Petroplus Holdings AG

January 27, 2012January 27, 2012

EXECUTIVE SUMMARY

� Opportunity – Distressed European refinery negotiating access to its credit facility after violating Q4 2011 maintenance covenants

– Notes: Pari passu, trading from 43 to 49 yielding 25-44%; opportunity to create company at 4.9x market with some asset support

– Stock: Trades at $1.59 on Swiss Exchange; implied TEV of $2.7 billion (7.2x Clean(1) LTM EBITDA); option value if crack spreads recover near-term

– Revolver: Trading in a mid-eighties context yielding 29% to October 2012; opportunity to go private and diligence collateral package

� Company / Situation Overview

– Petroplus is one of the largest independent refiners in Europe and until recently accounted for approximately 5% of European refining volumes

– Crude slate: Light Sweet (39%); Medium Sour (20%); Light Sour (19%); Heavy Sour (5%)

– Product slate: Diesels and Gasoil (45%); Gasoline (28%); Fuel Oil (12%) and Jet Fuel (7%)

– Generated $24.4 billion of revenue and $375 million of Clean EBITDA for LTM 9/30/11; only $60 million of EBITDA in last two quarters combined

– Three of the Company’s five refineries were EBITDA negative the last two quarters

– In late-December, RCF lenders froze the Company’s credit lines and cash collateral, preventing the Company from acquiring additional crude

– In mid-January, the Company reached a temporary agreement with the RCF syndicate to continue operating its two profitable refineries

– The Company is shutting down / exploring a sale of the three unprofitable refineries

� Recommendation: Pass on Senior Notes, go private and diligence collateral package on RCF

– RCF syndicate may be inclined to seize collateral given trading levels (84 as of January 23)

1

– RCF syndicate may be inclined to seize collateral given trading levels (84 as of January 23)

– Notes may represent a value trap given bleak macro outlook

� Key Merits:

– Opportunity to create company at 4.9x vs. comps of 6.7x with 25%+ YTM

– Downside capped ~30 by collateral coverage of Coryton facility, worth an estimated $500 million(2)

– Shutdown of marginal facilities will help Company continue to generate cash flow if crack spreads do not recover

� Key Risks:

– Mid-eighties yield on RCF likely to attract distress funds into syndicate; funds may be inclined to seize collateral and liquidate

o Swiss bankruptcy process strongly favors secured creditors if Company is forced to file (leads to distribution of assets)

– With exception of claim on Coryton refinery, Noteholders have no direct guarantees on Company’s operating assets

– Anticipated global capacity additions and recessionary forces in Europe recession unfavorable to supply / demand dynamic that drives crack spreads

– Weak M&A environment; no buyers anticipated for Company’s marginal facilities (over a dozen refineries already for sale in Europe and majors have

shown no interest)

1

___________________________________

(1) Reflects the EBITDA if prices did not fluctuate over period.

(2) Based on EDC of ~$190 $/bbl and conversations with sell-side analysts.

CAPITALIZATION

� Petroplus is estimated to have $1 billion drawn on its revolving lines as of the end of December; these facilities are secured

by accounts receivable and inventory

� Additionally, the Company has $1.75 billion of Senior Notes trading in the mid-forties

Debt / LTM Debt / LTM

Interest Price Face Market Adj. EBITDA Adj. EBITDA - Capex

Maturity Rate 1/23/12 9/30/11 1/23/12 Face Market Face Market YTM

Committed RCF Lines ($1,050MM)(1) Oct-12 L + 4.00% 84.0% $1,000 $840 29.1%

Uncommitted RCF Lines ($1,045MM) Oct-12 L + 4.00% 84.0% - - 29.1%

Receivables Factoring (£180MM) Evergreen 84.0% - -

Receivables Securitization (£130MM) Nov-17 84.0% - -

Total Debt $1,000 $840 2.7x 2.2x 10.4x 8.7x

Senior Convertible Notes 2015(2) Oct-15 4.00% 43.0% 150 65 30.8%

Senior Notes 2014 May-14 6.75% 49.6% 600 298 43.9%

2

___________________________________

(1) It is believed the Company had approximately $1 billion of the revolving credit facility outstanding at the end of December per discussions with analysts.

(2) Convertible into equity at holder's option at ~$32/share until October 9, 2015.

Senior Notes 2014 May-14 6.75% 49.6% 600 298 43.9%

Senior Notes 2017 May-17 7.00% 47.1% 600 283 25.9%

Senior Notes 2019 Sep-19 9.38% 47.0% 400 188 25.5%

Total Debt $2,750 $1,833 7.3x 4.9x 28.5x 19.0x

Cash (191) (191)

Net Debt Share Price (USD) $2,559 $1,642 6.8x 4.4x 26.5x 17.0x

Market Capitalization $1.59 151 151

Total Enterprise Value $2,710 $1,793 7.2x 4.8x 28.1x 18.6x

Clean EBITDA $375

LTM EBITDA - Capex 96

OVERVIEW OF FACILITIES

� Petroplus’ refineries are all located in northwest Europe

� Coastal refineries (such as Coryton, Antwerp and Petit

Couronne) benefit from wide crude selection and benefit from

international arbitrage opportunities

� Inland refineries (such as Cressier and Ingolstandt) have a

more restrictive crude slate (they are tied to a pipeline) but can

serve niche markets without an alternative supply

� In general, this portfolio of assets is weak

– Average refining capacity is sub-optimal

– Average complexity of ~8.0 limits the ability to produce

high-value middle distillates

� Company is shutting down and marketing Antwerp, Petit

Couronne and Cressier

� Reichstett and Teeside have already been converted to storage

facilities

Asset Geography

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facilities

� Coryton and Ingolstadt generated 52% and 22% of 2010

EBITDA, respectivelyRefining Estimated

Capacity Output Nelson Current

Refinery Location (kbbl/d) (kbbl/d) Complexity Status Acquisition

Coryton Southern UK 220,000 180,000 12.0 Operating From BP in May 2007 for $1.6 billion

Ingolstadt Southern Germany 110,000 90,000 7.3 Operating Acquired in March 2007 from Exxon Mobil for

$628 million

Antwerp Belgium 107,500 100,000 4.5 Shutting Down From Belgium Refining Corp. in June 2006 for

$551 million

Petit Couronne Northern France 161,800 120,000 7.3 Shutting Down Acquired in March 2008 from Shell, along with

Reichstett for $475 million

Cressier Switzerland 68,000 60,000 6.4 Shutting Down Acquired in May 2000 from Shell for $131

million

Reichstett Eastern FranceConverted to Storage Terminal

Acquired in March 2008 from Shell, along with

Petit Couronne for $475 million

Teesside Eastern UKConverted to Storage Terminal

Acquired in January 2001 for $110 million

MACRO CONTEXT

� In the early 2000s, decades of low profitability in refining

generated no incentive to invest in new capacity

� In 2003, capacity began to tighten driving utilization rates up

and causing margins to nearly triple by 2008

� In 2005 to 2010, over 6Mbbl/d of new distillation and

4Mbbl/d of conversion capacity was added to the global

refining system

� The 2009 recession cut approximately 5Mbbl/d from oil

demand, driving margins and utilization rates to

unprecedented lows

– In 2009, 36% of European refineries were below cash flow

breakeven

� New capacity continues to come online, with more

competitive facilities being built in emerging markets

European Refining Margins vs. Global Utilization(1)

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competitive facilities being built in emerging markets

– Spare refining capacity is anticipated to increase from

4Mbbl/d in 2011E to 7.3Mbbl/d in 2015E, driving global

utilization down to 79.0%.

– Since 2008, 2.3Mbbl/d of refineries have been closed

– Correlation between refining margins and utilization rates

have historically been strong

� US refineries continue to benefit from the “Crushing

Syndrome” to the detriment of European refiners

– Likely to continue until 2013 completion of Keystone XL

New Refinery Additions and Shutdowns(1)

___________________________________

(1) Source: UBS estimates.

COMPANY SITUATION

� Rising global capacity and weak demand has continued

to put downward pressure on crack spreads, with the

PMI down to $1.66 in the forth quarter

� The Company has also been punished on crude

acquisition costs when the Libyan crisis suddenly cut

1.2Mb/d of light sweet crude out of the market; Saudi

Arabia was slow to ramp up matching capacity

� In the second and third quarters of 2011, three of the

Companies five refineries were cash flow negative

� Petroplus violated the interest coverage covenant on the

revolving credit facility in Q4 2011, prompting lenders

to freeze the Company’s pledged bank accounts,

temporarily preventing the Company from acquiring new

crude

Petroplus Market Indicator(1)

Crude Acquisition – Premium / Discount to Brent(2)

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� Shortly after losing RCF access, the Company

announced its intention to shut down operations at Petit

Couronne, Antwerp and Cressier refineries and begin a

marketing process for the facilities

� In January, Petroplus reached a temporary agreement

with its revolving lenders to meet critical expenses and

maintain operations at the Coryton and Ingolstadt

refineries

Crude Acquisition – Premium / Discount to Brent

___________________________________

(1) PMI is a proxy refining margin for a portfolio similar to that of Petroplus. Represents a typical cracking refinery, located in Amsterdam-Rotterdam-Antwerp.

(2) Source: UBS.

HISTORICAL FINANCIALS

� The Company’s adjusted EBITDA, which represents the cash generation of the business has fluctuated significantly vs. the

“Clean EBITDA”, which excludes gains / losses on crude acquisition

– Petroplus purchases crude on a spot basis so that it can arbitrage price differential among different crude markets

– Divergence between adjusted EBITDA and clean EBITDA in 2008 demonstrates impact falling crude prices have on the

Company’s bottom line

– The Company has ~20 days of crude / feedstock inventory at any given time; as of 9/30/11 the Company’s book value of

inventory was nearly $2 billion

� Clean EBITDA margins slipped below 1% in the last two quarters as crack spreads have been compressed

Fiscal Year Ended(1) Quarter Ended

12/31/05 12/31/06 12/31/07 12/31/08 12/31/09 12/31/10 LTM 9/30/10 12/31/10 3/31/11 6/30/11 9/30/11

Revenues $4,188 $6,923 $13,905 $24,302 $14,798 $20,735 $24,430 $5,146 $5,694 $6,229 $6,013 $6,496

% Growth 65.3% 100.9% 74.8% -39.1% 40.1% 26.2%

6___________________________________

(1) Growth from 2005 – 2008 driven by acquisitions.

Material Costs (3,977) (6,377) (12,739) (23,353) (13,592) (19,406) (23,064) (4,911) (5,182) (5,703) (5,822) (6,356)

Material Margin $211 $546 $1,166 $949 $1,205 $1,329 $1,367 $235 $512 $526 $190 $139

% Margin 5.0% 7.9% 8.4% 3.9% 8.1% 6.4% 5.6% 4.6% 9.0% 8.4% 3.2% 2.1%

Operating Expenses (67) (139) (319) (491) (451) (440) (534) (107) (129) (118) (122) (165)

Personnel Expenses (56) (116) (238) (398) (351) (352) (372) (91) (85) (107) (92) (89)

Corporate Expenses (13) (37) (59) (72) (56) (43) (43) (13) (8) (12) (11) (12)

Adjusted EBITDA $75 $255 $549 ($12) $347 $494 $418 $24 $290 $288 ($34) ($126)

% Margin 1.8% 3.7% 4.0% -0.1% 2.3% 2.4% 1.7% 0.5% 5.1% 4.6% -0.6% -1.9%

Capital Expenditures (87) (69) (211) (283) (295) (293) (279) (60) (58) (64) (90) (67)

Adjusted EBITDA - Capex ($12) $187 $338 ($296) $52 $201 $139 ($37) $232 $224 ($124) ($193)

% Margin -0.3% 2.7% 2.4% -1.2% 0.4% 1.0% 0.6% -0.7% 4.1% 3.6% -2.1% -3.0%

Clean EBITDA $1,085 $155 $549 $375 $55 $190 $125 $35 $25

% Margin 4.5% 1.0% 2.6% 1.5% 1.1% 3.3% 2.0% 0.6% 0.4%

EUROPEAN PURE-PLAY REFINERY COMPARABLES

� European independent refiners have traded in a 4.5-9.5x EV/EBITDA range over the past five years, averaging 6.5x

� Presently, the comp set is trading at a median multiple of 6.7x

� Market multiples have historically moved well in advance of crack spreads.

– Market multiples peaked at 9.2x in 2007, prior to the peak of refining margins in summer 2008

– Multiples troughed at 4.2x in late 2008, almost a year before margins troughed

� Despite weakness in crack spreads, current multiples suggest the market believe crack spreads will not recover materially in

the near-term

European Refinery Comparables

Share Market Net LTM Revenue Growth EBITDA Margin TEV/EBITDA

PX Cap. Debt TEV Revenue EBITDA 2009A 2010A 2011E 2012E 2009A 2010A 2011E 2012E LTM 2011E 2012E

11.40 2,918 3,208 6,031 18,338 904 -36.8% 18.1% 41.7% 4.0% 6.4% 4.9% 3.4% 4.4% 6.7x 8.6x 6.5x

Pure-play. Owns ~260,000 bbl/d of refining assets in Finland. Market leader in Finland, #2 in Estonia and Latvia.

1.36 1,263 743 1,981 14,211 557 -37.4% 52.2% 15.3% 0.5% 6.1% 2.4% 2.7% 3.4% 3.6x 5.6x 4.4x

~85% of revenue from refining. Runs the Sarroch refinery in Italy. ~15% of Italy's refining capacity with 300,000 bbl/d.

Neste Oil Corp.

Saras S.p.A.

7

~85% of revenue from refining. Runs the Sarroch refinery in Italy. ~15% of Italy's refining capacity with 300,000 bbl/d.

7.93 2,424 3,125 5,630 12,243 627 -31.6% 17.4% 2.6% 29.7% 6.5% 6.0% 4.4% 5.0% 9.0x 11.0x 7.4x

~92% of revenue from refining. Owns 3 refineries with 325,000 bbl/d in total daily refining capacity. 7.3 average Nelson complexity.

7.32 811 1,655 2,410 11,460 545 -26.6% 46.9% 27.3% -0.2% 5.1% 4.3% 4.3% 4.0% 4.4x 5.3x 5.7x

Pure play. Operates Corinth refinery in Greece with 100,000 bbl/day in capacity.

7.76 1,008 2,104 3,099 8,120 442 -9.2% 33.5% 21.1% 7.0% 5.3% 6.2% 5.8% 5.7% 7.0x 6.6x 6.3x

95%+ of revenue from refining. Operates a refinery in Poland with 120,000 bbl/d in capacity. 10.0 Nelson Index.

10.99 1,628 1,131 2,919 5,240 148 -46.8% -15.8% 42.9% 0.3% 3.1% 2.4% 3.9% 5.3% 19.7x 7.2x 5.3x

~85% of revenue from refining. Has a JV with LUKOIL which controls the ISAB refinery in Italy with 320,000 bbl/d capacity. 9.3 Nelson Index.

11.20 4,792 2,816 8,443 30,452 1,934 -11.8% 19.4% 4.3% 7.5% 4.2% 6.9% 5.2% 4.5% 4.4x 5.4x 6.0x

~75% of revenue from refining. Manages 7 refineries (3 in Polant, 3 in Czech Republic and 1 in Lithuania). ~650,000 bbl/d capacity.

Low -46.8% -15.8% 2.6% -0.2% 3.1% 2.4% 2.7% 3.4% 3.6x 5.3x 4.4x

Mean -28.6% 24.5% 22.2% 7.0% 5.3% 4.7% 4.3% 4.6% 7.8x 7.1x 5.9x

Median -31.6% 19.4% 21.1% 4.0% 5.3% 4.9% 4.3% 4.5% 6.7x 6.6x 6.0x

High -9.2% 52.2% 42.9% 29.7% 6.5% 6.9% 5.8% 5.7% 19.7x 11.0x 7.4x

Petroplus Holdings AG 1.59 151 2,559 2,710 24,430 375 -39.1% 40.1% 15.0% -4.6% 1.0% 2.6% 1.1% 1.7% 7.2x 10.7x 6.9x

PKN Orlen

Hellenic Petroleum SA

Motor Oil Hellas

Grupa Lotos SA

ERG SpA

EUROPEAN ATLANTIC BASIN REFINERY TRANSACTIONS

� Prices for refineries have pulled back considerably since the top of the market in 2007-08

– Pembroke and Stanlow facilities sold for $185/bbl and $155/bbl

– Pembroke is a good comp for Coryton (both in UK, similar complexity and refining capacity)

� Atlantic Basin refineries are saturating the market right now, with more than 15 for sale; majors don’t appear to be interested

European Refinery M&A TransactionsRefinery Refining

Value Capacity Nelson EDC $/bbl $/bbl

Date Buyer Seller Asset ($MM) (kbbl/d) Complexity (kbbl/d) Capacity EDC

11-Mar-11 Valero Chevron Corporation Pembroke 480 220 11.8 2,596 2,182 185

18-Feb-11 Essar Energy Royal Dutch Schell Stanlow 350 272 8.3 2,258 1,287 155

16-Feb-11 IPIC Total CEPSA 5,196 527 6.6 3,478 9,860 1,494

10-Jan-11 PetroChina Ineos

Lavera;

Grangemouth 1,015 210 5.4 1,134 4,833 895

27-Oct-10 Keele Oy Shell Gothenburg 75 80 6.5 520 938 144

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27-Oct-10 Keele Oy Shell Gothenburg 75 80 6.5 520 938 144

15-Oct-10 Rosneft

Petroleos de Venezuela

SA Ruhr Oil 800 235 8.1 1,904 3,404 420

19-Jun-09 Lukoil Total SA Vlissingen 800 86 11.3 966 9,357 828

24-Jun-08 Lukoil ERG SpA Priolo 2,000 157 9.3 1,458 12,755 1,372

30-Aug-07 Murphy Oil Corporation Total S.A. Milford Haven 250 76 10.3 783 3,289 319

2-Aug-07 Basell Holdings BV; Access Royal Dutch Schell Berre 700 105 7.2 756 6,667 926

2-Aug-07 Petroplus Holdings AG Royal Dutch Schell

Petit Couronne;

Reichstett 475 239 5.5 1,315 1,987 361

1-Mar-07 BP plc Chevron Corporation Pernis 810 126 9.0 1,133 6,436 715

1-Feb-07 Petroplus Holdings AG BP plc Coryton 1,260 172 14.1 2,425 7,326 520

25-Nov-05 ConocoPhillips TransMontaigne Inc. Wilhelmshaven 1,080 275 5.1 1,403 3,927 770

10-Feb-05 Petroplus International NV

RIVR Acquisition BV;

Riverstone Holdings Antwerp; Teeside 689 240 5.2 1,248 2,871 552

Mean $5,141 $644

Median 3,927 552

POTENTIAL OUTCOMES

� Banks may be posturing for additional fees / rate or genuinely concerned with the collateral package

� The banks are in the driver’s seat and at this point and can force several outcomes:

� Scenario 1: Status Quo – Company negotiates a waiver or amendment with banks

– Syndicate primarily composed of relationship-focused banks (BNP Paribas, ING, Natixis, Commerzbank, Credit Suisse,

Fortis Bank, Societe Generale, Morgan Stanley, UBS and Deutsche Bank) that have been amenable to waivers and rate hikes

in the past

– Company would continue operating Coryton and Ingolstadt and convert other assets to storage terminals (release of working

capital would allow banks to reduce exposure)

– Noteholder Outcome: Potential for excellent recovery if situation stabilizes and claim on Coryton caps downside in the low-

thirties

� Scenario 2: Out-of-Court Restructuring – Three-way agreement is reached between Banks, Noteholders and Company in which

9

Scenario 2: Out-of-Court Restructuring – Three-way agreement is reached between Banks, Noteholders and Company in which

Notes are converted to ~90% equity in order to lighten interest burden

– Banks threaten Noteholders with acceleration if they do not equitize Notes; Noteholders comply

– Company would continue operating Coryton and Ingolstadt and convert other assets to storage terminals

– Noteholder Outcome: Noteholders lose guarantee on Coryton but gain significant option value if macro conditions improve

� Scenario 3: Bankruptcy – Petroplus is unable to reach an agreement with the banks and the Company is forced to file insolvency

proceedings in Switzerland

– It was reported that $1 billion was drawn in advance of the holidays

– Banks have no reason to put additional capital at risk for 500 – 600 bps

– Noteholder Outcome: With the exception of Coryton facility, guarantees at operating entities are structurally subordinated to

general unsecured claims; Noteholders sell Coryton and get de minimis recovery on other assets

FINANCIAL PROJECTIONS – STATUS QUO

� In each case, Coryton and Ingolstadt operate without incident through 2015 and the remaining facilities are converted into

storage terminals

� Conversion to storage facilities costs approximately $150 million and releases ~$500 million in working capital

– Base Case: Clean gross margins slowly rise to ~$9/barrel

– Conservative Case: Clean gross margins remain flat at average 2011 levels for forecast period

– Downside Case: Clean gross margins drop an additional 25%

Base Case Conservative Case Downside Case

2012E 2013E 2014E 2015E 2012E 2013E 2014E 2015E 2012E 2013E 2014E 2015E

($ millions)

Revenue 11,014 11,500 11,533 11,567 11,007 11,433 11,433 11,433 10,953 11,273 11,273 11,273

Revenue Growth (%) 4.4% 0.3% 0.3% 3.9% - - 2.9% - -

EBITDA 304 379 413 447 287 302 302 302 223 132 132 132

EBITDA Margin 2.8% 3.3% 3.6% 3.9% 2.6% 2.6% 2.6% 2.6% 2.0% 1.2% 1.2% 1.2%

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Capital Expenditure (230) (125) (125) (125) (230) (125) (125) (125) (230) (125) (125) (125)

EBITDA - Capex 74 254 288 322 57 177 177 177 (7) 7 7 7

Cash Restructuring Expense (150) - - - (150) - - - (150) - - -

Cash Interest Expense (174) (148) (141) (131) (175) (153) (153) (152) (177) (166) (179) (192)

Change in Working Capital 585 (65) (2) (2) 586 (63) - - 594 (61) - -

Cash Taxes (1) (11) (15) (19) (0) (2) (2) (3) - - - -

Free Cash Flow 334 31 131 170 318 (40) 22 23 260 (220) (171) (185)

FCF Margin % 3.0% 0.3% 1.1% 1.5% 2.9% -0.4% 0.2% 0.2% 2.4% -2.0% -1.5% -1.6%

Revolving Credit Facility 409 378 247 77 427 468 445 423 487 707 879 1,063

Notes 1,750 1,750 1,750 1,750 1,750 1,750 1,750 1,750 1,750 1,750 1,750 1,750

Total Debt 2,159 2,128 1,997 1,827 2,177 2,218 2,195 2,173 2,237 2,457 2,629 2,813

Cash (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) (200) (200)

Net Debt 1,959 1,928 1,797 1,627 1,977 2,018 1,995 1,973 2,037 2,257 2,429 2,613

Credit Statistics:

Total Leverage 7.1x 5.6x 4.8x 4.1x 7.6x 7.3x 7.3x 7.2x 10.0x 18.6x 19.9x 21.3x

Net Leverage 6.5x 5.1x 4.4x 3.6x 6.9x 6.7x 6.6x 6.5x 9.1x 17.1x 18.3x 19.7x

RECOVERY ANALYSIS – STATUS QUO

� The conservative case suggests that even if crack spreads do not improve materially, the Company can still generate

approximately $300 million in annual EBITDA

� Applying a 5.5x multiple to $300 million in EBITDA provides a high-forties bond recovery

Enterprise Value Sensitivity Noteholder Recovery ($)

EBITDA Run-Rate EBITDA EBITDA Run-Rate EBITDA

Multiple $150 $225 $300 $375 $450 Multiple $150 $225 $300 $375 $450

4.5x $675 $1,013 $1,350 $1,688 $2,025 4.5x - $204 $541 $879 $1,216

5.0x 750 1,125 1,500 1,875 2,250 5.0x - 316 691 1,066 1,441

5.5x 825 1,238 1,650 2,063 2,475 5.5x 16 429 841 1,254 1,666

6.0x 900 1,350 1,800 2,250 2,700 6.0x 91 541 991 1,441 1,750

6.5x 975 1,463 1,950 2,438 2,925 6.5x 166 654 1,141 1,629 1,750

7.0x 1,050 1,575 2,100 2,625 3,150 7.0x 241 766 1,291 1,750 1,750

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7.0x 1,050 1,575 2,100 2,625 3,150 7.0x 241 766 1,291 1,750 1,750

Noteholder Recovery (% of Par) Shareholder Recovery (Implied Share Price)

EBITDA Run-Rate EBITDA EBITDA Run-Rate EBITDA

Multiple $150 $225 $300 $375 $450 Multiple $150 $225 $300 $375 $450

4.5x - 11.6% 30.9% 50.2% 69.5% 4.5x - - - - -

5.0x - 18.1% 39.5% 60.9% 82.3% 5.0x - - - - -

5.5x 0.9% 24.5% 48.1% 71.6% 95.2% 5.5x - - - - -

6.0x 5.2% 30.9% 56.6% 82.3% 100.0% 6.0x - - - - 1.48

6.5x 9.5% 37.3% 65.2% 93.1% 100.0% 6.5x - - - - 3.84

7.0x 13.8% 43.8% 73.8% 100.0% 100.0% 7.0x - - - 0.69 6.21

FINANCIAL PROJECTIONS – OUT-OF-COURT RESTRUCTURING

� Out-of-Court restructuring assumes Notes are converted to 90% equity; existing shareholders retain remaining 10%

� Coryton and Ingolstadt operate as refineries and other assets are converted to terminals

� Case assumptions same as Status Quo case

� Interest burden is lightened by ~$125 million

Base Case Conservative Case Downside Case

2012E 2013E 2014E 2015E 2012E 2013E 2014E 2015E 2012E 2013E 2014E 2015E

($ millions)

Revenue 11,014 11,500 11,533 11,567 11,007 11,433 11,433 11,433 10,953 11,273 11,273 11,273

Revenue Growth (%) 4.4% 0.3% 0.3% 3.9% - - 2.9% - -

EBITDA 304 379 413 447 287 302 302 302 223 132 132 132

EBITDA Margin 2.8% 3.3% 3.6% 3.9% 2.6% 2.6% 2.6% 2.6% 2.0% 1.2% 1.2% 1.2%

Capital Expenditure (230) (125) (125) (125) (230) (125) (125) (125) (230) (125) (125) (125)

EBITDA - Capex 74 254 288 322 57 177 177 177 (7) 7 7 7

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EBITDA - Capex 74 254 288 322 57 177 177 177 (7) 7 7 7

Cash Restructuring Expense (150) - - - (150) - - - (150) - - -

Cash Interest Expense (110) (11) - - (111) (16) (8) - (113) (29) (32) (35)

Change in Working Capital 585 (65) (2) (2) 586 (63) - - 594 (61) - -

Cash Taxes (7) (24) (29) (32) (6) (16) (17) (18) (1) - - -

Free Cash Flow 391 154 257 288 376 82 152 160 323 (83) (25) (27)

FCF Margin % 3.6% 1.3% 2.2% 2.5% 3.4% 0.7% 1.3% 1.4% 2.9% -0.7% -0.2% -0.2%

Revolving Credit Facility 351 197 - - 369 286 134 - 424 507 531 559

Notes - - - - - - - - - - - -

Total Debt 351 197 - - 369 286 134 - 424 507 531 559

Cash (200) (200) (260) (548) (200) (200) (200) (226) (200) (200) (200) (200)

Net Debt 151 (3) (260) (548) 169 86 (66) (226) 224 307 331 359

Credit Statistics:

Total Leverage 1.2x 0.5x 0.0x 0.0x 1.3x 0.9x 0.4x 0.0x 1.9x 3.8x 4.0x 4.2x

Net Leverage 0.5x NM NM NM 0.6x 0.3x NM NM 1.0x 2.3x 2.5x 2.7x

RECOVERY ANALYSIS – OUT-OF-COURT RESTRUCTURING

� Converting to equity provides Noteholders the opportunity to earn strong upside if crack spreads improve, with the possibility

of a poor recovery (and no asset guarantees) in a downside case

� Purchase price of 45% provides 3.2x cash-on-cash return in the base case, 2.0x in a conservative case and 0.3x in a downside

case

Base Case Exit Analysis Cash on Cash Return @ 5.0x 2015E EBITDA Multiple

Exit Multiple 5.0x 2015E Case EBITDA

2015E EBITDA 447 Base Conservative Downside

Implied TEV $2,233 65.0% 2.2x 1.4x 0.2x

Plus: Cash 548 60.0% 2.4x 1.5x 0.3x

Less: RCF Claims - 55.0% 2.6x 1.6x 0.3x

Equity Value $2,780 50.0% 2.9x 1.8x 0.3x

Noteholder Equity Owned 90.0% 45.0% 3.2x 2.0x 0.3x

Equity Value for Noteholders $2,502 40.0% 3.6x 2.2x 0.4x

35.0% 4.1x 2.6x 0.4xNo

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35.0% 4.1x 2.6x 0.4x

Purchase Price (%) 45.0%

Outstanding 1,750

Purchase Price ($) 788

Cash on Cash Return 3.2x

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RECOVERY ANALYSIS – BANKRUPTCY

Petroplus Holdings AG

(Switzerland)

Shareholders

Operating Assets

Guarantor

Petroplus Finance Limited (Bermuda)

Senior Secured Convertible Bonds Due 2015

� Bankruptcy proceedings would likely take place in Switzerland

– Corporate tax rate of 10% suggests all profits are generated by a Swiss entity (Petroplus Marketing AG)

– Company is incorporated in Switzerland and has its headquarters there

� Swiss bankruptcy law heavily favors secured creditors; typically an administrator is appointed and the assets are distributed

� Critically, Noteholders do not have direct guarantee on any subsidiary with refining assets except for Petroplus Refining &

Marketing, which owns Coryton

� Significant labor and severance claims are expected to flow from Petit Couronne to Petroplus Marketing AG, potentially negating

value from other operating subsidiaries

� In this environment, Coryton is estimated to be worth ~$500(1), providing a recovery of 29 to the Notes

14

(Switzerland)Operating Assets Senior Secured Convertible Bonds Due 2015

Petroplus Finance 3 Limited (Bermuda)

Senior Notes 2014

Senior Notes 2017

Senior Notes 2019

Petroplus International B.V.

(Netherlands)

Petroplus Marketing AG

(Switzerland)

Revolving Credit Facility

Petroplus Finance 2 Limited

(Bermuda)`

Petroplus Refining & Marketing

(United Kingdom)

Coryton refinery

Petroplus Holdings

France SAS (France)

Cressier refinery

Teesside terminal Reichstett terminal Petit Couronne refinery

Antwerp refinery Ingolstadt refinery

2019 Senior Note Intercompany Loans ($90MM)

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(1) Based on EDC of ~$190 $/bbl and conversations with sell-side analysts.