970 fuel stations. The contractor<br />

firm has also performed HES audits at 1,066<br />

fuel stations.<br />

<strong>In</strong> our 47 facilities, including terminals, Lubri-<br />

cant Plant and air supply, 2,072 HSE audits were<br />

performed by the facility directorates.<br />

155 Fire Fighting and Evacuation drills were<br />

conducted in 48 locations including our plants<br />

and General Directorate building.<br />

11 Anti-Debris Trainings were implemented in<br />

9 coastal plants.<br />

Emission confirmation measurements were<br />

conducted in all air supply facilities that have<br />

emission licenses and the results were reported<br />

to Environment and Forestry Directorates of<br />

the relevant provinces.<br />

Under scope of Law 5312 on “the Principles of<br />

Emergency <strong>In</strong>tervention and Compensation of<br />

Damage in Cases of Polluting of the Sea Coast<br />

by Oil and Other Hazardous Substances” published<br />

by the Marine Under-secretariat within<br />

the framework of the circular entitled “Methods<br />

and Principles on the Training Seminars and<br />

Operation Programmes for the Preparation and<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

<strong>In</strong>tervention on Pollution from Oil and Other<br />

Hazardous Substances”, first and second level<br />

training seminars were held for 118 personnel<br />

to enable them to intervene in cases of emergency<br />

where oil spills and other hazardous substances<br />

cause coastal sea pollution.<br />

As part of the EU integration process, with the<br />

aim of forming a mechanism of auto-controlled<br />

supervision and environment management<br />

which will be established by the sector-specific<br />

actors, two separate regulations were published<br />

by the Ministry of Environment and Forestry;<br />

“Regulation on Environment Supervision” dated<br />

21 November 2008, and “Regulation on Permissions<br />

and Licenses under Environment Law”<br />

dated 24 April <strong>2009.</strong> As part of these regulations,<br />

15 <strong>Petrol</strong> <strong>Ofisi</strong> employees attended the<br />

environment officer trainings, implemented by<br />

the Ministry of Environment and Forestry, for<br />

100 hours.<br />

The Emission License was issued for our Derince<br />

Terminal.<br />

The Discharge Permit for our Antalya Terminal<br />

was renewed.<br />

The Emission License for our Kırıkkale Terminal<br />

was renewed.<br />

The Operating Certificate for our Derince Terminal<br />

was renewed.<br />

The Aliağa Terminal Coastal Plant Risk Assessment<br />

and Emergency Plan has been approved.<br />

The Discharge Permit for our Haramidere Terminal<br />

was renewed.<br />

The Emission License was issued for our HaramidereTerminal.<br />

The Discharge Permit for our İskenderun Terminal<br />

was renewed.<br />

EIA request has been filed to the Ministry of<br />

Environment and Forestry for the capacity increase<br />

of the port of Derince Terminal.<br />

EIA Affirmative Paper for the Yarımca LPG Plant<br />

has been granted.<br />

Social responsibility projects:<br />

<strong>Petrol</strong> <strong>Ofisi</strong>, which regards itself as a socially responsible<br />

corporate citizen, continued to conduct several<br />

social responsibility projects also in <strong>2009.</strong><br />

•<br />

<strong>Petrol</strong> <strong>Ofisi</strong> entered into a strategic alliance and<br />

partnership with the Turkish Community Volunteers<br />

Foundation (TOG) to help the university<br />

students around all parts of Turkey to build<br />

self-confidence and take active participation in


•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

social life. Through the synergy created among<br />

TOG and <strong>Petrol</strong> <strong>Ofisi</strong>’s wide social network, 16<br />

thousand young volunteers from 88 university<br />

clubs of 75 universities in 56 provinces took part<br />

in the project. The social responsibility project<br />

that is performed within the framework of this<br />

strategic alliance will enlighten the future. The<br />

“Dynamo Society Team”, created by <strong>Petrol</strong> <strong>Ofisi</strong><br />

employees that take part in the project developed<br />

within the scope of TOG, has provided a<br />

corporate identity for our company’s social responsibility<br />

activities.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Dynamo Society Team members<br />

help young people familiarize with business<br />

life. The members also participate in the Mentoring<br />

Project run by TOG to give support to<br />

the development of young people. Taking part<br />

in the scholarship committee of TOG, some of<br />

the volunteers from our company play an active<br />

role in selecting the students to be granted<br />

scholarships.<br />

Within this framework, the company encourages<br />

all its employees, retailers and shareholders<br />

to become “Community Volunteer”s, supports<br />

the civil initiatives formed by the young people<br />

in line with the local needs, and organizes activities<br />

which receive high participation.<br />

Since November 2008, our company has organized<br />

meetings in 16 provinces of Turkey which<br />

brought retailers and young volunteers together,<br />

and provided workshops that received high<br />

participation.<br />

Since 2005, <strong>Petrol</strong> <strong>Ofisi</strong> has been supporting the<br />

“Daddy, Send Me to School” project organized<br />

by Milliyet daily. <strong>Petrol</strong> <strong>Ofisi</strong>’s contribution so<br />

far supported the elementary school education<br />

of 500 young girls. The educations of 68 young<br />

girls are supported by <strong>Petrol</strong> <strong>Ofisi</strong> employees<br />

and dealers.<br />

As <strong>Petrol</strong> <strong>Ofisi</strong> we support non-governmental<br />

organizations such as the Turkish Foundation of<br />

the Hearing and Speech-Impaired (TIV) which<br />

aims to integrate hearing-impaired children<br />

into society by early intervention and rehabilitation.<br />

As well as implementing social responsibility<br />

projects as a socially responsible corporate citizen,<br />

<strong>Petrol</strong> <strong>Ofisi</strong> also participates in the projects<br />

of Private Sector Volunteer Support Association<br />

(ÖSGD), of which it is a corporate member. <strong>In</strong><br />

this framework, in 2009, within the scope of the<br />

“School Friend” Project a book reading activity<br />

aimed at the 3rd and the 4th graders and the “Career<br />

Seminar”, which aims to introduce different<br />

•<br />

ANNUAl rePort ‘09<br />

professions to the 7 th and the 8 th graders, were<br />

held in the Poligon Neighbourhood Kâzım Karabekir<br />

Elementary School. The “reading books<br />

on computers” project, which was carried out<br />

to provide learning opportunity for visuallyimpaired<br />

students, was implemented with the<br />

participation of <strong>Petrol</strong> <strong>Ofisi</strong> employees.<br />

<strong>In</strong> addition to <strong>Petrol</strong> <strong>Ofisi</strong> Elementary Schools in<br />

Batman and Ankara, <strong>Petrol</strong> <strong>Ofisi</strong> supports education<br />

by donating books, stationary and computers<br />

to schools in need across Turkey.<br />

4.6. Corporate Governance Actions<br />

<strong>Petrol</strong> <strong>Ofisi</strong> became a member to the Turkish Corporate<br />

Management Association (TKYD) working for ensuring<br />

that enterprises enhance their performances<br />

and become more competitive and well managed and<br />

provide their stakeholders with the maximum possible<br />

added value. Active participation is continuing.<br />

5. THE BOARD OF DIRECTORS<br />

5.1. The Structure and Composition of the<br />

Board of Directors<br />

The <strong>Petrol</strong> <strong>Ofisi</strong> Board of Directors shall be composed<br />

of six (6), eight (8) or ten (10) members elected by<br />

General Assembly. Of these, 4 are elected from among<br />

candidates nominated by Class B shareholders, with<br />

the remaining 4 coming from among those nominated<br />

by Class A shareholders. Should a vacancy occur on<br />

the Board of Directors due to such reasons as death,<br />

resignation or dismissal of a member, the vacant position<br />

is filled through an election held in accordance<br />

with Article 315 of the Turkish Commercial Code. If<br />

the position in question was vacated by a representative<br />

of Class A shareholders, the new member is also<br />

elected from among the candidates of this group. If<br />

the position in question was vacated by a representative<br />

of Class B shareholders, the new member is elected<br />

from among the candidates of this group.<br />

<strong>In</strong> 2009 Board of Directors was comprised of non executive<br />

members. With the current structure of the<br />

Company, non of <strong>Petrol</strong> <strong>Ofisi</strong> Board Members meets<br />

the independence criteria specified in the Corporate<br />

Governance Principles issued by the Capital Markets<br />

Board. Although we are of the opinion that the existence<br />

of independent members in the Board would<br />

contribute to even a more professional management<br />

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124<br />

Members of the Board of Directors<br />

MEMBER DUTY COMPANY<br />

Aydın DOĞAN * Chairman Doğan Şirketler Grubu Holding A.Ş.<br />

Tamas MAYER ** Vice Chairman OMV Aktiengesellschaft<br />

Hanzade DOĞAN BOYNER Member Doğan Şirketler Grubu Holding A.Ş.<br />

İmre BARMANBEK Member Doğan Şirketler Grubu Holding A.Ş.<br />

M. Ergun KURAN Member Doğan Şirketler Grubu Holding A.Ş.<br />

Manfred LEITNER Member OMV Aktiengesellschaft<br />

Daniel TURNHEIM*** Member OMV Aktiengesellschaft<br />

Stefan WALDNER*** Member OMV Aktiengesellschaft<br />

* Aydın DOĞAN has resigned his positions as Chairman and Board of Directors Member on 11 February 2010. Hanzade<br />

DOĞAN BOYNER has been appointed Chairwoman and Yahya ÜZDİYEN has been appointed member of the Board of<br />

Directors.<br />

** Tamas MAYER has been appointed Vice Chairman to replace Gerhard ROISS as of 17 December <strong>2009.</strong><br />

*** On 17 December 2009, Daniel TURNHEIM and Stefan WALDNER have been appointed members of the Board of Directors<br />

to replace Gerhard ROISS and David Charles DAVIES.<br />

system, we need a certain transition period for achieving<br />

this status. There are no restrictions or rules that<br />

prevent Board members from accepting other jobs<br />

outside of <strong>Petrol</strong> <strong>Ofisi</strong>.<br />

5.2. Qualifications of Board Members<br />

<strong>In</strong> addition to the minimum qualifications specified<br />

in the Articles of Association, Board members are expected<br />

to have attained a certain level of experience<br />

and distinction in their careers. They are also expected<br />

to be able to read and analyze financial tables and<br />

statements; to have a basic understanding of the legal<br />

arrangements to which the company is subject in the<br />

performance of its daily and long-term operations,<br />

and to be able and determined to attend all Board<br />

meetings during the financial year.<br />

<strong>In</strong> order to qualify as a Board member, candidates<br />

need to have a record free of any prior convictions for<br />

attempting or participating in any of the crimes specified<br />

in the Corporate Governance Principles.<br />

No training or orientation programs for Board members<br />

have so far been necessary. Such programs shall<br />

be organized by the Corporate Governance Committee,<br />

if needed.<br />

5.3. Risk Management and <strong>In</strong>ternal Audit<br />

Mechanism<br />

Risk Management and <strong>In</strong>ternal Control activities in<br />

the company are being executed by the <strong>In</strong>ternal Audit,<br />

Risk Management, Financial Control Management<br />

and Operational Control Management departments<br />

structured under Compliance and Control Directorate<br />

as of April 2007. Compliance and Control Director<br />

reports to the Audit Committee of the Board of Directors.<br />

Audit Committee examines the reports prepared<br />

by Compliance and Control Directorate and submits<br />

determined items to the Board of Directors.<br />

Risk Management aims to describe the risks which can<br />

negatively affect the Company’s objectives, and to establish<br />

a system to manage those risks proactively. <strong>In</strong><br />

this context, risk prioritization study was completed;<br />

risk measurement, assessment and control studies<br />

have been initiated in coordination with related departments.<br />

<strong>In</strong> order to ensure that risk assessment is<br />

efficiently used within the decision making process,


the results of these studies are used in the establishment<br />

of the strategic processes and for the determination<br />

of audit requirements.<br />

<strong>In</strong>ternal Audit Department analyses the processes to<br />

assure the compliance of activities with the rules and<br />

regulations and to increase their efficiency; and then<br />

assists in providing solutions to mitigate or eliminate<br />

risks in coordination with the related departments.<br />

Through the regular audit program that is set in line<br />

with the risk prioritization study, it assesses the efficiency<br />

of internal controls and monitors corrective actions<br />

of the related findings.<br />

Operational Control and Financial Control Departments<br />

follow changes in rules regulations and coordinate<br />

the compliance process of the company’s activities<br />

to the new regulations. They propose changes to<br />

the processes, by assessing activities according to the<br />

requirements by means of control systems designed<br />

specifically for this purpose.<br />

5.4. Authority and Responsibilities of Board<br />

Members and Executives<br />

The Board of Directors is the administrative organ<br />

representing the company. The Board of Directors has<br />

both the obligation and the authority to perform all<br />

duties other than those assigned to the General Assembly<br />

by law and by the company’s Articles of Association.<br />

According to Article 139 of the Turkish Commercial<br />

Code and the company’s Articles of Association, the<br />

Board of Directors is entitled to delegate some or all<br />

of its managerial and representational powers to one<br />

or several members; or jointly to one member and a<br />

non-member executive, such as the General Manager<br />

or one or more managers. It is also entitled to form<br />

internal or external executive committees in order to<br />

delegate its powers and obligations.<br />

5.5. Activities of the Board of Directors<br />

Agendas of Board meetings are determined in accordance<br />

with the requirements of the company’s business,<br />

as well as economic developments in Turkey and<br />

the world. The Board of Directors meets when the Company<br />

business necessitates and at least once a month.<br />

Twelve board meetings were held in <strong>2009.</strong> Agendas<br />

and accompanying documents are sent to Board members<br />

at least one week before the relevant meeting.<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> matters specified in Section IV/Article 2.17.4 of the<br />

CMB’s Corporate Governance Principles, members are<br />

required to attend Board meetings in person.<br />

The meeting quorum for all meetings of the Board<br />

of Directors shall be attained if each member of the<br />

Board of Directors nominated by the shareholders<br />

holding the A Group shares and shareholders holding<br />

B Group registered shares is present and all decisions<br />

of the Board of Directors shall require the affirmative<br />

votes of all members of the Board of Directors nominated<br />

by the shareholders holding the A Group shares<br />

and shareholders holding B Group registered shares.<br />

Each member has only one vote and members of the<br />

Board have equal voting rights.<br />

There is a Board of Directors Secretariat to determine<br />

the methods for preparing the agendas for Board<br />

meetings, decide on the number of meetings to be<br />

held as well as the methods and processes related to<br />

participation and announcements during the period,<br />

and to provide information to and maintain communications<br />

with Board members on all matters.<br />

No opposite votes have been casted in any of the<br />

board meetings held in <strong>2009.</strong><br />

5.6. Prohibition of Carrying out Transactions<br />

and Competing with the Company<br />

The General Assembly is entitled to permit the situations<br />

specified in Articles 334 and 335 of the Turkish<br />

Commercial Code. The permission in question was<br />

granted for 2009 by the General Assembly and there<br />

were no cases of conflicting interests.<br />

5.7. Ethical Rules<br />

The ethical rules of our company are stated below.<br />

•<br />

•<br />

•<br />

•<br />

•<br />

To act in compliance with laws, regulations and<br />

company procedures.<br />

To carry out <strong>Petrol</strong> <strong>Ofisi</strong> activities with honesty<br />

and openness.<br />

To keep the information regarding <strong>Petrol</strong> <strong>Ofisi</strong><br />

A.Ş. confidential.<br />

To treat <strong>Petrol</strong> <strong>Ofisi</strong> employees fairly and to provide<br />

them with opportunities of career development.<br />

To avoid any business activities related with oil<br />

or lubricant manufacturing, transportation or<br />

trade.<br />

125


126<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

•<br />

To be a good representative of the corporate<br />

identity of <strong>Petrol</strong> <strong>Ofisi</strong> in all activities and contacts<br />

with dealers, contractors and customers<br />

and to adopt the following principles:<br />

− To avoid receiving financial benefits from<br />

third parties (dealers, contractors, customers).<br />

− To avoid receiving direct or indirect benefits<br />

from third parties (dealers, contractors, customers)<br />

such as payment, service or debt.<br />

− To avoid accepting gifts from third parties<br />

(dealers, contractors, customers), except for<br />

the promotional items with a value less than<br />

50 US dollars.<br />

To support the Company in attaining the profitability<br />

aims by acting in a way that will promote<br />

the benefits of the Company shareholders.<br />

To select subcontractor firms carefully and to<br />

protect <strong>Petrol</strong> <strong>Ofisi</strong>’s interests in making decisions<br />

regarding investment, purchase and expenditure.<br />

To perform honest and open business relations<br />

with subcontractor firms.<br />

To respect competition rules.<br />

To avoid using Company’s activities, assets or<br />

information to gain benefits for oneself or third<br />

parties.<br />

To record all procedures in the company records<br />

in a correct and complete way and to account<br />

for all the procedures, if necessary.<br />

To inform the <strong>Petrol</strong> <strong>Ofisi</strong> management in case<br />

a relative is working in the client, dealer or rival<br />

companies.<br />

To ensure that books, articles and essays related<br />

with company’s activities are not published<br />

without management’s knowledge or<br />

approval.<br />

Corporate Values of <strong>Petrol</strong> <strong>Ofisi</strong> that have been established<br />

during the wide scale participation meetings<br />

under the heading “From the Most Significant to the<br />

Better” are stated below;<br />

•<br />

•<br />

•<br />

•<br />

•<br />

Good company in the front of the laws, the<br />

community and its stakeholders.<br />

Company with a vision, which establishes its<br />

strategies together with its stakeholders and<br />

reflects them upon business results.<br />

Pioneering and innovative Company which reshapes<br />

the rules.<br />

Customer-oriented Company, all activities of<br />

which are triggered by its customers.<br />

Company with a Health, Safety and Environment<br />

awareness.<br />

•<br />

•<br />

•<br />

Open and transparent Company where information<br />

can be explicitly shared, with an understanding<br />

of cooperation and a spirit of solidarity.<br />

Participating Company where distances among<br />

communications and relations have been eliminated.<br />

Company working for 24 hours a day.<br />

5.8. Number, Structure and <strong>In</strong>dependence of<br />

the Committees established by the Board of<br />

Directors<br />

There are two committees that report to the Board<br />

of Directors. Audit committee analyses financial statements<br />

before presenting them to the approval of the<br />

Board of Directors for public disclosure.<br />

The function of the Corporate Governance Committee<br />

is to direct, coordinate and supervise departmental<br />

activities, and to perform the improvement work necessary<br />

for compliance with the Company’s Corporate<br />

Governance Principles, with a view to strengthening<br />

the corporate structure.<br />

None of the Company’s Audit and Corporate Governance<br />

Committee members have executive positions.<br />

5.9. Remuneration of the Board of Directors<br />

The rights, benefits and salaries of Board members<br />

are determined annually by the General Assembly. <strong>In</strong><br />

the Regular General Assembly it was decided for each<br />

member to receive a monthly gross salary of 5,000 TL.<br />

<strong>In</strong> 2009, no dividends were paid to Board Members.<br />

The company does not provide loans, extend credits<br />

under the name of “personal credits” through third<br />

parties or provide warranties such as securities to any<br />

Board member or manager.


<strong>Petrol</strong> ofisi A.Ş.<br />

CoNsolIDAteD fINANCIAl stAteMeNts AND<br />

INDePeNDeNt AUDItors’ rePort<br />

ANNUAl rePort ‘09<br />

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128<br />

CONVENIENCE TRANSLATION OF THE REPORT AND THE FINANCIAL STATEMENTS<br />

ORIGINALLY ISSUED IN TURKISH<br />

To the Board of Directors of<br />

PETROL OFİSİ A.Ş.<br />

INDEPENDENT AUDITORS’ REPORT<br />

We have audited the accompanying consolidated financial statements of <strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. (the “Company”) and<br />

its subsidiaries (together the “Group”) which comprise the consolidated balance sheet as at December 31, 2009,<br />

and the consolidated statement of comprehensive income, statement of changes in equity and cash flow statement<br />

for the year then ended, and a summary of significant accounting policies and other explanatory notes.<br />

Management’s Responsibility for the Financial Statements<br />

Management is responsible for the preparation and fair presentation of these financial statements in accordance<br />

with accounting standards published by Capital Markets Board. This responsibility includes: designing,<br />

implementing and maintaining internal control relevant to the preparation and fair presentation of financial<br />

statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate<br />

accounting policies; and making accounting estimates that are reasonable in the circumstances.<br />

Auditor’s Responsibility<br />

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We<br />

conducted our audit in accordance with auditing standards published by Capital Markets Board. Those standards<br />

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance<br />

whether the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the<br />

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of<br />

the risks of material misstatement of the financial statements, whether due to fraud or error. <strong>In</strong> making those<br />

risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation<br />

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but<br />

not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also<br />

includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates<br />

made by management, as well as evaluating the overall presentation of the financial statements.<br />

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit<br />

opinion.


Opinion<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> our opinion, the accompanying consolidated financial statements give a true and fair view of the financial<br />

position of <strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. and its subsidiaries as of December 31, 2009, and of its financial performance and<br />

its cash flows for the year then ended in accordance with the financial reporting standards published by Capital<br />

Markets Board.<br />

Without qualifying our opinion, as explained in footnotes, the Company has restated some opening balances in<br />

the current period in accordance with Financial Reporting Standards issued by Capital Markets Board.<br />

İstanbul, February 24, 2010<br />

DRT BAĞIMSIZ DENETİM VE SERBEST MUHASEBECİ MALİ MÜŞAVİRLİK A.Ş.<br />

Member of DELOITTE TOUCHE TOHMATSU<br />

Gökhan Alpman<br />

Partner<br />

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130<br />

CONTENTS PAGE<br />

CONSOLIDATED BALANCE SHEET .......................................................................................................... 131<br />

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................................................. 133<br />

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY........................................................................... 134<br />

CONSOLIDATED STATEMENT OF CASH FLOWS ...................................................................................... 135<br />

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ............................................................................. 136-215<br />

NOTE 1 ORGANIZATION AND OPERATIONS OF THE COMPANY ......................................................... 136<br />

NOTE 2 BASIS OF PRESENTATION OF FINANCIAL STATEMENTS ......................................................... 138<br />

NOTE 3 BUSINESS COMBINATIONS .................................................................................................... 160<br />

NOTE 4 PARTNERSHIPS ...................................................................................................................... 160<br />

NOTE 5 SEGMENTAL INFORMATION .................................................................................................. 160<br />

NOTE 6 CASH AND CASH EQUIVALENTS ............................................................................................ 163<br />

NOTE 7 FINANCIAL ASSETS ................................................................................................................ 163<br />

NOTE 8 FINANCIAL BORROWINGS ..................................................................................................... 165<br />

NOTE 9 OTHER FINANCIAL LIABILITIES ............................................................................................... 168<br />

NOTE 10 TRADE RECEIVABLES AND PAYABLES ..................................................................................... 169<br />

NOTE 11 OTHER RECEIVABLES AND PAYABLES ..................................................................................... 171<br />

NOTE 12 RECEIVABLES AND PAYABLES FROM FINANCIAL SECTOR OPERATIONS ................................. 172<br />

NOTE 13 INVENTORIES.......................... .............................................................................................. 172<br />

NOTE 14 BIOLOGICAL ASSETS .............................................................................................................. 172<br />

NOTE 15 RECEIVABLES FROM ONGOING CONSTRUCTION CONTRACTS AND ACCRUED INCOME ....... 172<br />

NOTE 16 INVESTMENTS VALUED BY EQUITY METHOD ........................................................................ 172<br />

NOTE 17 INVESTMENT PROPERTY ....................................................................................................... 172<br />

NOTE 18 TANGIBLE FIXED ASSETS ........................................................................................................ 173<br />

NOTE 19 INTANGIBLE ASSETS .............................................................................................................. 175<br />

NOTE 20 GOODWILL ............................................................................................................................ 176<br />

NOTE 21 GOVERNMENT GRANTS AND INCENTIVES ............................................................................ 177<br />

NOTE 22 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS ..................................... 177<br />

NOTE 23 COMMITMENTS .................................................................................................................... 180<br />

NOTE 24 EMPLOYMENT BENEFITS ....................................................................................................... 181<br />

NOTE 25 RETIREMENT BENEFITS ......................................................................................................... 181<br />

NOTE 26 OTHER SHORT/LONG TERM ASSETS AND SHORT/LONG TERM LIABILITIES ........................... 182<br />

NOTE 27 EQUITY .................................................................................................................................. 183<br />

NOTE 28 SALES AND COST OF SALES ................................................................................................... 186<br />

NOTE 29 RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SALES AND<br />

DISTRIBUTION EXPENSES, GENERAL ADMINISTRATIVE EXPENSES ........................................ 187<br />

NOTE 30 EXPENSES BY NATURE ........................................................................................................... 187<br />

NOTE 31 OTHER OPERATING INCOME AND EXPENSE .......................................................................... 189<br />

NOTE 32 FINANCE INCOME ................................................................................................................. 190<br />

NOTE 33 FINANCE EXPENSES ............................................................................................................... 190<br />

NOTE 34 ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS ................................................. 190<br />

NOTE 35 TAX ASSETS AND LIABILITIES ................................................................................................. 191<br />

NOTE 36 EARNINGS PER SHARE ........................................................................................................... 194<br />

NOTE 37 RELATED PARTY TRANSACTIONS ........................................................................................... 195<br />

NOTE 38 NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS ........................... 198<br />

NOTE 39 FINANCIAL INSTRUMENTS<br />

(EXPLANATIONS RELATED TO FAIR VALUE AND HEDGE ACCOUNTING) ................................ 213<br />

NOTE 40 SUBSEQUENT EVENTS ........................................................................................................... 215<br />

NOTE 41 OTHER EVENTS THAT SIGNIFICANTLY AFFECT THE FINANCIAL STATEMENTS OR<br />

OTHER ISSUES REQUIRED FOR THE CLEAR UNDERSTANDING OF FINANCIAL STATEMENTS . 215


PETROL OFİSİ A.Ş.<br />

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

Current Period Prior Period<br />

December 31, 2008<br />

Notes December 31, 2009<br />

(Restated)<br />

ASSETS<br />

Current Assets 3.185.449.277 3.382.641.971<br />

Cash and Cash Equivalents 6 1.390.184.476 1.535.732.285<br />

Financial <strong>In</strong>struments 7 56.837.207 104.937.763<br />

Trade Receivables 10 868.470.755 824.837.441<br />

Other Trade Receivables 10 865.394.785 822.043.263<br />

Due from Related Parties 37 3.075.970 2.794.178<br />

Other Receivables 11 16.925.280 60.119.021<br />

<strong>In</strong>ventories 13 797.958.417 779.647.973<br />

Other Current Assets 26 55.073.142 77.367.488<br />

Long Term Assets 3.747.699.733 3.552.446.928<br />

Trade Receivables 10 10.623.701 6.464.094<br />

Other Receivables 11 667.263 906.808<br />

Financial Assets 7 135.892 135.892<br />

Tangible Fixed Assets 18 1.357.409.333 1.218.531.916<br />

<strong>In</strong>tangible Fixed Assets 19 35.039.117 8.658.935<br />

Goodwill 20 2.230.454.638 2.230.454.638<br />

Deferred Tax Assets 35 1.705.532 744.904<br />

Other Long Term Assets 26 111.664.257 86.549.741<br />

TOTAL ASSETS 6.933.149.010 6.935.088.899<br />

The consolidated financial statements prepared as of and for the period ended December 31, 2009 have been approved<br />

by the Board of Directors on February 24, 2010.<br />

The accompanying notes form an integral part of these consolidated financial statements.<br />

131


132<br />

PETROL OFİSİ A.Ş.<br />

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

Current Period Prior Period<br />

December 31, 2008<br />

Notes December 31, 2009<br />

(Restated)<br />

LIABILITIES<br />

Short Term Liabilities 2.399.694.213 2.289.102.864<br />

Financial Borrowings 8 547.907.431 130.391.967<br />

Other Financial Liabilities 9 4.857.012 18.844.919<br />

Trade Payables 10 1.449.880.125 1.696.574.277<br />

Other Trade Payables 10 1.449.324.826 1.694.539.381<br />

Due to Related Parties 37 555.299 2.034.896<br />

Other Payables 11 311.839.327 377.375.900<br />

Current Tax Liability 35 13.896.505 759.625<br />

Provisions 22 39.595.199 28.396.553<br />

Other Short Term Liabilities 26 31.718.614 36.759.623<br />

Long Term Liabilities 1.518.688.797 1.892.553.891<br />

Financial Borrowings 8 870.560.142 853.112.442<br />

Trade Payables 10 584.335.822 966.823.460<br />

Other Payables 11 980.099 804.620<br />

Provisions 22 2.594.584 2.008.360<br />

Provisions for Employment Benefits 24 10.890.856 10.125.903<br />

Deferred Tax Liabilities 35 49.317.129 59.664.698<br />

Other Long Term Liabilities 26 10.165 14.408<br />

SHAREHOLDERS’ EQUITY 3.014.766.000 2.753.432.144<br />

Parent Company Shareholders’ Equity 27 2.998.585.863 2.747.035.667<br />

Paid-in Capital 27 577.500.000 550.000.000<br />

<strong>In</strong>flation Adjustment of Capital 874.738.210 874.738.210<br />

Additional Paid in Capital 27 247.461.598 247.461.598<br />

Share Issue Premium 1.831.496 1.831.496<br />

Currency Translation Reserve 169.488 164.996<br />

Restricted Reserves Assorted from Profit 27 231.886.143 227.256.811<br />

Retained Earnings 27 777.643.542 744.675.753<br />

Net Profit for the Period 287.355.386 100.906.803<br />

Minority <strong>In</strong>terest 27 16.180.137 6.396.477<br />

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 6.933.149.010 6.935.088.899<br />

The accompanying notes form an integral part of these consolidated financial statements


PETROL OFİSİ A.Ş.<br />

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

Notes<br />

Current Period<br />

January 1-December<br />

31, 2009<br />

ANNUAl rePort ‘09<br />

Prior Period<br />

January 1-<br />

December 31, 2008<br />

(Restated)<br />

CONTINUED OPERATIONS<br />

Sales Revenue (net) 28 14.094.912.129 17.194.444.698<br />

Cost of Sales (-) 28 (13.078.890.665) (15.990.174.308)<br />

GROSS PROFIT/LOSS 1.016.021.464 1.204.270.390<br />

Research and Development Expense(-) 29 (1.653.750) -<br />

Marketing, Sales and Distribution Expenses (-) 29 (302.778.577) (314.877.024)<br />

General Administration Expenses (-) 29 (83.414.178) (77.353.282)<br />

Other Operating <strong>In</strong>come 31 24.584.246 16.997.665<br />

Other Operating Expenses (-) 31 (41.422.914) (45.780.816)<br />

OPERATING PROFIT/LOSS 611.336.291 783.256.933<br />

Finance <strong>In</strong>come 32 930.345.542 793.568.726<br />

Finance Expense (-) 33 (1.177.709.456) (1.444.280.068)<br />

PROFIT BEFORE TAXATION FROM CONTINUED<br />

OPERATIONS 363.972.377 132.545.591<br />

Tax <strong>In</strong>come/Expenses From Continued Operations 35 (72.194.471) (29.843.104)<br />

- Current Tax <strong>In</strong>come/Expense (81.404.794) (21.121.567)<br />

- Deferred Tax <strong>In</strong>come/Expense 9.210.323 (8.721.537)<br />

PROFIT/LOSS FROM CONTINUED OPERATIONS 291.777.906 102.702.487<br />

PROFIT/LOSS FOR THE PERIOD 291.777.906 102.702.487<br />

Other comprehensive income<br />

Currency Translation Reserve 4.492 201.493<br />

<strong>In</strong>come tax relating to components of other<br />

comprehensive income - -<br />

Other comprehensive income for the period, net of tax 4.492 201.493<br />

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 291.782.398 102.903.980<br />

Distribution of Profit/Loss for the Period<br />

Minority <strong>In</strong>terest 27 4.422.520 1.795.684<br />

Parent Company Share 287.355.386 100.906.803<br />

Distribution of Total Comprehensive <strong>In</strong>come for the<br />

Period<br />

Minority <strong>In</strong>terest 27 4.422.520 1.795.684<br />

Parent Company Share 287.359.878 101.108.296<br />

Earnings Per Share 36 0,498 0,175<br />

The accompanying notes form an integral part of these consolidated financial statements<br />

133


134<br />

PETROL OFİSİ A.Ş.<br />

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

Total<br />

Equity<br />

Minority<br />

<strong>In</strong>terest<br />

Parent<br />

Company<br />

Equity<br />

Period<br />

Profit/Loss<br />

Retained<br />

Earnings<br />

Currency<br />

Translation<br />

Reserve<br />

Restricted<br />

Reserves<br />

Assorted<br />

from Profit<br />

Share<br />

Issue<br />

Premium<br />

Additional<br />

Paid-in<br />

Capital<br />

<strong>In</strong>flation<br />

adjustment<br />

of Capital<br />

Note Capital<br />

January 1, 2008<br />

492.000.000 874.738.210 247.461.598 1.831.496 208.523.681 (36.497) 510.700.671 310.708.212 2.645.927.371 4.602.888 2.650.530.259<br />

Transfers from<br />

retained earnings 58.000.000 - - - 18.733.130 - 233.975.082 (310.708.212) - - -<br />

Minority’s share in<br />

capital increase - - - - - - - - - 150 150<br />

Minority interest - - - - - - - - - (2.245) (2.245)<br />

Total comprehensive<br />

income for the period<br />

- - - - - 201.493 - 105.466.655 105.668.148 1.795.684 107.463.832<br />

December 31, 2008<br />

(as reported) 27 550.000.000 874.738.210 247.461.598 1.831.496 227.256.811 164.996 744.675.753 105.466.655 2.751.595.519 6.396.477 2.757.991.996<br />

January 1, 2009<br />

(as previously<br />

reported) 550.000.000 874.738.210 247.461.598 1.831.496 227.256.811 164.996 744.675.753 105.466.655 2.751.595.519 6.396.477 2.757.991.996<br />

Adjustment effects<br />

(Note 2.4, 2.6) - - - - - - (35.809.682) (4.559.852) (40.369.534) (40.369.534)<br />

January 1, 2009<br />

(as restated) 550.000.000 874.738.210 247.461.598 1.831.496 227.256.811 164.996 708.866.071 100.906.803 2.711.225.985 6.396.477 2.717.622.462<br />

Transfers from<br />

retained earnings 27 27.500.000 - - - 4.629.332 - 68.777.471 (100.906.803) - - -<br />

Minority’s share in<br />

capital increase - - - - - - - - - 5.363.310 5.363.310<br />

Dividend paid to<br />

minorities - - - - - - - - - (2.170) (2.170)<br />

Total comprehensive<br />

income for the period - - - - - 4.492 - 287.355.386 287.359.878 4.422.520 291.782.398<br />

December 31, 2009 27 577.500.000 874.738.210 247.461.598 1.831.496 231.886.143 169.488 777.643.542 287.355.386 2.998.585.863 16.180.137 3.014.766.000<br />

The accompanying notes form an integral part of these consolidated financial statements


PETROL OFİSİ A.Ş.<br />

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

January 1 -<br />

January 1 -<br />

December 31,<br />

December 31,<br />

2008<br />

Cash flows from operating activities Notes<br />

2009 (Restated))<br />

<strong>In</strong>come before taxation 363.972.377 132.545.591<br />

Adjustments to reconcile net income to net cash from operating activities:<br />

Amortization and depreciation 18,19 154.159.347 121.308.004<br />

<strong>In</strong>crease in retirement pay provision 24 2.751.364 3.471.080<br />

<strong>In</strong>terest (income)/expense – net 32,33 245.340.400 200.929.009<br />

Gain/loss on sale of fixed assets 31 (5.517.411) 751.956<br />

Doubtful receivable provision – net 10 7.915.782 11.218.468<br />

Deferred finance (income)/ expense – net 32,33 (520.138) (2.879.883)<br />

Change in fair value of derivative instruments 7,9 68.566.205 (193.156.723)<br />

Provision for litigation and other provision 14.443.001 9.157.173<br />

Accrued foreign exchange loss/(gain) on letter of credits and bank loans (10.835.746) 216.978.885<br />

Net cash before changes in operating assets and liabilities 840.275.181 500.323.560<br />

(<strong>In</strong>crease)/decrease in trade receivables (55.188.564) 350.213.943<br />

(<strong>In</strong>crease)/decrease in other receivables 11 43.433.286 (9.317.674)<br />

(<strong>In</strong>crease)/decrease in inventories 13, 2.4 (68.268.000) (33.070.402)<br />

(<strong>In</strong>crease)/decrease in other current assets 22.294.346 3.295.241<br />

(<strong>In</strong>crease)/decrease in other long-term assets 26 (25.114.516) (71.014.919)<br />

<strong>In</strong>crease/(decrease) in trade payables (474.034.883) 1.008.437.622<br />

(Decrease)/increase in other payables 11, 2.4 (51.213.220) (28.719.095)<br />

<strong>In</strong>crease/(decrease) in other short term liabilities (7.699.141) 10.864.231<br />

(Decrease)/increase in other long term borrowings 26 (4.243) (6.246.012)<br />

Retirement pay provision paid 24 (1.986.411) (2.806.746)<br />

Taxes and dues paid (70.365.787) (88.786.759)<br />

Net cash provided by operating activities 152.128.048 1.633.172.990<br />

<strong>In</strong>vesting activities<br />

Purchase of tangible fixed assets and intangible assets 18, 19 (329.196.208) (294.007.574)<br />

Proceeds from sale of fixed assets 16.423.970 5.654.033<br />

<strong>In</strong>terest income received 49.291.684 52.317.867<br />

Net cash used in investing activities (263.480.554) (236.035.674)<br />

Financing activities<br />

Repayment of borrowing (241.264.543) (427.075.969)<br />

Proceeds from borrowing 693.509.121 520.432.174<br />

Letter of credits paid in trade payables (155.146.907) (245.874.650)<br />

Finance lease payments (14.252.669) (9.969.442)<br />

<strong>In</strong>terest paid (288.034.880) (228.624.121)<br />

Minority’s share in capital increase of subsidiaries 5.361.139 (2.095)<br />

Change in deposits for derivative transactions (net) 7,9 (34.453.556) 125.209.171<br />

Net cash used in financing activities (34.282.295) (265.904.932)<br />

Currency translation differences 46.678 45.144<br />

Net increase/(decrease) in cash and cash equivalents (145.588.123) 1.131.277.528<br />

Cash and cash equivalents at the beginning of the period 1.534.943.725 403.666.197<br />

Cash and cash equivalents at the end of the period 6 1.389.355.602 1.534.943.725<br />

Letters of credits that bear interest are classified under financing activities and letters of credits which do not bear interest<br />

are classified under trade payables. Additions to property, plant and equipment in 2009 amounting to TRY 1.169.483 (2008:<br />

TL 4.243.246) were financed by new finance leases.<br />

The accompanying notes form an integral part of these consolidated financial statements<br />

135


136<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 1 – ORGANIZATION AND OPERATIONS OF THE COMPANY<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. (the “Company”) and its subsidiaries will be referred to as the “Group” for consolidated financial<br />

statements. The Company is engaged primarily in the supply and marketing of fuel from domestic and foreign<br />

markets, the organization of distribution and storing, the additional sales of refinery subsidiary products, the<br />

production of all types of grease and lubricants and their by-products, blending, the establishment of blending<br />

and production facilities, whole and retail sales, import and export. The activities of the Company’s subsidiaries<br />

are explained in detail below. The Group has 3.095 dealer stations (<strong>Petrol</strong> <strong>Ofisi</strong>: 2.811, Kipet: 87, Erk: 197), 1<br />

lubricant blending plant, 10 fuel and 2 LPG terminal, and 35 aviation supply units. As of December 31, 2009, the<br />

number of personnel is 1.128 (December 31, 2008: 1.168).<br />

The Company is registered in Turkey and the address of the registered office is as follows:<br />

Eski Büyükdere Caddesi No: 37, 34398 Maslak, İstanbul<br />

The shares of the Company are quoted to İstanbul Stock Exchange Market (ISE) since 1991.<br />

The main shareholders of the Company are Doğan Şirketler Grubu Holding A.Ş. (“Doğan Holding”) and OMV Aktiengesellschaft<br />

(“OMV”). The shareholders’ detail as of the balance sheet dates is provided in Note 27.<br />

The subsidiaries (the “Subsidiaries”) of the Company and their nature of businesses are as follows:<br />

Kıbrıs Türk <strong>Petrol</strong>leri Ltd. (“KIPET”) was established in 1974 in the Turkish Republic of Northern Cyprus and its<br />

primary operation is fuel distribution.<br />

PO Petrofinance N.V. (“Petrofinance”) was founded in the Netherlands in 2002 in order to generate funds, borrow<br />

money and grant loans. With the 9. decision in board minute dated February 5, 2009; it was being decided<br />

to close the entity and to transfer all assets and liabilities to <strong>Petrol</strong> <strong>Ofisi</strong> A.Ş.<br />

Erk <strong>Petrol</strong> Yatırımları A.Ş. (“ERK”), which was established in 2003 is engaged in the supply of fuel, petroleum<br />

products, LPG and similar products from domestic and foreign markets and their marketing, the organization of<br />

distribution and storing, the additional sales of refinery by-products, the production of all types of grease and<br />

lubricants and their by-products, blending, establishing blending and production facilities, whole-sales and retail<br />

sales, import and export.<br />

PO Oil Financing Ltd. (“PO Oil Financing”), was founded in the Cayman Islands in 2004 in order to generate funds<br />

in international markets. With the 9. decision in board minute dated February 5, 2009, it was being decided to<br />

close the entity and to transfer all assets and liabilities to <strong>Petrol</strong> <strong>Ofisi</strong> A.Ş.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 1 – ORGANIZATION AND OPERATIONS OF THE COMPANY (cont’d)<br />

ANNUAl rePort ‘09<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Alternatif Yakıtlar Toptan Satış A.Ş. (“PO Alternatif Yakıtlar”), was established in Turkey in January<br />

2005 for the purpose of operating in natural gas market, improving natural gas usage, exporting and importing of<br />

natural gas, liquidified natural gas and similar products, selling and distributing, organizing distribution, storing<br />

and modulation activities domestically and abroad.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Gaz İletim A.Ş. (“PO Gaz İletim”), was established in Turkey in January 2005 for the purpose of functioning<br />

in natural gas market, supporting natural gas usage, transmission, filling and delivery in natural gas sector,<br />

preparing projects of transportation vehicles and plants, constructing them, operating them, making agreements<br />

with the companies active in natural gas sector in Turkey and carrying natural gas, storing and organizing activities<br />

for modulation domestically and abroad.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Akdeniz Rafinerisi Sanayi ve Ticaret A.Ş. (“Akdeniz Rafinerisi”), was established in June 2007 for<br />

building a petroleum refinery in Ceyhan.<br />

PO Georgia LLC (“PO Georgia”) was established in May 2007 in Georgia to provide services in aviation, to establish<br />

a fuel retail network and to provide support services in relation to fuel distribution activities.<br />

<strong>Petrol</strong> <strong>Ofisi</strong> Arama Üretim Sanayi ve Ticaret Anonim Şirketi (“PO Arama Üretim”) has been established to perform<br />

exploration, production, development, transportation, marketing, sales activities and offshore and onshore<br />

operations of all kinds related but not limited to subsoil industrial raw materials including hydrocarbons, oil, associated<br />

and/or non-associated natural gas, carbon dioxide and coal bed in accordance with <strong>Petrol</strong>eum Market<br />

Law numbered 6326 and the related legislation on September 2008. PO Arama Üretim took up %26,75 shares<br />

of Güney Akçakoca Natural Gas Research Development and Production Project, which was belong to Toreador<br />

Türkiye Ltd. Şti., in exchange for 55.000.000 USD.<br />

Marmara Depoculuk Hizmetleri Sanayi ve Ticaret Anonim Şirketi (“Marmara Depoculuk), has been established in<br />

July 2009 to meet the needs of businesses owned by third parties in bulk and packaged petroleum products and<br />

lubricant oil storage and general warehouse management activities in accordance with the <strong>Petrol</strong>eum Market<br />

Law and the <strong>Petrol</strong>eum Market Regulation numbered 5015 and its related legislations.<br />

137


138<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS<br />

2.1 Basis of the presentation<br />

The Company and its Turkish subsidiaries maintain their books of account and prepare their statutory financial<br />

statements in accordance with accounting principles in the Turkish Commercial Code and tax legislation. Subsidiaries<br />

operating in foreign countries maintain their books of account in the currencies of those countries and<br />

prepare their statutory financial statements in accordance with the legislation effective in those counties.<br />

Capital Market Board (CMB) Decree No XI-29 “Capital Markets Financial Reporting Standards” provides principals<br />

and standards regarding the preparation and presentation of financial statements. This Decree became effective<br />

for periods beginning after January 1, 2008 and with its issuance Decree No XI-25 “Capital Markets Accounting<br />

Standards” was annulled. Based on this Decree, the companies are required to prepare their financial statements<br />

based on <strong>In</strong>ternational Financial Reporting Standards (“IFRS”) as accepted by the European Union. However during<br />

the period in which the differences between the standards accepted by European Union and the standards<br />

issued by <strong>In</strong>ternational Accounting Standards Board (“IASB”) are announced by Turkish Accounting Standards<br />

Board (“TASB”), IAS/ IFRS will be applied. <strong>In</strong> this scope, Turkish Accounting/ Financial Reporting Standards issued<br />

by TASB which do not contradict to the standards accepted will be adopted.<br />

The accompanying consolidated financial statements have been prepared in accordance with IFRS and comply<br />

with CMB’s decree announced on 14 April 2008 regarding the format of the financial statements and footnotes<br />

since at the date of the issuance of these financial statements the differences of IAS/ IFRS accepted by the European<br />

Union are not declared by the TASB. The accompanying financial statements also comply with the disclosure<br />

format of “Nature and Level of Risks Derived from Financial <strong>In</strong>struments” as announced by CMB in the<br />

Weekly Bulletin dated 17 April 2008-09 January 2009 and numbered 2009/2.<br />

Presentation in Turkish Lira<br />

Effective January 1, 2005, New Turkish Lira was defined as the new currency unit of Republic of Turkey, by omitting<br />

last six digits of Turkish Lira. Effective January 1, 2009, Council of Ministers legislated for the removal of<br />

“New” from the definition of the currency unit. Consequently, the functional and reporting currency, the financial<br />

statements as of 31 December 2009 and the comparative figures are presented in TL.<br />

2.2 Preparation of Financial Statements in Hyperinflationary Periods<br />

CMB, with its resolution dated 17 March 2005 declared that companies operating in Turkey which prepare their<br />

financial statements in accordance with CMB Accounting Standards, effective January 1, 2005, will not be subject<br />

to the application of inflation accounting. Consequently, in the accompanying financial statements IAS 29<br />

“Financial Reporting in Hyperinflationary Economies” was not applied since January 1, 2005.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.3 Consolidation<br />

(i) Subsidiaries<br />

ANNUAl rePort ‘09<br />

Subsidiaries are companies in which the Company has power to control directly. Control power means that the<br />

benefits flow to the Company and that the Company has direct or indirect power to affect the financial and<br />

operating policies of the related companies. Subsidiaries are consolidated from the date on which control is<br />

transferred to the Company and are no longer consolidated from the date that control ceases. Subsidiaries and<br />

proportion of ownership interest as of December 31, 2009 and December 31, 2008 are shown below:<br />

Name<br />

December 31,<br />

2009<br />

Proportion (%)<br />

December 31,<br />

2008<br />

KIPET 52,00 52,00<br />

Petrofinance 100,00 100,00<br />

ERK 99,96 99,96<br />

PO Oil Financing 100,00 100,00<br />

PO Alternatif Yakıtlar 99,89 99,89<br />

PO Gaz İletim 99,75 99,75<br />

Akdeniz Rafinerisi 99,99 99,99<br />

PO Georgia 100,00 100,00<br />

PO Arama Üretim 99,96 99,96<br />

Marmara Depoculuk 89,97 -<br />

(ii) Eliminations<br />

All the intercompany transactions, balances between the Company and its Subsidiaries and all unrealized gains<br />

are eliminated in the consolidated financial statements. Unrealized losses from intercompany transactions, in<br />

the case of no evidence for decrease in value, have been eliminated by the method which is used for elimination<br />

of unrealized gains.<br />

(iii) Translation of foreign subsidiary financial statements<br />

The foreign subsidiaries maintain their books of accounts in accordance with the laws and regulations in force<br />

in the countries, in which they are registered and necessary adjustments and reclassifications made for the fair<br />

presentation in accordance with IFRS. The assets and liabilities of foreign subsidiaries are translated into Turkish<br />

Lira using the relevant foreign exchange rates prevailing at the balance sheet date. The incomes and expenses of<br />

the foreign subsidiaries are translated into Turkish Lira using average exchange rates for the period. Exchange differences<br />

arising from using period-end and average exchange rates are included in currency translation reserve<br />

under equity.<br />

2.4 Comparative <strong>In</strong>formation and Restatement of Prior Period Financial Statements<br />

Consolidated financial statements of the Group have been prepared comparatively with the prior period in order<br />

to give information about financial position and performance. If the presentation or classification of the financial<br />

statements is changed, in order to maintain consistency, financial statements of the prior periods are also reclassified<br />

in line with the related changes.<br />

139


140<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.4 Comparative <strong>In</strong>formation and Restatement of Prior Period Financial Statements (cont’d)<br />

Further to the issuance of the Group’s consolidated financials as of 31 December 2008, adjustments according to<br />

IAS 8. 42-45 due to valuation issue on an isolated part of inventory have been recorded, thus resulting in the followings:<br />

(1) reduction of the 2009 opening inventory of TL 49.957.556, (2) reduction of the 2009 opening other<br />

payables of TL 14.147.874 and (3) reduction of the opening retained earnings of TL 35.809.682.<br />

2.5 Offsetting<br />

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when<br />

there is a legally enforceable right to set off the recognized amounts and there is an intention to settle on a net<br />

basis, or realize the asset and settle the liability simultaneously.<br />

2.6 Adoption of new and revised standards<br />

<strong>In</strong> the current year, the Group has adopted all of the new and revised Standards and <strong>In</strong>terpretations issued by the<br />

<strong>In</strong>ternational Accounting Standards Board (“the IASB”) and the <strong>In</strong>ternational Financial Reporting <strong>In</strong>terpretations<br />

Committee (“IFRIC”) of the IASB that are relevant to its operations and effective for accounting periods beginning<br />

on January 1, <strong>2009.</strong><br />

IAS 1, “Presentation of financial statements” (Amendment)<br />

The revised standard will prohibit the presentation of items of income and expenses (that is, ‘non-owner changes<br />

in equity’) in the statement of changes in equity, requiring ‘non-owner changes in equity’ to be presented<br />

separately from owner changes in equity. The revised standard gives preparers of financial statements the option<br />

of presenting items of income and expense and components of other comprehensive income either in a single<br />

statement of comprehensive income or in two separate statements (a separate income statement followed by<br />

a statement of comprehensive income). Therefore, the Company elected to present the items of income and<br />

expenses and components of other comprehensive income in one statement format. The financial statements<br />

and notes are prepared in accordance with the revisions to the standard.<br />

The revised standard does not have an impact on financial position and statements of Group.<br />

IFRS 8, “Operating segments”<br />

IFRS 8 “Operating Segments” replaces IAS 14 “Segment Reporting”. This standard requires the identification of<br />

operating segments on the basis of internal reports that are regularly reviewed by the entity’s chief operating<br />

decision maker in order to allocate resources to the segment and assess its performance. <strong>In</strong> addition, the segments<br />

are reported in a manner that is more consistent with the internal reporting provided to the chief operating<br />

decision-maker. As explained in Note 5, the above criteria had no additional effect over the consolidated<br />

financial statements.<br />

IFRIC 13, “Customer Loyalty Programs”<br />

<strong>In</strong> accordance with IFRIC 13, an entity shall account for award credits as a separately identifiable component of<br />

the sales transactions in which they are granted (the ‘initial sale’). The fair value of the consideration received or<br />

receivable in respect of the initial sale shall be allocated between the award credits and the other components<br />

of the sale.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.6 Adoption of new and revised standards (cont’d)<br />

ANNUAl rePort ‘09<br />

<strong>In</strong> 2008, the Group has introduces the customer loyalty program, PO Card. Until 31 December 2008, the Group accounted<br />

for the obligation by providing for the estimated future costs of supplying the awards. Effective January<br />

1, 2009, award credits are accounted for as a separately identifiable component of the sales transactions in<br />

which they are granted (the ‘initial sale’). The fair value of the consideration received or receivable in respect of<br />

the initial sale shall be allocated between the award credits and the other components of the sale.<br />

First time application of IFRIC 13 is a change in accounting policy of the Group and this change has been applied<br />

retrospectively in accordance with IAS 8. The restatement of prior period financial statements is as follows:<br />

As Previously Reported IFRIC 13 Restated<br />

31 December 2008 Restatment Effect 31 December 2008<br />

Provisions 30.419.414 (2.022.861) 28.396.553<br />

Other Short Term Liabilities 29.036.948 7.722.675 36.759.623<br />

Deferred Tax Liabilities 60.804.660 (1.139.962) 59.664.698<br />

SHAREHOLDERS’ EQUITY 2.757.991.996 (4.559.852) 2.753.432.144<br />

Parent Company Shareholders’ Equity 2.751.595.519 (4.559.852) 2.747.035.667<br />

Net Profit for the Period 105.466.655 (4.559.852) 100.906.803<br />

January 1 –<br />

31 December 2008<br />

IFRIC 13<br />

Restatement<br />

Effect<br />

January 1 –<br />

December 31, 2008<br />

CONTINUED OPERATIONS<br />

Sales Revenue (net) 17.202.167.375 (7.722.677) 17.194.444.698<br />

Other operating expenses<br />

PROFIT/LOSS FROM CONTINUED<br />

(47.803.679) 2.022.863 (45.780.816)<br />

OPERATIONS 138.245.405 (5.699.814) 132.545.591<br />

Deferred Tax <strong>In</strong>come/Expense (9.861.499) 1.139.962 (8.721.537)<br />

PROFIT/LOSS FOR THE PERIOD 107.262.339 (4.559.852) 102.702.487<br />

Distribution of Profit/Loss for the Period<br />

Minority <strong>In</strong>terest 1.795.684 - 1.795.684<br />

Parent Company Share 105.466.655 (4.559.852) 100.906.803<br />

Earnings per share 0,183 0,175<br />

Since the application of customer loyalty program began at April 2008, there is no restatement effect on the<br />

periods ended December 31, 2007. For this reason, the balance sheet of earliest comparative period (January 1,<br />

2008) has not been presented.<br />

141


142<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.6 Adoption of new and revised standards (cont’d)<br />

IAS 23, “(Amendment) Borrowing Costs”<br />

To the extend that the borrowing costs relate to the acquisition, construction or production of a qualifying asset,<br />

The revised standard requires that they should be capitalized as part of the cost of that asset. The amendment<br />

eliminates the option to recognize all borrowing costs immediately as expense. The Group has adopted the accounting<br />

policy that borrowing costs directly attributable to the acquisition, construction or production of qualifying<br />

assets, which are assets that necessarily take a substantial period of time to get ready for their intended<br />

use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their<br />

intended use or sale. There are no capitalized borrowing costs in 2008.<br />

There are not any significant changes in assets and liabilities of the Group except for the effects mentioned<br />

above.


NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.6 Adoption of new and revised standards (cont’d)<br />

ANNUAl rePort ‘09<br />

Standards and <strong>In</strong>terpretations that are effective in 2009 with no impact on the 2009 financial statements<br />

The following new and revised Standards and <strong>In</strong>terpretations have also been adopted in these financial statements.<br />

Their adoption has not had any significant impact on the amounts reported in these financial statements<br />

but may impact the accounting for future transactions or arrangements.<br />

Amendments to IFRS 1 First-time<br />

Adoption of <strong>In</strong>ternational Financial<br />

Reporting Standards and IAS 27<br />

Consolidated and Separate Financial<br />

Statements – Cost of an <strong>In</strong>vestment in<br />

a Subsidiary, Jointly Controlled Entity<br />

or Associate<br />

Amendments to IFRS 2 Share-based<br />

Payment - Vesting Conditions and<br />

Cancellations<br />

IAS 32 Financial <strong>In</strong>struments:<br />

Presentation and IAS 1 The<br />

Presentation of Financial Statements<br />

– Amendments relating to puttable<br />

instruments and obligations arising<br />

on liquidation.<br />

Amendments to IAS 39 Financial <strong>In</strong>struments:<br />

Recognition and Measurement<br />

– Eligible Hedged Items<br />

Embedded Derivatives (Amendments<br />

to IFRIC 9 and IAS 39)<br />

IFRIC 15 Agreements for the Construction<br />

of Real Estate<br />

IFRIC 16 Hedges of a Net <strong>In</strong>vestment<br />

in a Foreign Operation<br />

The amendments deal with the measurement of the cost of investments<br />

in subsidiaries, jointly controlled entities and associates when<br />

adopting IFRSs for the first time and with the recognition of dividend<br />

income from subsidiaries in a parent’s separate financial statements.<br />

The amendments clarify the definition of vesting conditions for the<br />

purposes of IFRS 2, introduce the concept of ‘non-vesting’ conditions,<br />

and clarify the accounting treatment for cancellations.<br />

As a result of the amendments, some financial instruments that currently<br />

meet the definition of a financial liability will be classified as equity<br />

because they represent the residual interest in the net assets of<br />

the entity.<br />

The amendments provide clarification on two aspects of hedge accounting:<br />

identifying inflation as a hedged risk or portion, and hedging<br />

with options.<br />

The amendments clarify the accounting for embedded derivatives<br />

in the case of a reclassification of a financial asset out of the ‘fair<br />

value through profit or loss’ category as permitted by the October<br />

2008 amendments to IAS 39 Financial <strong>In</strong>struments: Recognition and<br />

Measurement (see above).<br />

The <strong>In</strong>terpretation addresses how entities should determine whether<br />

an agreement for the construction of real estate is within the scope of<br />

IAS 11 Construction Contracts or IAS 18 Revenue and when revenue<br />

from the construction of real estate should be recognized. The requirements<br />

have not affected the accounting for the Group’s construction<br />

activities.<br />

The <strong>In</strong>terpretation provides guidance on the detailed requirements for<br />

net investment hedging for certain hedge accounting designations.<br />

143


144<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.6 Adoption of new and revised standards (cont’d)<br />

Standards and <strong>In</strong>terpretations that are effective in 2009 with no impact on the 2009 financial statements<br />

(cont’d)<br />

IFRIC 18 Transfers of Assets from Customers<br />

(adopted in advance of effective<br />

date of transfers of assets from<br />

customers received on or after 1 July<br />

2009)<br />

The <strong>In</strong>terpretation addresses the accounting by recipients for transfers of<br />

property, plant and equipment from ‘customers’ and concludes that when<br />

the item of property, plant and equipment transferred meets the definition<br />

of an asset from the perspective of the recipient, the recipient should recognize<br />

the asset at its fair value on the date of the transfer, with the credit<br />

recognized as revenue in accordance with IAS 18 Revenue.<br />

Improvements to IFRSs (2008) <strong>In</strong> addition to the changes affecting amounts reported in the financial<br />

statements described above, the Improvements have led to a number of<br />

changes in the detail of the Group’s accounting policies – some of which are<br />

changes in terminology only, and some of which are substantive but have<br />

had no material effect on amounts reported. The majority of these amendments<br />

are effective from January 1, <strong>2009.</strong><br />

Standards and <strong>In</strong>terpretations that are issued but not yet effective in 2009 and have not been early adopted<br />

IFRS 3 (as revised in 2008) Business Combinations<br />

IFRS 3(2008) is effective for business combinations where the acquisition date is on or after the beginning of the first<br />

annual period beginning on or after 1 July <strong>2009.</strong> The main impact of the adoption will be as follows:<br />

a) to allow a choice on a transaction-by-transaction basis for the measurement of non-controlling interests<br />

(previously referred to as ‘minority’ interests) either at fair value or at the non-controlling interests’ share<br />

of the fair value of the identifiable net assets of the acquire.<br />

b) to change the recognition and subsequent accounting requirements for contingent consideration.<br />

c) to require that acquisition-related costs be accounted for separately from the business combination, generally<br />

leading to those costs being recognized as an expense in profit or loss as incurred.<br />

The group will apply IFRS 3 (revised) prospectively to all business combinations from January 1, 2010.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.6 Adoption of new and revised standards (cont’d)<br />

ANNUAl rePort ‘09<br />

Standards and <strong>In</strong>terpretations that are issued but not yet effective in 2009 and have not been early adopted<br />

(cont’d)<br />

IFRS 9 Financial <strong>In</strong>struments: Classification and Measurement<br />

<strong>In</strong> November 2009, the first part of IFRS 9 relating to the classification and measurement of financial assets was<br />

issued. IFRS 9 will ultimately replace IAS 39 Financial <strong>In</strong>struments: Recognition and Measurement. The standard<br />

requires an entity to classify its financial assets on the basis of the entity’s business model for managing the financial<br />

assets and the contractual cash flow characteristics of the financial asset, and subsequently measure the<br />

financial assets as either at amortized cost or at fair value. The new standard is mandatory for annual periods<br />

beginning on or after January 1, 2013. The Group has not had an opportunity to consider the potential impact<br />

of the adoption of this standard.<br />

IAS 24(Revised 2009) Related Party Disclosures<br />

<strong>In</strong> November 2009, IAS 24 Related Party Disclosures was revised. The revision to the standard provides government-related<br />

entities with a partial exemption from the disclosure requirements of IAS 24. The revised standard<br />

is mandatory for annual periods beginning on or after January 1, 2011. The Group has not yet had an opportunity<br />

to consider the potential impact of the adoption of this revised standard.<br />

IAS 27 (as revised in 2008) Consolidated and Separate Financial Statements<br />

IAS 27 (revised) is effective for annual periods beginning on or after 1 July <strong>2009.</strong> The revisions to IAS 27 principally<br />

affect the accounting for transactions or events that result in a change in the Group’s interests in its subsidiaries.<br />

The revised standard requires that ownership decreases or increases that do not result in change in<br />

control to be recorded in equity.<br />

The Group will apply IAS 27 (revised) prospectively to transactions with non-controlling interests from January 1,<br />

2010. The Group has not yet had an opportunity to consider the potential impact of the adoption of this revised<br />

standard.<br />

145


146<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.6 Adoption of new and revised standards (cont’d)<br />

IFRIC 17 Distributions of Non-cash Assets to Owners<br />

IFRIC 17 is effective for annual periods beginning on or after 1 July <strong>2009.</strong> The interpretation provides guidance<br />

on the appropriate accounting treatment when an entity distributes assets other than cash as dividends to its<br />

shareholders. The Group has not yet had an opportunity to consider the potential impact of the adoption of this<br />

interpretation.<br />

IFRIC 19 Extinguishing Financial Liabilities with Equity <strong>In</strong>struments<br />

IFRIC 19 is effective for annual periods beginning on or after 1 July 2010. IFRIC 19 addresses only the accounting<br />

by the entity that issues equity instruments in order to settle, in full or part, a financial liability. The Group has<br />

not yet had an opportunity to consider the potential impact of the adoption of this interpretation.<br />

Amendments related to Annual Improvements to IFRS (2009)<br />

As part of the Annual Improvement project, in addition to the amendments mentioned above, other amendments<br />

were made to various standards and interpretations. These amendments are effective for annual periods<br />

beginning on or after January 1, 2010. The Group has not yet had an opportunity to consider the potential impact<br />

of the adoption of these amendments.<br />

The management of the Group anticipates that the adoption of the Standards and <strong>In</strong>terpretations in future periods<br />

will have no material impact on the financial statements of the Group.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies<br />

2.7.1 Revenue<br />

ANNUAl rePort ‘09<br />

Revenue is recognized on accrual basis at the fair value of the amount obtained or to be obtained based on the<br />

assumptions that delivery is realized, the income can be reliably determined and the inflow of the economic<br />

benefits related with the transaction to the Group is probable. Net sales are calculated after the sales returns<br />

and sales discounts are deducted.<br />

Revenue from sale of goods is recognized when all the following conditions are satisfied:<br />

•<br />

•<br />

•<br />

•<br />

•<br />

The Group transfers the significant risks and rewards of ownership of the goods to the buyer,<br />

The Group retains neither continuing managerial involvement to the degree usually associated with ownership<br />

nor effective control over the goods sold,<br />

The amount of revenue can be measured reliably,<br />

It is probable that the economic benefits associated with the transaction will flow to the entity,<br />

The costs incurred or to be incurred in respect of the transaction can be measured reliably.<br />

<strong>In</strong>terest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest<br />

rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life<br />

of the financial asset to that asset’s net carrying amount.<br />

Dividend revenue from investments is recognized when the shareholders’ rights to receive payment has been<br />

established.<br />

Service income and other revenues are recognized on accrual basis at the fair value of the amount obtained or to<br />

be obtained based on the assumptions that delivery is realized, the income can be reliably determined and the<br />

inflow of the economic benefits related with the transaction to the Group is probable.<br />

2.7.2 <strong>In</strong>ventories<br />

<strong>In</strong>ventories are valued at the lower of cost or net realizable value. Cost elements included in inventories comprise<br />

all costs of materials purchased, labor and an appropriate amount for factory overheads. The cost of inventories<br />

is determined on a weighted average basis. Net realizable value is the estimate of the selling price in the ordinary<br />

course of business, less the costs of completion and selling expenses.<br />

147


148<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.3 Tangible Fixed Assets<br />

Tangible fixed assets that are acquired before January 1, 2005 are carried at their restated cost as of December<br />

31, 2004; and tangible fixed assets that are acquired after January 1, 2005 are carried at their cost after deducting<br />

accumulated depreciation and impairment.<br />

Tangible fixed assets are depreciated principally on a straight-line basis. Land is not depreciated as it is deemed<br />

to have an indefinite life. The depreciation periods for tangible fixed assets, which approximate the useful lives<br />

of such assets, are as follows:<br />

Buildings and land improvements 2-50 year<br />

Machinery and equipment 2-20 year<br />

Motor vehicles 4-5 year<br />

Furniture and fixtures 2-50 year<br />

Leasehold improvements 3-39 year<br />

Other tangible assets 2-25 year<br />

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect<br />

of any changes in estimate accounted for on a prospective basis.<br />

Other tangible assets mainly consist of tanks, stations and station equipments.<br />

The gain or loss arising on the disposal or retirement of an item of tangible fixed assets is determined as the difference<br />

between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.<br />

2.7.4 Financial Leasing Transactions<br />

Leases of tangible fixed assets where the Group has all the risks and rewards of ownership substantially are classified<br />

as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value<br />

of the leased property or the present value of the minimum lease payments. Lease payments are treated as<br />

comprising capital and interest elements.<br />

The capital element is treated as a reduction to the capitalized obligation under the lease. The interest element<br />

is charged to the statement of income. The tangible fixed assets acquired under finance leases are depreciated<br />

over the useful life of the asset.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.5 <strong>In</strong>tangible assets<br />

(i) Goodwill and amortization<br />

ANNUAl rePort ‘09<br />

Goodwill represents the difference between the purchased assets’ purchase cost and the fair value of the underlying<br />

net assets. Goodwill that is acquired before 31 March 2004 is capitalized and amortized using the straightline<br />

method over the estimated useful life of 20 years until December 31, 2004. Due to the change in the accounting<br />

policies beginning from January 1, 2005, amortization for goodwill has been ceased. The net book<br />

value of goodwill is reviewed annually for impairment and if there are indications of impairment, an impairment<br />

charge should be recognized in the consolidated statements of income if recoverable amount is less than carrying<br />

amount (Note 20).<br />

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected<br />

to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated<br />

are tested for impairment annually, or more frequently when there is an indication that the unit may be<br />

impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the<br />

impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to<br />

the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment<br />

loss recognized for goodwill is not reversed in a subsequent period.<br />

(ii) Other intangible assets<br />

Other intangible assets that are acquired before January 1, 2005 are carried at their restated cost as of December<br />

31, 2004; and intangible assets that are acquired after January 1, 2005 are carried at their cost after deducting<br />

accumulated depreciation and impairment.<br />

<strong>In</strong>tangible assets other than goodwill comprise information systems, privileged rights, natural gas exploration<br />

licences and software. They are amortized on a straight-line basis over their estimated useful lives for the period<br />

of 3-20 years from the date of acquisition.<br />

2.7.6 Impairment of assets<br />

Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested<br />

annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events<br />

or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is<br />

recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable<br />

amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing<br />

impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cashgenerating<br />

units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible<br />

reversal of the impairment at each reporting date.<br />

149


150<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.7 Borrowing costs<br />

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which<br />

are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added<br />

to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.<br />

<strong>In</strong>vestment income earned on the temporary investment of specific borrowings pending their expenditure on<br />

qualifying assets is deducted from the borrowing costs eligible for capitalization.<br />

All other borrowing costs are recorded in the income statement in the period in which they are incurred. There<br />

are no capitalized borrowing costs in 2009 and 2008.<br />

2.7.8 Financial instruments<br />

(i) Financial assets<br />

All financial assets are recognized and derecognized on a trade date where the purchase or sale of a financial<br />

asset is under a contract whose terms require delivery of the financial asset within the timeframe established by<br />

the market concerned, and are initially measured at fair value, plus transaction costs except for those financial<br />

assets classified as at fair value through profit or loss, which are initially measured at fair value.<br />

Financial assets are classified into the following specified categories: financial assets as ‘at fair value through<br />

profit or loss’ (FVTPL), ‘held-to-maturity investments’, ‘available-for-sale’ (AFS) financial assets and ‘loans and<br />

receivables’.<br />

Effective interest method<br />

The effective interest method is a method of calculating the amortized cost of a financial asset and of allocating<br />

interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated<br />

future cash receipts through the expected life of the financial asset, or, where appropriate, a shorter period.<br />

<strong>In</strong>come is recognized on an effective interest basis for debt instruments other than those financial assets designated<br />

as at FVTPL.<br />

Financial assets at FVTPL<br />

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified<br />

in this category if acquired principally for the purpose of selling in the short-term. Derivatives are also<br />

categorized as held for trading unless they are designated as hedges. Assets in this category are classified as<br />

current assets.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.8 Financial instruments (cont’d)<br />

(i) Financial assets (cont’d)<br />

Held-to-maturity investments<br />

ANNUAl rePort ‘09<br />

<strong>In</strong>vestments in debt securities with fixed or determinable payments and fixed maturity dates that the Group<br />

has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-tomaturity<br />

investments are recorded at amortized cost using the effective interest method less impairment, with<br />

revenue recognized on an effective yield basis.<br />

Available-for-sale financial assets<br />

Quoted equity investments and quoted certain debt securities held by the Group that are traded in an active<br />

market are classified as being available- for-sale financial assets and are stated at fair value. The Group also<br />

has investments in unquoted equity investments that are not traded in an active market but are also classified<br />

as available-for-sale financial assets and stated at cost since their value can’t be reliably measured. Gains and<br />

losses arising from changes in fair value are recognized in other comprehensive income and accumulated in the<br />

investments revaluation reserve with the exception of impairment losses, interest calculated using the effective<br />

interest method, and foreign exchange gains and losses on monetary assets, which are recognized in profit or<br />

loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously<br />

accumulated in the investments revaluation reserve is reclassified to profit or loss.<br />

Loans and receivables<br />

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in<br />

an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortized cost<br />

using the effective interest method less any impairment.<br />

Impairment of financial assets<br />

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date.<br />

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred<br />

after the initial recognition of the financial asset, the estimated future cash flows of the investment have<br />

been impacted. For financial assets carried at amortized cost, the amount of the impairment is the difference<br />

between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the<br />

original effective interest rate.<br />

151


152<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.8 Financial instruments (cont’d)<br />

(i) Financial assets (cont’d)<br />

Impairment of financial assets (cont’d)<br />

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets<br />

with the exception of trade receivables where the carrying amount is reduced through the use of an allowance<br />

account. When a trade receivable is uncollectible, it is written off against the allowance account. Subsequent<br />

recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying<br />

amount of the allowance account are recognized in profit or loss.<br />

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss<br />

decreases and the decrease can be related objectively to an event occurring after the impairment was recognized,<br />

the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying<br />

amount of the investment at the date the impairment is reversed does not exceed what the amortized cost<br />

would have been had the impairment not been recognized.<br />

<strong>In</strong> respect of AFS equity securities, any increase in fair value subsequent to an impairment loss is recognized<br />

directly in equity.<br />

Cash and cash equivalents<br />

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments<br />

which their maturities are three months or less from date of acquisition and that are readily convertible<br />

to a known amount of cash and are subject to an insignificant risk of changes in value.<br />

(ii) Financial liabilities<br />

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the<br />

contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An<br />

equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all<br />

of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set<br />

out below.<br />

Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities.<br />

Financial liabilities at FVTPL<br />

Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated<br />

as at FVTPL. Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognized<br />

in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest paid on the financial<br />

liability.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.8 Financial instruments (cont’d)<br />

(ii) Financial liabilities (cont’d)<br />

Other financial liabilities<br />

ANNUAl rePort ‘09<br />

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.<br />

Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with<br />

interest expense recognized on an effective yield basis.<br />

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating<br />

interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated<br />

future cash payments through the expected life of the financial liability, or, where appropriate, a shorter<br />

period.<br />

(iii) Derivative financial instruments<br />

Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently<br />

re-measured to their fair value at each balance sheet date. The Group uses various hedging instruments<br />

to preserve the value of its petroleum inventories and cargo imports, to ensure a constant flow of income, and<br />

to minimize adverse price movements.<br />

2.7.9 Foreign currency transactions<br />

The individual financial statements of each group entity are presented in the currency of the primary economic<br />

environment in which the entity operates (its functional currency). For the purpose of the consolidated financial<br />

statements, the results and financial position of each entity are expressed in TL, which is the functional currency<br />

of the Company, and the presentation currency for the consolidated financial statements.<br />

<strong>In</strong> preparing the financial statements of the Company and its Turkish subsidiaries, transactions in currencies<br />

other than TL (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.<br />

At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the<br />

rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in<br />

foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Nonmonetary<br />

items that are measured in terms of historical cost in a foreign currency are not retranslated. Gains and<br />

losses arising on settlement and translation of foreign currency items are included in the statements of income.<br />

153


154<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.9 Foreign currency transactions (cont’d)<br />

Exchange differences are recognized in profit or loss in the period in which they arise except for:<br />

•<br />

•<br />

•<br />

Exchange differences which relate to assets under construction for future productive use, which are included<br />

in the cost of those assets where they are regarded as an adjustment to interest costs on foreign<br />

currency borrowings,<br />

Exchange differences on transactions entered into in order to hedge certain foreign currency risks,<br />

Exchange differences on monetary items receivable from or payable to a foreign operation for which<br />

settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation,<br />

and which are recognized in the foreign currency translation reserve and recognized in profit or loss<br />

on disposal of the net investment.<br />

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign<br />

operations are expressed in TL using exchange rates prevailing on the balance sheet date. <strong>In</strong>come and expense<br />

items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly<br />

during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences<br />

arising, if any, are classified as equity and transferred to the Group’s translation reserve. Such exchange<br />

differences are recognized in profit or loss in the period in which the foreign operation is disposed of. Goodwill<br />

and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of<br />

the foreign operation and translated at the closing rate.<br />

2.7.10 Earnings per share<br />

Earnings per share disclosed in the accompanying consolidated statement of income is determined by dividing<br />

net income by the weighted average number of shares in existence during the year concerned.<br />

<strong>In</strong> Turkey, companies can raise their share capital by distributing “bonus shares” to shareholders from retained<br />

earnings. <strong>In</strong> computing earnings per share, such “bonus share” distributions are assessed as issued shares. Accordingly,<br />

the retrospective effect for those share distributions is taken into consideration in determining the<br />

weighted-average number of shares outstanding used in this computation.<br />

2.7.11 Subsequent events<br />

An explanation for any event between the balance sheet date and the publication date of the balance sheet,<br />

which has positive or negative effects on the Group (should any evidence come about events that were prior to<br />

the balance sheet date or should new events come about) will be explained in the relevant note.<br />

The Group restates its financial statements if such subsequent events arise.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.12 Provisions, contingent liabilities, contingent assets<br />

ANNUAl rePort ‘09<br />

Provisions are recognized when the Group has a present obligation as a result of a past event, and it is probable<br />

that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of<br />

the obligation. Contingent liabilities are assessed continuously to determine probability of outflow of economically<br />

beneficial assets. For contingent liabilities, when an outflow of resources embodying economic benefits are<br />

probable, provision is recognized for this contingent liability in the period when the probability has changed,<br />

except for cases where a reliable estimate cannot be made.<br />

When the outflow of economic benefits from the Group is probable but the amount cannot be measured reliably,<br />

the Group discloses this fact in the notes.<br />

The amount recognized as a provision is the best estimate of the consideration required to settle the present<br />

obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation.<br />

Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying<br />

amount is the present value of those cash flows.<br />

When some or all of the economic benefits required to settle a provision are expected to be recovered from a<br />

third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received<br />

and the amount of the receivable can be measured reliably.<br />

2.7.13 Change in accounting policies, accounting estimates and errors<br />

Changes in accounting policies or accounting errors noted are applied retroactively and the financial statements<br />

of the previous year are restated. If changes in accounting estimates are for only one period, changes are applied<br />

on the current year but if the changes in accounting estimates are for the following periods, changes are applied<br />

both on the current and the following years prospectively.<br />

2.7.14 Related parties<br />

<strong>In</strong> consolidated financial statements, Doğan Holding and OMV groups, important personnel in management and<br />

board of directors, their family and controlled or dependent companies, participations and subsidiaries are all<br />

accepted and denoted as related parties (“Related Parties”).<br />

155


156<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.15 Segmental information<br />

An operating segment is a component of the Group that engages in business activities from which it may earn<br />

revenues and incur expenses, whose operating results are regularly reviewed by the Company Management<br />

to make decisions about resources to be allocated to the segment and assess its performance, and for which<br />

discrete financial information is available. The Group identified Retail and İndustrial & Commercial as operating<br />

segments (Note 5).<br />

2.7.16 Taxation and deferred tax<br />

Turkish tax legislation does not permit a parent company and its subsidiary to file a consolidated tax return.<br />

Therefore, provisions for taxes, as reflected in the accompanying consolidated financial statements, have been<br />

calculated on a separate-entity basis.<br />

<strong>In</strong>come tax expense represents the sum of the tax currently payable and deferred tax.<br />

Current tax<br />

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in<br />

the income statement because it excludes items of income or expense that are taxable or deductible in other<br />

years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is<br />

calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.16 Taxation and deferred tax (cont’d)<br />

Deferred tax<br />

ANNUAl rePort ‘09<br />

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial<br />

statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using<br />

the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary<br />

differences and deferred tax assets are recognized for all deductible temporary differences to the extent that it<br />

is probable that taxable profits will be available against which those deductible temporary differences can be<br />

utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from<br />

the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that<br />

affects neither the taxable profit nor the accounting profit.<br />

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries<br />

and associates, and interests in joint ventures, except where the Group is able to control the reversal of the<br />

temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.<br />

Deferred tax assets arising from deductible temporary differences associated with such investments and interests<br />

are only recognized to the extent that it is probable that there will be sufficient taxable profits against which<br />

to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.<br />

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent<br />

that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be<br />

recovered.<br />

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which<br />

the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively<br />

enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax<br />

consequences that would follow from the manner in which the Group expects, at the reporting date, to recover<br />

or settle the carrying amount of its assets and liabilities.<br />

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets<br />

against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the<br />

Group intends to settle its current tax assets and liabilities on a net basis.<br />

Current and deferred tax are recognized as an expense or income in profit or loss, except when they relate to<br />

items credited or debited directly to equity, in which case the tax is also recognized directly in equity, or where<br />

they arise from the initial accounting for a business combination. <strong>In</strong> the case of a business combination, the tax<br />

effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net<br />

fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost.<br />

157


158<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.7 Summary of Significant Accounting Policies (cont’d)<br />

2.7.17 Employment Benefits/Retirement pay provision<br />

Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily<br />

leaving the Group. Such payments are considered as being part of defined retirement benefit plan as per<br />

<strong>In</strong>ternational Accounting Standard No. 19 (revised) “Employee Benefits” (“IAS 19”).<br />

The retirement benefit obligation recognized in the balance sheet represents the present value of the defined<br />

benefit obligation as adjusted for unrecognized actuarial gains and losses.<br />

2.7.18 Statement of cash flows<br />

<strong>In</strong> statement of cash flow, cash flows are classified according to operating, investment and finance activities.<br />

Cash flows from operating activities reflect cash flows generated from petroleum products sales of the Group.<br />

Cash flows from investment activities express cash used in investment activities (direct investments and financial<br />

investments) and cash flows generated from investment activities of the Group.<br />

Cash flows relating to finance activities express sources of financial activities and payment schedules of the<br />

Group.<br />

2.7.19 Share capital and dividends<br />

Common shares are classified as equity. Dividends on common shares are recognized in equity in the period in<br />

which they are approved and declared.<br />

2.8 Critical accounting judgments and key sources of estimation uncertainty<br />

Critical judgments in applying the entity’s accounting policies and key sources of estimation uncertainty<br />

<strong>In</strong> the process of applying the entity’s accounting policies as outlined in Note 2.7, management has made the following<br />

judgments that have the most significant effect on the amounts recognized in the financial statements:


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 2 – BASIS OF PRESENTATION OF FINANCIAL STATEMENTS (cont’d)<br />

2.8 Critical accounting judgments and key sources of estimation uncertainty<br />

Net realizable value of inventories<br />

ANNUAl rePort ‘09<br />

As described at Note 2.7.2 above, inventories are stated at the lower of cost and net realizable value. Management<br />

has determined that the cost of the inventories is higher than their realizable value as of December 31,<br />

2008. The impairment calculation requires management to estimate the future cash flows expected to arise from<br />

the sale of inventories and the estimated selling price less all estimated costs of completion and costs necessary<br />

to make the sale. Based on the estimate made by the management the cost of inventories was reduced by<br />

TL 68.776.629 and the expense was recorded to cost of sales. As of December 31, 2009, based on the estimate<br />

made by the management the cost of inventories was reduced by TL 1.355.581 and the expense was recorded<br />

to cost of sales (Note 13).<br />

Deferred taxes<br />

Deferred tax assets and liabilities are recorded using substantially enacted tax rates for the effect of temporary<br />

differences between book and tax bases of assets and liabilities. <strong>In</strong> the subsidiaries of the Group, there are deferred<br />

tax assets resulting from tax loss carry-forwards and deductible temporary differences, all of which could<br />

reduce taxable income in the future. Based on available evidence, both positive and negative, it is determined<br />

whether it is probable that all or a portion of the deferred tax assets will be realized. The main factors which are<br />

considered include future earnings potential; cumulative losses in recent years; history of loss carry-forwards<br />

and other tax assets expiring; the carry-forward period associated with the deferred tax assets; future reversals<br />

of existing taxable temporary differences; tax-planning strategies that would, if necessary, be implemented, and<br />

the nature of the income that can be used to realize the deferred tax asset. As a result of the assessment made,<br />

the Group has recognized deferred tax assets in certain entities because it is probable that taxable profit will be<br />

available sufficient to recognize deferred tax assets in those entities.<br />

Impairment of Goodwill, Tangible and <strong>In</strong>tangible Fixes Assets<br />

As described in Note 2.7.6 the Group tests goodwill annual for impairment. <strong>In</strong> the current period, the Group<br />

tested tangible and intangible assets for impairment together with the goodwill.<br />

The recoverable amount is determined by value in use calculations. Principal estimates such as discount rate,<br />

growth rate, sale prices and direct costs during the period are taken into account in assessing the value in use. As<br />

explained in Note 20, for value in use calculation, goodwill is not allocated to each cash-generating unit and the<br />

whole <strong>Petrol</strong> <strong>Ofisi</strong> A.Ş was taken into consideration. Discount rate reflects the effective market valuations concerning<br />

time value of money and risks specific to the asset. The Group is using weighted average cost of capital as<br />

the discount rate. Growth rate is determined in respect of the related sector growth estimates. Changes in sales<br />

prices and direct costs are based on past experience and future expectations.<br />

As a result of assessment, the recoverable amount of goodwill, tangible and intangible assets exceeded their<br />

carrying amount and there is no impairment as of December 31, <strong>2009.</strong><br />

159


160<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 3 – BUSINESS COMBINATIONS<br />

None.<br />

NOTE 4 – PARTNERSHIPS<br />

None.<br />

NOTE 5 – SEGMENTAL INFORMATION<br />

The Group has adopted IFRS 8 starting January 1, 2009 and have identified relevant operating segments based on<br />

internal reports about the components of the Group that are regularly reviewed by the chief operating decision<br />

maker of the Group. The chief operating decision maker of the Group has been identified as the Chief Executive<br />

Officer and Board of Directors.<br />

The chief operating decision maker of the Group reviews results and operations on different customer groups<br />

composed of diverse risk and benefits segment basis in order to monitor performance and to allocate resources.<br />

Customer group segments of the Group are defined in the following categories: retail, industrial and commercial.<br />

Certain assets and liabilities and revenues/expenses such as interest income and expenses are excluded from<br />

segmental disclosures as they are managed centrally at the corporate level.<br />

January 1 – December 31, 2009<br />

Retail <strong>In</strong>dustrial and commercial Total<br />

Sales revenue (net) 9.029.690.724 5.065.221.405 14.094.912.129<br />

Cost of sales (-) (8.316.281.554) (4.762.609.111) (13.078.890.665)<br />

Gross profit/loss 713.409.170 302.612.294 1.016.021.464<br />

Operating expense(-) (242.406.913) (145.439.592) (387.846.505)<br />

Unallocated operating income 24.584.246<br />

Unallocated operating expenses (-) (41.422.914)<br />

Operating profit 471.002.257 157.172.702 611.336.291<br />

Finance income 930.345.542<br />

Finance expenses (-) (1.177.709.456)<br />

Profit/loss before taxation 363.972.377<br />

Current tax income/expense (81.404.794)<br />

Deferred tax income/expense 9.210.323<br />

Profit/loss for the period 291.777.906<br />

Distribution of profit/loss for the<br />

period<br />

Minority <strong>In</strong>terest 4.422.520<br />

Parent Company Share 287.355.386


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 5 – SEGMENTAL INFORMATION (cont’d)<br />

January 1 – December 31, 2008<br />

ANNUAl rePort ‘09<br />

Retail <strong>In</strong>dustrial and commercial Total<br />

Sales revenue (net) 10.294.464.591 6.899.980.107 17.194.444.698<br />

Cost of sales (-) (9.347.561.607) (6.642.612.701) (15.990.174.308)<br />

Gross profit/loss 946.902.984 257.367.406 1.204.270.390<br />

Operating expense(-) (250.613.165) (141.617.141) (392.230.306)<br />

Unallocated operating income 16.997.665<br />

Unallocated operating expenses (-) (45.780.816)<br />

Operating profit 696.289.819 115.750.265 783.256.933<br />

Finance income 793.568.726<br />

Finance expenses (-) (1.444.280.068)<br />

Profit/loss before taxation 132.545.591<br />

Current tax income/expense (21.121.567)<br />

Deferred tax income/expense (8.721.537)<br />

Profit/loss for the period 102.702.487<br />

Distribution of profit/loss for the<br />

period<br />

Minority <strong>In</strong>terest 1.795.684<br />

Parent Company Share 100.906.803<br />

161


162<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 5 – SEGMENTAL INFORMATION (cont’d)<br />

Segment assets and liabilities:<br />

Total Assets<br />

December 31<br />

2009<br />

December 31<br />

2008<br />

Retail 1.923.437.542 1.741.327.394<br />

<strong>In</strong>dustrial and commercial 747.552.398 748.854.959<br />

Unallocated 4.262.159.070 4.444.906.546<br />

Total 6.933.149.010 6.935.088.899<br />

Total Liabilities<br />

December 31<br />

2009<br />

December 31<br />

2008<br />

Retail 1.313.641.876 1.628.500.818<br />

<strong>In</strong>dustrial and commercial 732.310.104 1.078.866.549<br />

Unallocated 1.872.431.030 1.474.289.388<br />

Total 3.918.383.010 4.181.656.755<br />

Capital expenditures, depreciation and amortization:<br />

Capital Expenditures 2009 2008<br />

Retail 189.810.506 237.515.744<br />

<strong>In</strong>dustrial and commercial 115.697.782 19.328.797<br />

Unallocated 24.857.403 41.406.279<br />

December 31 330.365.691 298.250.820<br />

Depreciation and amortization 2009 2008<br />

Retail 87.258.789 75.941.601<br />

<strong>In</strong>dustrial and commercial 31.705.450 10.779.083<br />

Unallocated 35.195.108 34.587.320<br />

December 31 154.159.347 121.308.004


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 6 – CASH AND CASH EQUIVALENTS<br />

ANNUAl rePort ‘09<br />

As of December 31, 2009 and December 31, 2008, cash and cash equivalents are summarized as follows:<br />

December 31, 2009 December 31, 2008<br />

Cash 24.509 18.973<br />

Banks 1.390.159.967 1.535.713.312<br />

- Demand Deposit 81.904.296 11.266.460<br />

- Time Deposit 1.308.255.671 1.524.446.852<br />

1.390.184.476 1.535.732.285<br />

As of December 31, 2009, the interest rates of Turkish Lira, time deposits vary between 4,25% and 10,60% (December<br />

31, 2008: %11,28 - %18,25). <strong>In</strong>terest rates of foreign currency time deposits vary between 0,11 % and<br />

5,25% (December 31, 2008: 0,25% - 7,50%). Such time deposits include TL 49.370.887 (December 31, 2008: TL<br />

38.041.287) and USD time deposits of TL 1.258.884.783 (December 31, 2008: TL 1.486.405.565).<br />

Cash and cash equivalents in consolidated statement of cash flows are summarized below:<br />

December 31, 2009 December 31, 2008<br />

Cash and cash equivalents 1.390.184.476 1.535.732.285<br />

Less: interest accruals (828.874) (788.560)<br />

1.389.355.602 1.534.943.725<br />

NOTE 7 – FINANCIAL ASSETS<br />

Short-term financial assets of the Group are as follows<br />

December 31, 2009 December 31, 2008<br />

Valuation of swap transactions (*) 41.228.570 42.369.299<br />

Fair value of inventory future contracts (**) - 62.568.464<br />

Guarantee deposits for derivative transactions 15.608.637 -<br />

Total 56.837.207 104.937.763<br />

(*) The Group has entered into swap contracts for USD 165.000.000 borrowing to hedge exchange rate (TL/USD) fluctuations<br />

and for USD 165.000.000 and Euro 954.550 borrowings to hedge interest rate changes.<br />

(**) The Group has used derivative instruments for the purpose of regular gross profit margin and avoiding loss in value inventories.<br />

Financial instruments whose maturities are 1 or 2 months are used for the import cargos, for oil inventories<br />

contracts with longer maturities are used. The maturities of all contracts are less than 1 year. Any gains or losses arising<br />

from these transactions, are included in cost of goods sold.<br />

163


164<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 7 – FINANCIAL ASSETS (cont’d)<br />

December 31, 2009 December 31, 2008<br />

Change in<br />

Change in Fair<br />

Nominal Value Fair Value Nominal Value<br />

Value<br />

<strong>In</strong>ventory 209.032.717 (4.857.012) 258.147.228 62.568.464<br />

Available for sale financial assets of the Group are as follows:<br />

December 31, 2009 December 31, 2008<br />

TL % TL %<br />

Çankaya Bel-Pet Limited Şirketi 135.020 49,0 135.020 49,0<br />

İstanbul Gübre Sanayi A.Ş. 872 0,1 872 0,1<br />

135.892 135.892<br />

Nature and level of risks derived from financial instruments are disclosed in Note 38.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 8 – FINANCIAL BORROWINGS<br />

December 31, 2009<br />

ANNUAl rePort ‘09<br />

December 31,<br />

2008<br />

Short term bank loans 6.482.942 19.432.173<br />

Short term finance lease payables, net 7.189.376 7.288.814<br />

Short term portions of long term borrowings and interests 534.235.113 103.670.980<br />

Total short term financial borrowings 547.907.431 130.391.967<br />

Long term bank loans 853.297.700 829.700.301<br />

Long term finance lease payables, net 17.262.442 23.412.141<br />

Total long term financial borrowings 870.560.142 853.112.442<br />

Total financial borrowings 1.418.467.573 983.504.409<br />

165


166<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 8 – FINANCIAL BORROWINGS (cont’d)<br />

As of December 31, 2009 and December 31, 2008, details of the Group’s financial borrowings are as follows:<br />

Weighted Average <strong>In</strong>terest<br />

Rate Original Currency TL<br />

Short-term borrowings: December 31, December 31, December 31, December 31, December 31, December 31,<br />

2009 2008 2009 2008 2009 2008<br />

Bank borrowings in TL - 10,07% 6.482.942 19.432.173 6.482.942 19.432.173<br />

6.482.942 19.432.173<br />

Short term portions of long<br />

term borrowings:<br />

Short term portion<br />

of long-term bank<br />

borrowings in TL 18,58% 18,59% 125.288.522 34.022.877 125.288.522 34.022.877<br />

Short term portion<br />

of long-term bank<br />

borrowings in USD 7,07% 5,26% 271.127.664 44.837.707 408.236.924 67.808.065<br />

Short term portion<br />

of long-term bank<br />

borrowings in EURO 3,62% 7,17% 328.504 859.510 709.667 1.840.038<br />

534.235.113 103.670.980<br />

Long-term borrowings:<br />

Bank Borrowings in TL 12,82% 18,69% 410.000.000 501.000.000 410.000.000 501.000.000<br />

Bank borrowings in USD 5,49% 7,16% 293.500.000 216.000.000 441.922.950 326.656.800<br />

Bank borrowings in EURO 3,62% 7,53% 636.370 954.550 1.374.750 2.043.501<br />

853.297.700 829.700.301<br />

Repayment schedule of financial borrowings are as follows:<br />

December 31, 2009 December 31, 2008<br />

0-1 year 540.718.055 123.103.153<br />

1-2 years 284.778.564 371.456.660<br />

2-3 years 554.967.836 284.877.960<br />

3-4 years 13.551.300 159.754.981<br />

4-5 years - 9.073.800<br />

5+ years - 4.536.900<br />

1.394.015.755 952.803.454


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 8 – FINANCIAL BORROWINGS (cont’d)<br />

As at the balance sheet date, Group’s finance lease payables are as follows:<br />

Short-term finance lease payables<br />

ANNUAl rePort ‘09<br />

December 31, 2009 December 31, 2008<br />

Short term finance lease payables 9.728.314 10.275.934<br />

Deferred finance cost of lease payables (-) (2.538.938) (2.987.120)<br />

Total 7.189.376 7.288.814<br />

Long-term finance lease payables<br />

December 31, 2009 December 31, 2008<br />

Long term finance lease payables 19.988.631 28.232.431<br />

Deferred finance cost of lease payables (-) (2.726.189) (4.820.290)<br />

Total 17.262.442 23.412.141<br />

Repayment schedule of finance lease payables as of December 31, 2009 is as follows:<br />

Finance lease<br />

payables<br />

Deferred finance cost of<br />

lease payables Total liability<br />

0-1 year 9.728.314 (2.538.938) 7.189.376<br />

1-2 years 8.747.215 (1.659.021) 7.088.194<br />

2-3 years 6.270.997 (746.558) 5.524.439<br />

3-4 years 3.250.320 (260.829) 2.989.491<br />

4-5 years 1.509.805 (56.689) 1.453.116<br />

5 + years 210.294 (3.092) 207.202<br />

29.716.945 (5.265.127) 24.451.818<br />

167


168<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 8 – FINANCIAL BORROWINGS (cont’d)<br />

Repayment schedule of finance lease payables as of December 31, 2008 is as follows:<br />

Finance lease<br />

payables<br />

Deferred finance cost of<br />

lease payables Total liability<br />

0-1 year 10.275.934 (2.987.120) 7.288.814<br />

1-2 years 9.261.090 (2.346.517) 6.914.573<br />

2-3 years 8.320.282 (1.496.910) 6.823.372<br />

3-4 years 5.988.504 (692.414) 5.296.090<br />

4-5 years 3.095.305 (233.680) 2.861.625<br />

5+ years 1.567.250 (50.769) 1.516.481<br />

38.508.365 (7.807.410) 30.700.955<br />

The fair value of the Group’s lease obligations approximates their carrying amount.<br />

Nature and level of risks derived from financial liabilities are disclosed in Note 38.<br />

NOTE 9 – OTHER FINANCIAL LIABILITIES<br />

December 31, 2009 December 31, 2008<br />

Fair value of inventory future contracts (Note 7) 4.857.012 -<br />

Guarantee deposit payables for derivative transactions - 18.844.919<br />

Total 4.857.012 18.844.919<br />

Nature and level of risks derived from financial liabilities are disclosed in Note 38.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 10 – TRADE RECEIVABLES AND PAYABLES<br />

As at the balance sheet date, trade receivables of the Group are summarized below:<br />

ANNUAl rePort ‘09<br />

December 31, 2009 December 31, 2008<br />

Trade receivables 511.773.163 536.523.506<br />

Cheques and notes receivables 380.993.995 319.660.260<br />

Credit card receivables 75.141.446 61.257.047<br />

Loans given to dealers 2.533.078 1.733.565<br />

Due from related parties (Note 37) 3.075.970 2.794.178<br />

973.517.652 921.968.556<br />

Less: Provisions for doubtful receivables (105.046.897) (97.131.115)<br />

Short term trade receivables 868.470.755 824.837.441<br />

Loans given to dealers 7.210.603 6.238.627<br />

Cheques and notes receivable 3.413.098 225.467<br />

Long term trade receivables 10.623.701 6.464.094<br />

Provisions for doubtful receivables movement for the period ended December 31, 2009 and 2008 are as follows:<br />

2009 2008<br />

January 1 97.131.115 85.912.647<br />

Collections (5.612.957) (5.399.398)<br />

Charge for the period 13.528.739 16.617.866<br />

December 31 105.046.897 97.131.115<br />

The Group has disclosed the credit risk and related information in Credit Risk section of Note 38 to the financial<br />

stateements.<br />

169


170<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 10 – TRADE RECEIVABLES AND PAYABLES (cont’d)<br />

As of balance sheet date, the details of the Group’s trade payables are as follows:<br />

December 31, 2009 December 31, 2008<br />

Suppliers 1.448.286.786 1.693.335.409<br />

Due to related parties (Note 37) 555.299 2.034.896<br />

Notes payables 1.038.040 1.203.972<br />

Short term trade payables 1.449.880.125 1.696.574.277<br />

Suppliers 584.335.822 966.823.460<br />

Long term trade payables 584.335.822 966.823.460<br />

Non-interest bearing letters of credit in short-term trade payables amount to TL 1.096.421.788 (USD 728.180.772)<br />

(December 31, 2008: TL 1.251.257.269 (USD 827.386.940)). There is no short term interest-bearing letters of<br />

credits as of December 31, 2009 (December 31, 2008: TL 171.946.111 (USD 113.698.414) and weighted average<br />

interest rate is 6,31%).<br />

Non-interest bearing letters of credit in long-term trade payables amount to TL 584.335.822 (USD 388.082.501)<br />

(December 31, 2008: TL 966.823.460 (USD 639.306.659)). There is no long term interest bearing letters of credit<br />

as of December 31, 2009 (December 31, 2008:None).<br />

Non-interest bearing letter of credits are recognized at fair value at initial recognition. <strong>In</strong> subsequent periods these<br />

letter of credits are measured at amortized cost, using the effective interest rate method. Effective interest rates<br />

used for long-term and short-term non-interest bearing letters of credit are 2,97% and 3,87% respectively (December<br />

31, 2008: %4,02 and %4,70).<br />

As of December 31, 2009, long term letter of credits amounting to TL 584.335.822 have maturities within the second<br />

year (December 31, 2008: TL 924.757.011 within the second year and TL 42.066.449 within the third year).<br />

Nature and level of risks derived from financial liabilities are disclosed in Note 38.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 11 – OTHER RECEIVABLES AND PAYABLES<br />

ANNUAl rePort ‘09<br />

OTHER RECEIVABLES December 31, 2009 December 31, 2008<br />

Receivables from personnel 44.010 481.998<br />

Special consumption tax exemption (*) 13.347.240 56.002.308<br />

Deposits and guarantees given 661.799 579.411<br />

Other 2.872.231 3.055.304<br />

Total other short term receivables 16.925.280 60.119.021<br />

Other receivables 185.125 535.785<br />

Deposits and guarantees given 482.138 371.023<br />

Total other long term receivables 667.263 906.808<br />

(*) On deliveries made to certain military institutions, embassies and petroleum searching companies, the Group obtains<br />

Special Consumption Tax exemption to be used through the purchases from Tüpraş. The amount reflected in the consolidated<br />

financial statements corresponds to the exemption certificates sent to Tüpraş but not used as of the date of the<br />

consolidated financial statements.<br />

OTHER PAYABLES December 31, 2009 December 31, 2008<br />

Taxes, dues and other payables 298.990.002 342.228.869<br />

Other payables under guarantees 6.187.860 9.705.095<br />

Deposits and guarantees received 1.118.840 833.745<br />

Other 5.542.625 24.608.191<br />

Total other short term payables 311.839.327 377.375.900<br />

Deposits and guarantees received 833.923 637.965<br />

Advances received 146.176 166.655<br />

Total other long term payables 980.099 804.620<br />

171


172<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 12 – RECEIVABLES AND PAYABLES FROM FINANCIAL SECTOR OPERATIONS<br />

None.<br />

NOTE 13 – INVENTORIES<br />

December 31, 2009 December 31, 2008<br />

Trade goods 688.600.041 688.102.865<br />

Raw materials 27.086.272 44.295.415<br />

Finished goods 14.425.870 21.054.190<br />

Work in process 2.085.651 3.693.276<br />

Other (*) 67.116.164 91.278.856<br />

Impairment of inventories (-) (1.355.581) (68.776.629)<br />

Total 797.958.417 779.647.973<br />

(*) Other inventories consist of fuels and lubricants in transit.<br />

Movement of impairment of inventories is as follows:<br />

2009 2008<br />

January 1 (68.776.629) -<br />

Current year charge - (68.776.629)<br />

Provision released 67.421.048 -<br />

December 31 (1.355.581) (68.776.629)<br />

NOTE 14 – BIOLOGICAL ASSETS<br />

None.<br />

NOTE 15 – RECEIVABLES FROM ONGOING CONSTRUCTION CONTRACTS<br />

None.<br />

NOTE 16 – INVESTMENTS VALUED BY EQUITY METHOD<br />

None.<br />

NOTE 17 – INVESTMENT PROPERTY<br />

None.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 18 – TANGIBLE FIXED ASSETS<br />

Movements of tangible fixed assets during the period ended December 31, 2009 are as follows:<br />

January 1,<br />

2009 Additions Disposals Transfer<br />

Currency<br />

Translation<br />

Adjustment<br />

ANNUAl rePort ‘09<br />

December 31,<br />

2009<br />

Cost:<br />

Land and buildings 275.504.386 34.457.747 (2.693.572) 1.752.683 (27.655) 308.993.589<br />

Land improvements 188.982.592 61.552.834 (2.063.700) 8.703.033 (507) 257.174.252<br />

Machinery and<br />

equipment 622.088.585 4.244.744 (2.502.867) 8.579.610 (8.406) 632.401.666<br />

Motor vehicles 15.450.196 55.852 (1.310.654) 475.337 (4.971) 14.665.760<br />

Furniture and fixtures 27.969.766 540.873 (229.141) 3.692.256 (1.213) 31.972.541<br />

Other tangibles 632.202.548 8.991.632 (3.760.990) 83.764.993 - 721.198.183<br />

Leasehold improvements 480.319.134 1.010.048 (2.709.713) 56.604.308 (241) 535.223.536<br />

Construction in progress 17.659.536 180.379.222 - (163.572.220) (1.750) 34.464.788<br />

2.260.176.743 291.232.952 (15.270.637) - (44.743) 2.536.094.315<br />

Accumulated<br />

Depreciation:<br />

Buildings 24.912.527 5.537.349 (670.031) - - 29.779.845<br />

Land improvements 69.197.969 20.477.850 (766.355) - - 88.909.464<br />

Machinery and<br />

equipment 529.504.675 13.987.429 (1.506.475) - (2.738) 541.982.891<br />

Motor vehicles 9.892.461 2.055.978 (1.141.644) - - 10.806.795<br />

Furniture and fixtures 19.659.030 2.310.871 (170.496) - - 21.799.405<br />

Other tangibles 277.921.278 47.179.102 (476.954) - - 324.623.426<br />

Leasehold improvements 110.556.887 50.935.308 (709.039) - - 160.783.156<br />

1.041.644.827 142.483.887 (5.440.994) - (2.738) 1.178.684.982<br />

Net book value:<br />

Land and buildings 250.591.859 279.213.744<br />

Land improvements 119.784.623 168.264.788<br />

Machinery and<br />

equipment 92.583.910 90.418.775<br />

Motor vehicles 5.557.735 3.858.965<br />

Furniture and fixtures 8.310.736 10.173.136<br />

Other tangibles 354.281.270 396.574.757<br />

Leasehold improvements 369.762.247 374.440.380<br />

Construction in progress 17.659.536 34.464.788<br />

Net book value 1.218.531.916 1.357.409.333<br />

Other tangible assets mainly consist of tanks, stations and station equipments.<br />

173


174<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 18 – TANGIBLE FIXED ASSETS (cont’d)<br />

Movements of tangible fixed assets during the period ended December 31, 2008 are as follows:<br />

January 1,<br />

2008 Additions Disposals Transfer<br />

Currency<br />

Translation<br />

Adjustment<br />

December 31,<br />

2008<br />

Cost:<br />

Land and buildings 257.184.022 9.990.341 (52.760) 8.382.783 - 275.504.386<br />

Land improvements 177.213.356 33.407 (3.606.887) 15.342.716 - 188.982.592<br />

Machinery and<br />

equipment 610.014.486 12.135.578 (167.237) 37.481 68.277 622.088.585<br />

Motor vehicles 15.056.719 1.197.168 (868.630) - 64.939 15.450.196<br />

Furniture and fixtures 25.208.893 1.299.002 (16.952) 1.460.187 18.636 27.969.766<br />

Other tangibles 530.352.911 6.770.393 (2.589.169) 97.668.413 - 632.202.548<br />

Leasehold improvements 335.741.359 558.054 (3.224.837) 147.240.188 4.370 480.319.134<br />

Construction in progress 23.279.617 264.511.687 - (270.131.768) - 17.659.536<br />

1.974.051.363 296.495.630 (10.526.472) - 156.222 2.260.176.743<br />

Accumulated<br />

Depreciation:<br />

Buildings 19.571.151 5.344.366 (2.990) - - 24.912.527<br />

Land improvements 61.872.376 9.569.589 (2.243.996) - - 69.197.969<br />

Machinery and<br />

equipment 517.206.559 12.368.735 (70.619) - - 529.504.675<br />

Motor vehicles 8.627.624 2.107.206 (842.369) - - 9.892.461<br />

Furniture and fixtures 17.006.045 2.664.078 (11.093) - - 19.659.030<br />

Other tangibles 233.168.839 44.984.452 (232.013) - - 277.921.278<br />

Leasehold improvements 68.913.005 42.408.895 (765.013) - - 110.556.887<br />

926.365.599 119.447.321 (4.168.093) - - 1.041.644.827<br />

Net book value:<br />

Land and buildings 237.612.871 250.591.859<br />

Land improvements 115.340.980 119.784.623<br />

Machinery and<br />

equipment 92.807.927 92.583.910<br />

Motor vehicles 6.429.095 5.557.735<br />

Furniture and fixtures 8.202.848 8.310.736<br />

Other tangibles 297.184.072 354.281.270<br />

Leasehold improvements 266.828.354 369.762.247<br />

Construction in progress 23.279.617 17.659.536<br />

Net book value 1.047.685.764 1.218.531.916


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 19 – INTANGIBLE ASSETS<br />

Movements of intangible assets during the period ended as of December 31, 2009 are as follows:<br />

Cost:<br />

January 1,<br />

2009 Additions Disposals Transfer<br />

Currency<br />

Translation<br />

Adjustment<br />

ANNUAl rePort ‘09<br />

December 31,<br />

2009<br />

Mining exploration licences - 33.594.744 - - - 33.594.744<br />

Other intangible assets<br />

İntangible assets under<br />

24.051.175 1.589.693 (1.245.551) - (202) 24.395.115<br />

development - 3.948.302 - - - 3.948.302<br />

24.051.175 39.132.739 (1.245.551) - (202) 61.938.161<br />

Accumulated depreciation:<br />

Mining exploration licences - 9.359.898 - - - 9.359.898<br />

Other intangible assets 15.392.240 2.315.562 (168.635) - (21) 17.539.146<br />

15.392.240 11.675.460 (168.635) - (21) 26.899.044<br />

Net book value 8.658.935 35.039.117<br />

Movements of intangible assets during the period ended as of December 31, 2008 are as follows:<br />

January 1, 2008 Additions Disposals Transfer<br />

Currency<br />

Translation<br />

Adjustment<br />

December 31,<br />

2008<br />

Cost:<br />

Other intangible assets 22.384.160 1.755.190 (88.302) - 127 24.051.175<br />

22.384.160 1.755.190 (88.302) - 127 24.051.175<br />

Accumulated<br />

depreciation:<br />

Other intangible assets 13.572.249 1.860.683 (40.692) - - 15.392.240<br />

13.572.249 1.860.683 (40.692) - - 15.392.240<br />

Net book value 8.811.911 8.658.935<br />

<strong>In</strong>tangible assets other than goodwill comprise information systems, privileged rights, natural gas exploration<br />

licences and software.<br />

PO Arama Üretim has made an agreement with Toreador Türkiye Ltd. Şti. (“Toreador”) amounting to 55.000.000<br />

USD in order to own %26,75 of the shares of Toreador, which is %36,75 of total shares, in project of Akçakoca<br />

Natural Gas Production including 8 sea search licences. 55.000.000 USD of the total worth was paid after the<br />

approval of other partners of the project. <strong>In</strong> this purchase, jointly controlled tripods and pipe lines under land<br />

improvements; natural gas exploration licences have been accounted under intangible fixed assets.<br />

175


176<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 20 – GOODWILL<br />

IFRS 3 (“Business Combinations”) is applied to the business combinations and to any goodwill arising on these<br />

business combinations for which the agreement date is on or after 31 March 2004. IFRS 3 requires goodwill<br />

acquired in a business combination to be measured after initial recognition at cost less any accumulated impairment<br />

losses. <strong>In</strong> accordance with the transitional provisions of IFRS 3, the Group discontinues amortizing previously<br />

recognized goodwill from the beginning of the first annual period beginning on or after 31 March 2004.<br />

Accordingly, the Group has ceased amortizing goodwill in the year beginning on January 1, 2005. Total goodwill<br />

of the Group as of December 31, 2004 was TL 2.809.692.447 and accumulated amortization was TL 579.237.809.<br />

Since January 1, 2005, the goodwill is presented net of amortization as TL 2.230.454.638 in the financial statements.<br />

İş Doğan <strong>Petrol</strong> Yatırımları A.Ş. (“İş Doğan”), which was established as a joint venture of Türkiye İş Bankası A.Ş.<br />

and Doğan Şirketler Grubu Holding A.Ş., acquired 51% and 25,8% shares of the Company with an amount TL<br />

2.825.070.788 and TL 557.364.740 respectively on July 21, 2000 and August 8, 2002 from the Privatization<br />

Administration (“PA”). Goodwill of TL 2.710.882.207 related to these acquisitions was included in the pre-merger<br />

consolidated financial statements of İş Doğan, prepared in accordance with IFRS.<br />

Based on the Board of Directors decision numbered 2002/38 and dated 17 November 2002, İş Doğan decided to<br />

collect its publicly held shares through call back and these share purchases were realized between 22 November<br />

and 9 December 2002. As a result of these share purchases, the total percentage of shares owned by İş Doğan<br />

increased to 96,3% and İş Doğan transferred 14% of these shares to its shareholders, namely Türkiye İş Bankası<br />

A.Ş. and Doğan Şirketler Grubu Holding A.Ş equally as 7%, before the merger. After the share transfer made by İş<br />

Doğan to its shareholders, the remaining shares collected via call back representing 5,5% of the total. Goodwill<br />

of TL 51.771.489 was included in the pre-merger consolidated IFRS financial statements of İş Doğan related to<br />

5,5% share purchase. The fair value assessment related to the shares purchased by İş Doğan in 2002 finalized<br />

in 2003. As a result of the assessment, goodwill increased and property, plant and equipment decreased by TL<br />

47.038.751.<br />

On 27 December 2002, the Company merged with İş Doğan, which was the majority shareholder of the Company,<br />

in accordance with Turkish Commercial Code Article No: 451 and Corporate Tax Law Article No: 37-39 after<br />

the approval the Turkish Capital Markets Board (“CMB”) given at the meeting numbered 61/1705 and dated 24<br />

December 2002. As a result of this legal merger, the assets and liabilities of İş Doğan were transferred to the<br />

Company and İş Doğan was dissolved. Minority interest of TL 247.461.598 (Note 27) in these financial statements<br />

was classified under additional paid-in capital during the merger.<br />

The Group assesses goodwill for impairment annually or more frequently when there is an indication of impairment.<br />

Recoverable amount is determined by calculating the value in use. Principal estimates such as discount<br />

rate, growth rate, sale prices and direct costs during the period are taken into account in assessing the value in<br />

use. For value in use calculation, goodwill is not allocated to each cash-generating unit and the whole <strong>Petrol</strong> <strong>Ofisi</strong><br />

A.Ş was taken into consideration. Discount rate reflects the effective market valuations concerning time value of<br />

money and risks specific to the asset. The Company is using weighted average cost of capital as the discount rate.<br />

Growth rate is determined in respect of the related sector growth estimates. Changes in sales prices and direct<br />

costs are based on past experience and future expectations.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 20 – GOODWILL (cont’d)<br />

ANNUAl rePort ‘09<br />

The Group is preparing its cash flow projections in USD based on the latest financial budget which is approved<br />

by the management. <strong>In</strong> preparing cash flows, for the next five years 5% per annum and for subsequent years<br />

zero percent per annum estimated growth rate was used as of December 31, <strong>2009.</strong> The Company used a rate of<br />

9,91% in order to discount cash flow projections. As a result of assessment, the recoverable amount of goodwill<br />

exceeded its carrying amount and there is no impairment as of December 31, <strong>2009.</strong><br />

NOTE 21 – GOVERNMENT GRANTS AND INCENTIVES<br />

None.<br />

NOTE 22 – PROVISIONS, CONTINGENT ASSETS AND LIABILITIES<br />

Provisions<br />

December 31, 2009 December 31, 2008<br />

Provision for lawsuits 39.505.987 27.488.552<br />

Provisions for other debts and expenses 89.213 908.001<br />

Total short term provisions 39.595.199 28.396.553<br />

Provisions for other debts and expenses 2.594.584 2.008.360<br />

Total long term provisions 2.594.584 2.008.360<br />

A provision of TL 39.505.987, regarding court expenses and possible interests and charges, has been provided for<br />

various court cases filed against the Company. The movement of the provision for lawsuits is as follows:<br />

2009 2008<br />

January 1 27.488.552 22.791.411<br />

<strong>In</strong>crease during the period 13.806.141 6.538.316<br />

Payments (1.788.706) (1.841.175)<br />

December 31 39.505.987 27.488.552<br />

177


178<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 22 – PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (cont’d)<br />

Provisions<br />

The court case for an amount of TL 850.886 which was filed by İstanbul Metropolitan Municipality with Beykoz<br />

First Civil Court of First <strong>In</strong>stance (File No: 2001/320), with a request for damages for the unlawful occupation of<br />

the Çubuklu Storage Facilities, resulted against the Company. An application was made to the Supreme Court<br />

of Appeals, which ruled for the amendment of the resolution and the trial process started again. After this, the<br />

court resulted against the Company and an application was made to the Supreme Court of Appeals that ended<br />

against the Company again. The Company applied for the correction of the decision. The application for the correction<br />

of the decision is rejected, the court decision became final. The case for an amount of TL 2.555.850 which<br />

was filed by İstanbul Metropolitan Municipality with Beykoz Civil Court of First <strong>In</strong>stance (File No: 2006/101),<br />

related to the damages payable for the unlawful occupation of the Çubuklu Storage Facilities, is currently in<br />

progress. Upon these, case for an amount of TL 882.000 which was filed by İstanbul Metropolitan Municipality<br />

with Beykoz First Civil Court of First <strong>In</strong>stance (File No: 2009/43) and case for an amount of TL 1.170.730 against<br />

İstanbul Metropolitan Municipality with Istanbul Administrative Court of Second <strong>In</strong>stance (File No: 2009/639)<br />

are currently in progress. A provision of TL 12.001.151 (December 31, 2008: TL 9.336.474) has been provided for<br />

regarding the court expenses and possible interests and charges. There is no ruling on the merits of the case yet<br />

and the trials are in progress.<br />

A provision of TL 27.504.836 (December 31, 2008: TL 18.152.078), regarding court expenses and possible interests<br />

and charges, has been provided for various court cases filed against the Group.<br />

Contingent Liabilities<br />

Penalty Imposed by the Energy Market Regulatory Authority<br />

With its Notifications No: 25049 and 25057, both dated August 31, 2006, the Energy Market Regulatory Authority<br />

(EMRA) imposed administrative fines on <strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. and its subsidiary ERK <strong>Petrol</strong> Yatırımları A.Ş. (“Erk”)<br />

amounting to TL 498.693.080 and TL 100.738.860 respectively for deliveries made to unlicensed dealers. The<br />

Company and Erk have taken judicial actions in order to exercise their legal rights for the cancellation of the fines<br />

and removal of payment orders.<br />

13th Division of Council, 7th and 8th Tax Courts denied the motion of the Company and Erk for cancellation of<br />

the stay of execution of the fines. The Company and Erk appealed the ruling of the 13th Division of Council of<br />

State to the Plenary Session of Administrative Divisions of Council of State, denying motion for stay of execution<br />

for administrative fines imposed on the Company and Erk. Plenary Session of Administrative Divisions of Council<br />

of State suspended the execution of all of the fines imposed against the Company and Erk.<br />

Following the desicion for stay of execution the cancellation of the fines and removal of payment orders have<br />

been decided. EMRA and Tax Court appealed the desicion. The Company waits for the final desicion of Council<br />

of State.<br />

Following the cancellation of the fines, the judicial process continues regarding the return of the guarantees<br />

given and the first two installments paid.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 22 – PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (cont’d)<br />

Contingent Liabilities (cont’d)<br />

Other Contingent Liabilities<br />

ANNUAl rePort ‘09<br />

As a result of the tax inspection conducted on the Company’s accounts for the year 2003, tax/penalty notifications<br />

including TL 12.827.599 of original tax liability and a TL 30.092.800 of tax penalty have been communicated<br />

to the Company on 25.12.2008 by the Boğaziçi Corporate Tax Office. On 20.01.2009, the Company has filed for<br />

arbitration. Ministry of Finance Revenue Administration has communicated the date for settlement meeting to<br />

the Company as 24.11.<strong>2009.</strong> For the tax and penalties, the right of appeal in court stays until the resolution of the<br />

arbitration process and the Company will appeal at court if no settlement is reached in arbitration. Until settlement<br />

process or until the decision of the tax court in case of appeal, no payment will be made.<br />

Tax/penalty notifications for the years 2003-2007 including a TL 9.916.863 of original tax liability and a TL<br />

13.810.421 of tax penalty, which are sent out by Boğaziçi Corporate Tax Office and Large Taxpayers Tax Office<br />

with respect to the inspection reports prepared in relation to the investigation carried out by the tax inspectors<br />

of the Ministry of Finance, have been communicated to the Company on 22-23.07.2008. Tax inspection reports,<br />

which form a basis for the notifications, are grounded on the claim that advance rental payments with respect to<br />

the usufruct contracts signed between the fuel distributors and the dealers are subject to withholding tax deeming<br />

the usufruct contracts as rental agreements. A lawsuit was filed at the İstanbul Tax Court with respect to the<br />

mentioned inspection reports and the tax/penalty notifications on 11.09.2008. The judicial process of premier<br />

tax fine amounting to TL 7.953.226 and penalty amounting to TL 10.865.775 was removed by tax court. The judicial<br />

process of the remaining part continues and during this process, no court decision was communicated to<br />

the group.<br />

Tax/penalty notifications for the year 2004 including a TL 6.353.475 of original tax liability and a TL 13.940.464<br />

of tax penalty, which are sent out by Boğaziçi Corporate Tax Office have been communicated to the Company<br />

on December 21, <strong>2009.</strong> On January 18, 2010, the Company has filed for arbitration in accordance with tax laws,<br />

however, no arbitration date has been communicated to the Company as of the issuance date of the consolidated<br />

financial statements as of December 31, <strong>2009.</strong> For tax liabilities and tax penalties, the right of appeal in<br />

court stays until the resolution of the arbitration process and the Company will appeal at court if no settlement<br />

is reached in arbitration.<br />

Other contingent liabilities as of December, 2009 and December 31, 2008 are as follows:<br />

December 31, 2009 December 31, 2008<br />

Other lawsuits against the Group 5.457.299 10.456.441<br />

The Company forecasts no cash outflow regarding the above legal matters as of the announcement date of the<br />

consolidated financial statements for the period ended December 31, <strong>2009.</strong> Accordingly, no provision has been<br />

provided for the above matters in the accompanying consolidated financial statements.<br />

179


180<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 22 – PROVISIONS, CONTINGENT ASSETS AND LIABILITIES (cont’d)<br />

Contingent Liabilities (cont’d)<br />

Guarantee/pledge/mortgage (“GPM”) position of the Group as of December 31, 2009 and December 31, 2008<br />

are as follows:<br />

Guarentees/Pledge/Mortgage given<br />

by the Group December 31, 2009 December 31, 2008<br />

The Company Subsidiaries The Company Subsidiaries<br />

A.GPM given on behalf of its own legal entity<br />

B. GPM given on behalf of subsidiaries that<br />

276.193.913 6.691.443 348.318.992 11.607.934<br />

are included in full consolidation 113.054.040 - - -<br />

C. Other GPM - - - -<br />

Total 389.247.953 6.691.443 348.318.992 11.607.934<br />

Proportion of other GPM given to the Group’s equity as of December 31, 2009 is 0% (December 31, 2008: 0%).<br />

NOTE 23 – COMMITMENTS<br />

The Group signed an agreement with Gümrük ve Turizm İşletmeleri (“GTI”) in May 2008 to make sales of fuel and<br />

lubricants at border gates for 20 years. As part of this agreement, the Group committed to pay commissions to<br />

GTI over sales revenue, after the commencement of sales at assigned areas.<br />

According to a purchase agreement made with Tüpraş <strong>Petrol</strong> Rafineri İşleri A.Ş., the Group is required to notify<br />

annual purchase commitments in every mid-October. However, the Group has a right to revise its quarterly purchase<br />

commitments prior to 30 days, and its monthly purchase commitments prior to 15 days.<br />

The Group is required to submit purchase commitments quarterly to Boru Hatları ile <strong>Petrol</strong> Taşıma A.Ş. (BOTAŞ)<br />

regarding the LNG shipments from LNG Terminal at Marmara Ereğlisi. <strong>In</strong> case shipments are less than 70% of the<br />

commitment, the Group pays the value of quantity difference to BOTAŞ.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 24 – EMPLOYMENT BENEFITS<br />

ANNUAl rePort ‘09<br />

December 31, 2009 December 31, 2008<br />

Retirement Pay Provision 10.890.856 10.125.903<br />

Total Employment Benefits 10.890.856 10.125.903<br />

Retirement Pay Provision:<br />

Under Turkish Labor Law, the Group is required to pay employment termination benefits to each employee<br />

who has qualified. Also, employees are required to be paid their retirement pay who retired by gaining right to<br />

receive according to current 506 numbered Social <strong>In</strong>surance Law’s 6 March 1981 dated, 2422 numbered and<br />

25 August 1999 dated, 4447 numbered with 60 th article that has been changed. The amount payable consists<br />

of one month’s salary limited to a maximum of TL 2.365,16 for each period of service as at December 31, 2009<br />

(December 31, 2008: TL 2.173,18).<br />

The liability is not funded, as there is no funding requirement.<br />

The provision has been calculated by estimating the present value of the future probable obligation of the Group<br />

arising from the retirement of employees. IAS 19 requires actuarial valuation methods to be developed to estimate<br />

the entity’s obligation under defined benefit plans. Accordingly, the following actuarial assumptions were<br />

used in the calculation of the total liability:<br />

The principal assumption is that the maximum liability for each year of service will increase parallel with inflation.<br />

Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated effects<br />

of future inflation. Consequently, in the accompanying financial statements as at December 31, 2009, the<br />

provision has been calculated by estimating the present value of the future probable obligation of the Group<br />

arising from the retirement of the employees. The provisions at the respective balance sheet dates have been<br />

calculated assuming an annual inflation rate of 4,80% and a discount rate of 11%, resulting in a real discount<br />

rate of approximately 5,92% (December 31, 2008: 6,26% real discount rate). The anticipated rate of forfeitures<br />

is considered. As the maximum liability is revised semi annually, the maximum amount of TL 2.427,04 effective<br />

from January 1, 2010 has been taken into consideration in calculation of provision from employment termination<br />

benefits. Movement of retirement pay provision for the year ended December 31, 2009 and December 31,<br />

2008 is as follows:<br />

2009 2008<br />

January 1 10.125.903 9.461.569<br />

<strong>In</strong>terest cost 599.453 540.256<br />

Service cost 2.248.863 3.085.448<br />

Payments (1.986.411) (2.806.746)<br />

Actuarial gain (96.952) (154.624)<br />

December 31 10.890.856 10.125.903<br />

NOTE 25 – RETIREMENT BENEFITS<br />

None.<br />

181


182<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 26 – OTHER SHORT/LONG TERM ASSETS AND LIABILITIES<br />

OTHER CURRENT ASSETS December 31, 2009 December 31, 2008<br />

Prepaid expenses 28.424.222 35.657.270<br />

<strong>In</strong>come accruals 62.812 175.768<br />

Business advances 916.203 286.557<br />

Special consumption tax to be offset 6.843.659 6.865.130<br />

VAT carried forward 18.483.929 13.404<br />

Prepaid taxes and funds 332.708 34.344.578<br />

Advances given 9.609 24.666<br />

Other - 115<br />

55.073.142 77.367.488<br />

OTHER LONG TERM ASSETS December 31, 2009 December 31, 2008<br />

Prepaid expenses (*) 68.135.885 73.235.817<br />

Other long term assets 152.384 381.292<br />

VAT carried forward - 942.492<br />

Advances given for fixed asset acquisitions 43.375.988 11.990.140<br />

111.664.257 86.549.741<br />

(*) The Group signed an agreement with Gümrük ve Turizm İşletmeleri (“GTI”) in May 2008 to make sales of fuel and lubricants<br />

at border gates for 20 years. The payment of TL 55.000.000 which was made as part of this agreement is presented<br />

as short and long term prepaid expenses.<br />

OTHER LIABILITIES December 31, 2009 December 31, 2008<br />

Expense accruals 20.966.274 20.900.155<br />

Unused vacation accrual 7.431.111 7.354.351<br />

Po Card Deferred <strong>In</strong>come 2.809.462 7.722.675<br />

<strong>In</strong>come accruals 511.767 782.442<br />

Other short term liabilities total 31.718.614 36.759.623<br />

Expense accruals 10.165 14.408<br />

Other long term liabilities total 10.165 14.408


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 27 – EQUITY<br />

ANNUAl rePort ‘09<br />

The composition of the Company’s paid-in share capital as of December 31, 2009 and December 31, 2008 is as<br />

follows:<br />

December 31, 2009 December 31, 2008<br />

Share (%) TL Share (%) TL<br />

Doğan Holding 52,73 304.520.668 52,73 290.019.684<br />

OMV Aktiengesellschaft 34,00 196.350.000 34,00 187.000.000<br />

Public quotation 13,27 76.629.332 13,27 72.980.316<br />

Total 100,00 577.500.000 100,00 550.000.000<br />

The issued capital of the Company is 577.500.000 TL as of December 31, <strong>2009.</strong> Issued capital have been divided<br />

into two groups, A Group Shares and B Group Shares with a nominal value of 1 (one) TL.<br />

The ultimate parents of the Company are Doğan Family and OMV Aktiengesellschaft.<br />

The Board of Directors is composed of eight members. The shareholders holding the A Group shares and shareholders<br />

holding B Group registered shares shall nominate equal number of members to the Board of Directors.<br />

Half of the Board members shall be elected by the General Assembly from among the nominees of the shareholder<br />

holding B Group registered shares, and the other half of the Board members shall be elected from among<br />

the nominees of shareholders holding the A Group shares.<br />

There is no privilege assigned to A and B group shares in terms of dividend distribution.<br />

As a result of the purchases from public quotation, Doğan Holding shareholding portion increased to 54,17% and<br />

OMV shareholding portion increased to 41,58%, as of December 31, <strong>2009.</strong> The new shareholding structure is as<br />

follows:<br />

Shareholding Group Share (%) TL<br />

Doğan Holding A Group Registered 34,00 196.350.000<br />

Doğan Holding A Group 20,17 116.509.411<br />

OMV Aktiengesellschaft B Group Registered 34,00 196.350.000<br />

OMV Aktiengesellschaft A Group 7,58 43.754.930<br />

Public quotation A Group 4,25 24.535.659<br />

Total 100,00 577.500.000<br />

<strong>In</strong> the Ordinary General Assembly of Company convened on April 22, 2009, the balance sheet and income statement<br />

for the year 2008 were unanimously approved; members of the Board of Directors and the Board of Auditors<br />

were separately released from liability with respect to 2008 operations and it has been decided to distribute<br />

TL 27.500.000, corresponding to 26,79% of the distributable net profit and 5% of the issued capital, to shareholders<br />

as dividends in the form of bonus shares. With respect to the mentioned resolution taken in the General<br />

Assembly, Company’s Board of Directors has decided to increase the issued capital from TL 550.000.000 to TL<br />

577.500.000 within the registered capital ceiling of TL 750.000.000 and sent in an application to the Capital Markets<br />

Board for the registration of increased issue capital amounting TL 27.500.000.<br />

183


184<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 27 – EQUITY (cont’d)<br />

Restricted Reserves Assorted from Profit<br />

Restricted Reserves are appropriated from retained earnings because of legal or contractual requirements; or<br />

because of specified purposes other than profit distribution (for example: in order to utilize the tax advantage<br />

of sales of equity participations).<br />

As of balance sheet dates, Restricted Reserves Assorted from Profit consist of legal reserves.<br />

The legal reserves consist of first and second reserves, appropriated in accordance with the Turkish Commercial<br />

Code (TCC). The TCC stipulates that the first legal reserve is appropriated out of statutory profits at the rate of 5%<br />

per annum, until the total reserve reaches 20% of the company’s paid-in share capital. The second legal reserve<br />

is appropriated at the rate of 10% per annum of all cash distributions in excess of 5% of the paid-in share capital.<br />

Under the TCC, the legal reserves can only be used to offset losses and are not available for any other usage unless<br />

they exceed 50% of paid-in share capital.<br />

Public companies distribute dividends according to CMB regulations as follows:<br />

<strong>In</strong> accordance with the Capital Markets Board’s (the “Board”) Decree issued as of 27 January 2010, in relation<br />

to the profit distribution of earnings derived from the operations in 2009, minimum profit distribution is not<br />

required for listed companies (December 31, 2008: 20%), and accordingly, profit distribution should be made<br />

based on the requirements set out in the Board’s Communiqué Serial:IV, No: 27 “Principles of Dividend Advance<br />

Distribution of Companies That Are Subject To The Capital Markets Board Regulations”, terms of articles of corporations<br />

and profit distribution policies publicly disclosed by the companies.<br />

Furthermore, based on the afore-mentioned decree, companies that are required to prepare consolidated financial<br />

statements should calculate their net distributable profits, to the extent that they can be recovered from<br />

equity in their statutory records, by considering the net profit for the period in the consolidated financial statements<br />

which are prepared and disclosed in accordance with the Communiqué Serial: XI, No: 29.<br />

Legal Reserves and Share Issue Premium which is regarded as legal reserve in accordance with TCC Article 466<br />

are presented at the statutory values. <strong>In</strong>flation restatements in accordance with IFRS, which are not subject to<br />

profit distribution or capital increase as of the date of financial statements, are included in retained earnings.<br />

As of December 31, 2009, the Group’s restricted reserves amounting to TL 231.886.143 consist of TL 81.626.328<br />

nominal value of the legal reserves of the parent company, TL 147.437.050 inflation adjustment of legal reserves<br />

in accordance with Tax Code and TL 2.822.765 parent company’s share of subsidiaries’ legal reserves (December<br />

31, 2008: TL 227.256.811 restricted reserves, TL 77.799.885 nominal value of legal reserves of the parent company,<br />

TL 147.437.050 inflation adjustment of legal reserves in accordance with Tax Code and TL 2.019.876 parent<br />

company’s share of subsidiaries’ legal reserves).


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 27 – EQUITY (cont’d)<br />

Additional Paid-in Capital<br />

ANNUAl rePort ‘09<br />

The Company legally merged with İş Doğan by taking over all of İş Doğan’s assets and liabilities in accordance<br />

with the Turkish Commercial Code Article numbered 451 and Corporate Tax Law Articles numbered 37, 38 and<br />

39 after the approval of the CMB given at the meeting numbered 61/1705 and dated 24 December 2002. As of<br />

the merger date, which was 27 December 2002, the financial statements of İş Doğan prepared in accordance<br />

with IFRS were considered as the basis for the Company’s post-merger financial statements. Goodwill related<br />

to above mentioned acquisitions was also included in the pre-merger consolidated financial statements of İş<br />

Doğan. Minority interest of TL 247.461.598 in these financial statements was classified under additional paid-in<br />

capital during the merger.<br />

Retained Earnings/Accumulated Deficit<br />

As of December 31, 2009 The Group’s retained earnings amounting to TL 777.643.542 consist of inflation restatement<br />

differences amounting to TL (26.789.138), legal and extraordinary reserves amounting to TL 5.804.100<br />

and retained earnings amounting to TL 798.628.580 (December 31, 2008: TL 744.675.753; inflation restatement<br />

differences amounting to TL (26.789.138), legal and extraordinary reserves amounting to TL 5.804.100, and retained<br />

earnings amounting to TL 765.660.791).<br />

Adjusted values and inflation restatement differences in terms of the purchasing power at December 31, 2004 of<br />

items presented with statutory values in shareholders’ equity, as of December 31, 2009 and December 31, 2008<br />

are as follows:<br />

December 31, 2009<br />

Statutory Adjusted Shareholder’s Equity<br />

Value Value <strong>In</strong>flation Restatement Differences<br />

Legal reserves 231.886.143 198.526.649 (33.359.494)<br />

Extraordinary reserves 2.827.642 8.150.984 5.323.342<br />

Cost increase fund 325.478 510.968 185.490<br />

Other reserves 2.650.980 3.712.504 1.061.524<br />

Total 237.690.243 210.901.105 (26.789.138)<br />

December 31, 2008<br />

Statutory Adjusted Shareholder’s Equity<br />

Value Value <strong>In</strong>flation Restatement Differences<br />

Legal reserves 227.256.811 193.897.317 (33.359.494)<br />

Extraordinary reserves 2.827.642 8.150.984 5.323.342<br />

Cost increase fund 325.478 510.968 185.490<br />

Other reserves 2.650.980 3.712.504 1.061.524<br />

Total 233.060.911 206.271.773 (26.789.138)<br />

Restatement differences of equity items can only be netted-off against prior years’ losses and used as an internal<br />

source in capital increases; whereas extraordinary reserves can be netted off against prior years’ losses, and used<br />

in distribution of bonus shares and dividend to shareholders.<br />

185


186<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 27 – EQUITY (cont’d)<br />

Minority <strong>In</strong>terest<br />

The Group’s minority interest and minority loss belongs to Kipet, ERK, PO Alternatif Yakıtlar, PO Gaz İletim, PO<br />

Arama Üretim and Marmara Depoculuk and as of the balance sheet date TL 16.180.137 and TL 4.422.520 respectively<br />

(December 31, 2008: TL 6.396.477; December 31, 2008: TL 1.795.684).<br />

NOTE 28 – SALES AND COST OF SALES<br />

Sales January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Domestic sales 13.015.952.821 15.304.646.221<br />

Foreign sales 1.418.935.094 2.323.208.805<br />

Sales returns (111.625) (19.316.791)<br />

Sales discounts (214.111.911) (265.559.403)<br />

Other discounts (125.752.250) (148.534.134)<br />

14.094.912.129 17.194.444.698<br />

Cost of sales January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Raw materials 121.191.122 164.932.714<br />

Direct labor costs 385.261 440.078<br />

General production overhead 7.407.426 10.040.569<br />

Depreciation expense 21.078.649 1.995.811<br />

Changes in work in process 1.607.625 (1.019.716)<br />

Changes in finished goods 6.628.321 (9.677.197)<br />

Cost of finished goods sold 158.298.404 166.712.259<br />

Cost of trade goods sold 12.911.663.324 15.813.677.442<br />

Cost of services rendered (*) 8.928.937 9.784.607<br />

Cost of sales 13.078.890.665 15.990.174.308<br />

(*) Cost of services rendered contains service/transportation cost of PO Gaz İletim A.Ş. of TL 8.928.937 (December 31, 2008:<br />

TL 9.784.607) and includes depreciation and amortization of TL 654.988 (December 31, 2008: TL 622.056). Transportation<br />

income of PO Gaz İletim A.Ş.results from the transportation services provided to <strong>Petrol</strong> <strong>Ofisi</strong> Alternatif Yakıtlar Toptan<br />

Satış A.Ş. and eliminated during the consolidation process. Cost of services rendered is presented in order to follow up<br />

seperately from the cost of trade goods sold of <strong>Petrol</strong> <strong>Ofisi</strong> Alternatif Yakıtlar Toptan Satış A.Ş.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 29 – RESEARCH AND DEVELOPMENT EXPENSES, MARKETING, SALES AND<br />

DISTRIBUTION EXPENSES, GENERAL ADMINISTRATIVE EXPENSES<br />

ANNUAl rePort ‘09<br />

January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Research and development expense (1.653.750) -<br />

Marketing, sales and distribution expenses (302.778.577) (314.877.024)<br />

General administrative expenses (83.414.178) (77.353.282)<br />

NOTE 30 – EXPENSES BY NATURE<br />

Operating expenses for the periods ended December 31, are as follows:<br />

(387.846.505) (392.230.306)<br />

Research and development expense January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Personnel expenses (23.973) -<br />

Transportation expense (26.196) -<br />

Consultancy charged and services received (1.590.762) -<br />

Rent expense (12.819) -<br />

(1.653.750) -<br />

Marketing, sales and distribution expense January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Personnel expenses (49.092.958) (50.168.629)<br />

Electricity-Water-Heating expenses (3.114.697) (2.770.945)<br />

Communication expenses (2.871.849) (2.831.240)<br />

Repair and maintenance expenses (8.544.559) (9.346.722)<br />

<strong>In</strong>surance expenses (7.548.133) (6.129.229)<br />

Transportation expenses (8.540.765) (11.391.647)<br />

Taxes and dues (22.551.044) (26.143.421)<br />

Depreciation and amortization (127.394.483) (114.550.142)<br />

Advertising expenses (25.621.757) (38.964.461)<br />

Consultancy charges and services received (22.610.878) (27.472.996)<br />

Bank and commission expenses (3.044.259) (2.391.112)<br />

Rent expenses (10.814.555) (9.880.561)<br />

Other (11.028.640) (12.835.919)<br />

(302.778.577) (314.877.024)<br />

187


188<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 30 – EXPENSES BY NATURE (cont’d)<br />

General Administrative Expenses January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Personnel expenses (27.952.723) (29.348.383)<br />

Electricity-Water-Heating expenses (592.140) (675.811)<br />

Communication expenses (1.047.406) (1.202.385)<br />

Repair and maintenance expenses (2.402.073) (2.634.788)<br />

<strong>In</strong>surance expenses (3.031.424) (2.873.712)<br />

Transportation expenses (1.566.818) (1.855.540)<br />

Taxes and dues (8.936.645) (5.594.136)<br />

Depreciation and amortization (4.528.398) (4.139.995)<br />

Sponsorship expenses (1.177.433) (6.312.695)<br />

Consultancy charges and services received (18.535.813) (16.227.443)<br />

Bank and commission expenses (670.521) (602.091)<br />

Rent expenses (3.979.071) (2.831.576)<br />

Other (8.993.713) (3.054.727)<br />

(83.414.178) (77.353.282)


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 31 – OTHER OPERATING INCOME/EXPENSES<br />

Other operating income and profit for the periods ended December 31 are as follows:<br />

ANNUAl rePort ‘09<br />

January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Commission income 3.850.946 2.934.970<br />

Provisions released 8.200.011 5.399.398<br />

Proceeds from sale of fixed assets 5.517.411 -<br />

Other income and profits 7.015.878 8.663.297<br />

24.584.246 16.997.665<br />

Other operating expenses and losses for the periods ended December 31 are as follows:<br />

January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Commission expenses (1.541.787) (2.253.340)<br />

Provision expenses (27.334.880) (23.156.182)<br />

Fines and penalties paid - (3.527.919)<br />

Loss on sale of fixed asset - (751.956)<br />

Amortization expense (502.829) -<br />

Other expenses and losses (12.043.418) (16.091.419)<br />

(41.422.914) (45.780.816)<br />

189


190<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 32 – FINANCE INCOME<br />

Finance income for the year ended December 31, are as follows:<br />

January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

<strong>In</strong>terest income 49.331.997 52.401.192<br />

Foreign exchange gain 878.240.850 725.655.885<br />

Discount interest income 2.772.695 15.511.649<br />

930.345.542 793.568.726<br />

NOTE 33 – FINANCE EXPENSES<br />

Finance expenses for the year ended December 31 are as follows:<br />

January 1 - January 1 -<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

<strong>In</strong>terest expense (157.001.107) (162.748.346)<br />

Foreign exchange loss (880.784.502) (1.178.318.101)<br />

Discount expenses (2.252.557) (12.631.766)<br />

Discount of letter of credits (137.671.290) (90.581.855)<br />

(1.177.709.456) (1.444.280.068)<br />

NOTE 34 – ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS<br />

None.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 35 – TAX ASSETS AND LIABILITIES<br />

ANNUAl rePort ‘09<br />

The Group recognizes deferred tax assets and liabilities based upon temporary differences arising between the<br />

financial statements as reported for IFRS purposes and financial statements prepared in accordance with the tax<br />

legislation. These differences arise from the differences in accounting periods for the recognition of income and<br />

expenses in accordance with IFRS and tax legislation.<br />

The rate applied in the calculation of deferred tax assets and liabilities is 20% (2008: %20).<br />

<strong>In</strong> Turkey, the companies cannot declare a consolidated tax return, therefore subsidiaries that have deferred tax<br />

assets position were not netted off against subsidiaries that have deferred tax liabilities position and disclosed<br />

separately.<br />

Temporary Differences Deferred Tax Asset / (Liability)<br />

December 31,<br />

2009<br />

December<br />

31, 2008<br />

December 31,<br />

2009<br />

December 31,<br />

2008<br />

Difference between tax base and carrying<br />

amount of tangible fixed assets and<br />

intangibles (393.142.418) (411.489.313) (58.107.922) (61.617.096)<br />

Deferred finance expense of long term trade<br />

payables (2.501.013) (20.688.347) (500.203) (4.137.669)<br />

Provision for doubtful receivables and lawsuits 48.760.629 50.398.662 9.752.126 10.079.732<br />

Impairment of inventories 1.355.581 68.776.629 271.116 13.755.325<br />

Provision for employee termination benefits 9.512.032 8.769.392 1.902.406 1.753.878<br />

Carry forward tax losses 8.219.788 5.359.776 1.643.958 1.071.955<br />

Mark to market accrual of futures and SWAP (36.371.557) (104.937.763) (7.274.311) (20.987.553)<br />

Deferred finance income of short term trade<br />

payables (1.560.646) (1.571.094) (312.129) (314.219)<br />

Deferred finance expense of short term trade<br />

receivables 14.786.058 15.901.217 2.957.212 3.180.243<br />

Prepaid stamp taxes adjustment (3.636.958) (11.944.134) (727.392) (2.388.827)<br />

Other temporary differences 13.917.741 3.422.181 2.783.542 684.437<br />

Deferred tax asset/(liability), net (47.611.597) (58.919.794)<br />

Deferred tax asset and liability movements as of December 31, 2009 and 2008 are as follows;<br />

Deferred tax asset movement : 2009 2008<br />

January 1, opening balance 744.904 562.830<br />

Deferred tax income/(expense) 960.628 182.074<br />

December 31, closing balance 1.705.532 744.904<br />

191


192<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 35 – TAX ASSETS AND LIABILITIES (cont’d)<br />

Deferred tax liability movement : 2009 2008<br />

January 1, opening balance (59.664.698) (50.761.087)<br />

Temporary differences included in statutory tax calculation 2.097.874 -<br />

Deferred tax income/(expense) 8.249.695 (8,903,611)<br />

December 31, closing balance (49.317.129) (59.664.698)<br />

Corporate Tax<br />

The Company is subject to Turkish corporate taxes. Provision is made in the accompanying financial statements<br />

for the estimated charge based on the Company’s results for the years and periods. Turkish tax legislation does<br />

not permit a parent company and its subsidiary to file a consolidated tax return. Therefore, provisions for taxes,<br />

as reflected in the accompanying consolidated financial statements, have been calculated on a separate-entity<br />

basis. Corporate tax is applied on taxable corporate income, which is calculated from the statutory accounting<br />

profit by adding back non-deductible expenses, and by deducting dividends received from resident companies,<br />

other exempt income and investment incentives utilized.<br />

The effective tax rate in 2009 is 20% (2008: 20%) for the Company.<br />

<strong>In</strong> Turkey, advance tax returns are filed on a quarterly basis. Advance corporate income tax rate applied in 2009<br />

is 20%. (2008: 20%). Losses can be carried forward for offset against future taxable income for up to 5 years.<br />

However, losses cannot be carried back for offset against profits from previous periods.<br />

Furthermore, there is no procedure for a final and definitive agreement on tax assessments. Companies file their<br />

tax returns between 1-25 April following the close of the accounting year to which they relate. Tax authorities<br />

may, however, examine such returns and the underlying accounting records and may revise assessments within<br />

five years.<br />

Losses are allowed to be carried 5 years maximum to be deducted from the taxable profit of the following years.<br />

Tax carry back is not allowed.<br />

<strong>In</strong>come withholding tax<br />

<strong>In</strong> addition to corporate taxes, companies should also calculate income withholding taxes and funds surcharge on<br />

any dividends distributed, except for companies receiving dividends who are resident companies in Turkey and<br />

Turkish branches of foreign companies. The rate of income withholding tax is 10% starting from 24 April 2003.<br />

This rate was changed to 15% commencing from 23 July 2006. Undistributed dividends incorporated in share<br />

capital are not subject to income withholding taxes. Withholding tax at the rate of 19,8% is still applied to investment<br />

allowances relating to investment incentive certificates obtained prior to 24 April 2003. Subsequent to this<br />

date, companies can deduct 40% of the investments within the scope of the investment incentive certificate<br />

and that are directly related to production facilities of the Group. The investments without investment incentive<br />

certificates do not qualify for tax allowance.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 35 – TAX ASSETS AND LIABILITIES (cont’d)<br />

ANNUAl rePort ‘09<br />

<strong>In</strong>vestment incentive certificates are revoked commencing from January 1, 2006. If companies cannot use investment<br />

incentive due to inadequate profit, such outstanding investment incentive can be carried forward to<br />

following years as of December 31, 2005 so as to be deducted from taxable income of subsequent profitable<br />

years. However the companies can deduct the carried forward outstanding allowance from 2006, 2007 and 2008<br />

taxable income. The investment incentive amount that cannot be deducted from 2008 taxable income will not<br />

be carried forward to following years.<br />

Upon the resolution made by the Constitutional Court on 15 October 2009, the legal arrangement, which proposes<br />

to eliminate the vested rights, was revoked on the basis of being contradictory to the constitution. Deadline<br />

of the investment incentive period is, thereby, ceased as of the reporting date. The related resolution was<br />

published in the Official Gazette on 8 January 2010.<br />

The Group has used 20% corporate tax rate as of December 31, 2009 and December 31, 2008 because it has<br />

chosen not to use investment incentive.<br />

December 31, 2009 December 31, 2008<br />

Current tax liability:<br />

Current tax liability 81.404.794 21.121.567<br />

Prepaid taxes and dues (67.508.289) (20.361.942)<br />

Total current tax liability 13.896.505 759.625<br />

January 1 –<br />

December 31,<br />

2009<br />

January 1 –<br />

December 31,<br />

2008<br />

Tax (charge)/benefit:<br />

Current tax (81.404.794) (21.121.567)<br />

Deferred tax benefit/(charge) 9.210.323 (8.721.537)<br />

Current period tax reconciliation is as follows:<br />

January 1-<br />

December 31,<br />

2009<br />

(72.194.471) (29.843.104)<br />

January 1-<br />

December 31,<br />

2008<br />

Consolidated profit before taxes on income 363.972.377 132.545.591<br />

Tax at the effective rate: 20% (72.794.475) (26.509.118)<br />

Tax effect of non – deductible expenses (484.767) (4.360.534)<br />

Tax effect of exempt income 1.084.771 1.026.548<br />

Tax (expense) / income (72.194.471) (29.843.104)<br />

193


194<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 36 – EARNINGS PER SHARE<br />

January 1 -<br />

December 31,<br />

2009<br />

January 1 -<br />

December 31,<br />

2008<br />

Net profit/(loss) for the period 287.355.386 100.906.803<br />

Weighted-average number of outstanding shares (1 share equals to TL 1<br />

valued shares)<br />

577.500.000 577.500.000<br />

Net profit/(loss) per share (TL) 0,498 0,175


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 37 – RELATED PARTY TRANSACTIONS<br />

i) Due to/from related parties:<br />

a) Due from related parties<br />

ANNUAl rePort ‘09<br />

December 31, 2009 December 31, 2008<br />

Çankaya Bel-Pet Ltd. Şti. 1.687.383 1.631.394<br />

Petrom S.A. 602.306 692.903<br />

Hürriyet Gazetecilik ve Matbaacılık A.Ş. 136.479 661<br />

Ray Sigorta A.Ş. 95.238 16.639<br />

Doğan Haber Ajansı A.Ş. 44.933 37.290<br />

Doğan Dağıtım Satış ve Pazarlama A.Ş. 40.943 9.172<br />

DTV Haber ve Görsel Yayıncılık A.Ş. 28.883 20.796<br />

Milta Turizm İşletmeleri A.Ş. 28.451 10.851<br />

Doğan Yayın Holding A.Ş. 22.015 21.074<br />

Doğan Holding 21.674 14.482<br />

Dergi Pazarlama Planlama ve Ticaret A.Ş. 19.824 19.436<br />

Çelik Halat ve Tel San. A.Ş. 15.814 8.815<br />

Doğan Havacılık Sanayi ve Ticaret A.Ş. 7.925 13.692<br />

Doğan Dış Ticaret ve Mümessillik A.Ş. 6.677 6.297<br />

Other 317.425 290.676<br />

Total 3.075.970 2.794.178<br />

b) Due to related parties<br />

December 31, 2009 December 31, 2008<br />

Doğan Holding 289.736 272.619<br />

Doğan Gazetecilik A.Ş. 143.389 248.165<br />

Milta Turizm İşletmeleri A.Ş. 122.174 368.336<br />

OMV Refining & Marketing GMBH - 190.531<br />

Hürriyet Gazetecilik ve Matbaacılık A.Ş. - 143.747<br />

Ray Sigorta A.Ş. - 673.491<br />

Petrom S.A. - 4.014<br />

Other - 133.993<br />

Total 555.299 2.034.896<br />

195


196<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 37 – RELATED PARTY TRANSACTIONS (cont’d)<br />

ii) Major sales to related parties and purchases from related parties:<br />

a) Product sales to related parties<br />

January 1 -<br />

December 31,<br />

2009<br />

Januray 1 -<br />

December 31,<br />

2008<br />

Çankaya Bel-Pet Ltd. Şti 8.789.482 15.047.642<br />

Petrom S.A. 5.606.152 6.142.734<br />

Doğan Dış Ticaret Ve Mümessillik A.Ş. 1.780.014 2.096.404<br />

Hürriyet Gazetecilik Ve Matbaacılık A.Ş. 1.426.613 1.619.894<br />

Doğan Haber Ajansı A.Ş. 437.859 518.333<br />

Doğan Dağıtım Satış Ve Pazarlama A.Ş. 384.544 458.698<br />

DTV Haber Ve Görsel Yayıncılık A.Ş. 264.310 353.233<br />

Doğan Yayın Holding A.Ş. 212.973 320.991<br />

Dergi Pazarlama Planlama ve Ticaret A.Ş. 190.332 307.628<br />

Doğan Havacılık Sanayi ve Tic A.Ş. 175.544 433.154<br />

OMV Refining & Marketing GMBH 100.495 2.090.042<br />

Milta Turizm İşletmeleri A.Ş. 35.165 236.378<br />

Other 2.650.933 2.413.737<br />

Total 22.054.416 32.038.868<br />

Sales to related parties mainly consist of fuel product sales.<br />

b) Product purchases from related parties<br />

January 1 -<br />

December 31,<br />

2009<br />

January 1 -<br />

December 31,<br />

2008<br />

Milta Turizm İşletmeleri A.Ş. 3.632.157 3.907.495<br />

OMV Refining & Marketing GMBH 3.500.202 5.020.922<br />

Doğan Şirketler Grubu Holding A.Ş. 2.864.353 2.517.758<br />

Ray Sigorta A.Ş. 2.118.209 4.993.074<br />

Doğan Gazetecilik A.Ş. 987.672 1.751.879<br />

Hürriyet Gazetecilik ve Matbaacılık A.Ş. 238.691 1.033.812<br />

DTV Haber ve Görsel Yayıncılık A.Ş. - 442.739<br />

Işıl Televizyon Yayıncılık Yapımcılık San. ve Tic. A.Ş. - 205.744<br />

Other 951.873 496.423<br />

Total 14.293.157 20.369.846<br />

Purchases from related parties mainly consist of service purchases transactions.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 37 – RELATED PARTY TRANSACTIONS (cont’d)<br />

iii) Other income from and expense to related parties:<br />

a) Benefits provided to board members and key management personnel:<br />

January 1 -<br />

December31,<br />

2009<br />

ANNUAl rePort ‘09<br />

January 1 -<br />

December 31,<br />

2008<br />

Salary and other short term benefits 5.384.933 4.822.740<br />

Total 5.384.933 4.822.740<br />

197


198<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(a) Capital risk management<br />

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern<br />

while maximizing the return to stakeholders through the optimization of the debt and equity balance.<br />

The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 8, cash and<br />

cash equivalents disclosed in note 6 and equity attributable to equity holders of the parent, comprising issued<br />

capital, reserves and retained earnings as disclosed in note 27.<br />

The management of the Group considers the cost of capital and the risks associated with each class of capital.<br />

The management of the Group aims to balance its overall capital structure through the payment of dividends,<br />

new share issues and the issue of new debt or the redemption of existing debt.<br />

The Group controls its capital using the net debt/total capital ratio. This ratio is the calculated as net debt divided<br />

by the total capital amount. Net debt is calculated as total liability amount (comprises of financial liabilities, leasing<br />

and trade payables as presented in the balance sheet) less cash and cash equivalents. Total capital is calculated<br />

as shareholders’ equity plus the net debt amount as presented in the balance sheet.<br />

As of December 31, 2009 and December 31, 2008 net debt / total capital ratio is as follows:<br />

December 31, 2009 December 31, 2008<br />

Total Liabilities 3.457.540.532 3.665.747.065<br />

Less: Cash and cash equivalents 1.390.184.476 1.535.732.285<br />

Net Debt 2.067.356.056 2.130.014.780<br />

Shareholders’ Equity 2.998.585.863 2.747.035.667<br />

Total Capital 5.065.941.919 4.877.050.447<br />

Net Debt / Total Capital ratio 41% 44%<br />

The Group’s overall strategy is not different from previous period.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors<br />

The risks of the Group, resulted from operations, include market risk (including currency risk, fair value interest<br />

rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk. The Group’s risk management<br />

program generally seeks to minimize the effects of uncertainty in financial market on financial performance of<br />

the Group. The Group uses derivative financial instruments in order to safeguard itself from different financial<br />

risks.<br />

Risk management is carried out by a central treasury department (group treasury) under policies approved by<br />

the board of directors. Group treasury identifies, evaluates and hedges financial risks in close co-operation with<br />

the group’s operating units. The board provides written principles for overall risk management, as well as written<br />

policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative<br />

financial instruments and non-derivative financial instruments, and investment of excess liquidity.<br />

(b.1) Credit risk management<br />

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial<br />

loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining<br />

sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The<br />

Group’s credit risks mainly arise from trade receivables. The Group manages this risk by the credit limits up to<br />

the guarantees received from customers. The credit limits are monitored by the Group and customer’s credibility<br />

is evaluated continuously by taking into consideration customer’s financial position, past experiences and other<br />

factors. Trade receivables, are evaluated based on the Group’s policies and procedures and as a result presented<br />

net of doubtful provision in the financial statements (Note 10).<br />

Trade receivables consist of a large number of customers, spread across diverse industries and geographical<br />

areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate,<br />

credit guarantee insurance cover is purchased.<br />

199


200<br />

PETROL OFİSİ A.Ş.<br />

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.1) Credit risk management (cont’d)<br />

Receivables<br />

Credit Risk of Financial <strong>In</strong>struments Trade Receivables Trade Receivables<br />

Derivative<br />

<strong>In</strong>struments Other<br />

December 31, 2009 Related Party Third Party Related Party Third Party Bank Deposits<br />

Maximum net credit risk as of balance sheet date (*) (A +B+C+D+E) 1.663.469 877.430.987 - - 1.390.159.967 41.228.569 -<br />

- The part of maximum risk under guarantee with collateral etc. 515.000 310.043.974 - - - - -<br />

A. Net book value of financial assets that are neither past due nor<br />

impaired 652.239 777.481.282 - - 1.390.159.967 41.228.569 -<br />

B. Net book value of financial assets that are renegotiated, if not that<br />

will be accepted as past due or impaired - 18.360.928 - - - - -<br />

C. Carrying value of financial assets that are past due but not impaired - 29.660.583 - - - - -<br />

- The part under guarantee with collateral etc. - 11.139.171 - - - - -<br />

D. Net book value of impaired assets 1.011.230 51.928.194 - - - - -<br />

- Past due (gross carrying amount) 2.423.731 155.562.590 - - - - -<br />

- Impairment (-) (1.412.501) (103.634.396) - - - - -<br />

- The part of net value under guarantee with collateral etc. 1.011.230 51.928.194 - - - - -<br />

- Not past due (gross carrying amount) - - - - - - -<br />

- Impairment (-) - - - - - - -<br />

- The part of net value under guarantee with collateral etc. - - - - - - -<br />

E. Off-balance sheet items with credit risk - - - - - - -<br />

(*) The factors that increase in credit reliability such as guarantees received are not considered in the balance.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.1) Credit risk management (cont’d)<br />

Receivables<br />

Credit Risk of Financial <strong>In</strong>struments Trade Receivables Other Receivables<br />

Derivative<br />

<strong>In</strong>struments Other<br />

December 31, 2008 Related Party Third Party Related Party Third Party Bank Deposits<br />

Maximum net credit risk as of balance sheet date (*) (A +B+C+D+E) 2.022.168 829.279.367 - - 1.535.713.312 104.937.763 -<br />

- The part of maximum risk under guarantee with collateral etc. 500.000 235.395.806 - - - - -<br />

A. Net book value of financial assets that are neither past due nor<br />

impaired 1.121.444 647.325.377 - - 1.535.713.312 104.937.763 -<br />

43.643.960 - - - - -<br />

B. Net book value of financial assets that are renegotiated, if not that<br />

will be accepted as past due or impaired -<br />

C. Carrying value of financial assets that are past due but not impaired 806.228 105.983.521 - - - - -<br />

- The part under guarantee with collateral etc. 500.000 38.959.521 - - - - -<br />

D. Net book value of impaired assets 94.496 32.326.509 - - - - -<br />

- Past due (gross carrying amount) 866.505 128.685.615 - - - - -<br />

- Impairment (-) (772.009) (96.359.106) - - - - -<br />

- The part of net value under guarantee with collateral etc. - 32.326.509 - - - - -<br />

- Not past due (gross carrying amount) - - - - - - -<br />

- Impairment (-) - - - - - - -<br />

- The part of net value under guarantee with collateral etc. - - - - - - -<br />

ANNUAl rePort ‘09<br />

E. Off-balance sheet items with credit risk - - - - - - -<br />

(*) The factors that increase in credit reliability such as guarantees received are not considered in the balance.<br />

201


202<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.1) Credit risk management (cont’d)<br />

As of December 31, 2009, trade receivables of TL 796.494.449 (December 31, 2008: TL 692.090.781) were neither<br />

past due nor impaired.<br />

Total collaterals that were obtained from customers are presented below:<br />

December 31, 2009 December 31, 2008<br />

Guarantee cheques and notes 67.929.771 79.130.085<br />

Letter of guarantees 270.306.468 261.136.126<br />

Mortgages 425.417.818 409.049.428<br />

<strong>In</strong>surance (*) 71.950.974 168.019.697<br />

Cash guarantees 368.452 683.747<br />

(*) The Group has insured receivables from marine and aviation customers.<br />

835.973.483 918.019.083<br />

As of December 31, 2009; trade receivables of TL 29.660.583 (December 31, 2008: TL 106.789.749) which includes<br />

TL 5.255.238 (December 31, 2008: TL 22.588.793) receivables from public entities, were past due but<br />

not impaired. Based on industry dynamics and characteristics, the Group does not foresee any collection risk<br />

for overdue amounts up to 90 days. <strong>In</strong>terest is charged for trade receivables which are overdue more than 90<br />

days and these receivables are restructured and considered recoverable because there are letter of guarantees,<br />

mortgages and other guarantees obtained. Overdue trade receivables is a result of the industry characteristic as<br />

mentioned above and is not significantly different from previous periods.<br />

As of December 31 2009, trade receivables of TL 157.986.321 (December 31, 2008: TL 129.552.120) were assessed<br />

as impaired. The collaterals held for these receivables were deducted and TL 105.046.897 provision has<br />

been provided for as of December 31, 2009 (December 31, 2008: TL 97.131.115). The provision for trade receivables<br />

is provided based on estimated irrecoverable amounts from the sale of goods, determined by reference<br />

to past default experience. The Group offsets these risks by limiting average risk limits of counterparties in each<br />

transaction and obtaining guarantees if necessary. Credit risk mainly arises from trade receivables. Credit limits<br />

of the customers are monitored regularly and credit quality is assessed with reference to past experience, financial<br />

status of the customer and other factors. Trade receivables are evaluated in accordance with the Group<br />

policies and procedures; and accordingly, are presented net of doubtful provision on the balance sheet.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.1) Credit risk management (cont’d)<br />

The aging of the past due receivables are as follows<br />

Receivables<br />

December 31, 2009 Trade Receivables Other Receivables<br />

Past due 1-30 days 21.211.818 -<br />

Past due 1-3 months 21.114.965 -<br />

Past due 3-12 months 6.994.141 -<br />

Past due 1-5 years 138.325.980 -<br />

Past due more than 5 years - -<br />

Total past due receivables 187.646.904 -<br />

The part under guarantee with collateral 64.078.595 -<br />

Receivables<br />

December 31, 2008 Trade Receivables Other Receivables<br />

Past due 1-30 days 63.701.370 -<br />

Past due 1-3 months 38.016.850 -<br />

Past due 3-12 months 28.240.918 -<br />

Past due 1-5 years 106.382.731 -<br />

Past due more than 5 years - -<br />

Total past due receivables 236.341.869 -<br />

The part under guarantee with collateral 71.786.030 -<br />

Collaterals held for the trade receivables that are past due but not impaired:<br />

December 31, 2009 December 31, 2008<br />

Cheques and notes - 1.384.819<br />

Letter of guarantees 6.892.743 18.006.227<br />

Mortgages 3.823.235 16.347.917<br />

<strong>In</strong>surance 326.319 3.709.073<br />

Cash guarantees 96.874 11.485<br />

11.139.171 39.459.521<br />

203


204<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.1) Credit risk management (cont’d)<br />

Collaterals held for the trade receivables that are past due and impaired:<br />

December 31, 2009 December 31, 2008<br />

Guarantee cheques and notes 1.209.236 64.637<br />

Letter of guarantees 357.507 417.507<br />

Mortgages 46.584.881 31.844.365<br />

Other (*) 4.787.800 -<br />

(*) Group evaluates the receivables from public as under guarantee.<br />

(b.2) Liquidity risk management<br />

52.939.424 32.326.509<br />

The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities<br />

by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial<br />

assets and liabilities.<br />

Liquidity Risk Tables<br />

Having a conservative liquidity risk management requires obtaining adequate level of cash in addition to having<br />

the ability to utilize adequate level of borrowings and fund resources as well as closing market positions.<br />

Funding risk attributable to the current and future potential borrowing demand is managed to the extent that an<br />

ongoing access to adequate number of creditors with high quality is provided.<br />

The following table presents the maturity of Group’s derivative and non-derivative financial liabilities. The tables<br />

have been drawn up based on the undiscounted cash flows of non-derivative financial liabilities based on the<br />

earliest date on which the Group can be required to pay. The table includes both interest and principal cash<br />

flows. Derivative financial liabilities are presented according to undiscounted net cash inflow and cash outflow.<br />

The table has been drawn up based on the undiscounted net cash inflows/(outflows) on the derivative instrument<br />

that settle on a net basis and the undiscounted gross inflows and (outflows) on those derivatives that<br />

require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has been<br />

determined by reference to the projected interest rates as illustrated by the yield curves existing at the reporting<br />

date.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.2) Liquidity risk management (cont’d)<br />

December 31, 2009<br />

Contractual Maturity<br />

Analysis Carrying Value<br />

Non-derivative<br />

financial liabilities<br />

Total cash<br />

outflow<br />

according<br />

to contract<br />

(I+II+III+IV)<br />

Less than 3<br />

Months (I)<br />

3-12<br />

Months (II) 1-5 Years (III)<br />

More than<br />

5 Years (IV)<br />

Bank borrowings 1.394.015.755 1.613.000.579 - 619.958.690 993.041.889 -<br />

Finance lease liabilities 24.451.818 29.716.945 2.503.363 7.224.951 19.778.337 210.294<br />

Trade payables 2.034.215.947 2.082.478.092 690.862.867 779.214.206 612.401.019 -<br />

Total liabilities 3.452.683.520 3.725.195.616 693.366.230 1.406.397.847 1.625.221.245 210.294<br />

December 31, 2008<br />

Contractual Maturity<br />

Analysis Carrying Value<br />

Non-derivative<br />

financial liabilities<br />

Total cash<br />

outflow<br />

according<br />

to contract<br />

(I+II+III+IV)<br />

Less than 3<br />

Months (I)<br />

3-12<br />

Months (II) 1-5 Years (III)<br />

More than<br />

5 Years (IV)<br />

Bank borrowings 952.803.454 1.189.260.542 53.065.524 128.193.571 1.003.331.462 4.669.985<br />

Finance lease liabilities 30.700.955 38.508.365 2.718.778 7.557.156 26.665.181 1.567.250<br />

Trade payables 2.663.397.737 2.768.741.154 345.084.384 1.398.000.874 1.025.655.896 -<br />

Other financial liabilities 18.844.919 18.844.919 18.844.919 - - -<br />

Total liabilities 3.665.747.065 4.015.354.980 419.713.605 1.533.751.601 2.055.652.539 6.237.235<br />

205


206<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.2) Liquidity risk management (cont’d)<br />

December 31, 2009<br />

Contractual Maturity<br />

Analysis Carrying Value<br />

Derivative<br />

financial liabilities<br />

Total cash<br />

outflow<br />

according<br />

to contract<br />

(I+II+III+IV)<br />

Less than 3<br />

Months (I)<br />

3-12<br />

Months (II) 1-5 Years (III)<br />

More than<br />

5 Years (IV)<br />

Derivative cash inflow 41.228.570 467.270.743 214.016.708 253.254.035 - -<br />

Derivative cash outflow (4.857.012) (437.764.029) (230.113.014) (207.651.015) - -<br />

December 31, 2008<br />

Contractual Maturity<br />

Analysis Carrying Value<br />

Derivative<br />

financial liabilities<br />

Total cash<br />

outflow<br />

according<br />

to contract<br />

(I+II+III+IV)<br />

Less than 3<br />

Months (I)<br />

3-12<br />

Months (II) 1-5 Years (III)<br />

More than<br />

5 Years (IV)<br />

Derivative cash inflow 104.937.763 651.735.791 377.710.813 9.722.986 264.301.992 -<br />

Derivative cash outflow - (575.806.420) (326.338.511) (20.736.597) (228.731.312) -<br />

(b.3) Market risk management<br />

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and<br />

interest rates.<br />

Market risk exposures of the Group are measured using sensitivity analysis.<br />

There has been no change to the Group’s exposure to market risks or the manner in which it manages and<br />

measures the risk.


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.3.1) Foreign currency risk management<br />

Transactions in foreign currencies expose the Group to foreign currency risk.<br />

This risk mainly arises from fluctuation of foreign currency used in conversion of foreign assets and liabilities<br />

into Turkish Lira. Foreign currency risk arises as a result of trading transactions in the future and the difference<br />

between the assets and liabilities recognized. <strong>In</strong> this regard, the Group manages this risk with a method of netting<br />

foreign currency denominated assets and liabilities. The management reviews the foreign currency open<br />

position and provide measures if required.<br />

The Group is mainly exposed to foreign currency risk in USD, and the effects of other currencies are not material.<br />

The foreign currency denominated assets and liabilities of monetary and non-monetary items are as follows:<br />

207


208<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.3.1) Foreign currency risk management (cont’d)<br />

December 31, 2009<br />

TL Equivalent<br />

(Functional<br />

currency) US Dollar Euro Other<br />

1. Trade Receivables 108.457.180 71.395.789 442.781 -<br />

2a. Monetary Financial Assets (Cash, Banks included) 1.345.892.160 893.801.227 41.544 4.145<br />

2b. Non-monetary Financial Assets - - - -<br />

3. Other - - - -<br />

4. Current Assets (1+2+3) 1.454.349.340 965.197.016 484.325 4.145<br />

5. Trade Receivables - - -<br />

6a. Monetary Financial Assets - - - -<br />

6b. Non-monetary Financial Assets - - - -<br />

7. Other - - - -<br />

8. Non-current assets (5+6+7) - - - -<br />

9. Total Assets (4+8) 1.454.349.340 965.197.016 484.325 4.145<br />

10. Trade Payables 1.152.726.918 763.961.221 1.125.079<br />

11. Financial Liabilities 408.946.591 271.127.664 328.503 -<br />

12a. Other Monetary Financial Liabilities - - - -<br />

12b. Other Non-monetary Financial Liabilities - - - -<br />

13. Current Liabilities (10+11+12) 1.561.673.509 1.035.088.885 1.453.583 -<br />

14. Trade Payables 584.335.822 388.082.501 - -<br />

15. Financial Liabilities 454.976.222 300.495.981 1.166.238 -<br />

16a. Other Monetary Financial Liabilities - - - -<br />

16b. Other Non-monetary Financial Liabilities - - - -<br />

17. Non-current Liabilities (14+15+16) 1.039.312.044 688.578.482 1.166.238 -<br />

18. Total Liabilities (13+17)<br />

19. Net asset/liability position of off-balance sheet<br />

2.600.985.553 1.723.667.367 2.619.820 -<br />

derivatives (19a-19b)<br />

19.a Off-balance sheet foreign currency derivative<br />

248.440.500 165.000.000 - -<br />

assets<br />

19b. Off-balance sheet foreign currency derivative<br />

248.440.500 165.000.000 - -<br />

liabilities<br />

20. Net foreign currency asset liability position (9-<br />

- - - -<br />

18+19)<br />

21. Net foreign currency asset/liability position of<br />

monetary items<br />

(898.195.713) (593.470.351) (2.135.495) 4.145<br />

(1+2a+5+6a-10-11-12a-14-15-16a)<br />

22. Fair value of foreign currency hedged financial<br />

(1.146.636.213) (758.470.351) (2.135.495) 4.145<br />

assets 41.228.570 27.381.662 - -<br />

23. Hedged foreign currency assets - - - -<br />

24. Hedged foreign currency liabilities 248.440.500 165.000.000 - -<br />

25. Exports (Note 28) (January 1 – December 31, 2009) 1.418.935.094 942.375.702 - -<br />

26. Imports (January 1 – December 31, 2009) 1.896.701.392 1.246.359.471 9.284.792 -


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.3.1) Foreign currency risk management (cont’d)<br />

December 31, 2008<br />

TL Equivalent<br />

(Functional<br />

currency) US Dollar Euro Other<br />

1. Trade Receivables 90.363.484 58.997.867 532.983 -<br />

2a. Monetary Financial Assets (Cash, Banks included) 1.550.851.621 1.024.836.945 459.565 4.453<br />

2b. Non-monetary Financial Assets - - - -<br />

3. Other - - - -<br />

4. Current Assets (1+2+3) 1.641.215.105 1.083.834.812 992.548 4.453<br />

5. Trade Receivables - - - -<br />

6a. Monetary Financial Assets - - - -<br />

6b. Non-monetary Financial Assets - - - -<br />

7. Other - - - -<br />

8. Non-current assets (5+6+7) - - - -<br />

9. Total Assets (4+8) 1.641.215.105 1.083.834.812 992.548 4.453<br />

10. Trade Payables 1.439.045.159 949.970.867 1.123.046 -<br />

11. Financial Liabilities 80.866.577 51.479.712 1.407.796 -<br />

12a. Other Monetary Financial Liabilities 18.844.919 12.461.098 - -<br />

12b. Other Non-monetary Financial Liabilities - - - -<br />

13. Current Liabilities (10+11+12) 1.538.756.655 1.013.911.677 2.530.842 -<br />

14. Trade Payables 966.823.460 639.306.659 - -<br />

15. Financial Liabilities 345.542.302 225.554.576 2.072.177 -<br />

16a. Other Monetary Financial Liabilities - - - -<br />

16b. Other Non-monetary Financial Liabilities - - - -<br />

17. Non-current Liabilities (14+15+16) 1.312.365.762 864.861.235 2.072.177 -<br />

18. Total Liabilities (13+17)<br />

19. Net asset/liability position of off-balance sheet<br />

2.851.122.417 1.878.772.912 4.603.019 -<br />

derivatives (19a-19b) 249.529.500 165.000.000 - -<br />

19.a Off-balance sheet foreign currency derivative assets 249.529.500 165.000.000 - -<br />

19b. Off-balance sheet foreign currency derivative<br />

liabilities<br />

20. Net foreign currency asset liability position (9-<br />

18+19) - - - -<br />

21. Net foreign currency asset/liability position of<br />

monetary items<br />

(1+2a+5+6a-10-11-12a-14-15-16a) (1.209.907.312) (794.938.100) (3.610.471) 4.453<br />

22. Fair value of foreign currency hedged<br />

financial assets 42.369.299 28.016.464 - -<br />

23. Hedged foreign currency assets - - - -<br />

24. Hedged foreign currency liabilities 249.529.500 165.000.000 - -<br />

25. Exports (Note 28) (January 1 - December 31, 2008) 2.323.208.805 1.790.389.029 - -<br />

26. Imports (January 1 - December 31, 2008) 2.858.849.670 2.303.182.545 - -<br />

209


210<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.3.1) Foreign currency risk management (cont’d)<br />

As of December 31, 2009 foreign currency denominated asset and libality balances were converted with the following<br />

exchange rates; TL 1,5057 = USD 1 and TL 2,1603 = EURO 1 (December 31, 2008: TL 1,5123 = USD 1 and<br />

TL 2,1408 = EURO 1)<br />

Foreign currency sensitivity<br />

December 31, 2009<br />

<strong>In</strong>come/Expense Equity<br />

Appreciation<br />

Appreciation<br />

of Devaluation of<br />

of Devaluation of<br />

foreign<br />

foreign<br />

foreign<br />

foreign<br />

currency currency currency currency<br />

If US Dollar appreciated against TL by 1%<br />

1- US Dollar net asset/liability (11.461.028) 11.461.028 - -<br />

2- Part of hedged from US Dollar risk (-) 2.484.405 (2.484.405) - -<br />

3- US Dollar net effect (1 +2) (8.976.623) 8.976.623 - -<br />

If Euro appreciated against TL by 1%<br />

4- Euro net asset/liability (46.133) 46.133 - -<br />

5- Part of hedged from Euro risk (-) - - - -<br />

6- Euro net effect (4+5) (46.133) 46.133 - -<br />

If other foreign currency appreciated against TL by 1%<br />

7- Other foreign currency net asset/<br />

liability - - - -<br />

8- Part of hedged other foreign currency<br />

risk (-) - - - -<br />

9- Other foreign currency net effect (7+8) - - - -<br />

Total (3 + 6 +9) (9.022.756) 9.022.756 - -


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS (cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.3.1) Foreign currency risk management (cont’d)<br />

December 31, 2008<br />

<strong>In</strong>come/Expense Equity<br />

Appreciation<br />

of foreign<br />

currency<br />

Devaluation<br />

of foreign<br />

currency<br />

If US Dollar appreciated against TL by 1%<br />

Appreciation<br />

of foreign<br />

currency<br />

Devaluation<br />

of foreign<br />

currency<br />

1- US Dollar net asset/liability (12.081.376) 12.081.376 - -<br />

2- Part of hedged from US Dollar risk (-) 2.495.295 (2.495.295) - -<br />

3- US Dollar net effect (1 +2) (9.586.081) 9.586.081 - -<br />

If Euro appreciated against TL by 1%<br />

4- Euro net asset/liability (77.293) 77.293 - -<br />

5- Part of hedged from Euro risk (-) - - - -<br />

6- Euro net effect (4+5) (77.293) 77.293 - -<br />

If other foreign currency appreciated against TL by 1%<br />

7- Other foreign currency net asset/<br />

liability<br />

8- Part of hedged other foreign currency<br />

- - - -<br />

risk (-)<br />

9- Other foreign currency net effect<br />

- - - -<br />

(7+8) - - - -<br />

Total (3 + 6 +9) (9.663.374) 9.663.374 - -<br />

211


212<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 38 – NATURE AND LEVEL OF RISKS DERIVED FROM FINANCIAL INSTRUMENTS<br />

(cont’d)<br />

(b) Financial risk factors (cont’d)<br />

(b.3.2) <strong>In</strong>terest rate risk management<br />

Financial liabilities of the Group expose the Group to interest rate risk. The Group’s financial liabilities are mainly<br />

fixed rate borrowings. Based on the current balance sheet as at December 31, 2009, if there is 1% decrease/<br />

increase in the interest rates and if the other variables are kept constant; the net income before tax of the Group<br />

is going to increase/decrease by TL 1.144.332 (December 31, 2008: TL 1.345.947).<br />

<strong>In</strong>terest rate sensitivity<br />

The financial instruments, that are sensitive to interest rate, are as follows:<br />

Fixed <strong>In</strong>terest Rate Financial <strong>In</strong>struments<br />

<strong>In</strong>terest Rate Position Table<br />

December 31, 2009 December 31, 2008<br />

Financial Assets Fair value through profit and loss - -<br />

Available for sale financial assets - -<br />

Financial Liabilities - -<br />

Floating <strong>In</strong>terest Rate Financial <strong>In</strong>struments<br />

Financial Assets - -<br />

Financial Liabilities 114.956.538 140.052.344<br />

(b.3.3) Price Risk<br />

The Group is exposed to price risk due to the difference between petroleum product inventory value and the<br />

product prices traded in international commodity market which subsequently affects sales price adversely. <strong>In</strong><br />

order to avoid the negative price fluctuations on sales price, the Group entered into petroleum future contracts.<br />

Gain/loss arising from these transactions is included in cost of goods sold. TL 55.297.743 of loss on these transactions<br />

is included in cost of goods sold in 2009 (2008: TL 258.993.434 income).


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

ANNUAl rePort ‘09<br />

NOTE 39 –FINANCIAL INSTRUMENTS (EXPLANATIONS RELATED TO FAIR VALUE AND<br />

HEDGE ACCOUNTING)<br />

Financial instrument categories<br />

December 31, 2009<br />

Loans and<br />

receivables (*)<br />

Available for<br />

sale financial<br />

assets<br />

Financial<br />

assets/<br />

liabilities at<br />

fair value<br />

through<br />

profit and<br />

loss<br />

Financial<br />

liabilities at<br />

amortized cost Carrying value Note<br />

Financial assets<br />

Cash and cash<br />

equivalents 1.390.184.476 - - - 1.390.184.476 6<br />

Trade receivables 879.094.456 - - - 879.094.456 10<br />

Other financial<br />

assets 15.608.637 135.892 41,228,570 - 56.973.099 7<br />

Financial liabilities<br />

Financial liabilities - - - 1.418.467.573 1.418.467.573 8<br />

Trade payables - - 2.034.215.947 2.034.215.947 10<br />

Other financial<br />

liabilities - - 4.857.012 - 4.857.012 9<br />

December 31, 2008<br />

Loans and<br />

receivables (*)<br />

Available for<br />

sale financial<br />

assets<br />

Financial<br />

assets/<br />

liabilities at<br />

fair value<br />

through<br />

profit and<br />

loss<br />

Financial<br />

liabilities at<br />

amortized cost Carrying value Note<br />

Financial assets<br />

Cash and cash<br />

equivalents 1.535.732.285 - - - 1.535.732.285 6<br />

Trade receivables 831.301.535 - - 831.301.535 10<br />

Other financial<br />

assets - 104.937.763 135.892 - 105.073.655 7<br />

Financial liabilities<br />

Financial liabilities - - - 983.504.409 983.504.409 8<br />

Trade payables - - - 2.663.397.737 2.663.397.737 10<br />

Other financial<br />

liabilities - - - 18.844.919 18.844.919 9<br />

The fair value of the Group’s financial assets and liabilities approximates their carrying amount. <strong>In</strong>formation of<br />

derivative instruments related with financial liabilities and assets disclosed in Note 9 and Note 7.<br />

213


214<br />

PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 39 – FINANCIAL INSTRUMENTS (EXPLANATIONS RELATED TO FAIR VALUE AND<br />

HEDGE ACCOUNTING) (cont’d)<br />

The fair values of financial assets and financial liabilities are determined and grouped as follows:<br />

•<br />

•<br />

•<br />

Level 1: the fair value of financial assets and financial liabilities with standard terms and conditions and<br />

traded on active liquid markets are determined with reference to quoted market prices;<br />

Level 2: the fair value of other financial assets and financial liabilities (excluding derivative instruments)<br />

are determined in accordance with generally accepted pricing models based on discounted cash flow<br />

analysis using prices from observable current market transactions; and<br />

Level 3: the fair value of the financial assets and financial liabilities where there is no observable market<br />

data<br />

The fair values of financial assets and financial liabilities are as follows:<br />

Fair value<br />

as of balance sheet date<br />

December 31, Level 1 Level 2 Level 3<br />

Financial Assets 2009 TL TL TL<br />

FVTPL<br />

Derivative financial assets 41.228.570 - 41.228.570 -<br />

Derivative financial liabilities (4.857.012) (4.857.012) - -<br />

Fair value<br />

as of balance sheet date<br />

December 31, Level 1 Level 2 Level 3<br />

Financial Assets 2008 TL TL TL<br />

FVTPL<br />

Derivative financial assets 104.937.763 62.568.464 42.369.299 -


PETROL OFİSİ A.Ş.<br />

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2009<br />

(Amounts are expressed as Turkish Lira (“TL”) unless otherwise stated.)<br />

NOTE 40 – SUBSEQUENT EVENTS<br />

ANNUAl rePort ‘09<br />

The subsidiaries PO Oil Financing and Petro Finance, established for the purpose of raising funds in the international<br />

markets, ceased operations in January 2010. The closed companies are taken out of consolidation scope<br />

after the liquidation process.<br />

The consolidated financial statements were approved by the Board of Directors and authorized for issue on 24<br />

February 2010. No parties other than the Board of Directors have authority to amend the financial statements.<br />

Consolidated financial statements will be final after the approval in General Assembly.<br />

NOTE 41 – OTHER ISSUES THAT SIGNIFICANTLY AFFECT THE FINANCIAL STATEMENTS OR<br />

OTHER ISSUES REQUIRED FOR THE CLEAR UNDERSTANDING OF FINANCIAL STATEMENTS<br />

None.<br />

215


KURUMSAL YAYINLAR, APRIL 2010<br />

<strong>Petrol</strong> <strong>Ofisi</strong> A.Ş. Genel Müdürlüğü<br />

Eski Büyükdere Cad. No. 37<br />

34398 Maslak/İstanbul<br />

Tel: +90 212 329 15 00<br />

Fax: +90 212 329 18 98<br />

www.poas.com.tr

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