INFORMACIÓN PRELIMINAR FUEL FOR MERGER INITIATIVE GROWTH PRELIMINARY INFORMATION.

INFORMACIÓN PRELIMINAR

FUEL FOR

MERGERINITIATIVE

GROWTH

PRELIMINARY INFORMATION


WARNING

WARNING: The content of this presentation is preliminary and, consequently, subject to eventual modifications until the definite merger agreement of the companies involved is made available to shareholders. The implementation of the fusion structure presented in this document shall require compliance with the procedures and obtaining the corresponding legal and corporate authorizations. This document is presented for information only. After having evaluated at his sole discretion the information presented here, any decision made is the sole responsibility of the recipient.



AUTHORIZE THEEXPLORATION OF

THECORPORATE

REORGANIZATION

Boards of Directors

1 2LEAD THE MERGER

INITIATIVE AND HIRE INDEPENTENT

ADVISORS

Administrations

3PROVIDE ADVICE ON

FINANCIAL AND LEGAL ASPECTS, RESPECTIVELY

Independent Advisors

BACKGROUND



PURPOSE OF THE MEETING

ORGANIZACIÓN TERPEL

TODAY1

12

REASONS AND ATTRIBUTES FOR MERGING THE COMPANIES

3 IMPLICATIONS OF THE MERGER

CLOSING COMMENTS AND NEXT STEPS4



MOBILIZING GROWTH

MORE THAN

45YEARS

1968 1971-1993 2004-2008

2014

TERPEL IS BORN IN B/MANGA

CREATION OF TERPEL REGIONAL

OFFICESACQUISITIONS AND OTHER BUSINESSES

CHANGE OF

CONTROL

2001

CREATION OF SIE, INTEGRATING 75%

OF TERPEL’S REGIONAL OFFICES

2009

CREATION OF PROENERGÍA TO ADMINISTER THE

PROMIGAS INVESTMENT IN SIE

2013

ISSUANCE OF AAA BONDS

FINALIZATION OF THE TERPEL

CONSOLIDATION PROCESS

TERPEL DEL

CENTRO

2010




TODAYCOP

480 Billion

A MULTI – LATIN COMPANYPresence in

6 countries

COP

12Trillion

44.7% in

Colombia

COP

72 Billion

2,230 Service Stations

81 Stores

Information provided by OT. * Consolidated figures that exclude Peru and Chile.

2012 INCOMEOT AND SUBSIDIARIES*

2012 EBITDAOT AND SUBSIDIARIES*

POINTS OF SALESOT AND SUBSIDIARIES AS OF SEPT/2013*

2012 DIVIDENDS

MARKET SHARETOTAL FUELS AS OF MAY/2013 (WITHOUT LUBRICANTS)



QUALITATIVE ATTRIBUTES


BUSINESS STRATEGY OF

PARTNER COUNTRY, FRAMED

IN SUSTAINABILITY

BUSINESS STRATEGY OF

PARTNER COUNTRY, FRAMED

IN SUSTAINABILITY

TODAY

2,237 QUALITY

EMPLOYEES*

2,237 QUALITY

EMPLOYEES*

HIGH CREDIBILITY IN BANKING AND CAPITAL

MARKETS

HIGH CREDIBILITY IN BANKING AND CAPITAL

MARKETS

THE

TERPEL BRAND IS IN THE MIND OF ITS CLIENTS AND USERS

THE TERPEL BRAND IS IN THE HEART OF

COLOMBIANS AND IS BEGINNING TO WIN SPACE IN THE HEART OF

CLIENTS AND USERS IN OTHER COUNTRIES

THE TERPEL BRAND IS IN THE HEART OF

COLOMBIANS AND IS BEGINNING TO WIN SPACE IN THE HEART OF

CLIENTS AND USERS IN OTHER COUNTRIES

FIRST PLACE IN

FUELDISTRIBUTION

FIRST PLACE IN

FUELDISTRIBUTION

* Direct and Indirect EmployeesPRELIMINARY INFORMATION


OPERATIONAL AND FINANCIAL PERFORMANCE IN FIGURES INCOME

2,163 EDS y 1,828 MM gls sold in

2,107 Service Stations y 1,466 MM gls sold in

COMPOUND ANNUAL GROWTH 2009-2012:

Average EBITDA margin2009 – 2012:

4.7%

EBITDA

2009

2012

TRILLION PESOS

BILLION PESOS

19%

COMPOUND ANNUAL GROWTH 2009-2012:

8%Source: OT. Figures exclude Peru and Chile.



DIVIDENDS DISTRIBUTED TO SHAREHOLDERS

IN FIGURES

DIVIDEND PER OT SHARE in PESOS

990.02 614.85 521.06 375.55

2009 2010 2011 2012

2012 Percentage of dividend distribution:

55.9%

2012 Percentage of dividend distribution:

55.9%distributed to shareholders since 2009

COP

480 Billion

NET PROFIT Billion PesosAverage Net

Margin2009-2012:

2.0%

Source: OTPRELIMINARY INFORMATION



3 IMPLICATIONS OFTHE MERGER


REASONS AND ATTRIBUTES FOR MERGING

THE COMPANIES2

ORGANIZACIÓN TERPELTODAY

1



TODAY AFTER

TERPEL DEL CENTRO S.

A.

28.46%

AND SUBSIDIARIES

SH

AR

EH

OLD

ER

S

100.0%

52.79%

47.21%

44.89%

67.41%

28.46%

20.50%

34.61%

4.13%

TOWARD A CLEAR AND SIMPLE CORPORATE STRUCTURE

100 %

AND SUBSIDIARIESS

HA

REH

OLD

ER

SPRELIMINARY INFORMATION


WHY MERGE?

STRATEGICRATIONALE

QUALITATIVE ATTRIBUTES

Corporate Simplification

BEFORE

AFTER

4Companies

Inscribed in RNVE

2

Listed in the BVC

1

Operating

13

Listed Operatin

g Compan

y

Sole Management Center

1Board of Directors

Administration

1A single operating company distributes the dividends

Direct Glow of Dividends






1

OF THE MERGER

IMPLICATIONS

2REASONS AND ATTRIBUTES FOR MERGING THE COMPANIES

3



ALL SHAREHOLDERS WOULD HAVE DIRECT OWNERSHIP IN THE

OPERATIONAL ASSETS

THE FOCUS OF THE ORGANIZACIÓN TERPEL

STRATEGY WILL CONTINUE BEING

GROWTH

THE TOTALITY OF THE SHARES OF THE

MERGED ENTITY WOULD BE LISTED IN THE BVC

THE EQUITY SITUATION OF EACH

SHAREHOLDER WILL REMAIN UNCHANGED

IMPLICATIONS OF THE MERGER



SHAREHOLDER CONDITIONS

ARE IMPROVEDALL SHAREHOLDERS MAY

TRADE THEIR SHARES IN

THE COLOMBIAN STOCK EXCHANGE

ALL SHAREHOLDERS MAY

TRADE THEIR SHARES IN

THE COLOMBIAN STOCK EXCHANGE

THE SHAREHOLDERS OF THE MERGED ENTITY WOULD BE A MORE

ATTRACTIVE

ADMISSIBLE GUARANTEE

THE SHAREHOLDERS OF THE MERGED ENTITY WOULD BE A MORE

ATTRACTIVE

ADMISSIBLE GUARANTEE

POTENTIAL TO GENERATE

ADMINISTRATIVE AND FINANCIAL

SAVINGS IN THE MERGED ENTITY

POTENTIAL TO GENERATE

ADMINISTRATIVE AND FINANCIAL

SAVINGS IN THE MERGED ENTITY

THE UNIFICATION OF ALL SHAREHOLDERS WOULD

INCREASE THE

FLOATING SHARES*

THE UNIFICATION OF ALL SHAREHOLDERS WOULD

INCREASE THE

FLOATING SHARES*

• Floating Shares: The number of shares in the hands of investors without controlling interest

(those with a participation of less than 1% or those considered institutional investors).

THE DIVIDENDS ARE DIRECTLY DISTRIBUTED BY THE

COMAPNY THAT GENERATES THEM

THE DIVIDENDS ARE DIRECTLY DISTRIBUTED BY THE

COMAPNY THAT GENERATES THEM



AFTER

THERE WOULD BE MORE FLOATING SHARES IN THE STOCK MARKET

TODAY

TERPEL DEL CENTRO

IN T

HE S

TO

CK

M

AR

KET

UN

LISTED

819**SHAREHOLDERS

585**SHAREHOLDERS

303**SHAREHOLDERS

+1,700SHAREHOLDER

S

A SOLE COMPANY LISTED IN THE STOCK

MARKET WITH

34**SHAREHOLDERS

* Floating Shares: The number of shares in the hands of investors without controlling interest (those with a participation of less than 1% or those considered institutional investors).** Number of shareholders as of September 2013.





1

CLOSING COMMENTS AND NEXT STEPS

2REASONS AND ATTRIBUTES FOR MERGING THE COMPANIES

4

3 IMPLICATIONS OF THE MERGER



The DIVIDEND policy will not be modified

The

CONSOLIDATION process of the Terpel Regional

Offices will be finalized

The EQUITY SITUATION of all shareholders will remain

unchanged

A larger number of floating shares would offer

elements to increase the

NEGOTIABILITY of the share

Organización Terpel’s

FLEXIBILITY AND FINANCIAL

STRENGTH are conserved*

CLOSING COMMENTS

The corporate purpose and

the GROWTH STRATEGY will not be

modified

* According to OT estimations, the credit rating would remain unchanged.PRELIMINARY INFORMATION


TENTATIVE DATES

APPROVAL IN BOARDS OF DIRECTORS

AND SUMMONS TO SHAREHOLDER ASSEMBLIES

REQUEST TO AUTHORIZE THE

MERGER AND INSCRIPTION

WITH THE OFFICE OF THE

COLOMBIAN FINANCE

SUPERINTENDENT

APPROVAL IN SHAREHOLDER ASSEMBLIES

NEXT STEPS

PERFECTION OF THE MERGER

AND REGISTRATI

ON WITH THE

CHAMBER OF

COMMERCE



THANK YOU

WE INVITE YOU TO CONTINUE

BEING PART OF A COMPANY

WITH A SUCCESSFUL HISTORY OF

GROWTH


INFORMACIÓN PRELIMINAR FUEL FOR MERGER INITIATIVE GROWTH PRELIMINARY INFORMATION.

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