Petrol Ofisi. Company Presentation. May 2009

Petrol Ofisi

Company Presentation

May 2009

2

Disclaimer

Petrol Ofisi A.Ş. (“Petrol Ofisi”) has prepared this presentation (the “Presentation”) for the sole purpose of providing information relating to Petrol Ofisi (the “Information”). The contents of this Presentation is based on public information and on data provided by Petrol Ofisi management. No reliance may be placed for any purposes whatsoever on the Information contained in this Presentation or on its completeness, accuracy or fairness. The Information in this Presentation is subject to verification, completion and change. No

representation or warranty is made by Petrol Ofisi or the Shareholders or any of their respective advisers or any of their representatives as to the accuracy or completeness of the Information and no liability is accepted by any such person for any such Information or opinion or for any loss howsoever arising from any use of this Presentation or the Information. This Presentation and/or the Information is

confidential and cannot be copied, disclosed or distributed to any person and is being provided to you solely for your information. This Presentation and/or the Information cannot be distributed or disseminated into Turkey.

This Presentation and/or the Information do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Petrol Ofisi, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision.

In the UK this Presentation is being made only to and is directed at (a) persons having professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Order”) or (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this Presentation or any of its contents.

Investors and prospective investors in securities of any issuer mentioned herein are required to make their own independent

investigations and appraisal of the business and financial condition of such company and the nature of the securities. Any decision to purchase securities in the context of a proposed offering of securities, if any, should be made solely on the basis of information contained in an offering circular published in relation to such an offering.

All statements other than statements of historical facts included in this Presentation, including, without limitation, those regarding our financial position, business strategy, plans and objectives of management for future operations (including development plans and

objectives relating to our products), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate. The forward-looking statements in this Presentation speak only as at the date of this Presentation.

3

Table of Contents

‰

‰

Introduction

Introduction

‰

Turkish Energy Sector

‰

Company Overview

‰

Business Lines

‰

Future Story

‰

Sales Analysis

4

A New Playing Field

New Petroleum Market Law

01.01.2005

Deregulation and Price Liberalization

Increasingly Controlled Environment

New Rules

New Playing Field

• Increased levels of competition triggering consolidation

• Number of players increased from 21 as of YE04 to 45 as of YE08

• Illegal fuel trading has considerably diminished

• The sector as a whole became more conscious of legal obligations

• Compliance had to be placed on the top of the agenda

The leader of the sector took the lead in the new playing field Petrol Ofisi supported the new regulation from day one

The Company was constantly in dialogue with the regulatory bodies communicating the difficulties and the problems the sector was coping with

• Obligation to hold a license

• Import liberalization

• National marker

• Distributor marker

• Fully accredited laboratories

• Station automation

• 20 day national stock obligation

• Vertical integration is allowed

5 Adjusted in line with refinery prices & currency fluctuations Gasoline US$1.81/lt Diesel US$1.48/lt Dealer contracts recently limited down to 5 years 4.2 mn m3of storage capacity

Market Snapshot

D

R

s

P

6

1991

1981

2007

2008

Volume * „ 6.86 mn tons_{of fuel products} „ 8.25 mn tons_{of fuel products} „ 6.01 mn tons_{of fuel products} „ 6.17 mn tons of_{fuel products} Number of Distribution Co. „ 7 „ 9 „ 47 „ 45 „ 5,424 „ 3,300 „ 3,223 „ n.a. Diesel Market Share „ 76% „ 59% „ 30% „ 30%

2000

Best Player in the New Playing Field -

Widest Network, Highest Market Shares

Leading Energy Force Owing to its Extensive Distribution Network, Innovative Product

Offerings and High Quality Service

Source: GDPA for 1981 – 2000, Petroleum Industry Association for 2007 and 2008 * Gasoline + Gasoil + Kerosene+ Black Products

7

Table of Contents

‰

Introduction

‰

‰

Turkish Energy

Turkish Energy

Sector

Sector

‰

Company Overview

‰

Business Lines

‰

Future Story

‰

Sales Analysis

8

Turkey, a Gateway to the Major Global Sources of Energy

A bridge between east and west, connecting the leading energy suppliers and consumers

A bridge between east and west, connecting the leading energy suppliers and consumers

Oil Pipelines

Kirkuk – Ceyhan

Iraq’s largest export line

50 million tons capacity per annum

Baku – Tbilisi – Ceyhan

Decreasing transportation and financial costs 50 million tons capacity per annum

Ünye – Ceyhan

Ceyhan to become energy hub with new refineries and pipelines

70 million tons capacity per annum

Natural Gas Pipelines

Nabucco

Major alternative route for gas to EU to be partially operational by 2013 with an initial pipeline capacity up to 8 bcm

Construction will end in 2017, when the maximum capacity will reach 31 bcmy

Turkey – Greece – Italy

Turkey – Greece part became operational in December 2007

Undersea link between Italy and Greece will be ready by 2012

9

Energy Sector: Changing Composition of Consumption

Turkish primary energy consumption reached 101.7 mn tons with 5.0% increase in 2007

Natural gas had the leading share in energy consumption in 2007 with 31.1%, followed by oil with

30.6% and by coal with 30.5% share

In 2007, natural gas consumption rose by 15.3% while oil consumption incresed by a mere 1.5%

CAGR of oil consumption for the 1987-2007 period has been 2.0% compared to 23.4% CAGR of

natural gas

Considerable increase in oil demand despite the significant share lost to natural gas

Considerable increase in oil demand despite the significant share lost to natural gas

0% 20% 40% 60% 80% 100% 19 65 19 70 19 75 19 80 19 85 19 90 19 95 20 00 20 05

Oil Gas Coal Hydro

0 5 10 15 20 25 30 35 19 65 19 70 19 75 19 80 19 85 19 90 19 95 20 00 20 05 Oil Demand (mn ton)

10 0 5 10 15 20 25 30 35 40 45 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 7.1 mn ton 6.7 12.0 17.4 Demand* Production

* White Products+Black Products+LPG+Lubricants+Asphalt +Naphta+Others Source: Petroleum Industry Association, TUPRAS and Petrol Ofisi

Insufficient Domestic Refining Capacity

2008 figures have not been released yet but market is expected to slightly contract in 2008 and 2009

In 2007, Turkey consumed 31.1 mn tons of fuel products

The local refiner, Tüpra

ş

, supplied 19.9 mn tons of this demand, the remaining 11.2 mn tons was

imported

In 2020, the demand which can not be met by Tüpra

ş

production will reach 17.4 mn tons

Turkey Fuel Products* Demand

Gap between the domestic refining capacity and demand is expected to grow in time

11 0 5 10 15 20 25 30 35 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Gasoline Diesel Jet Fuel Heating Oil Fuel Oil Auto LPG 21.0 mn ton 22.4 26.8 32.8

Market* Demand

Market is Expected to Grow @ a CAGR of 3.3% between 2009 - 2020

* Excludes Bulk LPG, Cylinder LPG, Lubricants, Asphalt, Naphta and Others Source: Petroleum Industry Association and Petrol Ofisi

In 2008, the overall market demand for fuel products that PO distributed* was 22.3 mn tons

This demand is expected to rise to 32.8 mn tons in 2020

The production capacity will stand around 20 mn tons unless new refining capacity is introduced

In 2020, 40% of the domestic demand will have to be met through imports

Rapid economic expansion, demographics and EU convergence are the main drivers of growth

Rapid economic expansion, demographics and EU convergence are the main drivers of growth

12 Diesel (mn ton) -7.40 -4.06 1.30 -5.36 -7.51 0.56 -6.95 0.51 -7.92 Ne t E x p o rts Im p o rts Ex p o rts 2006 2007 2008

Incompatible Supply and Demand Structures

The domestic refining output mix does not match the demand composition of Turkey

The country is short in diesel vs. long in gasoline and black products markets

In 2008 alone, Turkey* imported 7.9 mn tons of diesel

Gasoline (mn ton) 0.88 2.30 1.55 -0.67 1.48 2.05 -0.57 -0.33 2.63 Ne t E x p o rts Im p o rts E x por ts 2006 2007 2008

The country is short in diesel vs. long in gasoline and black product markets

The country is short in diesel vs. long in gasoline and black product markets

Source: EMRA

13 5.9 5.1 4.9 4.8 _4.5 4.0 2.9 2.6 2.7 0.8 0.8 2000 2001 2002 2003 2004 2005 2006 2007 2008 1Q08 1Q09 10.8 11.0 11.3 11.6 12.7 13.1 14.2 15.3 15.5 3.6 3.4 2000 2001 2002 2003 2004 2005 2006 2007 2008 1Q08 1Q09

Market Dynamics

2008 and 2009 prove to be trend reversing years

2008 and 2009 prove to be trend reversing years

Diesel (mn m3)

Black Products (mn ton)

6.6 6.1 5.7 5.4 5.7 5.6 5.8 6.0 5.9 1.3 1.3 2000 2001 2002 2003 2004 2005 2006 2007 2008 1Q08 1Q09 Gasoline + Auto LPG (mn m3₎ 1.6 1.6 1.7 1.7 2.0 2.3 2.3 2.6 2.7 2000 2001 2002 2003 2004 2005 2006 2007 2008 Aviation* (mn m3₎ CAGR: 5.1% CAGR: -11.0% _{CAGR: 7.2%} CAGR: -1.4% 5.5% 0.5% 1.7%

Source: Petroleum Industry Association for Gasoline, Diesel, Black Products and LPG Association for Auto-LPG

* Company estimate between 2000-2008, starting from 2009, the Company can no longer provide market information with respect to jet fuel sales

14 18% 10% 10% 62% 10% 9% 17% 64%

Market Volume Composition

Economic slowdown took its toll on fuel consumption, whereby white volume (gasoline +

diesel) has shrunk by 4.9% in 1Q09

Economic slowdown took its toll on fuel consumption, whereby white volume (gasoline +

diesel) has shrunk by 4.9% in 1Q09

441 472 3,050 2,892 841 846 505 489

1Q09

1Q08

Source: Petroleum Industry Association for Gasoline, Diesel, Black Products and LPG Association for Auto-LPG

15

Petrol Ofisi Leading the Market

Black Products

Jet Fuel

Diesel

Gasoline

Source: Petroleum Industry Association * Company estimate

Market shares are as of March 2009, except for jet fuel, which is as of December 2008

77.5% 22.5% 51.7% 48.3% 71.5% 28.5% 28.5% 71.5% Others Others Others Others

16

Table of Contents

‰

Introduction

‰

Turkish Energy Sector

‰

‰

Company Overview

Company Overview

‰

Business Lines

‰

Future Story

‰

Sales Analysis

17

MCAP

ƒ Established in 1941 as a State Economic Enterprise

Company History

„ IsDogan, owner of 82% of PO shares, merged with PO in December 2002 „ Taken into Privatization Program in 1991

„ 51% of PO shares acquired by IsDogan Petroleum Investments Inc. for US$ 1.26

billion in July 2000

„ 6.7% of PO shares were sold to institutional investors in February 2005

„ Isbank’s PO shares (44.1%) were acquired by Dogan Holding in September 2005

„ A tender offer was carried out by Dogan Holding between October 14 – 31, 2005 „ 6.25% of PO shares were sold to institutional investors in January 2006

„ Free float after the tender is %13.3

„ 16.5% of total shares owned by PA were publicly offered and privatized as of

March 2002

„ In July 2002, the remaining 25.83% shares held by PA were sold to IsDoğan, which

already owned 51% of the Company

„ In November - December 2002, IsDogan increased its share to 96.3% through a

tender offer

„ In December 2002, 14% of the shares were transferred to Isbank and Dogan

Holding

„ As of 30 April 2009, Petrol Ofisi’s MCAP is US$1.8 billion „ 34% of shares were sold to OMV in March 2006

2009

1941

18

Shareholder Structure

Free

Float

One of the top 3 conglomerates in Turkey and a leading

media group

Austria’s largest listed industrial company and

a leading oil and gas group in Central Europe

4 BoD members 4 BoD members

54.17% after support purchases 41.58% after support purchases Georgia Operations Refining PO Oil Financing 100.00% Kipet 52.00% PO Alternatif Yakıtlar 99.89% PO Gaz İletim 99.75% PO Georgia 100.00% PO Akdeniz Rafinerisi 99.99% Petro-finance 100.00% Financing Fuel Marketing LNG Marketing Fuel Marketing Financing E&P PO Arama Üretim 99.96%

19

CORE

BUSINESS LINES

DIFFERENTIATION

DIVERSIFICATION

EXPANSION

Transformation from a National Fuel Distributor to a Regional Energy Co.

Gasoline

Diesel Auto LPG Lubricants

RETAIL

Black Products LNG Lubricants

Diesel/Jet Fuel C&I SALES

Operational Excellence

PRODUCT DIFFERENTIATION SERVICE QUALITY

Site Operations Development Hardware & Software Improvement Projects

ALTERNATIVE DELIVERY CHANNELS

Vehicle Identification System Personal Payment System Loyalty Programs Automatic PositiveCard

Increasing Brand Value

Exploration & Production Refining

OIL

Distribution Storage

GAS

Vertical Integration / New Business Areas

RETAIL AVIATION MARINE LUBRICANTS

International Markets

CNG

Production (Lubricants), Supply & Logistics

20

Table of Contents

‰

Introduction

‰

Turkish Energy Sector

‰

Company Overview

‰

‰

Business

Business

Lines

Lines

‰

Future Story

‰

Sales Analysis

21

Business Lines

Produ

ction

Supply

Local –TÜPRAŞ

Imports –Russia, Greece, Italy, Netherlands, Latvia, Malta and France

62% of diesel imported in 1Q09

DDS –Direct Delivery System

12 Terminals (10 fuel, 2 LPG) Largest Storage Capacity

989,996 m3

Retail

C&I

Others

Products

G

as

ol

in

e

LP

G

G

as

oi

l

Je

t Fue

l

B

la

ck

P

ro

du

ct

s

LN

G

Lu

br

ic

an

ts

Logistics

22

Accounting for 24%* of Turkey’s Petroleum Storage Capacity

Large capacity gives the Company the flexibility to;

9 Distribute products more efficiently than competition 9 Access multiple sources of supply

9 Easily manage the national stock liability

9 Importhigher percentage of products than competition

Why import?

9 CIF vs. FOB differential freight advantage 9 Lower product premiums

9 More competitive payment terms 9 “Tax float” benefit

All terminal laboratories have received accreditation from Turkish Accreditation Agency as of July 2008

Currently 9 PO terminals are certified for running the mandatory EMRA Group II fuel tests, marking a first for a Turkish distribution company

In 2008, Supply Department successfully protected the stock value against the price volatility in global markets by optimizing potential market risks within VaR limits

Petrol Ofisi has the strongest logistics network in Turkey

12 terminals (including 2 LPG terminals) – 989,996 m

DDS (Direct Delivery System) for Quality Assurance

Petrol Ofisi has launched DDS in 2002, to maximize product quality

DDS utilizes a dedicated fleet of 140

leased/subcontracted road tankers in the distribution of premium products (10 ppm diesel and 97 octane

unleaded gasoline)

In 1Q09, DDS deliveries reached 107k m3 _{along with}

auto-LPG deliveries undertaken by PO to supply PO/gaz stations, amounting to 69k tons

* According to EMRA’s total storage capacity figure of 4,176,294 m3 _{for Turkey}

* Batman terminal, having a storage capacity of 7,450 m3_{, was acquired in}

September 2008 and started operations in February 2009

Haramidere Derince Kırıkkale Samsun Trabzon Aliağa (2) Antalya Mersin İskenderun Batman* Aksaray

23

Retail – Only Company with Nationwide Coverage

Network Rationalization

9 Generate higher throughput 9 Increase efficiency

9 Improve flexibility in adapting to changes in the market 9 Increase presence in 3 big cities

Average annual throughput has more than doubled since year-end 2000, reaching 1,600 m3

Turkey’s largest nationwide network

3,193 stations as of March 2009

Number of Stations*

2,979

1,368

1,235

626

517

214

Others**

1,788

* EMRA for Opet, Shell-Turcas, BP, Total and for Others and PO for PO and Erk

** Others include Akpet, Lukoil, Moil, Alpet, Petline

24

Customer Value Proposition – Placing customer in the core of operations

At well located and well designed convenient stations with appealing physical conditions With an optimum shop and clean restroom

Via well trained, friendly site staff that are committed to deliver all

To ensure that you and your vehicle can get back on the road rewarded for your loyalty to PO

How to differentiate?

Provide PO customers with high quality products

Æ Innovative Product Development

9Investing in technology

Provide PO customers with high quality service

Æ Reinforcing the sales force

Æ Implementing operational improvement projects

Æ Continuous training for dealers and station personnel

Æ Completing the automation of stations through the employment of state-of-the-art technology

Offer a loyalty program which is both very widespread and has a differentiating CVP

Æ Rewarding loyalty in line with customer segmentation

Æ Utilizing technology and creative power

Invest in Petrol Ofisi Brand

“All that PO invests in its customers be it through the utilization of technology, people or the Company’s innovative spirit will translate into more satisfied customers, higher volumes and higher

profitability.”

Operational Excellence in Retail – Customer Focused Approach

25

Retail Volume Enablers

Marketing Activities Fuel Differentation

V/Max Performance Series Launched in Sep 2007

Positive effect on pump sales by increasing high income / high mileage customers

Low Sulphur Diesel – 10ppm Mandatory starting from 01.04.09 PO was the 1st_{in the market to offer it}

in Dec 2007 – 1st _{mover advantage}

Positive Card

Launched in Jan 2008

Broadest customer commitment program in Turkey

Payment and loyalty card in 1 Convenience of paying for fuel without leaving

the vehicle

Over 1.5 million members!

NTI/NTPO Projects

Network growth by opening or transferring new stations Each year there are ≈200

greenfield investments and ≈200 station transfers in the market

CR Projects

Contract renewals

Each year contracts of ≈200 PO stations are up for renewal

The sales performance of the station, the location, the

relationship with the dealer are taken into consideration when allocating the CR budget

* In March 2009, the Competition Board decided to limit the duration of all usufruct contracts by 5 years. Contracts signed prior to 2005 will benefit from the exemption until 18.09.2010. Contracts signed after 18.09.2005 will benefit from the

exemption for the first five years.The new

decree will lead to significant revisions in investment plans of distribution companies and thereby the NTI/NTPO and CR statistics displayed above

Network Growth Operational Improvements Site improvement projects to capture the upside volume potential of the existing stations;

Hardware Improvements

Toilets, lighting, landscaping,

visuals, car-wash and air/water, lube changing units

Software Improvements

Improvements that don’t require additional CAPEX

Training of station personnel Localized campaigns/promotions Optimum utilization of the site

Site Operations Development Program

Territory Trainers are allocated to each site for a week to train station staff

26

Petrol Ofisi used to operate through 2 channels: Contracted and Petrogaz (PO Brand) stations

The national distribution license was granted in March 2007

After receiving the national distribution license, PO launched a new brand, “PO/gaz” and started converting all Contracted and Petrogaz stations to this brand

creating higher earnings on auto-LPG sales

As of March 2009, conversion of Petrogaz stations to PO/gaz has been completed, there are 1,210 PO/gaz and 347 contracted stations as of 1Q09

As of 1Q09, sales volume has reached 86k tons, 4.9% lower than 1Q08 due to logistics problems experienced during the conversion of a group of stations

Within the scope of the national distributor license requirements, Petrol Ofisi has 2 filling facilities; Aksaray and Aliağa

2 LPG terminals with a total capacity of 50,000 m3 will become operational in 2012, enabling LPG procurement through imports to achieve higher supply margins

LPG - Growing Business Line

Turkey’s largest Auto-LPG network

1,557 stations, 2008 sales of 446k tons, marking 9.2% Y-o-Y growth, 21.1%* market share

27

Commercial and Industrial (C&I) customers are defined under 3 separate categories

9 State-owned entities, military institutions and municipalities

9 Private companies in industry, agriculture, transport, logistics and

construction

9 Sub-distributors who supply commercial customers with an annual

consumption of less than 5,000 tons that distribution companies can’t supply by law

C&I sales are comprised mostly of black product, gasoil and jet fuel sales Total C&I sales volume has exceeded 5.0 mn m3 _{in 2008}

In 1Q09, black product sales has reached 409 thousand tons while the market share stood at 48.3%

In recent years, success ratio in state tenders has improved in the face of increasing competition while enjoying improved profit margins

Turkey’s biggest single B2P, B2B and B2D fuel distributor

Nationwide presence, established infrastructure, logistics capability & long-term business relationships

28

PO Air is present at 35 airports

Customers include Turkish Airlines, all other domestic airlines as well as more than 60 international airline carriers: KLM, SAS, Lufthansa, Air France, Aeroflot ... PO Air is the only company that can supply Istanbul Airport through its pipelines, lowering transportation costs In 1Q09, jet fuel sales volume has contracted by 1.2% Y-o-Y and reached 356 thousand m3

“En route” to becoming an international player...

In 2006, PO air started supplying Turkish Airlines and other domestic carriers at international airports (22 airports as of 1Q09)

95% increase in international sales in 2008 over 2007

In 2007, PO Air started supplying Batumi Airport. Evaluating further opportunities in the region

Land, Air & Sea – No Boundaries for Petrol Ofisi

Market leaderwith 72%* market share

2008 sales of 1.9 mn m3_{, 249,000} aircraft refuelings per annum

Market leaderwith 41%* market share

2008 sales of 790,000 m3

PO Marine is the only Turkish supplier to

9 Own marine terminals in all seas 9 Offer all marine fuels and

lubricants

9 Provide transit bunker services in

Turkish Black Sea (Samsun and Trabzon) and İskenderun

In 2008, PO has started bunker fuel sales in Ceyhan as the first and only supplier in the region

Other than the 8 marine terminals along the coastlines, PO Marine operates the largest floating station network in Turkey In 1Q09 PO Marine has sold 128k tons of marine fuels in the domestic and transit markets

PO Marine supplies Turkish ship owners abroad and in 2008 has sold 28,000 m3 of marine fuels within this scope

PO Marine has reached 66%* market share in domestic and 40%* in transit marine sales as of YE08

Introduced in July 2005 and strong position as the second largest company in the market, 159 LNG tanks

installed, close to 35 LNG tankers

LNG is natural gas liquid form which is stored at approximately -162ºC

LNG is mainly used by commercial and industrial customers who do not have geological or economical access to natural gas pipelines

LNG is transported by specially designed cryogenic road tankers to customers’ premises and stored in specially designed cryogenic tanks

LNG was introduced to the Turkish market in 2003 and has been projected to reach a market size of 350k* tons as of YE08

PO started to market LNG in July 2005 and has reached 21%* market share as of YE08

As of 1Q09, PO LNG sales volume has reached 14k tons,

29

Leading Player in the Lubricants Market

19%* market share - 1 out of every 5 lubricants is sold by PO

2008 sales of 82,666 tons including exports of 12,925 tons to 22 countries

Petrol Ofisi is Turkey’s leading lubricant producer with a total annual capacity of 140,000 tons in its Derince plant

At the beginning of the year, Lubricants Group has been reorganized with the ultimate target of growth and the efforts have already paid off, PO lubricants gained market share in the first quarter of 2009

A strategic decision was taken to focus more on high technology product sales and less on process oil and monograde segments PO is continuously expanding its product portfolio in lubricants and total number of products has reached 382 as of 1Q09

In 1Q09, domestic sales volume reached 11k tons while the export volume was 3k tons (20 countries)

Lubricants market reacted more radically to the slowdown in economy as compared to fuel products whereby it contracted by 31%* in 2m09 Petrol Ofisi Technology Center (“POTEM”), accredited for 111

domestic and international tests and having the capacity to perform 166 different test methods, has been established in October 2007 in Derince on an area of 1,200 m2

Exporting lubricants to 3 continents

In 2008, PO exported lubricants to 22 countries totaling to 12.9k tons

In 2008, PO also continued production for Petrom and designated OMV markets

30

Table of Contents

‰

Introduction

‰

Turkish Energy Sector

‰

Company Overview

‰

Business Lines

‰

‰

Future Story

Future Story

‰

Sales Analysis

31

a vertically

integrated

#1

All Fueled Up – Future

Backed by a

strong

partnership

market leader

&

WER

a regional

Supplying Turkish carriers at >100 international airports

Supplying international airports

Biggest marine refueler of the East Mediterranean Exporting lubricants to >30 countries

32

Going into Refining - A Step Towards Vertical Integration

July 12, 2006 – In line with its strategy of becoming a vertically integrated regional energy player,

Petrol Ofisi applied to EMRA to build a refinery in Ceyhan, the energy hub of the region

June 11, 2007 – EMRA stated that all paperwork regarding PO’s application was complete but

decided that it was not legally acceptable for a fuel distributor to hold a refining license

June 13, 2007 – A separate refining company was established and the license application was refiled

June 27, 2007 – EMRA approved PO’s application and decided to issue a provisional license on the

condition that the “Environmental Impact Assessment (EIA) Positive” certificate is submitted to EMRA

within 90 days

October 1, 2007 – “EIA Positive” certificate was issued by the Ministry of

Environment and Forestry and submitted to EMRA by PO

December 6, 2007

EMRA Commission decided to get opinion of its legal

department regarding some other company’s application to EMRA for installing a

power plant on the parcels within PO’s nominated land

December 15, 2008

EMRA published a communiqué regarding the criteria to

be employed in the evaluation of license applications submitted for the same

location and stated that electricity projects would be regarded as public utility

service and thus given priority over refinery license applications

33 26.75% 51.00% 12.25% 10.00% ENERGY CORPORATION

Project Details

Offshore E&P project, where natural gas is being produced through

three platforms, located in two licenses out of eight

1976 – First Well Drilled

2007 – First Gas Delivery

TPAO is the operator with 51% share, PO is the second largest shareholder

Phase I producing 340 tcm/day from 3 offshore platforms

Phase II will start production in 2010 and will constitute the majority of the total production

%26,75

Western Black Sea Project – A Huge First Step into Upstream

Petrol Ofisi purchased Toreador’s 26.75% share in the Western Black Sea Project

for USD55 mn in March 2009 - largest recorded E&P deal in Turkey - and became a

partner in Turkey’s largest natural gas production project

Why this project?

Cash generating proven and producing reserves

Reserve growth upside

New development areas and exploration potential in undrilled structures

Enabling to enter the upstream business with exploration and production assets

all within one deal

34

‰

Introduction

‰

Turkish Energy Sector

‰

Company Overview

‰

Business Lines

‰

Future Story

‰

‰

Sales Analysis

Sales Analysis

‰

Financial Overview

35 114 110 90 86 844 824 288 285 489 409 15 11 13 14

Gasoline Auto LPG Diesel Jet Fuel Black Products Lubricants LNG

Sales Volume Comparison

-4% 204 196 Gasoline + Auto LPG 1,337 1,305 White Products

1,855

1,

739

36 6.7% 7.6% 5.4% 5.1% 47.8% 48.3% 18.6% 18.2% 19.8% 19.0% 0.8% 1.0%0.9% 0.9%

Volume Composition

6.3%

6.1%

4.9%

4.9%

47.4%

45.5%

16.4%

15.5%

23.5%

26.4%

0.6%

0.8%

0.8%

0.7%

Volume

1Q08

1Q09

1.85

1.74

2

0

0

7

2

0

0

8

37

‰

Introduction

‰

Turkish Energy Sector

‰

Company Overview

‰

Business Lines

‰

Future Story

‰

Sales Analysis

‰

‰

Financial

Financial

Overview

Overview

38

Performance Higlights

Y-o-Y sales revenue declined by 13.9% to TL2.92 bn due to lower crude prices witnessed in 1Q09 (ranging between USD 42-58) and contraction in volumes as compared to the same quarter of 2008

Despite the lower sales figure, 1Q09 gross profit climbed to TL266 mn, indicating a 25.6% growth over 1Q08 Another quarter of successful cost management led to OPEX remaining flat at TL96 mn

1Q09 EBIT at TL171mn was 48.1% higher than 1Q08 representing record margins with respect to operational profitability EBITDA reached TL204 mn, 41.1% higher than 1Q08 figure of TL145 mn

Gross, EBIT and EBITDA margins increased by 287bps, 245bps and 273bps to 9.12%, 5.84% and 6.99%, respectively Once again, the good performance displayed at the topline could not be translated to the bottomline due to FX losses booked on the back of the depreciation of TL in 1Q09

Cumulative F/X losses reached TL136 mn while the net financial expenses at TL21 mn were 28.6% higher than last year 1Q09 net loss was TL32 mn, compared to the TL41 mn of loss posted in 1Q08

Q-o-Q cash position continued to grow, this time by 28.3% to reach TL2.0 bn! (YE08 TL1.5bn) largely owing to the increase in USD time deposits

Q-o-Q financial debt increased by 15.4% from TL984 mn to TL1,135 mn largely due to the expansion in long term USD bank borrowings and short term portion of long term TL borrowings

Similar to the previous quarter, PO had a net cash position of TL835 mn, marking a 51.2% increase compared to YE08 Quarterly operating profits of the C&I segment rose from TL40 mn (1Q08) to TL67 mn (1Q09), causing the C&I operating margin to jump from 2.87% to 5.55% largely owing to increasing margins of the state contracts in a declining price environment

39

Strong Operating Performance

-68% 45% 53% 31% 28% U 08/07 2.3% 311 4.8% 644 3.9% 532 6.8% 923 13,480 2007 -3.9% -148 7.0% 266 6.2% 236 8.7% 331 3,806 4Q08 0.6% Net Income Margin %

-1.2% -1.1% 101 Net Income -22% -41 -32 5.4% EBITDA Margin % 4.3% 7.0% 935 EBITDA 41% 145 204 4.7% EBIT Margin % 3.4% 5.8% 814 EBIT 48% 115 171 7.0% Gross Margin % 6.3% 9.1% 1,206 Gross Profit 26% 212 266 17,196 Net Sales -14% 3,393 2,920 2008 TL mn U 09/08 1Q08 1Q09

40

-41.0

54.1

5.3

20.3

4.1

5.5

17.9

1.0

2.2

0.3

-32.2

Net Income 1Q08 Gross Profit Cash OPEX Depreciation FX Income-net Other Income-net Interest

Expense-net

Minority Interest Cash Tax Deferred Tax Net Income 1Q09

Positive effect Negative effect

TL mn

Record Margins were Once Again Overshadowed by the FX Losses

Mainly due to increase in unit

margins

Due to depreciation in TRY against USD

Due to increase in provision expenses Due to increasing TL borrowings Δ Δ Δ Δ Δ Δ Δ Δ Δ Successful cost management

41

Strong & Sustainable EBITDA Growth

45% 8% 53% U 08/07 644 112 532 2007 935 121 814 2008 266 31 236 4Q08 EBITDA 41% 145 204 Depreciation 14% 29 34 EBIT 48% 115 171 TL mn U 09/08 1Q08 1Q09

269

352

451

502

601

644

935

145

204

23

41

42

Net Liability Position

214 139

-175 Change in Net Liabilities

875 731

592 Net Liabilities

* Excluding deferred tax liabilities and long term provisions but including short term provisions (tax liability)

260 253 98 Net Assets 1,135 984 690 Total Financial Debt

1.07 1.08 1.04 Assets/Liabilities 178 133 267 Other Payables* 359 342 264 Taxes Payable 3,040 2,661 1,853 Trade Payables 3,577 3,136 2,384 Liabilities 1,117 1,074 1,331 Trade Receivables & Other Current Assets

750 780 747 Inventories 1,970 1,536 405 Cash 3,837 3,389 2,482 Liquid Assets March 31, 2009 December 31, 2008 December 31, 2007 TL mn

43

July, 2004

B Stable

February, 2005

B Positive

April, 2005

B+ Stable

September, 2006 B+ watch neg

February, 2007

B+ Stable

Sovereign

BB- Stable

July, 2004

B+ Stable

June, 2005

B+ Positive

March, 2006 BB- Stable

National AA- (tur)

Sovereign

BB- Stable

AAA

AA+

AA

AA-A+

A

A-BBB+

BBB

BBB-BB+

BB

BB-B+

B

B-CCC+

CCC

CCC-CC

C

D

AAA

AA+

AA

AA-A+

A

A-BBB+

BBB

BBB-BB+

BB

BB-B+

B

B-CCC+

CCC

CCC-CC

C

DDD

Investment Grade

Investment Grade

Hi

gh Yield

Hi

gh Yield

Our Ratings