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FUEL FOR

STRUCTURAL MERGER INITIATIVE. FUEL FOR. GROWTH. WARNING.

sydney-ayers
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FUEL FOR

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  1. STRUCTURAL MERGER INITIATIVE FUEL FOR GROWTH

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

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

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

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

  6. MOBILIZING MORE THAN 45 GROWTH YEARS 2014 • TERPEL MERGER, SIE LISTING AND • CREATION OF PROENERGÍA • CREATION OF TERPEL ORGANIZATION • TERPEL ORGANIZATION AND GAZEL MERGER REGIONAL EXPANSION AND GAZEL ADQUISITION • TERPELS • CREATION TERPELS’ CONSOLIDATION PROCESS FINALIZED • 1968 • 2001 2005-2008 2010 • 2013 • 1971-1993 • 2004 • 2009 • 2012 • TERPEL • B/MANGA IS • BORN • CREATION OF SIE, CONSOLIDATING 75% OF TERPELS ISSUANCE OF AAA BONDS ACQUIRES MAJORITY PARTICIPATION AND LISTING OF PROENERGÍA TERPEL DEL CENTRO

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

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

  9. FIGURES OPERATIONAL AND FINANCIAL PERFORMANCE INCOME BILLION PESOS 2,107 SS and 1,466 MM gal 2009 2,232 SS and 2,101 MM gal 2013 18% COMPOUND ANNUAL GROWTH 2009-2013: EBITDA MILLION PESOS Average EBITDA margin 2009 - 2013: 4.6% Volume CAGR* 2009 – 2013: 9.4% 9% COMPOUND ANNUAL GROWTH 2009-2013: SourceOT. Figures excludePeru and Chile. * Compoundannualgrowthrate

  10. FIGURES DIVIDENDS DISTRIBUTED TO SHAREHOLDERS NET PROFIT OT Net Average Margin 2009-2013: 1.8% MILLION PESOS COP Distribution of dividendspercentage 2013: 60% 580 mil MM distributed to shareholderssince 2009 DIVIDENDS PER SHARE OT PESOS SourceOT

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

  12. THE MERGER RESULTS IN A MORE CLEAR AND SIMPLE STRUCTURE AFTER TODAY 100.0% 52.8% 100.0% SHAREHOLDERS SHAREHOLDERS 47.2% 44.9% 67.4% 28.5% 28.46% TERPEL DEL CENTRO S.A. SOCIEDAD FUSIONADA 34.6% 20.5% 4.1% IS THE MAJORITY SHAREHOLDER

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

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

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

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

  17. ON THE BALANCE STATEMENT EFFECT OF THE MERGER OT POST-MERGER1 OT BEFORE THE MERGER MAIN ADJUSTMENTS SIE DEBT COP 180,000 MM 1.64 OT MANTAINS UNCHANGED ITS FLOW GENERATION CAPACITY 1.81 LIABILITY LIABILITY PARTICIPATION ELIMINATION CROSSED WITH TC (ACCOUNTING EFFECT) 3.54 3.41 ASSESTS ASSETS 1.90 1.60 EQUITY EQUITY Figures rounded to COP Billions closing at November 30, 2013. 1Proform Balance of themerger

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

  19. SCORE KEY FACTORS SUPPORT FROM COPEC, SCORED BBB1 INTERNATIONAL, AS MAJORITY SHAREHOLDER AFTER THE MERGER, LEVERAGE INDICATORS ARE MANTAINED AT MODERATE LEVELS IN ACCORDANCE WITH THE SCORE THE COMPANY HAS A STRONG COMPETITIVE POSITION DIVERSIFIED IN GEOGRAPHIES AND PRODUCTS TO MITIGATE EXPOSURE TO ECONOMIC CYCLES THE COMPANY MAINTAINSAN ADEQUATE LIQUIDITY POSITION STABLE CASH FLOWS DERIVED FROM THE REGULATED NATURE OF THE BUSINESS AND THE GROWING TREND OF FUEL CONSUMPTION Source: Fitch Ratings 1 International risk score by Standard and Poor’s and Fitch Ratings

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

  21. CLOSING REMARKS THE CONSOLIDATION PROCESS OF TERPELS IS FINALIZED THE AAA SCORE OF TERPEL ORGANIZATION IS MANTAINED AFTER THE MERGER* THE SHAREHOLDERS BELONG TO A SINGLE OPERATIONAL SOCIETY AND LISTED IN THE STOCK MARKET THE SOCIAL OBJECTIVE AND GROWTH STRATEGY ARE NOT MODIFIED * On November 19th 2013, Fitch Ratings affirmed the AAA(Col) score for the ordinary bond issuance of COP 700.000 million, and expect that the debt indicators remain in accordance with the assingned score after the merger. On January 14th, 2014, Fitch Ratings reaffirmed the score.

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

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