catom - annual report 2013

Catom BV ANNUAL REPORT 2013

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Acquisition of the distribution of oils and lubricants of Tamoil Troost en revitalization of the OK brand

Acquisition of OK West and of the OK brand

Auction purchase of two petrol stations, a Shell station along the A27 and an Esso station along the N31

Spectacular growth in wholesale

Acquisition of Oliecentrale Nederland, distributor of Shell fuels and lubricants for the business market

Catom wins Business Award

Acquisition of 33 petrol stations of Kuwait Petroleum Nederland BV with a joint turnover of nearly € 100 million

ANNUAL REPORT 2013Catom BV

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CONTENTSCompany Profile 4Mission and vision 8Strategy 12Annual report 22Annual report by the Executive Board 23Annual accounts 40Consolidated annual accounts 42Consolidated balance sheet as at 31 December 2013 42Consolidated profit and loss account for the year 2013 44Consolidated cash flow statement for the year 2013 46Notes to the consolidated balance sheet and profit and loss account 48Company annual accounts 76Balance sheet as at 31 December 2013 76Profit and loss account for the year 2013 78Notes to the balance sheet and the profit and loss account 78Other information 86Regulation in the articles of association regarding appropriation of profits 87Proposed appropriation of profits 87Events after the balance sheet date 87Independent auditor’s report 88

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1–CAtom BV

Company Profile

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Catom BV is a fast growing company in the trade, distribution and sale of fuels and lubricants. The company focuses on three main activities in the oil market’s downstream segment: wholesale, reselling (sale to end users in the business market) and retail (commercial exploitation of petrol stations with shops). Most of the company’s turnover is generated by its wholesale and reselling divisions. Catom is market leader in the Netherlands in reselling and aims to obtain that position in its other two main activities as well.

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Catom PDm is the trade name under which all wholesale activities take place.

Reselling is conducted via FuelPlaza (oK brand) and oliecentrale Nederland (Shell brand), both of which focus on the sale and distribution of fuels and lubri-cants in the business-to-business market.

Petrol stations are run under the oK brand name. An innovating and very successful own retail formula has been developed for the shops at petrol stati-ons, under the brand name ShopPoint.

Catom BV was founded in 1998 by two entrepreneurs with long-term experience in the oil industry. Since its establishment, the company has experienced major growth, both organic and through acqui-sitions. In 2013, its turnover amounted to EUR 850 million, an increase of 2% versus 2012 (EUR 832 million). the com-pany has its headquarters in Breda and regional sales offices in Staphorst and Arnhem. It has a staff of 135 employees.

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2

–CAtom BV

Mission & Vision

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MiSSiONCatom BV wishes to be the preferred choice of customers through sharp pricing and a high service level. With a customer-oriented and efficient organisation, Catom wishes to play a leading role in the down-stream segment of the Dutch oil market.

ViSiONCatom believes in the power of custo-mer orientation. Its own organisation as well as the trading companies and petrol stations aim at high service perception by the customer and competitive prices. this specific Catom culture of customer focus is recognisable in every sales activity. Catom thereby distinguishes itself from the traditio-nal providers.

Catom BV wishes to acquire market lea-dership in the segments where it operates. It aims to achieve this ambition through a combination of organic growth and ac-quisitions. It wants to take advantage of the opportunities that arise as the large oil companies dispose of segments in light of their focus on the upstream market.

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the management of Catom knows the market and the networks that are needed to monitor and exploit opportunities. the ex-pansion will continue to focus on the Dutch market.

Catom has proven that it is able to manage explosive growth. to manage further expan-sion in a professional way, Catom invests in its management and its personnel and information systems.

Its organisation is compact and goal-oriented, with a strong focus on cost control. Employees are stimulated to take responsi-bility and to take hold of opportunities for personal development and growth.

the core values of Catom BV and its em-ployees are dedication, ambition, flexibility,

innovation and ownership. the organisation is eager to learn and has the ambition to improve each year, in terms of both per-formance to the customer and of company results. the safety of people and the envi-ronment is a first priority in all activities.

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Jan Willem Westerhuis approximately 47.5% Rik de Leeuw den Bouter approximately 47.5% other approximately 5%

– ShAREhOLdERS iN Catom BV

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MANAGEMENT JAN WiLLEM WESTERhUiS (1961) Founder and director of Catom BV. Studied business administration and started his career at Esso Benelux in Breda. During twelve years at Esso he fulfilled nine dif-ferent functions, mainly in the downstream sector of Esso. During this period, he met Rik de Leeuw den Bouter, with whom he founded Catom BV in 1998. Westerhuis owns approximately 47.5% of the shares of Catom BV.

Rik dE LEEUW dEN BOUTER (1959) Founder and director of Catom BV. In 1985, following his studies in civil engineering, he joined Esso Benelux in Breda. through the many significantly different positions that he held in Esso’s job rotation programme he built up a broad knowledge and experience in the oil market, both downstream and upstream. In 1998, he became one of the founders of Catom BV. mr. De Leeuw den Bouter owns approxima-tely 47.5% of the shares in Catom BV.

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3

–CAtom BV

Strategy

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STRATEGYCatom’s strategy is to buy and build: organic growth combined with growth through acquisition. the company foresees substantial shifts in the downstream segment of the Dutch oil market. the majors in the oil sector, such as Shell, Exxon, total and BP, are focusing increasingly on the upstream business (exploration and production of oil) and looking for possibilities to dispose of their downstream activities (marketing, distribution and sale). Introduction of down-stream activities on the stock exchange or outright sale are the most likely scenarios.

Catom wishes to play an active role in this consolidation exercise. It is in a position to acquire these activities and to take on custo-mers that look for a new supplier as a result of these shifts. Catom is especially interested

in trading, selling and distribution activities and in the petrol stations.

the restructuring of the downstream market is expected to occur also in the Netherlands. Catom thus sees many possibi-lities for growth through acquisitions in the Dutch market.

A strategy will thus be followed for each of its three core activities, each tailored to the specific market circumstances within the segment involved.

WhOLESALEGrowth in the wholesale sector will mainly be organic. Catom distinguishes itself through its competitive pricing and high service level, and that can lead to new customers. through the growth in the past,

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wholesale activities have reached a size where acquisitions are a realistic option for further growth.

A crucial aspect with acquisitions is maintai-ning the high and unique service and qua-lity level that is needed to bind customers of the acquired party on a long-term basis.

the possibilities to enlarge the existing stora-ge capacity through purchase of depots are also being examined. Storage capacity and maintenance of own stock levels provide strategic independence and greater flexibi-lity, and thus better service to the customer.

RESELLiNGthe reselling market is entirely a displace-ment market. the logical consequence is that growth in this sector can mainly come from acquisitions. the reselling market consists of many small companies. the chal-lenge is to find interesting players who are prepared to sell their business.

the ambition for Catom is to keep ex-panding its current market position in the coming years. this now represents a market share of about 20%, based on 15,000 customers and 350 million litres of fuels and 5 million litres of lubricants.

Wholesale RetailReselling

FuelPlaza BV ShopPoint BV Dutchoil BVCatom Distribution BVOliecentrale Nederland BV

BV

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RETAiLthe growth strategy for the company’s retail division is likewise focused on acquisiti-ons. Following the successful launch of the ShopPoint retail formula, the organisation is ready for further rollout of this concept. Particularly in this division, the develop-ments at the majors play an important role as they are expected to sell many of their petrol stations in the Netherlands, as has already happened in the United States, Scandinavia and many countries in Southern, Eastern and Central Europe.

fiNANCiNGthe company looks forward to pursuing the acquisition path and will be able to fund this to a certain extent with its own funds, based on its current balance sheet position. In addition, propositions for acquisition in the areas Catom is considering will in most cases represent a substantial asset value.

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In 2010, Het Financiële Dagblad included Catom BV in Gazelles, its list of the top one hundred companies in the Netherlands in terms of growth rate. In the large company category – turnover above € 30 million – Catom won the Golden Gazelle for North Brabant. For the entire country Catom ended up second, with a 228% growth rate. the results of one million companies were screened for this Gazelles listing. GAzELLEN

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WhOLESALE Nearly half the turnover of Catom BV is generated by wholesale activities in pet-rol, diesel, gas oil and petroleum through Catom PDm. this subsidiary buys these bulk products in the open market and sells them to oil traders, petrol stations of small independent chains and individual petrol stations, all in the Netherlands. Selling pri-ces are determined each day on the basis of market developments and then communi-cated to the customers. Catom’s customers can load the products according to need with a special pass at nearly all depots in the Netherlands. the wholesale division also delivers products to Catom’s own resel-ling activity and petrol stations.

Catom distinguishes itself from other players in the market through higher flexibility and cost efficiency. By applying the purchasing power of its total fuel volume, it is able to realise sharp prices for roughly one hund-red customers of various sizes, mainly oil traders and white petrol stations. the market share in this segment is difficult to establish since parties (including several major play-ers) are active at different links in the value chain. However, Catom is definitely one of the largest players in its specific part of the chain.

By means of long-term contracts, Catom has established a buying position at nearly all depots in the Netherlands. In addition, the company has its own stock depots. Storage capacity is available at the Catom depot in

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’s-Hertogenbosch and on a rented basis at other locations in the country. the company has an excise duty permit, which is neces-sary to be able to engage in the trading activity in this commodity market.

RESELLiNGReselling is the sale of fuels and lubricants to large-, middle- and small-volume users in the business-to-business market. With a mar-ket share of over 20%, Catom is the market leader in this segment. Customers include farms, local and regional governments, public utilities, building companies, garages and transport companies.

Catom’s subsidiary oliecentrale Nederland, with regional sales offices in Arnhem, Breda and Staphorst, is the

largest distributor of Shell fuels and lubri-cants in the Netherlands. It has a professio-nal and customer-oriented organisation that provides round-the-clock service.

Catom is also active in the reselling market under the oK label. this brand has traditi-onally held a strong position as supplier of oils and lubricants in the farming market. the company’s own selling and distribu-tion center in Staphorst and its distribution activity via oliecentrale Nederland and farming cooperatives and wholesalers ensures the availability of oK products on a countrywide basis.

In the reselling segment, oliecentrale and oK distinguish themselves through their high service level. they have a knowled-geable sales staff that advise customers

ThE VERTiCALLY iNTEGRATEd iNTERNATiONAL OiL COMPANY

NO LONGER REPRESENTS ThE WiNNiNG fORMULA

iN ThE PETROLEUM BUSiNESS. iNSTEAd, A NEW BREEd Of TiGhT-

LY fOCUSEd ANd VERTiCALLY SPECiALizEd “PETROPRENEURS” ARE CAPTURiNG

MOST Of ThE iNdUSTRY’S GROWTh ANd ShAREhOLdER VALUE.

Source: ‘the Atomization of Big oil’, the mcKinsey Quarterly nr. 2 – 1997

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about complex issues in the fields of lubrication schedules, maintenance and product properties.

For the transport of fuels in the reselling market, Catom uses over fifty lorries, mainly on a lease basis. About forty lorries ope-rate under the Shell colours, while the rest display the oK label.

Catom has its own stocks of oK and Shell lubricants, enabling it to deliver to its customers on an efficient and timely basis. Storage and warehousing are conducted partly by the company itself. Part of the storage and warehousing, along with distribution to the final customer, has been outsourced to two professional service providers (one for packaged, one for bulk products). the management of the entire

operation is handled by oliecentrale and FuelPlaza respectively, with a sharp focus on customer satisfaction (ordered today, in house tomorrow).

CATOM the name of the company was in-spired by the theory of atomisation, the process of dividing a substance into very fine particles.

the oil market continues to fragment further into specialised companies in the fields of exploration, production and refining and, on the other hand, companies that focus on distribution and marketing.

Specialised companies can be more flexible and efficient and thus more profitable compared to the larger whole.

Catom has aimed in its development at opportunities that arise as large oil industries divest their distribution and sales networks in order to concentrate on oil exploration and production.

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RETAiLOk PETROL STATiONS the company owns and operates 40 petrol stations across the Netherlands. through its acquisition in 2013 of 33 petrol stations, its position in the retail segment grew signifi-cantly. Catom intends to expand its position in this market further.

oK has a long history in the Netherlands. the originally Swedish brand, which was introduced in the Netherlands in the 1950s, was acquired by the Catom group in 2004. two years later, Catom relaunched the oK brand for petrol stations, deciding on a state-of-the-art image.

the popularity of the new oK petrol sta-tions was also stimulated heavily by the ShopPoint formula at these stations. So far,

two locations have been designated as the “best petrol station of the year”.

Currently, oK still belongs to the small play-ers in the market for petrol stations. Catom wishes to substantially grow its position in this market.

ShOPPOiNTFor its shops at petrol stations, the compa-ny developed an innovative and succes-sful retail concept: ShopPoint. this retail concept is quite distinct from the traditio-nal shops at petrol stations. the atmosp-here, product range, furnishings, quiet, space, hygiene, and the service level all stimulate extra spending. If this concept is applied in full, it can lead to more than double the turnover of the average other shop, including those of the large brands.

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the ShopPoint formula can be applied under the canopy of every fuel brand. At this time, the formula is fully applied at the three oK petrol stations and partly at two Shell and two tamoil stations. the turnover of the shop means an interes-ting margin for the operators of petrol stations. operators can also decide to outsource their shop to ShopPoint.

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4

–CAtom BV

Annual Report

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diRECTORS’ REPORTCatom BV (formerly known as Catom Enterprises BV) and its group companies have again achieved a positive result in 2013. the continuous growth that has cha-racterised the company since its establish-ment in 1998 was maintained. the impact of the economic crisis was limited.

Significant milestones during the year were the acquisition of 33 petrol stations from Kuwait Petroleum Nederland BV and a one-time order for 70 million litres of diesel from utility company RWE for the testing of its new power plant in the Eemshaven port in Delfzijl. this order was fulfilled in the last month of 2013 and the first few months of 2014. the delivery of the first 30 million litres in December 2013 had a non-recurring impact on the company’s

result for 2013. During the year a small oil dealer in the northern part of the country was also acquired.

the international oil market remains volatile and is marked by major price fluctuations. Catom was able to enlarge its business volumes. the margins in the reselling seg-ment faced downward pressure due to the abolishment of red diesel fuel (diesel with a low excise duty rate) at the start of 2013.

It is clear that consumers and customers increasingly focus on the price level of com-modity products such as petrol and diesel. this has led to growing price competition in the retail sector and to pressure on margins. However, the high fuel prices have had practically no effect on turnover of the petrol stations. that is especially due to the fact that

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Catom has hardly any petrol stations in areas close to Belgium and Germany, where many customers tend to head for cheaper petrol stations across the border. the acquisition of the 33 petrol stations from Kuwait Petroleum Nederland was completed towards the end of 2013. Also of these stations only a few are located near the border.

Some loss of volume did take place among business customers in the southern part of the country, as they decided to relocate their fuel purchases to Belgium following the increase in the excise duty rate.

the volume of motor fuel sales grew in 2013 by 0.34%. this growth was paralleled by an increasing number of suppliers. this increase led to greater flexibility in terms of logistics and to spread of the risks on the purchase side.

Work was conducted in 2013 again to raise the efficiency level. With the abolishment of red diesel, it became possible to simplify the logistics process significantly, enabling a re-duction of the number of logistics employees.

the number of employees declined on balance to 135. this decline was mainly made possible by further efficiency initiatives. on the other hand, the purchase of a petrol station near Drachten and of a small oil dealer towards the end of the year led to a small increase of the workforce.

Catom’s strategy is aimed at further growth, both organic and through acquisitions. Catom seeks to acquire leadership in all sectors it participates in. Catom BV has its registered office in Rotterdam and principal place of business at Verlengde Poolseweg 32 in Breda.

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All group companies are wholly owned by Catom. No changes took place in ownership levels during the past year. Catom BV and its group companies operate mainly in the Dutch market. Nearly 100% of turnover is realised in the Netherlands.

TURNOVER ANd RESULTSturnover grew in 2013 by 1.7% to €847 million. In terms of volume there was an increase of 0.34% in motor fuels, partly due to the delivery of the first phase of the non-recurring order of 70 million litres. the acquisition of 33 petrol stations halfway in December also led to extra volumes in the final month of the year. the volume of lubricants sold grew by 12.5%.

Gross margin dropped by 8.6%.

this turnover and gross profit led to an EBItDA of €6,955,867 and a group result before tax of €3,682,170. total assets rose to €130 million. the solvency rate came to 11.3% (2012: 16.7%). the liqui-dity rate amounted to 77% (2012: 83%). the company’s liquidity level is safeguar-ded owing to the overdraft facility.

the figures presented relate to the finan-cial year 2013, which is identical to the calendar year.

iNVESTMENTSInvestments in tangible fixed assets in 2013 amounted to €6,194,721. of this amount, €5.7 million related to the acqui-sition and improvement of petrol stations. the acquisition of petrol stations involved the payment of goodwill amounting to

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€888,215. Investments in other recei-vables classified under financial fixed assets amounted to €11,078,734.

In 2014 the company intends to invest in vehicles, machinery and acquisitions. It is expected that these investments can be rea-lised with the currently available funding.

fiNANCiNGthe investments in 2013 were all financed with internal funds. the total credit facility amounts as from 1 April 2014 to €35 milli-on (2013: €25 million). No major changes are expected in the company’s financing structure in the medium term.

dEVELOPMENTSthe combined volume for the wholesale, reselling and retail segments grew during the year by 0.34%.

WHOLESALEWholesale – centred in Catom Distribution BV under the trade name Catom PDm – takes place in a dynamic market with a strong price volatility. Prices in the internati-onal market fluctuate significantly each day, even during the course of a day. the buying behaviour of customers is heavily price-driven. margins in this volatile market have remained stable, and the economic crisis has not affected the results in this segment.

Volume in wholesale, which is Catom’s largest segment, remained constant, which can be considered a fine performance in a declining market. Catom is one of the five largest play-ers in the Dutch wholesale market and sees opportunities for further growth in this seg-ment. It is expected that the major oil compa-nies will gradually leave this market in order to focus more on their upstream activities.

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RESELLING In the reselling division – the resale of fuels and lubricants by FuelPlaza BV and oliecentrale Nederland BV – the volume of motor fuels grew by 1.4% despite some loss of volume in the southern part of the country. Various customers there chose to buy their fuel in Belgium because of the large price differences for fuels between the Netherlands and Belgium. Catom was able to maintain its market leadership in reselling in a declining market.

RETAIL Catom succeeded in strengthening its position in the retail segment through the acquisition of 33 petrol stations from Kuwait Petroleum Nederland. In November 2013, FuelPlaza B.V., a Catom BV operating company, reached agreement with Kuwait

Petroleum Nederland BV about this acquisi-tion. the petrol stations involved are spread across the country but with a focus on the northern provinces. their combined annual turnover amounts to nearly € 100 million. the combined petrol stations that have been acquired are profitable.

As a result of this transaction, FuelPlaza now owns the 33 petrol stations and has acquired the related ground leases, opera-ting contracts and delivery contracts. the petrol stations, which are operated under the Q8 label, will be rebranded to the oK logo and formula in the course of 2014. the acquisition of these 33 petrol stations is a strong impulse for the development of the oK brand in the Dutch market.

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Also in 2013 FuelPlaza acquired the petrol station De Kreilen along the N31 provin-cial road near Drachten through a public auction. this petrol station has meanwhile changed to the oK colours.

In total, Catom now operates 40 petrol stati-ons spread across the Netherlands.

the volume growth in the retail segment re-flects the acquisition of De Kreilen. organic volume growth remained practically unchan-ged. on balance, retail volume grew by 4.3%.

In the retail segment, Catom also operates a shop formula called ShopPoint. this formula was specifically developed by Catom as service shop for petrol stations. the number of shops grew during the year from 7 to 8.

During the first quarter of 2014 this growth accelerated, leading to 14 shops three months into the new year.

PRiNCiPAL RiSkS ANd UNCERTAiNTiESone of the main risks is the bad debt risk related to customers. the level of indirect taxes and the share of these taxes in the overall price of motor fuels play a big role in the overall receivables balance. A strin-gent debtor policy is intended to mitigate this risk as much as possible.

In addition there is the risk of uncollecta-bility of the receivables included under financial fixed assets. As with bad debts, the starting point for estimating this risk is the level of future cash flows. the collec-tability of the receivable and the pace of

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collection depend on the cash flow situation and the underlying order portfolio of a single debtor. It should be noted, however, that amounts related to this receivable have been received in 2014, same as in 2013.

PERSONNEL ANd ORGANiSATiONthe average number of employees of the Group dropped to 135 during the year (2012: 144). this decline reflects the efficiency measures taken and the lower number of employees in the logistics process. turnover per employee rose in 2013 by 9.3%.

All personnel members are employed by the Dutch companies. Catom BV has no em-ployees in other countries.

It is expected that, with organic growth, the workforce can again decrease lightly as a result of efficiency measures and invest-ments in new technologies. Any drop in the number of employees can be fully achieved through natural attrition.

the percentage of women in the overall workforce grew from 24% to 26%. there is no proportional split between men and women in the Executive Board of the Group. Considering that the Executive Board con-sists of only two persons, the company has not yet developed a policy in this regard.

the split of personnel by activity is as follows: 6 management and staff72 in sales 57 in logistics

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the Executive Board of Catom highly values the dedication and commitment of its staff in realising the Group’s ambition to improve each year, both in terms of performance to customers and in operating result.

TRAiNiNG ANd AUTOMATiON Again in 2013, investments were made in the training and educating personnel, all according to plan. the focus was on technical and commercial training. there is also permanent attention to the training of employees who are responsible for the audits that are conducted both internally and by external officials in the field of safety and the environment.

Various processes were automated during the year. the process of switching to compu-terised invoicing that was started in 2012

was successfully completed for all segments in 2013.

SAfETY ANd ThE ENViRONMENTthe safety of people and their environment is a first priority for Catom in all of its activities. the company attaches great value to full observance of all requirements in the areas of safety, quality and the environment. Catom has its own environmental and safety policy for this.

Catom obviously complies with the legal blending requirements related to biofuels (5.0% in 2013, 4.5% in 2012). the com-pany strictly uses second generation biofuels for this purpose, thus surpassing the legal requirements. In a comparative study of Co2 performance of biofuels that was published in February 2014, Catom rated highest.

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For customers wishing to implement a res-ponsible policy in terms of the environmen-tal impact of fuels, Catom has introduced GtL (Gas to Liquid). this is an advanced diesel variant that produces less smell, less noise pollution and less emission of fine particles. Since GtL is free from sulphur and aromatics and has a high octane content, it leads to cleaner combustion. this innovative product, developed by Shell, is only made available by Shell to a number of its large customers, including its branded distributors (resellers). Catom has thus gained a unique proposition. this product is especially inte-resting for large municipalities that aim to improve the air quality in their city centres.

All mandatory audits with regard to safety and the environment have been carried out at the various group companies.

these include BRZo inspections, an ISo 14001:2004 audit for an environmen-tal management system at oliecentrale Nederland, VCA reporting, and an ISCC audit for the storage and transport of biofuels.

No environmental incidents took place in 2013.

Despite permanent attention to safety, two accidents took place involving two different employees. Both accidents were caused by unsafe unloading conditions at the sites of customers where products were delivered. Following these accidents, measures were immediately taken in consultation with the customers involved to prevent any recur-rence. the employees involved have mean-while recovered.

In 2014, CE Delft, an independent research and advisory bureau that is specialised in the development of innovative solutions for environmental and sustainability issues, published the results of its study entitled “Biofuels on the Dutch market – ranking oil companies – update 2012”. In this study, conducted for the second time, CE Delft lists the Co2 performance of blended biofuels per supplier, based on a report by the Dutch Emissions Authority (NEa). According to this study, Catom has the best performance of all suppliers in the Netherlands. A total of eleven suppliers were compared, including all major oil companies.

the study was conducted by CE Delft upon assignment by the Dutch environ-mental organisation Natuur & milieu and three other European environmen-tal organisations.

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OUTLOOkCatom expects that the consolidation in the downstream segment of the oil industry will accelerate in the coming years, especially as the pressure on margins has grown. It in-tends to take advantage of the opportunities arising from this consolidation activity and expects that the margins will recover in due time as a consequence of the consolidation.

the management continues to aim for mar-ket leadership in all of the three segments in which the company is active. Considering the consolidation initiatives in the market, acquisitions are quite possible also in 2014, allowing this ambition to be realised.

Catom expects another turnover increase by 10% in 2014. Volumes should likewise

grow by approximately 10%. It is expected that the results for the year 2014 will at least reach the level of 2013.

EVENTS AfTER ThE BALANCE ShEET dATEDuring the first quarter of 2014 the group company oliecentrale Nederland BV acquired a small oil dealer in Friesland. FuelPlaza acquired a petrol station that will be added to the network.

Rotterdam, 27 June 2014H.P. de Leeuw den BouterJ.W.F. Westerhuis

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In order to test its new ultramodern power plant in the Eemshaven port of Delfzijl, utility company RWE required 70 million litres of diesel. Catom BV was invited to develop scenarios together with RWE for the delivery of this large volume. Since storage capacity on the site was limited, a logistic process was developed to

ensure timely and accurate delivery of the necessary fuel quantities. Catom rented extra storage capacity in the vicinity of Delfzijl for this purpose.

Catom’s subsidiary oliecentrale owes this special order to the quality of its services to RWE over a considerable number of years.

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In November 2013, FuelPlaza, a Catom BV operating company, reached agreement with Kuwait Petroleum Nederland BV on the acquisition of 33 petrol stations. these are situated across the Netherlands, with a fo-cus in the northern provinces. the combined annual turnover of these petrol stations is nearly € 100 million. the combined petrol stations acquired are profitable.

the transaction involved the purchase of 33 petrol stations, including the related ground leases, operating contracts and delivery contracts.

In a number of cases the personnel of the petrol stations was taken over by Catom. the petrol stations, which operated under the Q8 label, will gradually be converted to the oK brand.

oK has been active in the field of fuels and lubricants for over fifty years. Since 2006, oK also operates petrol stations again. the acquisition of the 33 petrol stations is a strong impulse to the develop-ment of the oK brand in the Dutch mar-ket. Altogether, oK now owns 40 petrol station in the Dutch market.

in rebranding the petrol stations, much attention goes to the Ok brand image

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A new house style and new websites were developed for all group companies and the holding this past year. the new image provides a modern look to the company, which has grown substantially over the years. the acquisitions and the growth of the company led to the need of presenting all business units in a familiar and consistent manner.

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5

–CAtom BV

Annual accounts

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CONSOLidATEd BALANCE ShEET

as at 31 December 2013(after proposed appropriation of profits)

€ 31 December 2013 31 December 2012

ASSETS

FIXED ASSETS

Intangible fixed assets (1)

Development costs 258,305 302,414

trademark rights 596,982 958,882

operating rights and client portfolio 6,400,082 6,903,100

Goodwill 1,222,878 378,169

8,478,247 8,542,565

Tangible fixed assets (2)

Land and buildings 1,986,673 2,014,720

Non-operating assets 1,285,499 1,304,732

Depot installations 740,724 796,269

Petrol stations 16,473,935 11,930,202

machinery and equipment 1,150,883 1,548,191

transport vehicles 776,305 736,419

22,414,019 18,330,533

Financial fixed assets (3) 18,920,555 14,202,471

CURRENT ASSETS

Stocks

Finished product and good for resale (4) 7,770,462 6,433,046

Receivables (5)

trade receivables 49,579,732 44,277,741

taxes and social insurance contributions 502,880 1,131,436

trade receivables 6,224,036 1,521,724

56,306,648 46,930,901

Cash (6) 16,071,155 14,448,923

129,961,086 108,888,439

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ShAREhOLdERS’ EQUiTY ANd LiABiLiTiES

Group equity (7) 14,634,332 18,228,755

Provisions (8)

Deferred tax liability 3,852,901 4,220,152

Site restoration 4,883 8,795

Long-service awards 59,712 61,349

3,917,496 4,290,296

Long-term liabilities (9)

Subordinated loans from related parties 5,212,236 1,556,890

Loans from credit institutions 1,962,500 2,492,500

Derivatives 234,392 349,038

7,409,128 4,398,428

CURRENT LIABILITIES (10)

Current portion of long-term debt 786,073 694,734

Suppliers and trade creditors 13,603,553 14,930,232

taxes and social insurance contributions 81,303,401 62,597,902

other liabilities and accrued expenses 8,307,103 3,748,092

104,000,130 81,970,960

129,961,086 108,888,439

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CONSOLidATEd PROfiT ANd LOSS ACCOUNT

for 2013

€ 2013 2012

Net turnover (12) 846,571,936 832,168,069

Cost of goods sold 826,082,590 809,746,694

Gross profit 20,489,346 22,421,375

Wages and salaries 6,001,874 6,436,933

Social insurance charges 965,167 1,016,301

Pension expenses 1,007,416 916,783

other personnel expenses 508,680 519,390

amortisation and impairment of intangible and depreciation of tangible fixed assets (15)

2,996,859 1,948,967

other operating expenses (16) 8,470,501 8,925,777

Total operating expenses 19,950,497 19,764,151

Operating profit 538,849 2,657,224

amounts released from revaluation reserve (17) 3,416,259 0

Interest income and expenses -272,938 -259,520

Result from ordinary operations before tax 3,682,170 2,397,704

tax on result from ordinary operations (21) -1,054,722 -288,172

Result of participating interests (19) 3,900 3,900

Net result 2,631,348 2,113,432

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CONSOLidATEd CASh fLOW STATEMENT

for 2013

€ 2013 2012

CASh fLOW fROM OPERATiNG ACTiViTiES

operating profit 538,849 2,657,224

Adjustments for:

amortisation of intangible and depreciation of tangible fixed assets (1,2)

3,020,061 1,948,967

movement in provisions -5,549 -2,059,170

Discount obtained on debt -600,000 0

Result of participating interest (19) 3,900

2,418,412 -110,203

Movements in working capital:

Stocks (4) -1,337,416 664,157

Receivables -6,962,916 -5,738,806

Current liabilities 19,960,748 18,127,528

11,660,416 13,052,879

Cash flow from business operations 14,617,677 15,599,900

Interest expense paid -404,107 -259,520

Corporation tax paid -938,601 -887,739

-1,342,708 -1,147,259

Cash flow from operating activities 13,274,969 14,452,641

CASh fLOW fROM iNVESTMENT ACTiViTiES

Investments in tangible and intangible fixed assets -7,219,917 -3,343,473

Investments in financial fixed assets -10,478,734 -171,215

Disposals of tangible fixed assets 130,875 32,500

Repayments of financial fixed assets received 7,006,865 0

Cash flow from investment activities -10,560,911 -3,482,188

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€ 2013 2012

CASh fLOW fROM fiNANCiNG ACTiViTiES

Dividend declared -308,511 -500,000

Repayment on subordinated loan (9) -193,315 0

Repayment of long-term liabilities (9) -590,000 -284,935

Cash flow from financing activities -1,091,826 -784,935

Net cash flow 1,622,232 10,185,518

the movement of cash is as follows:€ 2013 2012

Balance as at 1 January 14,448,923 4,263,405

movement during the year 1,622,232 10,185,518

Balance as at 31 December 16,071,155 14,448,923

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NOTES TO ThE CONSOLidATEd BALANCE ShEET ANd PROfiT ANd LOSS ACCOUNT1. GENERAL iNfORMATiON1.1. ACTIVITIES

the activities of Catom B.V. (“the company”), which has its registered office in Rotterdam and principal place of business at Verlengde Poolseweg 32 in Breda, and its group companies (“the Group”) consist mainly of the provision of logistic services for the oil company. the activities of the Group consist of loading, unloa-ding and, transhipment and storage, wholesale of oil products and operation of petrol stations and convenience shops.

Nearly all sales activities take place within the Netherlands.

1.2. ACCOUNTING CHANGESNo accounting changes took place in 2013.

1.3. CHANGES IN ESTIMATESNo changes in estimates took place in 2013.

1.4. CONSOLIDATIONthe consolidated annual accounts include the financial figures of Catom B.V. and its group companies, as well as of other legal entities and companies over which it is able to exercise control or where it is in charge of central management. the financial figures of the subsidiaries and other legal entities and companies that are involved in the consolidation are fully consolidated, after elimination of intercompa-ny balances and transactions. Items included in the consolidated annual accounts are stated on the basis of uniform principles for the valuation of balance sheet items and the determination of periodic results, namely the accounting principles of the company.

Given that the company’s financial data are reflected in the consolidated annual accounts, the company’s annual accounts include only an abridged profit and loss account pursuant to Section 2:402 of the Netherlands Civil Code.

49

the companies included in the consolidated annual accounts are:

NameRegistered office Share in issued capital method of consolidation

FuelPlaza B.V. Rotterdam 100% Full

oK West B.V. Rotterdam 100% Full

ShopPoint B.V. Rotterdam 100% Full

Dutchoil B.V. Dordrecht 100% Full

Catom Logistics B.V. Rotterdam 100% Full

Catom Distribution B.V. Rotterdam 100% Full

oliecentrale Nederland B.V. arnhem 100% Full

BEC ’t Gooi B.V. Hilversum 100% Full

the interest in the following company is regarded as a participating interest where signifi-cant influence can be exercised over the operating and financial policy, without it being a group company:

Name Registered officeShare in

issued capital

Share in issued capital at year-end

Share of result for the year

ExploitatiemaatschappijBedrijfsgrond Niedorp V.o.F.

Zijdewind 14,30% €138,728 €3,900

this interest is regarded as a participating interest, despite the fact that it constitutes less than 20%, since it was acquired with the intention of obtaining a long-term association on behalf of Catom’s own activities.

1.5. RELATED PARTIESRelated parties are all legal entities over which dominant control, joint control or significant influence can be exercised. Also legal entities that are able to exercise dominant control themselves are regarded as related parties. In addition, the members of the Executive Board, other key management officials of the company and their close relatives are consi-dered related parties.

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Significant transactions with related parties are disclosed insofar as these have not been entered into under standard market conditions. the notes describe the nature and amount of the transaction and any other information that is necessary for proper insight.

1.6. NOTES TO THE CASH FLOW STATEMENTthe cash flow statement has been prepared according to the indirect method. the cash amounts in this statement consist of the liquid assets.

Receipts and expenditures relating to interest, dividends received and corporation tax are classified under the cash flow from operating activities. Dividends paid are included in the cash flow from financing activities.

the purchase price of the acquired group company is included in the cash flow from investment activities insofar as payment took place in cash. the cash balance on the ba-lance sheet of the acquired group company has been deducted from the purchase price. transactions that do not involve any inflow or outflow of cash, including finance leases, are not reflected in the cash flow statement.

Payments of lease instalments under the finance lease are classified under financing acti-vities insofar as they relate to repayments and under operating activities insofar as they represent interest.

1.7. ESTIMATES For purposes of applying the accounting principles and rules for the preparation of the an-nual accounts, the management of the Group needs to form judgements about various mat-ters and to prepare estimates that may impact the amounts included in the annual accounts. If necessary for the insight that must be provided under Book 2, Section 362, subsection 1 of the Netherlands Civil Code, the nature of these judgements and estimates, including the underlying assumptions, is described in the related notes.

2. PRiNCiPLES fOR ThE VALUATiON Of BALANCE ShEET iTEMS 2.1. GENERAL the consolidated annual accounts have been prepared in accordance with the legal requi-rements set out in title 9, Book 2 of the Netherlands Civil Code and the Dutch Accounting Standards (RJs) issued by the Dutch Accounting Standards Board.

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Assets are generally stated at purchase price or production cost and liabilities at their ac-quisition amount. If no specific valuation principle is mentioned, then valuation takes place at purchase price or acquisition amount. References are included in the balance sheet, profit and loss account and cash flow statement. these references relate to the notes.

2.2. COMPARATIVE FIGURESthe principles applied for the valuation of balance sheet items and for the determination of periodic results have not changed compared to the prior year.

For purposes of comparability and where deemed necessary to provide better insight, the comparative figures for the prior year have been reclassified.

2.3. FOREIGN CURRENCY2.3.1. Functional currencyItems in the annual accounts of the group companies are stated with due consideration of the currency of the markets in which the group company in question conducts most of its business activities. this is referred to as the functional currency. the consolidated accounts are stated in euros. this is the functional as well as the presentation currency of Catom B.V.

2.3.2. Transactions, receivables and payablestransactions in foreign currency during the reporting period are reflected in the annual ac-counts at the rates applying on the transaction date.

monetary assets and liabilities in foreign currency are converted to the functional currency at the rate applying on the balance sheet date. Exchange differences resulting from settle-ment and conversion are charged or credited as appropriate to the profit and loss account.

Non-monetary assets that are stated at cost in a foreign currency are translated at the exchange rate applying on the transaction date.

2.4. INTANGIBLE FIXED ASSETSIntangible fixed assets are stated at cost less amortisation, taking into account any impair-ment. this latter aspect applies if the book value of the asset (or of the cash flow generating entity to which the asset belongs) is higher than its realisable value.

52

For purposes of determining whether impairment has taken place, see Section 2.6.

2.4.1. Research and development costsResearch costs are charged to expense. Expenditures for development projects are capi-talised as part of the production cost if it is expected that the project will be commercially and technically feasible (in other words, if it is expected that economic benefits will be achieved) and when the costs can be established with reasonable certainty. Amortisation of capitalised development costs commences as soon as commercial production has started and is spread over the asset’s estimated useful life. A legal reserve is maintained equal to the asset’s book value.

2.4.2. Intellectual propertyCosts of intangible fixed assets other than internally generated assets, including trade-marks, operating rights and client portfolio, are stated at cost less straight-line amortisation over the estimated useful life, with a maximum of 20 years applying.

2.4.3. GoodwillGoodwill arising from acquisitions and calculated in accordance with Section 3.7 is capi-talised and amortised on a straight-line basis over its estimated useful life. If the useful life exceeds 5 years, then this is explained in the notes.

2.5. TANGIBLE FIXED ASSETStangible fixed assets for the company’s own operations are initially stated at cost less any investment subsidies. Cost consists of the purchase or production price plus other costs that are needed to bring the asset to its location and the condition for its intended use.

Following the initial recording, the buildings, depot installations and land that the company has in use are stated at current value. Current value is equal to the replacement value at the time of revaluation less accumulated depreciation.

other fixed assets are stated at purchase price less straight-line depreciation over their expected economic useful life and impairment charges.

Any value increase of a tangible fixed asset resulting from a revaluation is credited to a revalua-tion reserve. the revaluation leads to a deferred tax liability, for which a provision is set up.

53

Any reduction in value resulting from a revaluation is charged against the revaluation re-serve up to the amount of the value increase that was originally credited to the revaluation reserve with regard to the asset in question. Any excess is charged directly to the profit and loss account. In the event of a reversal of a value increase that was previously charged to the profit and loss account, such value increase is credited to the profit and loss account.

Realisation of the revaluation reserve takes place through use (depreciation) and/or dispo-sal of the asset. the realised portion of the revaluation is reclassified to other reserves.

Depreciation is based on the expected useful life of the asset, taking into account any resi-dual value. the straight-line depreciation method is applied for this purpose. Depreciation amounts are calculated on the basis of a fixed percentage of cost less any investment subsi-dies, taking into account the residual value.

2.6. IMPAIRMENT OF FIXED ASSETSon each balance sheet date the company determines whether there are any indications that a fixed asset may be subject to impairment. If such indications exist, the realisable value of the asset is determined. If it is not possible to determine the realisable value of an individual asset, then the realisable value of the cash generating entity to which the asset belongs is determined. An impairment situation exists if the book value of an asset exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use.

the recoverable amount is determined on the basis of the active market. For purposes of determining the value in use a discount rate of 4% (2012: 6%) is used to calculate the present value of the cash flows. Any impairment loss is charged directly to the profit and loss account.

If it is determined that an impairment loss that was recorded in the past no longer exists or has decreased, then the higher book value of the related assets is recorded but not above the book value that would have been determined if no impairment loss had been recorded for the asset.

For financial instruments the company likewise determines on each balance sheet date whether there are objective signals of impairment losses of a financial asset or group of

54

financial assets. If there are objective indications of impairment losses, the company deter-mines the amount of such loss and charges this directly to the profit and loss account.

2.7. FINANCIAL FIXED ASSETS2.7.1. Participating interests with significant influenceParticipating interests over which the company can exercise significant influence are stated as from the moment of their acquisition at net asset value, which is established according to the equity accounting method. the difference between the cost of the participating interest and the initial valuation as determined by the equity accounting method is recognised as goodwill. the cost is equal to the purchase price plus any costs that are directly attributable to the acquisition of the participating interest.

these participating interests, valued according to this method, are recorded in the balance sheet for the percentage share of the company in their net asset value, plus its share in the results of the participating interests as from the time of acquisition. the net asset value is determined according to the accounting principles of the participating legal entity as identi-fied in the annual accounts.

the share of the company in the results of the participating interests is recorded in the profit and loss account.

If the net asset value of the participating interest is negative, it is valued at zero. other long-term interests in the participating interest that constitute part of the net investment are taken into consideration for this purpose. If and insofar as the company serves as full or partial guarantor for the debts of the participating interest, or if it has a construc-tive obligation to enable the participating interest to pay its debts, a provision is formed accordingly.

A subsequent share in the profit of the participating interest is only recognised if and inso-far as the accumulated non-recognised share in the loss has been made good.

2.7.2. Loans issued and other receivablesthe receivables included under financial fixed assets include loans issued and other recei-vables, plus loans purchased.

55

the other receivables included under financial fixed assets are initially recorded at their fair value (usually nominal value) less any provisions deemed necessary. these receivables are afterwards stated at amortised cost.

the claims against insolvent companies that are included under financial fixed assets are stated at their fair value. the company’s management has estimated the fair value on the basis of cash flow projections and data with regard to the debtor’s order portfolio. Since this information relates to the future, it includes a measure of uncertainty, and the pace of collection of the receivable depends on the forecasts being achieved. management has therefore estimated fair value on the basis of the net present value method, applying a discount rate of 7% (2012: 7%). the realisation of the revaluation reserve arising from the valuation at fair value is recorded via the profit and loss account.

2.8. STOCKSthe stocks consist of fuels (finished product) and other products (goods for resale).

Fuel stocks are stated at cost, applying the FIFo method (first in, first out) or lower realisable value.

the stocks of other products are stated at cost, applying average purchase price or lower realisable value.

Realisable value is the estimated selling price less directly attributable selling expenses. In determining realisable value, any obsolescence of the stocks is taken into account.

2.9. RECEIVABLESShort-term receivables are initially stated at fair value and thereafter at amortised cost less any provisions that are deemed necessary. these provisions are determined on the basis of individual assessment of the receivables.

Where receivables involve a premium or discount and transaction costs, so that the effec-tive interest rate is zero, the amortised cost is then equal to nominal value.

2.10. CASHCash is stated at nominal value.

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2.11. REVALUATION RESERVE2.11.1. Revaluation of tangible fixed assetsIf a revaluation is reflected in the revaluation reserve net of related tax liabilities (deferred or current), then realisation of the revaluation is credited on a net basis to the other reserves.

2.11.2. Revaluation of purchased receivablesIf a revaluation is reflected in the revaluation reserve net of related tax liabilities (defer-red or current), then realisation of the revaluation is credited on a gross basis to the pro-fit and loss account. the corresponding release of the deferred or current tax liability is charged to the profit and loss account under tax on result from ordinary operations.

2.12. PROVISIONS2.12.1. GeneralA provision is established for liabilities as to which it is deemed likely that they will have to be settled and where the amount involved can be reasonably estimated at the balance sheet date. the size of the provision is determined by applying the best estimate of the amounts that will be required to settle the related obligations and losses as per the balance sheet date.

Provisions are stated at nominal value, except for the provisions for other employee compensation and deferred taxes. these are stated at present value whenever the time value effect is significant.

2.12.2. Provision for Dutch pension schemesCatom B.V. and its subsidiaries have two pension schemes, both of which are career average schemes. the Dutch schemes are financed by contributions to pension administrators, to the company pension fund insofar as employees of petrol stations are involved, and to an insurance company for other employees who have a pension commitment. the pension liabilities are determined according to the ‘liability to the pension administrator approach’. Under this approach the contribu-tion payable to the pension administrator is charged to the profit and loss account. Furthermore, any additional liabilities arising from recovery plans of the pension administrator leading to extra contribution payments and an expense for the rele-vant company are charged directly to the profit and loss account.

57

Any pension receivable is recorded as an asset when the company can take possession of the pension amount claimed, when it is expected that the future economic benefits that this pension receivable entail will accrue to the company, and when the amount of the receiva-ble can be determined with reasonable certainty.

At year-end 2013 (and 2012) the Group had no pension liabilities other than the annual contributions that are payable to the pension administrators.

2.12.3. Deferred tax receivables and liabilitiesDeferred tax receivables and liabilities are recorded for temporary differences between the book value of assets and liabilities for tax purposes and their book value for financial reporting purposes. the calculation of deferred tax receivables and liabilities is based on the tax rates applying at the end of the reporting year or in future years where these have already been enacted by law.

Deferred taxes are stated at present value, applying a discount rate that is based on the net interest rate. the net interest rate is defined as the rate applying for the legal entity for long-term loans after deduction of tax based on the effective tax rate.

2.12.4. Provision for long-service awardsA provision is formed for long-service awards, calculated at the present value of the expec-ted payments in connection with such awards during employment, applying a discount rate of 4%. the amount of the provision takes into account the likelihood that the employees involved will remain with the company.

2.12.5. Provision for site restorationthis provision relates to environmental obligations and risks. It is stated at nominal value.

2.12.6. Other provisionsother provisions are stated at the nominal value of the amount expected to be required to settle the liabilities for which these provisions have been formed.

2.13. LIABILITIESUpon initial recognition, liabilities are recorded at fair value. transaction costs directly attributable to the liabilities are included in this initial recognition. the liabilities are

58

subsequently stated at amortised cost, which is the amount received, taking into ac-count any discount or premium and less transaction costs.

2.14. LEASING2.14.1. Operating leasesthe company may have lease contracts where most of the benefits and drawbacks of ownership of the assets do not accrue to the company. these lease contracts are accounted for as operating leases. Liabilities under operating lease contracts are recorded in the profit loss account over the term of the contracts on a straight-line basis, taking into account any amounts recovered from the lessor.

Applying the method that was introduced in 2012, the company’s management recorded in 2013 a receivable of €130K for operating lease expenses, with a related effect in the profit and loss account for the year of €97.5K. the total recei-vable of €550K relates to operating lease expenses for the period from 2009 to 2013 inclusive that, according to management, were too high for the useful life of the leased tank lorry equipment. to prevent a capital gain being realised in case of takeover of the leased tank lorry equipment upon termination of the lease, management wants to spread this gain over the years, as it believes that this method of accounting better reflects the true economic situation. this accounting method is not in accordance with the accounting principles for leasing, but in the opinion of management it provides a better insight into the results in line with Section 2:362.1 of the Netherlands Civil Code.

2.15. FINANCIAL INSTRUMENTSthe securities included under financial fixed assets and current assets, as well as derivatives with an underlying market quotation, are stated at their fair value. All other financial instruments on the balance sheet are stated at amortised cost.

Fair value is the amount at which an asset can be traded or a liability can be settled between knowledgeable parties willing to enter into an arm’s length transaction. If fair value cannot initially be measured in a reliable way, it is estimated by deducing it from the fair value of components of a similar financial instrument, or by applying valuation models and techniques. For this purpose use is made of recent similar arm’s length transactions, the discounted cash flow

59

method (present value of cash flows) and/or option valuation models, taking specific circumstances into account.

the valuation of derivatives depends on whether the underlying asset is quoted on a stock exchange. If the underlying asset does have a market quotation, the derivative is recorded at fair value. If the underlying asset is not quoted, the derivative is recorded at amortised cost. Catom does not apply hedge accounting.

2.15.1. Derivatives with an underlying market quotation where hedge accounting is not applied these derivatives are initially stated at cost and subsequently at fair value. Value changes are accounted for in the profit and loss account upon transfer to a third party or in case of impairment, for which a provision is formed. For derivatives with a negative market value the accounting principles for provisions apply.

3. PRiNCiPLES fOR ThE dETERMiNATiON Of RESULTS3.1. GENERALthe result for the year is determined as the difference between the realisable value of the goods and services delivered and the costs and other charges incurred during the year. Revenue from transactions is recognised in the year in which it is realised.

3.2. REVENUE RECOGNITION3.2.1. Sale of goodsRevenue from the sale of goods is recorded as soon as all important rights and risks pertai-ning to the ownership of the goods have been transferred to the buyer.

3.3. CURRENCY DIFFERENCESCurrency differences that occur upon settlement or translation of monetary items are ac-counted for in the profit and loss account in the period in which they occur, except if hedge accounting is applied.

3.4. NET TURNOVERNet turnover includes revenue from the delivery of goods and services, less discounts and turnover taxes, and after elimination of intercompany transactions.

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3.5. COST OF GOODS SOLDother operating expenses represent those expenses that are charged to the year and not directly attributable to the cost of the goods delivered.

3.6. OTHER OPERATING EXPENSESother operating expenses represent those expenses that are charged to the year and not directly attributable to the cost of the goods delivered.

3.7. AMORTISATION AND DEPRECIATIONIntangible fixed assets including goodwill are amortised and tangible fixed assets are de-preciated, all on a straight-line basis over the expected useful life of the asset, starting from the moment the asset is taken into use. Land and property investments are not depreciated.

If there is a change in the estimate of the useful life, future depreciation and/or amortisa-tion is revised accordingly.

Positive goodwill is amortised on a straight-line basis over the estimated useful life. Negative goodwill is credited to the profit and loss account insofar as expenses and los-ses occur, provided that these were considered when accounting for the acquisition and that these expenses and losses can be estimated in a reliable manner. If expected expen-ses and losses were not considered in connection with the acquisition, then the negative goodwill is released in proportion to the weighted average of the remaining useful life of the acquired amortisable assets. Insofar as the negative goodwill exceeds the fair value of the identifiable non-monetary assets, the excess is credited directly in the profit and loss ac-count. Capital gains and loss from one-off sales of tangible fixed assets are included under depreciation.

3.8. EMPLOYEE BENEFITS3.8.1. Periodic remunerationWages, salaries and social charges that the company owes under the terms and conditions of employment are accounted for in the profit and loss account as soon as they are paya-ble to employees.

3.8.2. Pensionsthe company accounts for all pension schemes according to the liability approach. the contributions due for the reporting year are recognised as an expense.

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3.9. AMOUNTS RELEASED FROM THE REVALUATION RESERVERealised increases in value of claims against insolvent companies that are included under financial fixed assets are released from the revaluation reserve and credited to the profit and loss account at the time of their realisation.

3.10. FINANCIAL INCOME AND EXPENSES3.10.1. Interest income and expenseInterest income and expense is recognised at it accrues, taking into account the effective interest rate of the relevant assets and liabilities.

3.10.2. Changes in value of financial instruments stated at fair value Changes in the value of derivatives are recorded directly in the profit and loss account.

3.11. SHARE IN THE RESULT OF NON-CONSOLIDATED COMPANIESthe results of non-consolidated participating interests are accounted for on the basis of net asset value.

3.12. TAXEStaxes on the result for the year are calculated over the result before taxes per the profit and loss account, taking into account any available tax losses from previous reporting years that are offsettable (insofar as not included under deferred tax receivables) as well as non-taxable profit elements and non-deductible expenses. the tax provision also takes into account adjustments that occur in deferred tax receivables and payables as a result of changes in the applicable tax rate.

Corporation taxes are cross-charged to the companies that constitute part of the tax entity as if these participating interests were individually liable to tax.

4. fiNANCiAL iNSTRUMENTS ANd RiSk MANAGEMENT4.1. MARKET RISK4.1.1. Currency riskthe currency risk for the Group relates in particular to positions and future transactions in US dollars. the company does not hedge these risks.

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4.1.2. Interest and cash flow riskthe Group incurs interest risk on interest-bearing receivables (in particular financial fixed assets and cash) and interest-bearing long-term and short-term payables (including loans from credit institutions).

As to receivables and payables that involve variable interest, the Group incurs risks related to future cash flows. With regard to receivables and payables involving fixed interest, it incurs risks on the fair value as a result of changes in market interest rates.

No financial derivatives are entered into to cover the interest risk of receivables. However, financial derivative contracts are entered into to cover the interest risk associated with loans from credit institutions.

4.2. CREDIT RISKthe Group does not have any significant concentration of credit risks. It sells only to custo-mers who meet the Group’s criteria as to creditworthiness.

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1. iNTANGiBLE fiXEd ASSETS

€Development

coststrademark

rights

operating rights and

client portfolio Goodwill total

BALANCE AS AT 1 JANUARY 2013

Purchase price or production cost 441,102 1,739,060 9,079,955 812,059 12,072,176

accumulated impairments and amortisation

-138,688 -780,178 -2,176,855 -433,890 -3,529,611

Book value 302,414 958,882 6,903,100 378,169 8,542,565

Movements

Investments 0 0 0 888,215 888,215

amortisation -44,109 -138,907 -503,017 -43,506 -729,539

Reduction in value 0 -222,993 0 0 -222,993

Net movements -44,109 -361,900 -503,017 844,709 -64,317

BALANCE AS AT 31 DECEMBER 2013

Purchase price or production cost 441,102 1,739,060 9,079,955 1,700,274 12,960,391

accumulated impairments and amortisation

-182,797 -1,142,078 -2,679,873 -477,396 -4,482,144

Book value 258,305 596,982 6,400,082 1,222,878 8,478,247

amortisation rates 10% 5 – 10% 5 - 8% 5 - 10%

the trademark rights relate to brands with a competitive strength that justifies amortisation of these assets over a period of more than 5 years. Assessment of their useful life is made on an individual basis, with a maximum of 20 years applying. this also applies for goodwill, which mainly relates to the acquisition of oK West and oK Noordoost. the principal goodwill ele-ments have an economic useful life of 20 years. the investment in 2013 relates to the purchase of petrol stations and will be amortised over a 10-year period. the operating rights and client portfolio constitute a large base of customers that are profitable for the group. this justifies amortisation of these assets over a period of 20 years. the impairment in 2013 relates to the larger than anticipated sale of trademark rights that were purchased for a petrol station. For the assumptions underlying the write-off, see the notes to tangible fixed assets.

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2. TANGiBLE fiXEd ASSETSthe movements in tangible fixed assets are as follows:

€Land and buildings

assets not used in the

businessDepot

installations Petrol stations

machinery and

equipmenttransport vehicles total

BALANCE AS AT 1 JANUARY 2013

Purchase price or production cost

1,318,720 1,066,712 587,382 13,323,986 5,376,567 1,371,017 23,044,384

Revaluation 1,586,929 1,018,952 688,170 0 0 0 3,294,051

accumulated impairments and depreciation

-890,929 -780,932 -479,283 -1,393,784 -3,828,376 -634,598 -8,007,902

Book value 2,014,720 1,304,732 796,269 11,930,202 1,548,191 736,419 18,330,533

Movements

Investments 62,896 0 11,911 5,697,338 250,198 172,378 6,194,721

Disposals 0 0 0 -514 -30,562 -151,761 -182,837

Depreciation -90,943 -19,233 -67,456 -1,009,935 -638,841 -97,965 -1,924,373

Impairment 0 0 0 -143,155 0 0 -143,155

Depreciation on disposals

0 0 0 0 21,897 117,234 139,131

Balance -28,047 -19,233 -55,545 4,543,734 -397,308 39,886 4,083,487


Purchase price or production cost

1,381,616 1,066,712 599,293 19,020,809 5,596,203 1,391,634 29,056,267

total revaluations 1,586,929 1,018,952 688,170 0 0 0 3,294,051

accumulated impairments and depreciation

-981,872 -800,165 -546,739 -2,546,874 -4,445,320 -615,329 -9,936,299

Book value 1,986,673 1,285,499 740,724 16,473,935 1,150,883 776,305 22,414,019

Depreciation rates 0 - 10% 0 - 5% 5-20% 10% 7 – 33% 7 - 33%

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Collateral has been provided for the loans from credit institutions in the form of a mortgage on the property of the motorway petrol stations up to an amount of €3,500,000. the investments in 2013 relate to the acquisition of petrol stations. In 2013 a third-party ap-praisal took place of the land and buildings as well as of the depot installations. Variations evidenced by this appraisal were already reflected in the related book values at year-end 2012. the book value of the revaluation at year-end 2013 amounts to €2,401,595 for land and buildings and €513,261 for depot installations. the disposals relate in part to tangible fixed assets that were fully depreciated on 31 December 2013. the impairment in 2013 relates to a petrol station whose actual turnover was less than expected. the total assets related to this station were written down to their value in use, starting with the intan-gible fixed assets. the realisable value is based on the cash flows over a 30-year period (pertaining to a petrol station that is fully owned and not subject to auction) and a discount rate of 7.7%. It is assumed for this purpose that the expected turnover will grow annually as from 2014 by 2%, based on actual growth in recent years and the end of the economic crisis appearing in sight. For purposes of determining realisable value it is furthermore assumed that the value of the land will grow annually by 2% (given the rise in the value of land, even in times of crisis). Since land is involved here, a 4% discount rate applied.

3. fiNANCiAL fiXEd ASSETS

€ 31-12-2013 31-12-2012

Exploitatiemaatschappij Bedrijfsgrond Niedorp V.o.F. 19,808 19,808

other receivables 18,900,747 14,182,663

18,920,555 14,202,471

OTHER RECEIVABLES

€ 31-12-2013 31-12-2012

Claim against insolvent company 18,613,260 13,865,145

other receivables 287,487 317,518

18,900,747 14,182,663

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CLAIM AGAINST INSOLVENT COMPANY

€ 31-12-2013 31-12-2012


Purchase value 11,001,900 51,000

Payment received -9,400,000 0

adjustment to fair value 3,146,215 2,221,928


No collateral has been issued by contract with regard to these receivables. No repayment schedule has been agreed, nor is interest being charged. the nominal value of the claim against an insolvent company amounts at year-end 2013 to €20 million. management expects to collect this amount in equal annual instalments until no later than 2015. the col-lectability of this claim continues to depend on the receipt of orders by one foreign govern-ment body and compliance with the conditions for partial deliveries under the export permit received. the claim relates to a company that is in a state of bankruptcy.

OTHER RECEIVABLES

€ 31-12-2013 31-12-2012

Balance as at 1 January 317,518 307,792

Loans issued 76,834 144,228

Repayment -106,865 -126,359

other receivables included under deferred tax liabilities 0 -8,143

Long-term portion as at 31 December 287,487 317,518

Repayment obligations have been agreed that relate to the agreed purchase commitments on the part of the customers during the agreed period. No interest is separately charged. the repayment amount due in 2014 will be approximately equal to that for the past year.

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4. STOCkSthe stocks consist of motor fuels, lubricants and shop articles. No provision for obsolescen-ce has been recorded on the stocks since, according to examination, this is not necessary considering their turnover ratio.

5. RECEiVABLESthe receivables are all due within one year. they consist of trade receivables, prepaid pen-sion premiums and other prepaid expenses. A provision for bad debts has been establis-hed amounting to €808,873 (2012: €566,874), which has been deducted from the trade receivables balance.

6. CAShthe cash balance as at 31 December 2013 is at the company’s free disposal.

7. GROUP EQUiTYthe group equity is explained in detail in the notes to the company balance sheet.

8. PROViSiONS

€ 31-12-2013 31-12-2012

Deferred tax liabilities 3,852,901 4,220,152

other provisions 64,595 70,144

3,917,496 4,290,296

the movements in provisions are as follows

€ taxes other total

Balance as at 1 January 2013 4,220,152 70,144 4,290,296

additions 740,630 0 740,630

Reversal 0 -3,911 -3,911

Release -1,107,881 -1,638 -1,109,519

Balance as at 31 December 2013 3,852,901 64,595 3,917,496

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8.1. DEFERRED TAX LIABILITIESA provision for deferred tax liabilities has been established for the tax effect of temporary differences between the book value of assets and liabilities for financial reporting purposes and tax purposes. the provision is based on the current corporation tax rate of 25%. A notional interest rate of 4% is applied.

the Group was able to utilise all of the reinvestment reserve through its purchase of petrol stations during the year.

8.2. OTHER PROVISIONS

€ 31-12-2013 31-12-2012

Site restoration 4,883 8,795

Long-service awards 59,712 61,349

total other provisions 64,595 70,144

– the provision for site restoration has been established in response to an examination. the company is required to clean up the environmental pollution that was noted. It is expected that this provision will be applied within one year.

– the provision for long-service awards has been established in connection with payments promised to employees for long service. the provision has been discounted by applying a rate of 4%. of this provision an amount of €54,513 has a term longer than one year.

9. LONG-TERM LiABiLiTiES

€

Balance as at31 December

2013

Repayment obligation

2014Remaining term

> 1 yearRemaining term

> 5 years

Subordinated loans from related parties 1 1,468,309 256,073 1,212,236

Subordinated loans from related parties 2 4,000,000 4,000,000

Loans from credit institutions 2,492,500 530,000 1,857,500 105,000

Derivatives 234,392 0 74,211 160,181

8,195,201 786,073 3,143,947 4,265,181

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Repayment obligations within 12 months after the end of the reporting year as detailed above are classified under current liabilities.

9.1. SUBORDINATED LOANS FROM RELATED PARTIES 1this debt has been subordinated to the loan payable to ABN AmRo Bank N.V. Interest and repayments are paid in monthly annuity-based instalments of €30,959 each. Interest is charged at 8.5% per annum. No collateral has been provided for the loan from the first related party.

9.2. SUBORDINATED LOANS FROM RELATED PARTIES 2the subordinated loans have been issued by related parties. Interest is charged at 5% per annum. the loan has been subordinated to the debts payable on demand that other lenders, including banks and financial institutions, have with the company.

9.3. LOANS FROM CREDIT INSTITUTIONSthe loans from credit institutions represent two loans issued by ABN AmRo Bank N.V. these loans were taken over in 2012 in connection with the investment in petrol stations. the conditions of the loans remained unchanged and are as follows:

Interest on the first rollover agreement is variable, being 3-month Euribor plus a surcharge. the interest risk is hedged by means of a swap agreement. Repayment instalments amount to €87,500 per quarter. the two ground leases, which were concluded with Rijkswaterstaat (the Directorate-General for Public Works and Water management) for the operation of motorway petrol stations, have been pledged as collateral. A mortgage has been established on the property of the two motorway petrol stations, amounting to €3,500,000. In addition, Catom B.V. has issued a guarantee for all debts.

Interest on the second rollover agreement is variable, being 3-months Euribor plus a surcharge. the interest risk is hedged by means of a swap agreement. Repayment instal-ments amount to €45,000 per quarter.

9.4. DERIVATIVESthese represent two interest swaps that relate to the loans from credit institutions. the book value of these swaps is equal to their value at year-end. Based on advice by the credit institution, the amount has been recognised as a medium-term liability (classified under long-term). the advice is based on calculations of the mid-market price as at 31 December 2013, making use of close-of-business market data.

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10. CURRENT LiABiLiTiESAll current liabilities are due and payable within one year. the fair value of these liabilities approximates their book value because of their short-term nature.

11. RiGhTS ANd OBLiGATiONS NOT REfLECTEd iN ThE BALANCE ShEET11.1. GARANTEESthe company has issued a guarantee for the payment of excise duties amounting to €500,000. With regard to the amount of the guarantee, the company is involved in a legal case. the district court has ruled that the guarantee amount must be raised to €1,000,000, but the company has lodged an appeal against this. management is confident that the dis-pute will ultimately be settled in a manner that is acceptable to the company. In addition, a guarantee amounting to €38,653 has been issued in connection with rental commitments.

11.2. OPERATING LEASESobligations pursuant to operating leases at year-end 2012 are detailed as follows:

€

Within one year 1,162,101

Between one year and five years 1,816,038

more than five years 15,590

the following amount was charged to the profit and loss account during the year:

€

minimum lease payments 1,370,172

11.3. LIABILITY APPLYING TO A TAX ENTITYthe company constitutes a tax entity with its subsidiaries for corporation tax and value-added tax purposes. Based on the standard conditions for tax entities, the company and its subsidiaries are all jointly and severally liable for the taxes payable by the combination.

11.4. CREDIT FACILITIESthe company has a credit facility together with group companies in connection with a factoring agreement. Each group company is jointly and severally liable for this facility. the financing ceiling for the entire facility amounts to €25,000,000. Collateral has been

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provided with regard to this credit facility in the form of a pledge of receivables with a payment term of no more than 90 days.

11.5. RENTAL COMMITMENTSCompanies belonging to the group have entered into long-term financial obligations for the rental of industrial facilities (€344,371 per year). these rental commitments vary in their duration but with a maximum of six years.

12. NET TURNOVERNet turnover grew in 2013 by 1.7% compared to the prior year. It is split by category as follows:

€ 2013 2012

motor and other fuels 821,214,411 809,175,512

Lubricants 16,403,489 15,859,091

Shop sales 5,054,201 5,294,246

other turnover 3,899,835 1,839,220

846,571,936 832,168,069

the net turnover was realised almost entirely within the Netherlands. Foreign turnover amounted to €68K.

13. PERSONNELthe average number of employees of the company in the Netherlands in 2013 was 135 (2012: 144). these are divided as follows:

2013 2012

management and staff 6 7

Logistics 57 59

Sales 72 78

135 144

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14. COMPENSATiON Of diRECTORSthe compensation to current and former directors (including pension premiums) for 2013 amounted to €603,366 (2012: €603,366).

15. AMORTiSATiON ANd dEPRECiATiON

€ 2013 2012

amortisation of intangible and depreciation of tangible fixed assets according to the asset schedule

3,020,061 1,963,131

Result from sale of assets -23,202 -14,164

amortisation of intangible and depreciation of tangible fixed assets according to the profit and loss account

2,996,859 1,948,967

16. OThER OPERATiNG EXPENSES

€ 2013 2012

Rental of properties 475,785 899,091

transport by third parties 1,325,259 1,288,650

Fuel expenses 1,072,589 1,226,549

Lease expenses 1,246,862 1,018,748

other operating expenses 4,350,006 4,492,739

8,470,501 8,925,777

17. AMOUNTS RELEASEd fROM REVALUATiON RESERVEBased on payments received, the following amounts were released from the various reserves:

€ 2013 2012

From revaluation reserve 2,631,356 0

From deferred tax liability 784,903 0

total amount released to profit and loss account 3,416,259 0

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18. ACCOUNTANT’S fEESthe following accountant’s fees were charged to expense in 2013 and 2012:

€ 2013 2012

audit of the annual accounts 168,000 257,982

other audit work 1,300 3,000

169,300 260,982

the above fees relate to activities that have been carried out at Catom B.V. and the compa-nies that are included in the consolidation by independent accounting firms and indepen-dent external auditors as defined in Section 1(1) of the Audit Firms (Supervision) Act. they constitute the fees charged by the entire network to which the independent accounting firm belongs.

19. RESULT Of PARTiCiPATiNG iNTERESTSthe company’s share in the results of its participating interest is as follows:

€ 2013 2012

Result of Exploitatiemaatschappij Bedrijfsgrond Niedorp V.o.F. 3,900 3,900

3,900 3,900

20. BREAkdOWN Of ThE TOTAL RESULT Of ThE GROUPthe total result of the Group is broken down as follows:

€ 2013 2012

Consolidated net result after tax 2,631,348 2,113,436

Revaluation of tangible fixed assets 0 -180,000

Realisation of revaluations of financial fixed assets -2,631,356 0

Changes in value of financial fixed assets included in shareholders’ equity

2,468,437 1,745,882

adjustment of present value of deferred tax liability on revaluation

-62,852 0

total direct movements in shareholders’ equity of the Group

-225,771 1,565,882

total result of the Group 2,405,577 3,679,318

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21. TAXES ON RESULT fROM ORdiNARY OPERATiONS

€ 2013 2012

Group result from ordinary operations 3,682,170 2,397,704

taxes on result from ordinary operations 1,037,659 288,172

tax adjustment related to prior years 17,063 0

1,054,722 288,172

Effective tax rate 28,6% 12,0%

Statutory tax rate 25,0% 25,0%

the effective tax rate differs from the statutory rate in particular due to the non-deductible write-down of one petrol station. In 2012 a major part of the reinvestment reserve was used. this led to the effective tax rate being lower in 2012.

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COMPANY ANNUAL ACCOUNTSBALANCE ShEET AS AT 31 dECEMBER 2013(after proposed appropriation of profits)


ASSETS

FIXED ASSETS

Intangible fixed assets (23)

operating rights and client portfolio 5,615,466 5,998,483

Financial fixed assets (24)

Participating interests in group companies 21,847,137 17,896,306

CURRENT ASSETS

Receivables

amounts due from group companies (25) 3,310,261 2,274,928

Deferred tax receivable 3,331 7,046

3,313,592 2,281,974

30,776,195 26,176,763

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ShAREhOLdERS’ EQUiTY ANd LiABiLiTiES

Shareholders’ equity (26)

ordinary share capital (27) 47,579 47,556

Priority share capital (27) 450 454

Revaluation reserves (28) 6,517,186 6,982,945

Legal reserves and as provided for by the articles of association (29)

258,305 302,414

other reserves (30) 7,810,812 10,895,386

14,634,332 18,228,755

Long-term liabilities

Subordinated loans (31) 4,000,000 0

Provisions (32)

other provisions 1,681,519 557,965

Current liabilities

amounts due to group companies 7,169,521 6,240,039

taxes and social insurance contributions payable 1,280,594 841,494

accrued expenses (33) 2,010,229 308,510

10,460,344 7,390,043

30,776,195 26,176,763

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PROfiT ANd LOSS ACCOUNT fOR ThE YEAR 2013

€ 2013 2012

Company result after tax -421,702 -388,895

Result of participating interests after tax 3,053,050 2,502,327

Result after tax 2,631,348 2,113,432

NOTES TO ThE BALANCE ShEET ANd PROfiT ANd LOSS ACCOUNT22. GENERALthe company’s annual accounts have been prepared in accordance with the legal provisi-ons set out in title 9, Book 2 of the Netherlands Civil Code and the explicit statements in the Dutch Accounting Standards (RJs) issued by the Dutch Accounting Standards Board.the valuation principles and the principles for the determination of results in the company annual accounts are identical to those in the consolidated annual accounts. Participating interests in group companies are stated at net asset value, in accordance with section 2.6 of the consolidated annual accounts.

Regarding the principles for the valuation of assets and liabilities and for the determination of results, reference is made to the notes to the consolidated balance sheet and profit and loss account that are included on pages 40 to 55 inclusive.

23. INTANGIBLE FIXED ASSETSthe movements in intangible fixed assets are summarised below:

€ operating rights and client portfolio

BALANCE AS AT 1 JANUARI 2013

Purchase price or production cost 7,579,955

accumulated impairments and amortisation -1,581,472

Book values 5,998,483

MOVEMENTS

amortisation of intangible fixed assets -383,017

Net movement -383,017

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Purchase price or production cost 7,579,955

accumulated impairments and amortisation -1,964,489

Book values 5,615,466

amortisation rate 5%

the operating rights and the client portfolio represent a large client base. this justifies amortising these over a period of 20 years. An assessment of useful life is made per indivi-dual element, with a maximum of 20 years applying. For further explanation, see the notes to the consolidated financial statements.

24. FINANCIAL FIXED ASSETSthe movements in financial fixed assets are detailed as follows:

€ Deelnemingen in groepsmaatschappijen

Balance as at 1 January 2013 17,896,306

Result of participating interests 3,053,050

Direct movement in revaluation of subsidiary -225,771

Reclassification of negative shareholders’ equity of participating interests to provisions 1,123,552

Balance as at 31 December 2013 21,847,137

25. RECEIVABLESthe receivables are all collectable within one year. No interest is charged on amounts due from group companies.

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26. SHAREHOLDERS’ EQUITY

€ Issued capitalRevaluation

reserves Legal reserves other reserves total

Balance as at 1 January 2013 48,010 6,982,945 302,414 10,895,386 18,228,755

Movements

Result for the year 0 0 0 2,631,348 2,631,348

Dividend issued -6,000,000 -6,000,000

Reclassification 0 0 -44,109 44,109 0

addition to revaluation reserve 0 2,468,437 0 0 2,468,437

Realisation of revaluation of finan-cial fixed assets

0 -2,631,356 0 0 -2,631,356

adjustment of present value of deferral

0 -62,852 0 0 -62,852

Realisation of revaluation of tangible fixed assets

0 -239,988 0 239,988 0

Correction of share capital 19 0 0 -19 0

Balance as at 31 December 2013 48,029 6,517,186 258,305 7,810,812 14,634,332

the liability capital consists of the shareholders’ equity (group equity) plus the subordinated loans that are classified under long-term liabilities. the liability capital as at 31 December 2013 amounts to €19,846,568 (31 December 2012: €19,785,645).

23. SHARE CAPITALthe authorised capital amounts to €227,450. the following shares belonging to the autho-rized capital have been issued and paid up:

€ 31-12-2013 31-12-2012

1,048 ordinary shares with a nominal value of €45.40 each 47,579 47,556

1,000 priority shares with a nominal value of €0.45 each 450 454

48,029 48,010

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Rights of priority shares:

— Issuance of shares after incorporation can only take place pursuant to a resolution by the meeting of priority shareholders. A resolution to issue shares can only be adopted in a meeting at which all holders of priority shares are present or represented, by a majority of three-fourth of the votes cast.

— When priority shares are issued, the holders of previously issued priority shares will, unless otherwise provided for by law, have preferential rights in proportion to their owner-ship of priority shares and subject to conditions that are to be established by the meeting of priority shareholders. Preferential rights are not transferable.

— the company may only acquire fully paid-up shares in its own capital if authorisation for such acquisition has been granted by the meeting of priority shareholders and all other requirements under the articles of association have been met.

— Any transfer of shares, whether priority shares or ordinary shares, can only take place after these shares have first been offered to the holders of priority shares.

— If the joint holders of priority shares wish to acquire more shares than are available for them, the shares offered will be divided among them insofar as possible in proportion to the total number of shares that each candidate already owns.

— the number of executive and supervisory directors is determined by the meeting of priority shareholders. the executive and supervisory directors are appointed by the ge-neral meeting of shareholders from a binding list of candidates prepared by the meeting of priority shareholders that contains the names of minimally two persons for each vacant position.

— In case of absence or inability to act on the part of one or more directors, the meeting of priority shareholders has the right to appoint a person as referred to in the previous sentence, who is then temporarily charged with co-management.

— the salaries of the directors are established by the meeting of priority shareholders.

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— the meeting of priority shareholders is authorised to subject to its approval, by means of a resolution to that effect, clearly described decisions by the Executive Board or by an individual director.

— Resolutions to enter into a merger as per Section 2:209 of the Netherlands Civil Code, to amend the articles of association or to dissolve the company may only be taken by the general meeting of shareholders pursuant to a motion by the meeting of priority shareholders.

— the rights that priority shareholders have under the articles of association cannot be changed through an amendment of the articles of association unless the motion to that ef-fect has been submitted by the meeting of priority shareholders.

28. REVALUATION RESERVES

€ 2013 2012


addition 2,468,437 1,533,774

Realisation of revaluation of financial fixed assets -2,631,356 0

adjustment of present value of deferral -62,852 0

Realisation of revaluation of tangible fixed assets -239,988 -66,368


the revaluation as at 1 January 2013 relates to the land, buildings, machinery and equip-ment of oliecentrale Nederland B.V., as well as the claims of Catom Logistics B.V. related to an insolvent company. the addition relates to the insolvency claims held by Catom Logistics B.V.

In 2013 the land and buildings, as well as depot installations, were appraised by an external expert. the differences noted are reflected in the book value as at 31 December 2012.

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29. LEGAL RESERVES AND AS PROVIDED BY THE ARTICLES OF ASSOCIATION

€ 2013 2012

Balance as at 1 January 302,414 286,526

addition 0 49,998

Withdrawal -44,109 -34,110

Balance as at 31 December 258,305 302,414

A legal, non-distributable reserve has been established in accordance with legal provisions with respect to the capitalisation of research and development costs incurred by ShopPoint B.V.

30. OTHER RESERVES

€ 2013 2012


Proposed appropriation of profits 2,631,348 2,113,432

movement in legal reserve 44,109 -15,888

Dividend available for distribution -6,000,000 -500,000

Realised revaluation reserve 239,988 66,368

Correction of share capital -19 0


31. LONG-TERM LIABILITIES

€Balance as at31 December

2013

Repayment obligation in

2014

Remaining term>1 year

Remaining term> 5 years

Subordinated loan 4,000,000 0 0 4,000,000

4,000,000 0 4,000,000

the subordinated loan has been issued by related parties. Interest is charged at 5% per an-num. the loan has been subordinated to the debts payable on demand that other lenders, including banks and financial institutions, have with the company.

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32. PROVISIONS

€ 31-12-2013 31-12-2012

Provision for participating interests 1,681,519 557,965

A provision has been established for the participating interests in ShopPoint B.V. and FuelPlaza B.V. in view of their negative shareholders’ equities at the end of the reporting year. At year-end 2012 this only related to ShopPoint B.V.

33. CURRENT LIABILITIESthe current liabilities are all payable within one year. they consist of amounts due to group companies, tax liabilities and accrued expenses. No interest is charged on amounts due to group companies.

Accrued expenses consist of:

€ 31-12-2013 31-12-2012

Dividend payable 2,000,0000 308,511

other expenses payable 10,229 0

2,010,229 308,511

34. ASSETS AND LIABILITIES NOT REFLECTED IN THE BALANCE SHEET34.1. Liability applying to a tax entitythe company heads up a tax entity for corporation tax and value added tax purposes. Based on the standard conditions for tax entities, the company and its subsidiaries are jointly and severally liable for the taxes payable by the combination.

34.2. Credit facilitythe company has a credit facility together with other group companies in connection with its fac-toring agreement. Each group company is jointly and severally liable for this facility. the financing ceiling for the entire facility amounts to €25,000,000. Collateral has been provided with regard to this credit facility in the form of a pledge of receivables with a payment term of no more than 90 days.

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34.3. Guarantees for subsidiariesCatom B.V. has issued a guarantee for the debts of its subsidiaries FuelPlaza B.V., oliecentrale Nederland B.V., ShopPoint B.V. and Benzine Exploitatie Centrum ’t Gooi B.V. this guarantee applies for a period of minimally 12 months after the date of these annual accounts.

35. SIGNATURES TO THE ANNUAL ACCOUNTS

Rotterdam, 27 June 2014

on behalf of Grow or Go B.V. on behalf of Clear View B.V.H.P. de Leeuw den Bouter J.W.F. Westerhuis

86

6

–CAtom BV

Other information

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PROViSiONS iN ThE ARTiCLES Of ASSOCiATiON fOR APPROPRiATiON Of PROfiTSBased on Article 16 of the articles of associa-tion, the profit of the company is at the dispo-sal of the General meeting of Shareholders. the meeting can appropriate all or part of the profit for the purpose of forming one or more general or special reserves.

PROPOSAL fOR PROfiT APPROPRiATiON

the Executive Board proposes to add the profit for the year 2013, amounting to €2,631,348, to the other reserves. In

anticipation of its adoption by the General meeting of Shareholders, this proposal is reflected in the financial statements.

EVENTS AfTER ThE BALANCE ShEET dATE

In the first half of 2014, thus after the balance sheet date, Catom had a number of small acquisitions. oliecentrale acquired a small oil trader via an asset-liability transaction, and FuelPlaza acquired a petrol station that will be added to the network.

other than the matters mentioned above, no material events have taken place between the balance sheet date and the time of signing of the financial statements for 2013 that would need to be reflected or disclosed in the annual accounts.

88

7

–CAtom BV

independent auditor’s report

89

TO ThE GENERAL MEETiNG Of CATOM BV B.V.

SCOPE Of ThE AUdiTWe have audited the annual accounts for the year 2013 of Catom B.V., which has its registered office in Breda in the Netherlands. these annual accounts consist of the consoli-dated and company balance sheet as at 31 December 2013 and the consolidated and company profit and loss account for the year then ended, together with the related notes, including an overview of the accounting principles applied for financial reporting and other disclosures.

RESPONSiBiLiTY Of MANAGEMENTthe management of the company is responsi-ble for the preparation of the annual accounts, ensuring that these fairly present the balance sheet position and the results for the period, as well as for the preparation of the report of the executive board, both in accordance with title 9, Book 2 of the Netherlands Civil Code. the management is also responsible for im-plementation and maintenance of such system of internal control as it deems necessary to ensure that the annual accounts are free from material misstatement due to fraud or errors.

RESPONSiBiLiTY Of ThE AUdiTORour responsibility is to issue an opinion on the annual accounts on the basis of our audit. We

90

have conducted our audit in accordance with Dutch law, including Dutch audit standards. this requires that we adhere to the professio-nal code of conduct applying for us and that we plan and conduct our audit in such a way that reasonable assurance is obtained that the annual accounts are free from material misstatement.

An audit includes the performance of activities to obtain audit information about the amounts and disclosures in the annual accounts. the choice of activities to be performed is depen-dent on the professional judgement of the auditor. these include evaluation of the risk that the annual accounts contain material mis-statements resulting from fraud or errors.

For purposes of this risk assessment the audi-tor considers the internal control system that is

relevant for the preparation and fair presen-tation of the balance sheet and the profit and loss account, in order to make a well-conside-red choice of the audit activities that under the circumstances are adequate. this risk assess-ment is not, however, intended to express an opinion about the effectiveness of the internal control system of the company. An audit also includes assessment of the accounting princi-ples used and the reasonableness of estimates made by the company’s management, as well as evaluation of the overall presentation of the annual accounts.

We believe that the audit evidence that we have obtained is adequate and appropriate to provide a basis for our opinion.

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SUBSTANTiATiON Of QUALifiEd OPiNiONSince 2012, other receivables as reflected in the balance sheet includes capitalised opera-ting lease expenses. this is a departure from title 9, Book 2 of the Netherlands Civil Code. this reflects a decision by the management of the company to capitalise the difference between the residual value as included in the operating lease instalments and the higher residual value as estimated by management on the basis of market value. this is reason for us to qualify our opinion. Compared to charging these operating lease expenses to the profit and loss account and establishing a provision, the result after tax for the year 2013 is over-stated by EUR 97,500 (2012: EUR 315,000). other assets are overstated by EUR 550,000 (2012: EUR 420,000) and shareholders’ equity by EUR 412,500 (2012: 315,000).

QUALifiEd OPiNiONIn our opinion, the annual accounts, except for the consequences of the matter described in the above paragraph “Substantiation of qualified opinion”, adequately present the financial position of Catom B.V. as at 31 December 2013 and the result for the year then ended, in accordance with title 9, Book 2 of the Netherlands Civil Code.

REPORT ON OThER LEGAL ANd REGULATORY REQUiREMENTSIn accordance with the legal requirements under Section 2.393 sub 5 at e and f of the Netherlands Civil Code, we have no deficien-cies to report as a result of our examination whether the executive board report, insofar as we can assess, has been prepared in ac-cordance with title 9, Book 2 of this Code, and whether the information as required

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under Section 2:392 sub 1 at b-h of this Code has been included. We also report that the executive board report, insofar as we can assess, is consistent with the annual accounts, as required by Section 2:391 sub 4 of the Netherlands Civil Code.

Rotterdam, 27 June 2014PricewaterhouseCoopers Accountants N.V.

original of this report signed by E.m.W.H. van der Vleuten (drs.) RA

DesignVan Eck ontwerpers, Amsterdamolga mishynaAmie Chanelle NormanPhotosteo Krijgsman,AmsterdamPrintingDrukkerij tesink, Zutphen

CATOM BV Verlengde Poolseweg 32 4818 CL Bredathe Netherlandst: +31 (0) 76 - 5232811F: +31 (0) 76 - [email protected] www.catompdm.nl

the oK brand traditionally holds a strong position as supplier of oils and lubricants in the farming market. the company’s own selling and distribution centre in Staphorst and its distribution activity via oliecentrale Nederland and farming cooperatives and wholesalers ensures the availability of oK products on a countrywide basis.

catom - annual report 2013

Documents

catom bv annual report

ok brandacquisition

consolidated balance

consolidated annual

company annual accounts

business awardacquisition

business marketcatom

consolidated profit