We are ready to grow annual report 2007 KateŘina tyllerová Internal communication specialist, UNIPETROL, a.s. Annual Report 2007 UNIPETROL, a.s. We invest in the future To reach our goal and become a great company will depend on people and require some time. Front-page: DAVID MAREK, health and safety department specialist, UNIPETROL RPA, s.r.o. 2 3 Table of Content 4 Mission, vision and objectives 18 Letter from the Chairman of the 38 Management Report of the UNIPETROL Group Supervisory Board 67 The Company and its surroundings 5 Profile 20 Expected development, strategy and 78 Structure of the Group 8 Key financial data for the Group plans 84 Ownership interests 10 Highlights of the year 24 Company’s governing bodies and 12 Interview with the Chairman management Annual Report 2007 closing date: 29 April 2008 Through our activities we strive for ongoing and long-term growth of value for our shareholders. We aim to achieve this by focusing on three strategic business segments: Petrochemical production Motor Crude oil fuel retail processing and wholesale of refinery products 3 Annual Report 2007 UNIPETROL, a.s. 94 Complementary information as 147 Consolidated balance sheet 207 Explanatory Report required by the Act on Business 201 Report on Relations between 209 Terms and abbreviations used Activities on the Capital Market controlling and controlled parties 211 Identification and contact information 106 Auditor’s report for the shareholders and relations between the controlled of UNIPETROL, a.s. party and other companies controlled 109 Non-consolidated income statement by the same controlling party Mission We will always offer our customers the best quality products and services. All our operations are based on the principles of best available practices of corporate governance and operating excellence, with a focus on care for our employees and environmental protection. 4 5 Mission, vision and objectives of the UNIPETROL Group PrinciPal objectives The UNIPETROL Group observes The Code of Conduct is linked to the laws, directives, internal policies, and applicable laws of the Czech Republic Our company’s principal objectives for ethical values in all business areas. and internal policies of the company and 2008 are to: We respect international, national defines the basic rules of conduct for Complete the change of Corporate and local regulations–those that are UNIPETROL employees. Governance, primarily in terms of splitting directly binding as well as those to UNIPETROL RPA into a commercial which we commit voluntarily, such as company and a production company; gain the principles of corporate governance. aPPlication of corPorate full control over PARAMO and integrate it These are primarily provisions that set governance rules in the current structure; and optimise sales out safety and environmental standards channels (by completing the restructuring for facilities and their operation, The UNIPETROL Group consistently of UNIPETROL TRADE); describing the requirements for the pursues long-term and transparent Complete investments in the intensification quality of products and services, defining relationships with shareholders and of petrochemical production and refinery conduct in markets, and regulating investors as part of its strategic conversion units (FCC); conduct and practices. The UNIPETROL objectives and in accordance with its Complete the re-branding of the existing Group considers it to be its priority to Business Plan. Corporate governance retail network and launch the DODO observe such standards and operate of UNIPETROL is based on the (Dealer Owned – Dealer Operated) fuel exclusively within their limits, although recommendations of the Corporate filling station project; this framework may be changing Governance Code, and the company has Prepare strategies for polyolefins, energies, constantly. carried out its provisions in all material transport and research and development. respects. Beyond the scope of the The conduct of UNIPETROL employees statutory obligations, it is our intention is always and under all circumstances to maintain a meaningful and open code of conduct legal, ethical, transparent, and compliant dialogue with all capital market players with the law and UNIPETROL values. to enable everyone to independently The members of the UNIPETROL Group All procedures and activities are based assess UNIPETROL’s performance and are aware of their responsibility to all on the best practices of corporate future strategy. the stakeholders – their employees, governance and operating excellence customers, shareholders, trade and social and emphasise safety and environmental partners, and the public. Therefore, protection. All customers (external and with the Code of Conduct we commit internal) of the UNIPETROL Group have to clear principles, which form the basis the right to the best quality products and for our business and social conduct and services respecting ethical principles. for forming corporate culture in the UNIPETROL Group companies. 5 Annual Report 2007 UNIPETROL, a.s. the group’s major companies in 2007 Profile were the following subsidiaries: as at 31 December 2007 UNIPETROL RPa, s.r.o. BENZINa, s.r.o. ČESKÁ RaFINÉRSKÁ, a.s. PaRaMO, a.s. The UNIPETROL Group operates shareholders owned the rest of the 2007 refineries and petrochemical production shares. Under the original concept, the The KAUČUK subsidiary was sold facilities and sells and distributes fuels State’s interest in the company was to to Firma Chemiczna Dwory of Poland. in the Czech Republic and the Central be privatised. A new subsidiary, UNIPETROL European region. The Group companies UNIPETROL gradually integrated SERVICES, started operations. focus primarily on the production and KAUČUK, CHEMOPETROL, BENZINA, UNIPETROL DOPRAVA, BENZINA and sale of refinery products, chemical PARAMO, KORAMO, ČESKá PETROTRANS changed their legal form and petrochemical products, polymers, RAFINéRSKá, UNIPETROL TRADE, from public limited companies to limited fertilizers, and specialty chemicals. SPOLANA and UNIPETROL RAFINéRIE liability companies. The Group also operates its own public companies. Butadien Kralupy was founded, its transport services and finances in-house shareholders being UNIPETROL (51%) research and development. UNIPETROL 1996 and KAUČUK (49%). is the leading refinery and petrochemical The refineries of CHEMOPETROL in The CHEMOPETROL and UNIPETROL group in the Czech Republic and Litvínov and of KAUČUK in Kralupy RAFINéRIE subsidiaries were combined a major player in Central and Eastern were demerged and included in ČESKá with UNIPETROL RPA. Europe; since 2005 it has been part of RAFINéRSKá. UNIPETROL purchased shares Central Europe’s largest refining and representing a 0.225% interest in the petrochemical group, PKN ORLEN. 2003 share capital of ČESKá RAFINéRSKá KORAMO and PARAMO merged, from CONOCOPHILLIPS. with PARAMO becoming the successor UNIPETROL acquired 14.51% of Historical milestones company. PARAMO shares from MEI Group From that year on, ČESKá RAFINéRSKá companies. 1994 has operated as a processing refinery, or The largest maintenance shutdown The formation of UNIPETROL, a.s. cost centre of its processors. in the company’s history took place. fulfilled one of the conceptual AGROBOHEMIE and Synthesia objectives of the privatisation of 2004 shares were sold under a share purchase the Czech petrochemical industry. Agreement on the sale of 63% of agreement between UNIPETROL and UNIPETROL was intended to combine UNIPETROL shares was executed DEZA. The transaction included an out- selected Czech petrochemical firms between PKN ORLEN and the National of-court settlement of disputes between in a group capable of competing with Property Fund. UNIPETROL and DEZA. strong international groups. With 63% of the shares, the Czech State was 2006 the company’s majority shareholder, Majority interest in the SPOLANA represented by the National Property subsidiary was sold to Zaklady Azotowe Fund. Investment funds and minority ANWIL of Poland. 6 7 josef drenčKo Ethylene unit operator, UNIPETROL RPA, s.r.o. 7 Annual Report 2007 UNIPETROL, a.s. We have also increased the capacity of the ethylene unit. This is the basis for all forthcoming upscale projects in the petrochemical segment 8 9 Key financial data for the Group Item 2007 2006 2005 2004 Structure of assets and liabilities (CZK thousand) Total assets 66,139,764 71,906,988 76,441,640 72,143,595 Fixed assets 38,011,914 39,781,307 48,989,591 47,859,137 Current assets 28,127,850 32,125,681 27,452,049 24,284,458 Equity 42,138,069 41,160,194 39,695,630 33,421,531 Liabilities 24,001,695 30,746,794 36,746,010 38,722,064 Profit/loss structure (CZK thousand) Revenues 88,778,515 93,698,270 80,946,337 71,097,589 EBITDA (EBIT + depreciation) 8,321,361 7,825,742 9,505,133 11,919,030 Operating profit (EBIT) 4,825,552 3,779,929 5,279,069 5,846,248 Income tax -652,352 -1,496,389 -893,876 -1,210,723 Profit attributable to the parent company’s shareholders 1,221,140 1,599,827 3,428,573 3,639,453 Dividend paid out 0 0 0 0 Financial ratios ROACE 8.40% 6.23% 7.90% 9.00% Earning per share (CZK) 6.73 8.82 18.92 20.07 Net debt/equity 3.65% 12.00% 30.10% 51.80% CZK/USD – end of period 18.081) 20.88 24.59 22.37 CZK/EUR – end of period 26.621) 27.50 29.01 30.47 1) Exchange rate as at 31 December 2007, www.cnb.cz Note: EBIT: Earnings before interest and tax = operating profit EBITDA: Earnings before interest, tax, depreciation and amortisation 9 Annual Report 2007 UNIPETROL, a.s. equity (cZK thousand) 2004 33,421,531 2005 39,695,630 2006 41,160,194 2007 42,138,069 revenues (cZK thousand) 2004 71,097,589 2005 80,946,337 2006 93,698,270 2007 88,778,515 net debt/equity (%) 2004 51.80 2005 30.10 2006 12.00 2007 3.65 10 11 Highlights of the year january june 19 JULy 2007 Following UNIPETROL’s internal 1 JaNUaRy 2007 28 JUNE 2007 memorandum of 30 January 2007 on The Shared Service Centre (SSC), The Annual General Meeting took place.