In 2009... - Petrol Ofisi
In 2009... - Petrol Ofisi
In 2009... - Petrol Ofisi
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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• 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 />
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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 />
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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 />
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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 />
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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
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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 />
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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 />
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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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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 />
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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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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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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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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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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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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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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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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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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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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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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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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 />
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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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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 />
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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 />
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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
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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 />
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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 />
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•<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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•<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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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 />
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•<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 />
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•<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