catom - annual report 2014

Catom BV ANNUAL REPORT 2014

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

New look and feel for OK stations. Acquisition of 3 petrol stations of Kuwait Petroleum.All trucks taken under company management

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 2014Catom BV

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CONTENTCompany Profile 4Mission & Vision 8Strategy 12Annual Report 22Annual Report of the Executive Board 23Annual accounts 46Consolidated balance sheet as at 31 December 2014 48Consolidated profit and loss account for 2014 50Consolidated cash flow statement for 2014 52Notes to the consolidated balance sheet and profit and loss account 54Company annual accounts 80Balance sheet as at 31 December 2014 80Profit and loss account for 2014 82Notes to the balance sheet and profit and loss account 82Other information 90Provisions in the articles of association for appropriation of profits 91Proposal for profit appropriation 91Events after the balance sheet date 91Independent auditor’s report 92

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1–CAtom BV

Company Profile

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Catom BV is a fastgrowing 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 stations, 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 acquisitions. In 2014, its turnover amoun-ted to € 877 million, an increase of 3.6 % versus 2013 (€ 847 million).

the company has its headquarters in Breda and regional sales offices in Staphorst and Arnhem. It has a staff of 151 employees.

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turnover (x € million) EBItDA (x € 1,000)

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– TURNOVER Catom BV

– EBiTdA Catom BV

– NET PROfiT Catom BV

– PERsONNEL Catom BV

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2

–CAtom BV

Mission & Vision

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

VisiONCatom believes in the power of customer orientation. Its own organization 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 recognizable in every sales activity. Catom thereby distinguishes itself from the traditional providers.

Catom BV wishes to acquire market leadership in the segments where it operates. It aims to achieve this ambition through a combination of organic growth and acquisitions. 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 expansion will continue to focus mainly on the Dutch market.

Catom has proven that it is able to manage explosive growth. to manage further expansion in a professional way, Catom invests in its management and its personnel and information systems. Its organization is compact and goal-oriented, with a strong focus on cost control. Employees are stimulated to take responsibility and to take hold of opportunities for personal development and growth.

the core values of Catom BV and its employees are dedication, ambition, flexibility, innovation and ownership. the organization is eager to learn and has

the ambition to improve each year, in terms of both performance to the customer and of company results. the safety of people and the environment is a first priority in all activities.

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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MANAgEMENTJAN 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 different 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. mr 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 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 approximately 47.5% of the shares of Catom BV.

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3

–CAtom BV

strategy

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sTRATEgy Catom’s strategy is to buy and build: organic growth combined with growth through acquisitions. 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 are looking for possibilities to dispose of their downstream activities (marketing, distribution and sale). Introduction of downstream activities on the stock exchange or their 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

customers 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.

this restructuring of the downstream market is expected to occur also in the Netherlands. Catom thus sees many opportunities in the coming years for growth through additional 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.

WhOLEsALE Growth 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

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customers. through the growth in the past, wholesale activities have reached a size where acquisitions are a realistic option for further growth. A crucial aspect with acquisitions is maintaining the high and unique service and quality level that is needed to bind customers of the acquired party on a long-term basis.

the possibilities to enlarge the existing storage capacity through purchase of depots are also being examined. Storage capacity and maintenance of own stock levels provide strategic independence and greater flexibility and thus better service to the customer.

REsELLiNg the market for reselling is entirely a displacement market. the logical consequence is that growth in this sector can mainly be achieved through acquisitions. the reselling market consists of many small companies. the challenge is to find interesting players who are prepared to sell their business. the ambition for Catom is to keep expanding its current market position in the coming years. this now represents a market share of about 20%, based on 15,000 customers and 375 million liters of fuels and 5 million liters of lubricants.

Wholesale RetailReselling

FuelPlaza BV ShopPoint BV Dutchoil BVCatom Distribution BVOliecentrale Nederland BV

BV

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RETAiL the growth strategy for the company’s retail activities is likewise focused on acquisition. Following the successful launch of the ShopPoint retail formula, the organization is ready for further rollout of this concept. Particularly in this division, the developments 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.

fiNANCiNg the 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 Financieele 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 of the turnover of Catom BV is generated by wholesale activities in petrol, 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 prices are determined each day on the basis of market developments and then communicated to 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 reselling 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 realize sharp prices for roughly one hundred 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 players) 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

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

REsELLiNg Reselling is the sale of fuels and lubricants to large-, middle- and small-volume users in the business-to-business market. With a market 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 lubricants in the Netherlands. It has a professional and customer-oriented organization that provides round-the-clock service.

Catom is also active in the reselling market under the oK brand. this brand has traditionally held 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. In the reselling segment, oliecentrale and oK distinguish themselves through their high

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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service level. they have a knowledgeable sales staff that advise customers about complex issues in the fields of lubrication schedules, maintenance and product properties. For the transport of fuels in the reselling market, Catom owns over fifty lorries. About forty lorries operate under the Shell colours, while ten 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).

RETAiL Ok PETROL sTATiONs the company owns and operates 49 petrol stations. through acquisition of three petrol stations and building locations for new stations, Catom has again reinforced its position in Retail. Catom intends to further expand its position in this market. In 2006, Catom launched oK once again as a brand name for petrol stations.

CATOMthe name of the company was inspired by the theory of atomization, the process of dividing a substance into very fine particles.

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

Specialized 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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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 stations was also stimulated heavily by the ShopPoint formula at these stations. So far, two locations have been designated as “best petrol station of the year”.

Currently, oK still belongs to the smaller players in the market for petrol stations. Catom wishes to substantially grow its position in this market.

shOPPOiNT Especially this retail activity has grown considerably in 2014. ShopPoint now has 20 outlets. this number will further increase in 2015.

Now the first petrol station with car wash has been rebranded to ShopPoint. the car wash has a high performance level and distinctive ShopPoint identity.

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4

–CAtom BV

Annual report

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gENERAL iNfORMATiONCatom B.V. (formerly known as Catom Enterprises B.V.) and its group companies have again achieved a positive result in 2014. Ever since its establishment in 1998, the company has experienced uninterrupted turnover and profit growth, despite the challenging economic circumstances of recent years.

milestones during the past year included the further expansion of the oK petrol station net-work (including the development of a totally new house style), the acquisition of a small oil trader in the northern part of the country, and the smooth operation for delivery to RWE of the final portion of 70 million litres of diesel oil for the start of a new power plant in Eemshaven at Delfzijl.

the international oil market continued to be volatile, involving a significant price drop in the latter part of the year. Catom’s business model proved robust enough to cope with this altered market situation. Sales volumes with existing customers remained steady. Consumers and customers kept a sharp focus in 2014 on the prices of commodities such as petrol and diesel. Reselling margins nonetheless recovered slightly following 2013, when they were under heavy pressure as a result of the discontinuation of red diesel.

Catom does not experience any significant problems related to the so-called border is-sue. It hardly has petrol stations in regions close to the Dutch border, where many customers choose to fill up at cheaper petrol stations in Belgium and Germany. Such potential problems were also limited

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when it comes to the petrol stations newly acquired in 2013, as this issue was already considered at the time.

Further work took place in 2014 to improve efficiency. With Catom taking a considerable number of petrol stations under own operation, the number of employees saw an increase. the number of FtEs grew on balance in 2014 from 135 to 151.

Catom’s strategy is focused on further growth, both organic and through acquisiti-ons. Catom seeks to acquire market leader-ship in all sectors that it engages in.

Catom B.V. has its registered office in Breda. Its principal place of business is at Verlengde Poolseweg 32 in Breda. All group companies are wholly owned by

Catom. No changes took place in owner-ship levels during the past year. Catom B.V. and its group companies operate mainly in the Dutch market. Nearly 100% of turnover is realised in the Netherlands.

TURNOVER ANd REsULTsturnover grew in 2014 by 3.6% to €877 million. In terms of volume there was an increase in motor fuels of 4.74%, partly due to the delivery of the second phase of the non-recurring order of 70 million litres. the acquisition of 33 petrol stations in mid-December 2013 also led to additional volumes in 2014. the volume of lubricants sold remained practically stable. Gross margin grew by 18.3%.

the turnover and gross profit increase led to an EBItDA of €8,764,449 and a group

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result before tax of €4,147,272. total as-sets dropped to €101 million. the solvency rate came to 13.4% (2013: 11.3%). the liquidity rate amounted to 77% (2013: 77%). the company’s liquidity level is safeguarded in part by the overdraft facility.

the financial figures relate to the financial year 2014, which is identical to the calendar year.

iNVEsTMENTsInvestments in tangible fixed assets in 2014 amounted to €4,382,204. of this amount, €3,7 million related to the acquisition and improvement of petrol stations. Investments also took place in vehicles through the buy-out of all unexpired lease contracts for the truck fleet and obtaining title to the trucks.

In 2015 the company intends to invest in acquisitions and, where appropriate, in vehicles and machinery. It is expected that these investments can be realised with the currently available funding.

fiNANCiNgthe investments in 2014 were all financed with internal funds. the total credit facility amounts as from 1 April 2014 to €35 million (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 by 4.74% during the year.

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WhOleSAleWholesale – centred in Catom Distribution B.V., under the trade name Catom PDm – takes place in a dynamic market with considerable price volatility. Prices in the international market fluctuate significantly each day, increasingly even during the course of a day. Catom participates in this trend by adjusting its prices at various times during the day. the buying behaviour of customers is heavily price-driven. the change in price strategy has enabled the company to maintain its gross margin levels in this volatile market. the economic crisis has not affected the results in this segment.

the volume in wholesale, which is Catom’s largest segment, remained constant. on the one hand, new customers continued to be found and, on the other, Catom must continue to critically examine the

creditworthiness of its customers, which sometimes during the year pushed sales volumes down.

Catom is one of the five largest players in the Dutch wholesale market and sees opportunities for further grown in this segment. It is expected that the major oil companies will in due course leave this market in order to focus their efforts more on upstream activities.

ReSellIngIn the reselling division – the resale of fuels and lubricants by FuelPlaza B.V. and oliecentrale Nederland B.V. – the volume of motor fuels grew by 20.6%, while the volume of lubricants remained practically unchanged. In a declining reselling market, Catom succeeded in enhancing its market leadership position. the large project in the northern

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part of the country, involving the stocking of some 70 million litres for the new RWE power plant, required much effort in the first half of 2014. the safe and errorless execution of this major project again proves that Catom and its subsidiaries are among the top downstream players.

this provides Catom with an excellent starting position in this market, which shows a growing concentration trend.

RetAIlRetail experienced a significant develop-ment in 2014. the growth in the number of petrol stations continued, through the acquisition of three stations from Kuwait Petroleum Nederland with a combined annual turnover of nearly €18 million, plus the purchase of three building locations for new petrol stations.

During 2014 a new ‘look and feel’ was developed for both the forecourt (operated under the oK brand) and the shop (with the ShopPoint brand), followed by implementation at a number of the petrol stations. In addition, a large number of the petrol stations acquired in late 2013 are now fully operated by the company. During the year, the number of locations that operate under the ShopPoint brand grew from eight to 20, and an internal organisation was successfully built to enable this steadily growing retail ope-ration to be handled from the company’s headquarters.

Retail volume grew on balance by 152.4%, in particular as a result of the integration of the petrol stations acquired in 2013 and 2014.

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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 contribute considerably to the overall receivables balance. A stringent debtor policy is inten-ded to mitigate this risk as much as possible.

In addition, there is the risk of uncollectibi-lity of the receivables included under finan-cial fixed assets. As with bad debts, the starting point for estimating this risk is the level of future cash flows. the collectability of the receivable and the pace of collection depend on the cash flow situation and the underlying order portfolio of a single debtor. Similar to 2014, amounts related to these receivables have been received in 2015.

PERsONNEL ANd ORgANisATiONthe average number of employees rose during the year from 135 to 151. this increase was especially the result of the company taking over the operation of petrol stations that was previously hand-led by dealers. turnover per employee in the retail segment is much lower compared to the other activities. As a result, average turnover per employee dropped in 2014 by 7.4%.

All personnel members are employed by the Dutch companies. Catom B.V. has no employees in other countries.

It is expected that, with organic growth, the workforce can again decrease lightly as a result of efficiency measures and investments in new technologies.

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Any drop in the number of employees can be fully achieved through natural attrition. However, it is quite plausible that such potential drop would be more than offset by a further increase of the number of petrol stations that is run by the company itself.

the split of personnel by activity is as follows:6 management and staff92 in sales53 in logistics

the percentage of women in the overall workforce grew from 37% to 39%.

In light of the limited number of executive directors, the company has not yet develo-ped a policy to achieve a proportional split of men and women in the Executive Board.

the Executive Board of Catom highly values the dedication and commitment of its staffin realising the company’s ambition to improve each year, both in terms of perfor-mance to customers and in operating result.

AUTOMATiON ANd TRAiNiNg Again in 2014, investments were made in the training and education of personnel, all according to plan.

the focus was on technical and commercial training. Permanent attention is also direc-ted at the training of employees who are responsible for the audits that are conducted in the field of safety and the environment, both internally and by external officials.

sAfETy ANd ThE ENViRONMENTthe safety of people and their environment is a first priority for Catom in all of its activities.

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Catom 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 blen-ding requirements related to biofuels (5.5% in 2014, 5.0% in 2013). Catom seeks to strictly use second generation (“double-counting”) bio-fuels for this purpose, thus surpassing the legal requirements. In a comparative study of Co2 performance of biofuels published in February 2014, Catom rated highest in the Netherlands. Whereas until 2013 blending mainly involved the administrative purchase of so-called tickets, a start was made in 2014 with the actual physical blending of bio-products. this will be expanded further in 2015.

the Catom group took significant steps during the year towards the reduction of emissions.

Despite the growth of the volume transpor-ted (13.68%) and the number of deliveries (5.66%), the company achieved a large saving in the number of truck kilometres driven through the merger of the logistic operations of oliecentrale and FuelPlaza.

For customers wishing to implement a respon-sible policy in terms of the environmental im-pact of fuels, Catom has introduced GtL (Gas to Liquid). this is an advance diesel variant that produces less smell and noise and thus reduces the 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, develo-ped 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 interesting for large municipalities

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that aim to improve the air quality of their city centres.

All mandatory audits with regard to safety and the environment were carried out at the various group companies. these include BRZo inspections, an ISo 14001:2004 audit for the environmental management system of oliecentrale Nederland, VCA reporting and an ISCC audit for the storage, transport and blending of biofuels.

there were no environmental incidents in 2014, nor incidents involving personal or other injury.

OUTLOOkCatom expects that the consolidation in the downstream segment of the oil indus-try will accelerate in the coming years, especially as the pressure on margins has

grown. It intends to take advantage of the opportunities arising from this consolidation activity and expects that margin levels will recover in due time as a consequence of the consolidation.

management continues to aim for market leadership in all segments that the company engages in. Considering the consolidation initiatives in the market, acquisitions are quite possible also in 2015, allowing this ambition to be realised. In this context steps will also be taken in 2015 regarding the further simplification and computeri-sation of the operation. this will include other projects in the areas of planning and bookkeeping.

Catom expects another light turnover increase in 2015 and a corresponding profit level.

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sUBsEqUENT EVENTsIn the initial months of 2015 FuelPlaza acquired another petrol station that will be added to the network. In addition, the shares of a large dealer in the southern part of the country were acquired on 1 July, which meant further enhancement of the Reselling division.

Rotterdam, 9 July 2015H.P. de Leeuw den BouterJ.W.F. Westerhuis,

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the Alkmaar petrol station has undergone thorough renovation. the entire car wash has been replaced.

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In rebranding the oK stations, great care was taken to ensure optimum visibility of the oK brand.

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the tour de France publicity caravan fills up at an oK station before the start of the first stage from Utrecht.

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A successful internal structure has been built to manage the ever growing retail operation from the head office.

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Investment in vehicles has been substantial, with all trucks now company-owned.

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5

–CAtom BV

Annual accounts

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CONsOLidATEd BALANCE shEET

as at 31 December 2014 (after proposed appropriation of profits)

€ 31 december 2014 31 december 2013

AssETs

FIxed ASSetS

Intangible fixed assets (1)

Development costs 214,195 258,305

trademark rights 761,910 596,982

operating rights and client portfolio 5,897,064 6,400,082

Goodwill 1,135,284 1,222,878

8,008,453 8,478,247

tangible fixed assets (2)

Land and buildings 1,898,176 1,986,673

Non-operating assets 1,291,016 1,285,499

Depot installations 672,144 740,724

Petrol stations 16,624,923 16,473,935

machinery and equipment 656,459 1,150,882

transport vehicles 2,274,523 776,305

23,417,241 22,414,018

Financial fixed assets (3) 10,223,510 18,920,555

CURRENT AssETs

Stocks

Finished product and goods for resale (4) 6,624,946 7,770,462

Receivables (5)

trade receivables 39,637,810 49,579,732

taxes and social insurance contributions 184,954 502,880

other receivables 3,884,458 6,224,037

43,707,222 56,306,649

Cash (6) 8,648,492 16,071,155

100,629,864 129,961,086

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shAREhOLdERs’ EqUiTy ANd LiABiLiTiEs

group equity *) (7) 13,476,396 14,634,332

Provisions (8)

Provisions 3,647,854 3,852,901

Deferred tax liability 0 4,883

Site restoration 65,599 59,712

Long-service awards 3,713,453 3,917,496

long-term liabilities *) (9)

Subordinated loans from related parties 4,932,549 5,212,236

Loans from credit institutions 1,432,500 1,962,500

Derivatives 196,401 234,392

6,561,450 7,409,128

CuRRent lIAbIlItIeS (10)

Current portion of long-term debt 809,216 786,073

Liabilities to suppliers and trade creditors 9,486,262 13,603,553

taxes and social insurance contributions 62,189,966 81,303,401

other liabilities and accrued expenses 4,393,121 8,307,103

76,878,565 104,000,130

100,629,864 129,961,086

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CONsOLidATEd PROfiT ANd LOss ACCOUNT

for 2014

€ 2014 2013

net turnover (12) 877,056,272 846,571,936

Cost of goods sold 852,827,079 826,082,590

gross profit 24,229,193 20,489,346

Wages and salaries 6,338,427 6,001,874

Social insurance charges 1,124,708 965,167

Pension expenses 889,128 1,007,416

other personnel expenses 575,731 508,680

amortisation/depreciation and impairment of intangi-ble and tangible fixed assets (15)

4,003,952 2,996,859

other operating expenses (16) 10,423,983 8,470,501

total operating expenses 23,355,929 19,950,497

net turnover 873,264 538,849

amounts released from the revaluation reserve (17) 3,883,333 3,416,259

Financial income and expenses - 609,325 -272,938

Result from ordinary operations before tax 4,147,272 3,682,170

taxes on result from ordinary operations (21) -1,250,731 -1,054,722

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

Result after tax 2,900,441 2,631,348

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CONsOLidATEd CAsh fLOW sTATEMENT

for 2014

€ 2014 2013

CAsh fLOW fROM OPERATiNg ACTiVi-TiEs

operating profit 873,264 538,849

Adjustments for:

Depreciation of tangible and amortisation of intangi-ble fixed assets (1,2)

4,010,402 3,020,061

movement in provisions -204,043 -5,549

Discount obtained on debt 0 - 600,000

Result of participating interest (19) 0 3,900

3,806,359 2,418,412

Movements in working capital:

Stocks (4) 1,145,516 -1,337,416

Receivables 12,599,427 -6,962,916

Current liabilities -25,318,754 19,960,748

-11,573,811 11,660,416

Cash flow from business operations -6,894,188 14,617,677

Interest expense paid -617,558 -404,107

Corporation tax paid -1,981,658 -938,601

-2,599,216 -1,342,708

Cash flow from operating activities - 9,493,404 13,274,969

CAsh fLOW fROM iNVEsTMENT ACTiVi-TiEs

Investments in tangible and intangible fixed assets -4,653,704 -7,219,917

Investments in financial fixed assets -146,038 -10,478,734

Disposals of tangible fixed assets 114,223 130,875

Repayments of financial fixed assets received 9,542,805 7,006,865

Cash flow from investment activities 4,857,286 -10,560,911

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€ 2014 2013

CAsh fLOW fROM fiNANCiNg ACTiVi-TiEs

Dividend declared - 2,000,000 - 308,511

Repayment on subordinated loan (9) - 256,545 -193,315

Repayment of long-term liabilities (9) - 530,000 - 590,000

Cash flow from financing activities - 2,786,545 -1,091,826

Net cash flow - 7,422,663 1,622,232

the movement of cash is as follows:€ 2013 2013

Balance as at 1 January 16,071,155 14,448,923

movement during the year - 7,422,663 1,622,232

Balance as at 31 December 8,648,492 16,071,155

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NOTEs TO ThE CONsOLidATEd BALANCE shEET ANd PROfiT ANd LOss ACCOUNT1. gENERAL iNfORMATiON1.1. ACtIVItIe

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 industry. the activities of the Group consist of loading, unloa-ding, transhipment, storage and wholesale of oil products and the operation of petrol stations and convenience shops.

Nearly all sales activities take place within the Netherlands.

1.2. ACCOuntIng ChAngeSthere were no changes in accounting principles in 2014.

1.3. ChAngeS In eStIMAteSthere were no changes in estimates in 2014 except for adjustment of the useful life of a petrol station.

1.4. COnSOlIdAtIOnthe consolidated annual accounts include the financial figures of Catom B.V. and its subsidiaries, 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 of other legal entities and companies that are involved in the consolidation are fully consolidated, after elimination of intercompany 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.

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

the companies included in the consolidated annual accounts are:

NameRegistered office

Share in issued capital% method of consolidation

FuelPlaza B.V. Rotterdam 100.00 Integraal

oK West B.V. Rotterdam 100.00 Integraal

ShopPoint B.V. Rotterdam 100.00 Integraal

Dutchoil B.V. Dordrecht 100.00 Integraal

Catom Logistics B.V. Rotterdam 100.00 Integraal

Catom Distribution B.V. Rotterdam 100.00 Integraal

oliecentrale Nederland B.V. arnhem 100.00 Integraal

BEC ’t Gooi B.V. Hilversum 100.00 Integraal

the interest in the following company is regarded as participating interest, where significant influence can be exercised over its operating and financial policy even though it is not a group company.

Name Registered officeShare in issued

capital %

Shareholders’ equity at year-

end € Share of result for

the year €

Exploitatiemaatschappij Bedrijfsgrond Niedorp V.o.F.

Zijdewind 14.30 138,954 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 regarded as related parties are legal entities that are able to exercise dominant control themselves. In addition, the members of the Executive Board,

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other key management officials of the company and their close relatives are considered related parties.

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 reflected in this statement consist of the cash and cash equivalents.

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 amount held by 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.

1.7. eStIMAteSFor purposes of applying the accounting principles and rules for the preparation of the annual accounts, the management of the Group needs to form judgements about various matters and to prepare estimates that may impact on 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 iTEMs2.1. geneRAlthe consolidated annual accounts have been prepared in accordance with the legal requirements set out in title 9, Book 2 of the Netherlands Civil Code and the 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 acquisition 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.

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 accounts 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 settlement 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 impairment. 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.

For purposes of determining whether impairment has taken place, see Section 2,6.

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2.4.1. Research and development costsResearch costs are charged to expense. Expenditures for development projects are capitalised 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; it is then spread over the asset’s estimated useful life. A legal reserve is maintained equal to the asset’s book value.

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

2.4.3. goodwillGoodwill arising from acquisitions and calculated in accordance with Section 3,7 is capitalised and amortised on a straight-line basis over its estimated useful life. If the useful life exceeds five 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 price or production cost 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, land and vehicles 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 buildings, depot installations, land and vehicles resulting from a revaluation is credited to a revaluation reserve. If the revaluation leads to a deferred tax liability, a corresponding provision is set up.

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

Realisation of the revaluation reserve takes place through use (depreciation) and/or disposal 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 residual value. the straight-line method is applied for this purpose. Depreciation amounts are calculated by applying a fixed percentage of cost less any investment subsidies, taking into account the residual value.

2.6. IMPAIRMent OF FIxed ASSetSDe vennootschap beoordeelt op iedere balansdatum of er aanwijzingen zijn dat een vast on 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, then 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 recover-able 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 7.9% (2013: 7.7%) is used to calculate the present value of the cash flows. For assets that are not stated at current value, 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

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financial assets. If there are objective indications of impairment losses, the company determines the amount of such losses 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 established 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 on 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 identified in the annual accounts.

the share of the company in the result 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 constructive 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 insofar 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 receivables, plus loans purchased.

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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% (2013: 7%). the realisation of the revaluation reserve arising from 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 current value.

the stocks of other products are stated at cost, applying the FIFo method (first in, first out) 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. ReCeIVAbleSCurrent receivables are initially stated at fair value and thereafter at amortised cost less any provisions that are deemed necessary. these provisions are determined through individual assessment of the receivables.

Where receivables involve a premium or discount and transaction costs, so that the effective 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 (deferred or current), then realisation of the revaluation is credited on a gross basis to the profit 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 ordi-nary 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 adminis-trators, 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 entitlement. the pension liabilities are determined according to the ‘liability to the pension administrator approach’. Under this approach the contribution 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, that lead to extra contribution payments and an expense for the relevant company, are charged directly to the profit and loss account.

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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 receivable can be determined with reasonable certainty.

At year-end 2014 (and 2013) 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 years, 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 to 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, equal to the present value of the expected 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

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

2.14. leASIng2.14.1. Operating leasesthe company may have lease contracts where the benefits and drawbacks of ownership of the assets generally 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 and loss account over the term of the contracts on a straight-line basis, taking into account any amounts recovered from the lessor.

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 a transaction at arm’s length. If fair value cannot initially be established 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. this involves the use of recent similar arm’s length transactions, the discounted cash flow 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 then 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 appliedAfter initial recognition at fair value, these derivatives are stated at cost. 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. the accounting principles for provisions apply to derivatives with a negative market value.

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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 expenses 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 essential rights and risks pertaining to 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.

3.5. COSt OF gOOdS SOldCost of goods sold represents the direct costs of the goods and services delivered that are attributable to the turnover.

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 depreciated, 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 real estate investments are not depreciated.

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

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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 losses 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 expenses 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 identifi-able non-monetary assets, the excess is credited directly in the profit and loss account.Capital gains and losses 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 charged to the profit and loss account as soon as they are payable 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.

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 as 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 valueChanges 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.

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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 any 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 for tax.

4. fiNANCiAL iNsTRUMENTs ANd Risk MANAgEMENT4.1. MARket RISk4.1.1. Currency riskthe currency risk of the Group relates in particular to positions and future transactions in US dollars. the number of outstanding transactions of this type is insignificant. the com-pany therefore does not hedge these risks.

4.1.2. Interest and cash flow riskthe Group incurs interest risk on interest-bearing receivables (in particular under 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 risk on their 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 customers who meet the Group’s creditworthiness criteria.

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1. iNTANgiBLE fixEd AssETs

€Development

coststrademark

rights

operating rights and client

portfolio Goodwill total

bAlAnCe AS At 1 JAnuARy 2014

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

Movements

Investments 0 231,500 0 40,000 271,500

amortisation -44,110 -66,572 -503,017 -127,594 -741,293

Reduction in value 0 0 0 0 0

Balance -44,110 164,928 -503,017 -87,594 -469,793

bAlAnCe AS At 31 deCeMbeR 2014

Purchase price or production cost 441,102 1,970,560 9,079,955 1,740,274 13,231,891


-226,907 -1,208,650 -3,182,891 -604,990 -5,223,438

Book value 214,195 761,910 5,897,064 1,135,284 8,008,453

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

the trademarks rights relate to brands with such competitive strength as to justify amortisation of these assets over a period of more than five years. Assessment of their useful life is made on an individual basis, with a maximum of 20 years applying. this also applies to goodwill, which mainly relates to the acquisition of oK West and oK Noordoost. the principal goodwill elements have an economic useful life of 20 years. 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 investment in 2014 relates to the purchase of operating rights for petrol stations from the operator; it is amortised over a period of 10 years in view of the longer economic useful life of the petrol stations.

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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 instal-

lations Petrol stations

machinery and equip-

menttransport vehicles total


Purchase price or production cost

1,381,616 1,066,712 599,293 19,020,811 5,596,379 1,378,514 29,043,325

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


-981,872 -800,165 -546,739 -2,546,876 -4,445,497 -602,209 -9,923,358

Book value 1,986,673 1,285,499 740,724 16,473,935 1,150,882 776,305 22,414,018

Movements

Investments 10,939 24,750 0 2,463,308 134,455 1,126,686 3,760,138

Revaluations 0 0 0 0 0 622,066 622,066

Disposals 0 0 0 -134,674 -54,557 -104,394 -293,625

amortisation -99,436 -19,233 -68,580 -1,900,263 -626,823 -212,774 -2,927,109

Reduction in value 0 0 0 -342,000 0 0 -342,000

Depreciation on disposals

0 0 0 64,617 52,502 66,634 183,753

Balance -88,497 5,517 -68,580 150,988 -494,423 1,498,218 1,003,223


Purchase price or production cost

1,392,555 1,091,462 599,293 21,349,445 5,676,277 2,400,806 32,509,838

total revaluations 1,586,929 1,018,952 688,170 0 0 622,066 3,916,117


-1,081,308 -819,398 -615,319 -4,724,522 -5,019,818 -748,349 -13,008,714

Book value 1,898,176 1,291,016 672,144 16,624,923 656,459 2,274,523 23,417,241

amortisation rates 0 - 10% 0 - 5% 5-20% 5 – 33% 5 – 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 land and buildings pertaining to the motorway petrol stations up to an amount of €3,500,000.

In 2013 a third-party appraisal took place of the land and buildings as well as of the depot installations. Variations evidenced by this appraisal were reflected in the related book values at year-end 2013. the book value of the revaluation at year-end 2014 is €2,361,408 for land and buildings, €478,852 for depot installations and €584,635 for vehicles.

the realisable value of a wholly owned petrol station that is not subject to auction is based on the related cash flows over a period of 22 years (2013: 20 years). these are such that no further write-down is required. the direct net realisable value is higher than the indirect net realisable value.

the impairment in 2014 relates to a petrol station whose whole actual turnover was less than expected. the total assets related to this station were written down to their value in use. the realisable value is based on the cash flows over the remaining operating period of seven years, applying a zero growth rate and a discount rate of 7.9%.

3. fiNANCiAL fixEd AssETs

€ 31-12-2014 31-12-2013

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

other receivables 10,203,703 18,900,747

10,223,511 18,920,555

OtheR ReCeIVAbleS

€ 31-12-2014 31-12-2013

Claim against insolvent company 9,909,442 18,613,260

other receivables 294,261 287,487

10,203,703 18,900,747

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ClAIM AgAInSt InSOlVent COMPAny

€ 31-12-2014 31-12-2013


Purchase value 0 11,001,900

Payment -7,000,000 -6,900,000

Reclassification to other receivables -3,000,000 -2,500,000

adjustment to fair value 1,296,182 3,146,215


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 2014 to €10,6 million. management expects to collect this amount in equal annual instalments before the end of 2015. the collectability of this claim continues to depend on the receipt of orders by one foreign government body and compliance with the conditions for partial deliveries under the export permit received. the claims relate to a company that is in a state of bankruptcy.

OtheR ReCeIVAbleS

€ 31-12-2014 31-12-2013

Balance as at 1 January 287,487 317,518

Loans issued 146,038 76,834

Repayment -139,264 -106,865

Long-term portion as at 31 December 294,261 287,487

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 2015 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 obsolescence has been recorded on the stocks, since examination has evidenced that their turnover ratio is adequate.

5. RECEiVABLEsthe receivables are all due within one year. they consist of trade receivables, prepaid pension premiums, other prepaid expenses and the current portion of the claims against an insolvent company amounting to €3,000,000 (2013: €2,500,000).

A provision for bad debt has been established amounting to €950,232 (2013: €808,873), which has been deducted from the trade receivables balance

6. CAshthe cash balance as at 31 December 2014 is partly at the company’s free disposal. the remaining portion, amounting to €1,180,000, is in custody with a civil-law notary. 7. gROUP EqUiTythe group equity is explained in detail in the notes to the parent company balance sheet.

8. PROVisiONs

€ 31-12-2014 31-12-2013

Deferred tax liabilities 3,647,854 3,852,901

other provisions 65,599 64,595

3,713,453 3,917,496

the movements in provisions are as follows:

€ taxes other total

Balance as at 1 January 2014 3,852,901 64,595 3,917,496

addition 298,122 5,887 304,009

Interest accrual 920,314 0 920,314

Withdrawal 0 -4,883 -4,883

Release -1,423,483 0 -1,423,483

Balance as at 31 December 2014 3,647,854 65,599 3,713,453

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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 for discounting purposes.

8.2. OtheR PROVISIOnS

€ 31-12-2014 31-12-2013

Site restoration 0 4,883

Long-service awards 65,599 59,712

total other provisions 65,599 64,595

movements in other provisions are as follows:

€ Site restoration Long-service awards total

Balance as at 1 January 2014 4,883 59,712 64,595

addition 0 5,887 5,887

Withdrawal -4,883 0 -4,883

Balance as at 31 December 2014 0 65,599 65,599

– the provision for site restoration has been established in response to an examination. During the year, the company cleaned up the environmental pollution that was noted.

– 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 €60,215 has a term longer than one year.

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9. LONg-TERM LiABiLiTiEs

€

Balance as at 31 December

2014Repayment ob-ligation 2015

Remaining term > 1 year

Remaining term > 5 years

Subordinated loans from related parties 1 1,211,765 279,216 932,549 0

Subordinated loans from related parties 2 4,000,000 0 4,000,000 0

Loans from credit institutions 1,962,500 530,000 1,432,500 0

Derivatives 196,401 0 40,164 156,237

7,370,666 809,216 6,405,213 156,237

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 1these debts have 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 loan has been subordinated to the debts payable on demand that other lenders, inclu-ding 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 terms and conditions of the loans remained unchanged and are as follows:

Loan I:1. Interest on the first rollover agreement is variable, being 3-month Euribor plus a surcharge.2. the interest risk is hedged by means of a swap agreement. 3. Repayment instalments amount to €87,500 per quarter. 4. the two ground leases, which were concluded with Rijkswaterstaat

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(the Directorate-General for Public Works and Water management) for the operation of motorway petrol stations, have been pledged as collateral. 5. A mortgage has been established on the real estate of the two motorway petrol stations, amounting to €3,500,000. 6. In addition, Catom B.V. has issued a guarantee for all debts.

Loan II:1. Interest on the second rollover agreement is variable, being 3-month Euribor plus a surcharge.2. the interest risk is hedged by means of a swap agreement.3. Repayment instalments 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 fair 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 2014, making use of close-of-business market data.

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. guARAnteeSthe 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 court has ruled that the guarantee amount must be raised to €1,000,000, However, the company has lodged an appeal against this ruling. management is confident that the dispute 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.

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11.2. OPeRAtIng leASeSobligations pursuant to operating leases at year-end are detailed as follows:

€

Within one year 296,739

Between one year and five years 430,069

more than five years 0

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

€

minimum lease payments 907,191

11.3. lIAbIlIty APPlyIng tO A tAx entItythe company constitutes a tax entity with its subsidiaries for corporation and value-added tax purposes. Based on the standard conditions for tax entities, the company and its sub-sidiaries are all jointly and severally liable for the taxes payable by the combination.

11.4. CRedIt FACIlItythe 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 €35,000,000. 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.

11.5. RentAl COMMItMentSCompanies belonging to the Group have entered into long-term financial obligations for the rental of industrial facilities (€1,754,530 per year). these rental commitments vary in their duration but with a maximum of six years.

12. NET TURNOVERNet turnover grew in 2014 by 3.6% compared to the prior year. It is split by category as follows:

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€ 2014 2013

motor and other fuels 849,846,368 821,214,411

Lubricants 15,202,120 16,403,489

Shop sales 8,520,606 5,054,201

other turnover 3,487,178 3,899,835

877,056,272 846,571,936

Net turnover was realised almost entirely within the Netherlands. Foreign turnover amounted to €126K.

13. PERsONNELthe average number of employees of the company in the Netherlands in 2014 was 151 (2013: 135). these are divided as follows:

2014 2013

management and staff 6 6

Logistics 53 57

Sales 92 72

151 135

14. REMUNERATiON Of diRECTORsthe remuneration to current and former directors (including pension premiums) for 2014 amounted to €603,366, same as for 2013. € 603,366).

15. AMORTisATiON

€ 2014 2013

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

4,010,402 3,020,061

Result from sale of assets -6,450 -23,202

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

4,003,952 2,996,859

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16. OThER OPERATiNg ExPENsEs

€ 2014 2013

Rental of properties 1,577,171 475,785

transport by third parties 1,863,542 1,325,259

Fuel expenses 1,077,294 1,072,589

Lease expenses 826,947 1,246,862

other operating expenses 5,079,029 4,350,006

10,423,983 8,470,501

17. AMOUNTs RELEAsEd fROM ThE REVALUATiON REsERVEBased on payments received from financial fixed assets, the following realised revaluations were released from the related reserves and credited to the profit and loss account for 2014:

€ 2014 2013

From revaluation reserve 2,990,166 2,631,356

From deferred tax liability 893,167 784,903

total amount released to profit and loss account 3,883,333 3,416,259

18. ACCOUNTANT’s fEEsthe following accountant’s fees were charged to expense in 2014 and 2013:

€ 2014 2013

audit of the annual accounts 218,834 168,000

other audit work 3,000 1,300

221,834 169,300

the above fees relate to work that was carried out at Catom B.V. and the companies that are included in the consolidation by independent accounting firms and independent 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.

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19. REsULT Of PARTiCiPATiNg iNTEREsTsthe company’s share in the results of its participating interests is as follows:

€ 2014 2013

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:

€ 2014 2013

Consolidated net result after tax 2,900,441 2,631,348

Revaluation of tangible fixed assets 0 0

Realisation of revaluations of financial fixed assets -2,990,166 -2,631,356

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

998,061 2,468,437

adjustment of present value of deferred tax liability on revaluation

-66,275 -62,852

total direct movements in shareholders' equity of the Group

-2,058,380 -225,771

total result of the Group 842,061 2,405,577

21. TAxEs ON REsULT fROM ORdiNARy OPERATiONs

€ 2014 2013

Group result from ordinary operations 4,147,272 3,682,170

taxes on result from ordinary operations 1,250,731 1,037,659

tax adjustment related to prior years 0 17,063

1,250,731 1,054,722

Effective tax rate 30.2% 28.6%

Statutory tax rate 25.0% 25.0%

the effective tax rate differs from the statutory rate in particular due to the difference between the amortisation and depreciation amounts for commercial and tax purposes.

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COMPANy ANNUAL ACCOUNTsBALANCE shEET As AT 31 dECEMBER 2014(after proposed appropriation of profits)


AssETs

FIxed ASSetS

Intangible fixed assets (23)

operating rights and client portfolio 5,232,450 5,615,466

Financial fixed assets (24)

Participating interests in group companies 24,601,727 21,847,137

CuRRent ASSetS

amounts due from group companies (25) 4,273,875 3,310,261

Deferred tax receivable 3,331 3,331

4,277,206 3,313,592

34,111,383 30,776,195

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shAREhOLdERs’ EqUiTy ANd LiABiLiTiEs

Shareholders’ equity (26)

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

Priority share capital (27) 450 450

Revaluation reserves (28) 5,297,772 6,517,186

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

214,197 258,305

other reserves (30) 7,916,398 7,810,812

13,476,396 14,634,332

long-term liabilities

Subordinated loans (31) 4,000,000 4,000,000

Provisions (32)

other provisions 3,053,426 1,681,519

Current liabilities

amounts due to group companies 13,355,644 7,169,521

taxes and social insurance contributions 225,917 1,280,594

accrued expenses (33) 0 2,010,229

13,581,561 10,460,344

34,111,383 30,776,195

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PROfiT ANd LOss ACCOUNT fOR ThE yEAR 2014

€ 2014 2013

Company result after tax -540,624 -421,702

Result of participating interests after tax 3,441,065 3,053,050

Result after tax 2,900,441 2,631,348

NOTEs TO ThE BALANCE shEET ANd PROfiT ANd LOss ACCOUNT22. geneRAlthe company annual accounts have been prepared in accordance with the provisions set out in title 9, Book 2 of the Netherlands Civil Code and the accounting standards (RJs) issued by the Dutch Accounting Standards Board.

the accounting principles applied to the company annual accounts are identical to those applied 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 periodic results, see the notes to the consolidated balance sheet and profit and loss account that are included on pages 15 to 23 inclusive.

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23. IntAngIble FIxed ASSetSthe movements in intangible fixed assets are summarized below:

€ operating rights and client portfolio


Purchase price or production cost 7,579,955

accumulated impairments and amortisation -1,964,489

Book value 5,615,466

MOVeMentS

amortisation of intangible fixed assets -383,016

Balance -383,016


Purchase price or production cost 7,579,955

accumulated impairments and amortisation -2,347,505

Book value 5,232,450

amortisation rate 5%

the operating rights and the client portfolio represent a large base of fixed clients that are profitable for the Group. this is justification for the company to amortise these assets over a period of 20 years. An assessment of useful life is made per individual element, with a maximum of 20 years applying. For further explanation, see the notes to the consolidated annual accounts.

24. FInAnCIAl FIxed ASSetSthe movements in financial fixed assets are detailed as follows:

€ Participating interests in group companies

Balance as at 1 January 2014 21,847,137

Result of participating interests 3,441,066

Direct movement in revaluation of subsidiary -2,058,383

Reclassification of negative shareholders’ equity of participating interests to provisions 1,371,907

balance as at 31 december 2014 24,601,727

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25. ReCeIVAbleSthe receivables are all due and payable to the company within one year. No interest is charged on amounts due from group companies.

26. ShARehOldeRS’ equIty

€ Issued capitalRevaluation

reserves Legal reserves other reserves total

balance as at 1 January 2014 48,029 6,517,186 258,305 7,810,812 14,634,332

Movements

Result 0 0 0 2,900,441 2,900,441

Dividend issued 0 0 0 -2,000,000 -2,000,000

Release and transfer to other reserves

0 0 -44,108 44,108 0

addition to revaluation reserve 0 998,061 0 0 998,061

Realisation of revaluation of finan-cial fixed assets

0 -2,990,166 0 0 -2,990,166

adjustment of present value of deferral

0 -66,275 0 0 -66,275

addition to revaluation reserve 0 622,066 0 -622,066 0

Realisation of revaluation of tangible fixed assets

0 -91,062 0 91,062 0

other 0 307,962 0 -307,959 3

Correction of share capital 0 0 0 0 0

balance as at 31 december 2014 48,029 5,297,772 214,197 7,916,398 13,476,396

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 2014 amounts to €18,408,945 (2013: €19,846,568).

27. ShARe CAPItAlthe authorised capital amounts to €227,450. the following shares belonging to the authorised capital have been issued and paid up:

85

€ 31-12-2014 31-12-2013

1,048 ordinary shares with a nominal value of €45,40 each 47,579 47,579

1,000 priority shares with a nominal value of €0,45 each 450 450

48,029 48,029

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 ownership 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 general 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.

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— In case of absence or inability to act on the part of one of 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.— 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 effect has been submitted by the meeting of priority shareholders.

28. ReVAluAtIOn ReSeRVeS

€ 2014 2013


addition to revaluation reserve 998,061 2,468,437

Realisation of revaluation of financial fixed assets -2,990,166 -2,631,356

adjustment of present value of deferral -66,275 -62,852

addition to revaluation reserve 622,066 0

Realisation of revaluation of tangible fixed assets -91,062 -239,988

overige 307,962 0


the revaluation as at 1 January 2014 relates to the land, buildings, machinery and equipment of oliecentrale Nederland B.V., as well as the claims of Catom Logistics B.V. related to an insolvent company. the addition relates to vehicles owned by oliecentrale Nederland B.V. and FuelPlaza B.V.

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29. legAl ReSeRVeS And AS PROVIded by the ARtICleS OF ASSOCIAtIOn

€ 2014 2013

Balance as at 1 January 258,305 302,414

Release and corresponding credit to other reserves. -44,108 -44,109

Balance as at 31 December 214,197 258,305

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

€ 2014 2013


Proposed appropriation of profits 2,900,441 2,631,348

movement in legal reserve 44,108 44,109

Dividend available for distribution -2,000,000 -6,000,000

addition arising from revaluation -622,066 0

Realised revaluation reserve 91,062 239,988

Correction of share capital 0 -19

other -307,959 0


31. lOng-teRM lIAbIlItIeS

€Balance as at31 December

2014

Repayment obligation in

2015

Remaining term > 1 year

Remaining term> 5 years

Subordinated loans 4,000,000 0 4,000,000 0

4,000,000 0 4,000,000 0

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the subordinated loans have been issued by related parties. Interest is charged at 5% per annum. the term of the loans is five yearts. the loan has been subordinated to the debts payable on demand that other lenders, including banks and financial institutions, have with the company.

32. PROVISIOnS

€ 31-12-2014 31-12-2013

Provision for participating interests 3,053,426 1,681,519

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.

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:

€ 31-12-2014 31-12-2013

Dividend payable 0 2,000,0000

other expenses payable 0 10,229

0 2,010,229

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 factoring agreement. Each group company is jointly and severally liable for this facility. the financing ceiling for the entire facility amounts to €35,000,000. 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. and Shoppoint B.V. for a period of minimally 12 months after the date of these annual accounts.

35 . SIgnAtuReS tO the AnnuAl ACCOuntS

Rotterdam, 9 July 2015

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

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6

–CAtom BV

Other information

91

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 disposal 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 2014, amounting to €2,900,441, to the other reserves.

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

sUBsEqUENT EVENTs In the first half of 2015 FuelPlaza acquired another petrol station that will be added to the network. In addition, on 1 July 2015 it acquired the shares of a medium-sized trader in the southern part of the Netherlands, thereby enhancing the Reselling division.

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 2014 that would need to be reflected or disclosed in the annual accounts.

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7

–CAtom BV

independent auditor’s report

93

TO: ThE gENERAL MEETiNg Of CATOM B.V.

REPORT ON ThE ANNUAL ACCOUNTsWe have audited the annual accounts for the year 2014 of Catom B.V., which has its registered office in Breda in the Netherlands. these annual accounts consist of the consolidated and company balance sheet as at 31 December 2014 and the consolidated and company profit and loss account for the year then ended, together with the related notes, including an over-view of the accounting principles applied for financial reporting and other disclosures.

REsPONsiBiLiTy Of MANAgEMENTthe management of the company is responsible 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 the implementation and maintenance of such system of internal control as it deems neces-sary to ensure that the annual accounts are free from material misstatement due to fraud or errors.

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REsPONsiBiLiTy Of ThE AUdiTORour responsibility is to issue an opinion on the annual accounts on the basis of our audit. We conducted our audit in accor-dance with Dutch law, including Dutch audit standards. this requires that we adhere to the professional code of conduct applying to 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 acti-vities to obtain audit information about the amounts and disclosures in the annual accounts. the choice of activities to be performed depends on the professional judgement of the auditor. this includes

the evaluation of the risk that the annual accounts contain material misstatements resulting from fraud or errors.

For purposes of this risk assessment the auditor considers the internal control system that is relevant to the preparation and fair presentation of the balance sheet and the profit and loss account, in order to make a well-considered choice of the audit activities that under the circumstances are adequate. this risk assessment is not, however, intended to express an opinion about the effectiveness of the company’s internal control system. An audit also includes assessment of the accounting principles used and the reasonableness of estimates made by the company’s management, as

95

well as evaluation of the overall presenta-tion of the annual accounts.

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

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 2014 and the result for the year then ended, in accordance with title 9, Book 2 of the Netherlands Civil Code.

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REPORT ON OThER LEgAL ANd REgULATORy REqUiREMENTs

In accordance with the legal requirements under Section 2,393 sub 5 at e and f of the Netherlands Civil Code, we have no deficiencies to report as a result of our examination whether the executive board report, insofar as we can assess, has been prepared in accordance with title 9, Book 2 of this Code, and whether the information as required 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, 9 July 2015PricewaterhouseCoopers Accountants N.V.

Original of this report signed by: E.M.W.H. van der Vleuten RA

designVan Eck ontwerpers,Amsterdamolga mishynaAmie Chanelle NormanPhotographyteo Krijgsman,AmsterdamPrintDrukkerij tesink, Zutphen

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

catom - annual report 2014

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