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Viva Energy Group Limited

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FY2023 Annual Report · Viva Energy Group Limited
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Annual Report 
2023

Helping people reach their destination 

Viva Energy Australia
A leading retail, industrial and energy 
business with a history spanning 
more than 120 years in Australia.

• Largest single-branded, company-operated retail network  

in Australia

• Leading positions in key commercial sectors, supported  

by deep customer relationships

• Nationwide infrastructure connected to key markets,  

backed by Geelong Refinery and international capability  
of Vitol

Our purpose

Helping people reach their destination

Across every part of our business, our enduring goal is to  
‘help people reach their destination’. We do this by providing  
the products and services that help people get around and  
deliver business outcomes, and by supporting our employees  
and contractors to reach their career aspirations. 

Our values
Our values guide our people in what we stand for and how  
we go about our business. They help us make difficult decisions  
and shape the way we interact with each other, our customers,  
our suppliers and our broader community stakeholders. 

Integrity

The right thing always

Responsibility

Safety, environment, our communities

Curiosity

Commitment

Respect

Be open, learn, shape our future

Accountable and results focused

Inclusiveness, diversity, people

Contents

2023 Reporting suite 

Our year at a glance 

Chairman and Chief Executive Officer’s report 

A leading diversified Retail, Commercial  
and Energy company 

Convenience & Mobility 

Commercial & Industrial 

Energy & Infrastructure 

Our approach to sustainability 

Sustainability performance 

Climate change and the energy transition 

Health, safety, security and environment (HSSE) 

Our people and community 

Board of Directors 

Executive Leadership Team 

Risk management 

Operating and financial review 

Remuneration Report 

Directors’ Report 

Auditor’s independence declaration 

Financial Report 

Consolidated financial statements 

Notes to the consolidated financial statements 

Directors’ declaration 

Independent auditor’s report 

Disclosures 

Independent assurance statement 

Glossary and definitions 

Additional information 

Historical information 

Corporate directory 

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01

Viva Energy Group Limited – Annual Report 20232023 Reporting suite

About this Annual Report
This Annual Report contains information on the operations, activities and  
performance of the ‘Viva Energy Group’ for the year ended 31 December 2023  
and its financial position as at 31 December 2023. 

The Viva Energy Group comprises Viva Energy Group Limited (ACN 626 661 032)  
(the ‘Company’) and its controlled entities. In this Annual Report, references to  
‘we’, ‘us’, ‘our’, and ‘Group’ are references to the Viva Energy Group. 

PwC was engaged to provide limited assurance over selected Sustainability subject  
matter within this Annual Report. Refer to PwC’s limited assurance opinion on  
page 136 for further details.

Printed copies of this Annual Report will be posted to those shareholders who have 
requested to receive one. It is also available at www.vivaenergy.com.au.

Additional information
We produce a suite of reports to meet the needs and interests of a wide range of stakeholders. 

Our sustainability reporting will be released prior to our Annual General Meeting.  
It provides stakeholders with detailed sustainability disclosures, including performance  
against our sustainability priorities. 

Once released, the following documents will be available at www.vivaenergy.com.au 

•  2023 Corporate Governance Statement

•  2023 Sustainability Report

•  2023 Sustainability Data Supplement

•  2023 Modern Slavery Statement

•  2023 Taxes Paid Report

Acknowledgement
Viva Energy acknowledges and pays respect 
to the past, present and emerging Traditional 
Custodians and Elders of this nation and the 
continuation of cultural, spiritual and educational 
practices of Aboriginal and Torres Strait Islander 
peoples. We particularly pay respects to the 
Traditional Custodians of the land, across the 
nation where we conduct business.

Title: Wa-ngal yalinguth, yalingbu, yirramboi.
Created by: Dixon Patten, Yorta Yorta and Gunnai,  
Bayila Creative.

02

Viva Energy Group Limited – Annual Report 2023Our year at a glance

Financial Performance

Safety, Environment and People1

$712.8M
Group Underlying EBITDA 
(RC) (2022: $1.076B)

$318.2M
Underlying NPAT (RC)  
(2022: $596.6M)

7.20
Total Recordable 
Injuries Frequency Rate  
(2022: 6.34)

46%
Female representation 
in our Senior  
Leadership Group  
(Target:40%)

$232.2M Convenience  
& Mobility EBITDA (RC)

$447.5M Commercial  
& Industrial EBITDA (RC)

$65.4M Energy & 
Infrastructure EBITDA (RC)

($32.3M) Corporate 
EBITDA (RC)

15.6¢
2023 Dividend per share, 
fully franked  
(2022: 27¢)

12
Serious Injuries (2022: 6)

78%
Employee engagement  
(2022: 72%)

$199.1M
Underlying Free  
Cash Flow  
(2022: $522.0M)

Process Safety Events
1
API Tier 1 
(2022: 1)

2
API Tier 2 
(2022: 5)

6
Significant spills (>1,000kg)  
(2022: 4)

Strategic Highlights

Set out our aspiration to 
grow EBITDA (RC) to $500 million 
in both our Convenience & Mobility and Commercial  
& Industrial businesses, and to deliver a mid-cycle of 
$250 million EBITDA (RC) from Energy & Infrastructure

Completed the acquisition  
of Coles Express
which combines Australia’s largest fuel and convenience 
network under a single operator, providing a platform  
for growth

Executed a strategically significant contract  
with the Department of Defence to 
supply aviation, marine and 
ground fuel to the Australian 
Defence Force

Completed the acquisition of Skyfuel Australia 
growing our regional airport presence and  
customer solutions offering, and signed  
a long-term contract to become the  
national fuel supply partner for 
the Royal Flying Doctors Service

Secured Australian Competition and Consumer 
Commission (ACCC)  
approval for the acquisition  
of OTR Group 
advancing our strategy to becoming Australia’s leading 
convenience retailer by the opportunity to extend its 
world-class convenience offering and systems

Announced plans to commission infrastructure  
to support the introduction of waste and  
biogenic feedstocks to 
produce lower carbon fuels  
and recycled plastics

Established the new/interim convenience brand  
and commenced rebranding, with 
12 stores now trading as  
Reddy Express2

1.  All metrics reflect Viva Energy Group performance unless otherwise 

stated. Significant variances between 2022 and 2023 may be attributed 
to the acquisition of the Coles Express business (subsequently named 
Viva Energy Retail, post-acquisition) in 2023. Data from Viva Energy 
Retail applies from 1 May 2023.

2.  At January 2024.

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03

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chairman and Chief Executive Officer’s report

The Company acquired the Coles Express 
Convenience Retailing business and commenced 
its integration, providing a platform for growth in  
the attractive convenience sector. The OTR Group 
acquisition was announced, with completion 
anticipated in the first half of 20241.

Robert Hill 
Chairman

Scott Wyatt 
Chief Executive Officer

Setting the foundations for future growth

Dear Shareholders,

2023 was a transformational year for our Company with the 
acquisition of Coles Express and OTR Group1 providing the 
platforms to establish Viva Energy as the leading convenience 
retailer in Australia. Together with the continued diversification 
of our Commercial & Industrial business and development  
of new energy opportunities in hydrogen, lower carbon 
fuels and recycled waste, we are establishing foundations 
to maintain growth and successfully manage the energy 
transition. These strategies were shared with investors  
in November last year.

Following a record result in FY2022, Viva Energy delivered 
another strong performance despite continued volatility in 
energy markets and cost of living pressures. Our commercial 
business generated record earnings, leveraging its high-
touch customer focus, deep network positions and diversified 
specialty products suite. The retail business delivered a solid 
contribution despite demand impacts from rising cost of living.  

Although our refining operations were set back by a delay 
to a major turnaround and damage to a unit caused by a 
contractor crane failure, regional margins remained elevated, 
and our team members responded well by maintaining  
steady supply to our markets.

On the strategic front, Viva Energy took major steps to advance 
its Convenience & Mobility strategy. The Company acquired 
the Coles Express Convenience Retailing business and 
commenced integration, providing a platform for growth in 
the attractive convenience sector. The OTR Group acquisition 
was announced, with completion anticipated in the first half  
of 20241. OTR is a world-class convenience retailer that unlocks 
a significant growth opportunity through its sophisticated 
offering, advanced systems and substantial synergies.

Together, these acquisitions will establish Viva Energy as 
the leading convenience retailer in Australia, supported by 
more than 14,000 employees across the Group, which places 
Viva Energy as one of the top 20 private sector employers 
nationwide. Through OTR’s offering, our retail business is set 
to transform from a fuel retailer into a leading convenience 
retail destination, with more than 1,000 stores across an 
extensive national network1. As outlined at our Investor Day  
in November, we aim to grow earnings in this business to 
more than $500 million over the next five years.

1.  Subject to Foreign Investment Review Board (FIRB) approval.

04

Viva Energy Group Limited – Annual Report 2023

Viva Energy’s other businesses made steady progress in  
their strategic objectives. Commercial & Industrial acquired 
smaller businesses, expanding its regional presence and 
specialty products and services offering. We were proud 
to secure the Australian Defence Force contract to supply 
aviation, marine and ground fuel. The Geelong Refinery  
was critical to this contract, cementing Viva Energy’s role  
in providing energy security to Australia.

During the year, we invested heavily in the Geelong Refinery to 
produce ultra-low sulphur gasoline from 2025. We announced 
our intention to build infrastructure to receive and process 
waste feedstocks, providing the opportunity to reduce the 
carbon intensity of our fuels. We also distributed sustainable 
aviation fuel (SAF) for the first time, collaborating with 
manufacturers and using our extensive supply network  
and operational expertise. 

In conclusion, 2023 was a transformational year for Viva Energy  
that sets it up for strong growth in the years ahead. We are 
focused on delivering the strategic objectives we laid out  
at our Investor Day, which we believe will add significant  
value to the Company.

2023 Performance
Group underlying EBITDA (RC) was $713 million in 2023, 
compared to the record $1.1 billion in 2022. Sales volumes 
grew to more than 5% above pre-pandemic (2019) levels, 
driven by a record performance in the Commercial & Industrial 
business with EBITDA (RC) increasing 33% to $448 million. 
Convenience & Mobility delivered EBITDA (RC) of $232 million, 
above its three-year average despite rising cost of living 
pressures. Energy & Infrastructure contributed EBITDA (RC) 
of $65 million. While regional refining margins were elevated 
throughout the year, performance was heavily impacted by 
the major maintenance turnaround and the damage caused 
by a contractor crane failure.

We are focused on delivering the strategic 
objectives we laid out at our Investor Day, 
which we believe will add significant  
value to the Company.

More than 700 additional workers joined the team at Geelong 
Refinery to carry out the major maintenance works during 
the second quarter, and approximately 6,000 employees 
joined the Convenience & Mobility business from 1 May 2023, 
following completion of the Coles Express acquisition.  
In the context of these significant changes and increase  
in operational activity, our safety performance was strong  
and we are well positioned to manage the new risks that  
come from the changes in our business activities as a result  
of the convenience acquisitions. 

The Company’s financial position is strong ahead of 
completing the OTR acquisition1, with net debt of $380 million 
at the end of the period. We determined a full-year dividend 
of $109.6 million and bought back $17 million worth of  
shares, completing the program in the first half of the year. 
The Company maintains capacity to pursue further growth 
opportunities in line with our long-term strategy and  
prudent capital management framework.

Sustainability
Viva Energy continued to make good progress on the 
development of our sustainability agenda during 2023. 

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The acquisitions in Convenience & Mobility will enable 
the Company to derive more than 50% of earnings2 in the 
segment from convenience sales, compared to approximately 
30% today, reducing reliance on fuel income over time and 
creating a compelling offer to support the introduction of 
electric vehicle recharging facilities over the coming years. 

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Deep and long-standing relationships with customers in our 
Commercial & Industrial business has created opportunities 
to trial lower carbon fuels for the first time and grow 
demand for our opt-in certified carbon neutral products, 
an important interim solution. The announcement of plans 
to enable the Geelong Refinery to receive and produce 
alternative feedstocks (including waste plastics), and 
provide the opportunity to reduce the carbon intensity of 
the fuels we produce, is a good example of how the Energy 
& Infrastructure business can play a key role in the energy 
transition and circular economy while continuing to support 
energy security. 

Viva Energy has a target to achieve net zero3 across our 
Convenience & Mobility and Commercial & Industrial 
businesses by 2030, and reduce Emissions Intensity at the 
Geelong Refinery by 10% over the same period (from a 2019 
base year). We have developed plans to achieve these 
outcomes, with a focus on direct abatement within our 
operations wherever this is possible. Reforms to the  
Safeguard Mechanism, enacted in 2023, will progressively 
require further emissions reductions from the Geelong 
Refinery that aren’t immediately all possible through direct 
abatement, and are likely to require offsetting credits. 

Robert Hill 
Chairman 

Scott Wyatt 
Chief Executive Officer

2.  As a percentage of total gross profit.

3.  Operational Scope 1 and Scope 2 greenhouse gas emissions.

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05

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
A leading diversified Retail, Commercial and Energy company

Viva Energy has been meeting the energy needs of Australian motorists and businesses  
for more than 120 years. While energy remains an important part of our operations, we are 
now a more diversified company represented by three distinct business units supported  
by nationwide infrastructure, respected retail brands and trusted products and services.

Convenience 
& Mobility

Commercial 
& Industrial

Energy & 
Infrastructure

Viva Energy will 
become the largest 
Convenience retailer  
in Australia.

Following the acquisition of Coles Express and OTR  
(expected to complete during the first half of 20241),  
Viva Energy will become the largest convenience retailer  
in Australia with more than 1,000 stores, 14,000 employees 
across the Group, and annual convenience sales revenue 
of more the $3 billion. The broadening of our convenience 
offers, and the integration of quick service restaurants and 
electric vehicle recharging facilities present consistent  
growth opportunities in this fast-growing retail segment.

With leading positions in resources, aviation, marine,  
road construction, agriculture, defence and commercial  
road transport sectors, Viva Energy is well placed to  
support the growing energy and non-energy requirements  
of commercial and industrial customers. Our global access  
to both traditional and emerging renewable energies,  
as well as a range of locally produced specialty products such 
as niche fuels (including military grade), bitumen, solvents 
and polymers, builds deep relationships with customers and 
provides strong long-term sustainable growth opportunities.

Our extensive nationwide energy infrastructure, including  
the strategically important refinery at Geelong and a network 
of more than 20 import capable fuel storage facilities, 
provides advantaged positions to supply customers with 
traditional fuels, and transition to the production and 
distribution of renewable energies, such as sustainable 
aviation fuels and renewable diesel, as these new energies  
are developed and commercialised. Supplying 25% of 
Australia’s fuel needs, Viva Energy plays an important  
role in providing energy security, as well as supporting  
the energy transition.

1.  Subject to FIRB approval.

06

Viva Energy Group Limited – Annual Report 2023a
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07

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Convenience & Mobility

During 2023, we undertook two strategically significant 
acquisitions. These acquisitions consolidate our leading 
position in the convenience market, capture procurement 
synergies, and provide operating platforms to continue 
to develop our convenience offers, extend into quick 
service restaurants, and deliver compelling loyalty  
and digital propositions for our retail customers. 

Established in 2003, Coles Express 
(formerly part of the Coles Group) 
is one of the leading convenience 
brands in Australia, with 706 store 
operating within the Viva Energy 
fuel and convenience network. 
The acquisition of this business 
in May 2023 secured operational 
control of the convenience stores, 
together with the organisational 
capability and wholesale supply 
arrangements to support and 
execute the existing Coles 
Express convenience offer. 

Liberty Convenience operates 
101 fuel and convenience stores 
across the country predominantly 
under the Timesaver convenience 
and Liberty fuel brands. The 
existing Liberty Convenience 
& Viva Energy joint venture is 
expected to conclude at the 
end of 2024, with Viva Energy 
acquiring the remaining 50%  
and taking full control of the 
network (subject to regulatory 
approvals) from 2025.

OTR Group1 is the leading 
convenience business in South 
Australia, operating over 200 stores 
across the country under the OTR 
brand (On the Run). Over more 
than 30 years, OTR has developed 
one of the most sophisticated and 
successful convenience businesses 
in the country, incorporating 
renowned quick service restaurants 
and standalone convenience stores 
across more than 100 sites, as well as 
a range of highly successful home- 
branded food and convenience 
offerings. The acquisition of this 
business, expected to complete 
during the first half of 2024, secures 
a proven convenience offering 
which can be extended across 
the Coles Express network to lift 
convenience sales and secure 
substantial operational synergies 
across both networks. OTR sites 
typically achieve convenience sales 
that are more than double that 
achieved by Coles Express.

08

Viva Energy Group Limited – Annual Report 2023With the acquisition of Coles Express, OTR Group1 and Liberty 
Convenience, Viva Energy will operate the largest convenience 
network in Australia, across more than 1,000 stores with 
approximately 13,000 employees, with a pathway to deliver 
sustainable annual earnings of more than $500 million  
EBITDA (RC) over the next five years (as set out below). 

Convenience & Mobility five-year EBITDA (RC) bridge ($M)

3

500+

1

~95

~45–70
• Operational 
efficiencies
• Unlock latent 

value in network

• Volume uplift 

(65ML–70ML p.w.)

• C&M allocation 
of OTR base 
earnings 
(30 June 2023 
pro forma)

224

50+

• Liberty 

Convenience 
~110+ sites 
in 2025

• OTR growth 
pipeline of 
~90 stores

2

50+
• Total overheads 

of $250M 
(3 businesses)
• Marketing and 
operational 
savings

• Supply chain 

benefits

• Excludes synergies 
allocated to C&I

50+
• ~80% of network 
OTR branded 
in 5 years
• Roll out fully 
integrated 
QSR offering 
to suitable sites

• Increase shop 
sales per store 
from ~$1.6M^ 
(OTR avg. sales 
per store $3.9M)

EBITDA (RC)
3-yr avg.

Coles Express 
acquisition

OTR
acquisition*

OTR
synergies*

Extend
network*

Transform 
network*

EBITDA (RC)
5-yr target

*  Subject to FIRB approval and following completion of the OTR Group acquisition. OTR Group EBITDA (RC) contribution is calculated using 

its pro forma FY2023 (June-end) business case and excludes ~$15-20M of EBITDA (RC) allocated to C&I on a post-synergies basis.

^  Based on Coles Express average shop sales for the 12 months to 30 June 2023. 

Opportunity to outperform across multiple areas demonstrates significant upside

Key priorities include
•  Bring together the OTR1, Coles Express and Viva Energy 
Retail businesses to establish an extensive nationwide 
convenience network, and capability for a market-
leading Convenience & Mobility offering in Australia.

•  Immediately increase the earnings contribution from 

Convenience from ~30% to ~50% of the Convenience  
& Mobility business, reducing the dependency on 
income from traditional fuels and increasing exposure  
to the fast-growing convenience sector.

•  Achieve significant scale and synergies in procurement, 
marketing and functional support. OTR substantially 
reduces the time and cost of setting up infrastructure to 
replace the transitional services arrangements provided 
by Coles Group, by transitioning directly to proven and 
existing back-office infrastructure.

•  Replace the Coles Express brand with ‘Reddy Express’, 
and progressively extend the OTR brand and offer  
across the network so that this ultimately becomes  
the primary convenience offer across the retail network. 

•  Combine the best of the Coles Express and OTR 

digital and loyalty offers into one compelling customer 
proposition. The OTR digital platforms provide 
customers with fuel, QSR and convenience rewards  
and discounts, which support higher sales through  
cross-selling convenience and fuel products.

1.  OTR Group acquisition is subject to FIRB approval.

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09

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial & Industrial

Viva Energy is a leading supplier of energy 
and specialty products and services to a 
wide range of commercial and industrial 
customers, including aviation, marine, 
agriculture, defence, road construction  
and commercial road transport. 

Although we have leading positions supplying traditional 
fuels to customers across the country, we also hold significant 
positions in specialty segments and products which offer 
resilience to sector cycles and growth opportunities in  
non-traditional areas. Our deep customer relationships 

and proven capability to manage complex supply chains 
to support critical energy and non-energy inputs provide 
significant opportunities to grow the range of products we 
supply, while also supporting customer transitions to lower 
carbon fuels and renewable energies. 

Unique and diversified portfolio

Main fuels

Integrated specialties

Extensions

Diesel

Jet fuel Bitumen Polymers1 Chemicals

Avgas/ 
F-441

Marine 
fuels2

Lubricants Services

Agriculture1

Marine

Aviation

Transport

r Resources
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Industrial

Defence

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





















Support transition 
to renewable 
and lower carbon 
fuels (SAF and 
Renewable 
Diesel)

Construction 























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















Only local manufacturer of these specialty 
products at Geelong Refinery

Resilient to energy transition with opportunity 
to extend to other markets

Opportunities for 
further product and 
service extensions 
through acquisition

1.  Acquisitions/Customer Wins (Liberty Rural, Lyondell Basel Australia, Australian Defence Force). F-44 is a military specification aviation turbine fuel 

used on aircraft carriers.

2.  Mix of imports and blending at Geelong Refinery.

10

Viva Energy Group Limited – Annual Report 2023 
 
 
 
As we have emerged from the pandemic, Commercial & 
Industrial sales have grown from 8.6 billion litres in 2020  
to nearly 11 billion litres in 2023. EBITDA (RC) has grown 
from $156 million to $448 million over the same period. This 
growth has been driven by a recovery in sales most affected 
by the pandemic, including Aviation and Wholesale, as well as 
improvements in margin mix through a focus on higher value 
and non-fuel segments and leveraging operating costs. 

Beyond continued organic growth, our focus is on the 
acquisition of other commercial and industrial businesses. 
These acquisitions, such as the Polymers business acquired 
in 2022, leverage our existing commercial sales and supply 
chain capabilities. Strategic accounts, such as the Australian 
Defence Force, also offer opportunities to continue to 
develop our capability and reach. Our top 50 Commercial  
& Infrastructure customers have an average tenure of more 
than 15 years.

Pathway to ~$500M EBITDA (RC)
•  Continued organic earnings growth across main 

fuels and specialties businesses

•  Further bolt-on acquisitions that complement 

existing footprint and capability (e.g. polymers)

•  OTR Group acquisition to add ~ $15–20 million 

EBITDA (RC) to C&I3

3.  Subject to FIRB approval. Includes Mogas Regional, Reliable 

Petroleum and Direct Haul on a post synergies basis (expected 
three years from completion).

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our focus is on the acquisition of other 
commercial and industrial businesses. 

Five-year EBITDA (RC) ($M) aspiration4

~500

448

335

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2023

5-yr 
aspiration

4. Before corporate cost allocation.

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11

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Energy & Infrastructure

Our Energy & Infrastructure business incorporates our refining position 
and broader energy infrastructure at Geelong, supported by a network 
of nationwide import terminals, distribution facilities and supply chain 
capability. Altogether, we supply approximately 25% of the Australian 
fuel market, and own and operate infrastructure that is critical to 
managing a reliable and competitive supply of traditional energies.  
This infrastructure supports both energy security and the energy 
transition, with long-term potential to transition to the manufacture  
and supply of renewable and lower carbon fuels. 

Cocos Islands

Darwin

Weipa

Broome

King
Bay

Parker
Point

Paraburdoo

Brockman

West Angelas

Kwinana

WA

Kalgoorlie

Esperance

NT

Mt Isa

Cairns

Townsville

Mackay

QLD

Gladstone

SA

Pinkenba

NSW

Port Lincoln

Birkenhead

Port
Botany

Newcastle

Clyde, 
Parramatta,
Gore Bay

Geelong

Newport

ACT

Energy & Infrastructure network 
(location names shown)

Commercial & Industrial

Geelong Refinery

Bitumen facility

Terminals (leasehold 
and freehold)

Third-party terminal 
(not VEA operated)

Major airport 
presence 

Devonport

VIC

Third-party terminal 
(VEA operated)

Regional airport
presence

Hobart

TAS

Inland depots

Liberty rural depot

JV terminal

Third-party depot 
(VEA operated)

0

1,000

kilometres approx

12

Viva Energy Group Limited – Annual Report 2023Energy & Infrastructure EBITDA (RC) ($M) 
over time1

518

~250

79

103

65

-128

2019

2020

2021

2022

2023

Mid-cycle 
EBITDA (RC)2

1. Before corporate cost allocation.
2. Assumes US$11/BBL GRM, operating costs of ~A$8.5/BBL, crude intake
    of 40MBBLs and AUD/USD of 0.68.

Today

2050

Existing 
capability

Maximise production 
capability and efficiency 
of existing hydrocarbon 
refining facility

Repurposing 
Conversion 
(Terminal / 
Processing)

Co-processing

Co-processing bio and 
waste feedstocks to 
produce lower carbon 
fuels and recycled plastics

Import and 
blending

Importing and blending renewable fuels 
to meet growing demand for lower 
carbon fuels

Dedicated 
processing

Dedicated production of 
fuels and recycled products 
from renewable and waste 
plastic feedstocks

The Geelong Refinery, part of the Company’s broader 
Energy Hub, is an integral part of the Energy & Infrastructure 
business. Operating for 70 years, the refinery produces 
a range of fuel and specialty products that support the 
broader Commercial & Industrial and Convenience & 
Mobility businesses, from a mix of imported and domestically 
produced feedstocks.

•  Geelong Refinery produces approximately 10% of the 

nation’s fuel requirements and is the only manufacturer  
of bitumen, hydrocarbon solvents, avgas and polymers  
as well as key specialty grades (military grade fuels).

•  Recognised as strategically important, the Federal 

Government Fuel Security Services Payment supports 
the Refining business, providing financial support during 
periods of low global refining margins.

•  Geelong Refinery received financial support to establish 
90ML of diesel storage, supporting the establishment  
of industry held strategic storage. Completion expected  
by mid-2024.

The Geelong Refinery currently plays an important role in 
Australia’s energy security. It has the potential over the longer 
term to play a key role in the manufacture and distribution 
of lower carbon and renewable fuels, as well as recycling 
waste plastics. In the short term, we have announced plans to 
co-process Waste and Biogenic feedstocks. In the long term, 
we see potential to establish dedicated processing capability 
to produce renewable fuels to address hard-to-abate sectors 
such as aviation and heavy vehicle transport. This progressive 
transition to lower carbon fuels will support market needs  
and support our customers in their emissions reductions.

Ultra-Low Sulphur Gasoline (ULSG) and aromatics upgrades
In 2021 we announced the decision to upgrade the Geelong Refinery to produce ULSG. Reducing the sulphur content in petrol 
more closely aligns Australia’s fuel quality with international standards and provides Australians with health, environmental  
and vehicle performance benefits. In December 2023 the Federal Government announced that changes to Australia’s fuel 
quality and noxious vehicle emissions standards will come into effect from December 2025. Following that date, all petrol  
will need to be ultra-low sulphur (10 parts per million) and the RON95 mid-grade with tighter aromatics limits (less than 35%).

Planning and investment in the ULSG project is progressing, with all regulatory approvals received and construction now 
underway. Project completion and unit start-up is expected in the second half of 2025. We expect a combined investment  
of approximately $350 million for both the ULSG project and the additional aromatics requirements, of which approximately 
$150 million is expected to be funded by the Federal Government. At peak construction the project will employ up to 300 people. 

The ULSG and aromatics upgrades are part of the ongoing transformation of the Geelong Refinery into a modern  
Energy Hub, as we continue to support energy security and play an important role in Australia’s energy transition.

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13

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our approach to sustainability

Our approach to sustainability is integrated throughout  
our transformation and growth strategy and is key to the 
creation of long-term value for our business. While our focus 
continues to be on climate change and the energy transition, 
our broader sustainability agenda is an essential part of our 
social licence to operate, and our employee value proposition.

We have established frameworks to monitor our progress 
against our sustainability objectives. Sustainability performance 
metrics referred to throughout this report have been prepared 
in accordance with the reporting definitions set out in the 
glossary on page 140. Defined terms used in this section of  
the report also have the meanings set out in the glossary.

Further detail on our 2023 sustainability performance will  
be included in our standalone 2023 Sustainability Report  
and 2023 Sustainability Data Supplement. 

Sustainability governance 
The Board of Viva Energy Group Limited has oversight of 
sustainability matters and their integration into corporate 
strategy and risk management systems. Various Board 
Committees, including the Sustainability Committee, Strategy 
and Investment Committee and Audit and Risk Committee, 
support the Board in this role. 

The Board Sustainability Committee is responsible 
for reviewing the Group’s sustainability performance, 
compliance and disclosures in relation to health, safety, 
security and environment and community (HSSEC) matters, 
and greenhouse gas emissions. The Board Sustainability 
Committee met five times during 2023. 

In 2023, the Board and its Committees were engaged  
on the following sustainability related matters:

•  reviewing and discussing the Group’s strategy, risks  

and opportunities;

•  reviewing and approving the objectives, targets and 
key performance indicators that will drive continuous 
improvement in HSSEC performance;

•  reviewing and approving the objectives, targets and policy 
that drive the Group’s Inclusion and Diversity objectives;

•  monitoring significant changes to HSSEC and people risk 

profile or business strategy;

•  receiving updates on the Group’s greenhouse gas 
emissions and energy performance, and approving 
management’s emissions reduction plans;

•  providing oversight and approval of new energy strategies;

•  receiving updates on investigations into significant 
occupational health and safety, sexual harassment, 
environmental or product quality incidents and the 
associated actions to prevent the recurrence of  
those incidents; and

•  overseeing the Risk Management Framework and 

performance against the framework, including (among 
others) cyber security, security of critical infrastructure, 
external fraud and modern slavery risks.

At management level, the Executive Leadership Team (ELT) 
comprises our most senior executives. Our delegations  
of authority framework outlines matters delegated to our 
Chief Executive Officer and other senior management.  
A number of formally established management committees 
have a sustainability focus, including Climate Change,  
Health, Safety, Security and Environment, Audit and Risk, 
and People and Community Committees. The ELT, senior 
management and relevant subject matter experts attend 
these Committee meetings. 

The Group’s remuneration framework includes sustainability- 
related scorecard metrics for safety, environment, female 
representation in management/leadership, employee 
engagement performance and progress towards achieving 
the Group’s emissions reduction targets. 

Our Board and management are committed to our 
sustainability agenda – protecting shareholder value by 
upholding a code of conduct that is ethical, responsible  
and respectful of our stakeholders. 

Board

Provides strategic guidance and oversight of management 
performance in implementing our business strategies, 
plans and values

Strategy and 
Investment 
Committee

Assists the Board 
in discharging its 
responsibilities 
in relation to the 
Company’s strategy 
for energy transition 
and emissions 
commitments  
including capital 
allocation

Audit and Risk 
Committee

Sustainability 
Committee

Assists the Board 
with oversight of 
the effectiveness 
of the Company’s 
Risk Management 
Framework

Assists the Board 
in fulfilling its 
responsibilities 
to oversee 
sustainability 
performance 
and disclosures

Executive Leadership Team

Provides strategic direction through Sustainability 
Management Committees

Sustainability Management Committees

Climate 
Change

Health, Safety, 
Security and 
Environment

Audit 
and Risk

People and 
Community

14

Viva Energy Group Limited – Annual Report 2023Sustainability performance

2023 Sustainability performance summary1

46% 
female representation in our  
Senior Leadership Team 
(Target: 40%)

1,299,1833

 tCO2-e

Scope 1 and Scope 2  
Total GHG emissions  
(2022: 1,378,488 tCO2-e) 

78%
of freshwater used for Geelong 
Refinery is from recycled sources

Process Safety Events2
2
1
API Tier 2 Events 
API Tier 1 Events 
(2022: 5)
(2022: 1)

7.20
Total Recordable Injuries  
Frequency Rate (TRIFR) 
(2022: 6.34)

85%
of our second RAP  
deliverables completed 

78%

2.89%

employee engagement 
(2022: 72%) 

of team members identify as 
Aboriginal or Torres Strait Islander 

$6.4M4

in community contributions

2023 Highlights

Developing pathways to
Net Zero emissions5
reduction commitments:  
non-refining by 2030,  
Group by 2050 

Family Inclusive 
Workplace certified
by Parents at Work and in  
partnership with UNICEF 

Continued the development of the

New Energies  
Service Station
at Geelong, targeting construction  
to commence in 2024

Trialled the
Opt-in Certified 
Carbon Neutral 
Products Program 
for Shell Card customers,  
ahead of 2024 launch

Winner
of the annual AREEA Diversity  
& Inclusion award

1.  All metrics reflect Viva Energy Group performance unless otherwise stated. Significant variances between 2022 and 2023 may be attributed to the 
acquisition of the Coles Express business (subsequently named Viva Energy Retail Pty Ltd, post-acquisition) in 2023. Data from Viva Energy Retail 
(Convenience & Mobility) applies starting May 2023.

2.  Tier 1 and Tier 2 Process Safety Events are defined as per API RP 754.
3.  This data is for the 1 July 2022 – 30 June 2023 period (FY) basis. 
4.  Community contribution consists of community partnerships, grants, customer donations, payroll donations, employee fundraising and fuel rebates  

for major community partners.

5.  Operational Scope 1 and Scope 2 greenhouse gas emissions.

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15

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Climate change and the energy transition

Viva Energy has two important roles to play in supporting 
Australia’s transition to a lower carbon economy –  
maintaining energy security and actively participating  
in the energy transition. In addition, we continue to focus  
on our own operational energy efficiency improvements  
and emissions reduction.

Lower carbon and renewable energies 
We see significant long-term potential in the development  
of lower carbon and renewable energies, and are developing 
projects in several new and transitional energies aligned with 
our core strategic capabilities.

We provide approximately 25% of Australia’s transport  
fuel needs through a mixture of local refining and imports. 
Our supply chain is supported by considerable infrastructure 
and long-term relationships with energy users across most  
of Australia’s largest economic sectors.

The continuous, safe, reliable and efficient supply of traditional 
fuels underpins the economy. It is critical in meeting our 
everyday needs, security, and to avoid any disruptions to 
supply that could result from the energy transition. We expect 
Australian fuel demand to remain consistent well into the  
next decade, with an eventual decline in petrol demand  
likely to be offset by growth in diesel and jet fuels. 

Lower carbon fuels will be critical to deliver emissions 
reduction through the transition to renewables. By reducing 
the carbon intensity of our existing fuels and introducing new 
lower or ‘zero’ carbon energies and technologies, we are also 
in a position to play a key role in the nation’s energy transition.

To be both feasible and commercially viable, Australia’s energy 
transition requires a mix of short, medium and long-term 
solutions. Our energy transition strategy considers the diverse 
pathways and solution requirements of our three businesses 
through the following pillars:

•  Lower carbon and renewable energy: developing and 
commercialising new lower carbon fuels and energies;

•  Carbon solutions: collaborating with our customers  

on delivering lower carbon solutions; and

•  Operational energy efficiency improvement and emissions 
reduction: achieving our own operational energy efficiency 
and emissions reduction commitments.

Hydrogen vehicle refuelling
We see long-term growth potential for hydrogen as a key 
lower emissions solution for the heavy vehicle transport 
segment which can be integrated within our existing fuel and 
convenience network as well as dedicated facilities to support 
our commercial customers, leveraging our supply chain 
capability and infrastructure footprint to collaborate with 
industry players to establish this emerging market.

Our initial focus is on back-to-base refuelling through our  
New Energies Service Station at Geelong, which will offer 
both hydrogen refuelling and electric vehicle recharging.  
This will be the first publicly available refuelling station 
in Australia capable of refuelling any hydrogen truck or 
passenger vehicle, and will feature the first Australian  
drive-through, ultra-fast, 150-300kW EV charging bays  
for large vehicles.

Electric vehicles recharging
Our Convenience network is ideally positioned to provide 
customers with fast, reliable electric vehicle recharging 
services, and this will become a critical complementary part 
of our overall convenience offering. On average, customers 
recharging electric vehicles will spend longer at our stores, 
will need a broader range of facilities, and are likely to spend 
more in-store while they wait. This is a key growth opportunity 
for our Convenience & Mobility business. 

In December 2023, we entered into a co-funding agreement 
with the NSW Government for the development of a network 
of 30 EV charging stations across our Shell-branded network  
in NSW. This will be a premium charging option, delivering 
fast charging speeds and an improved customer experience 
through the significant retail network upgrade proposed 
under the roll-out of the OTR offer1. We believe EV recharging 
will form an important part of our broader convenience  
offer in the future, strongly integrated into the overall 
customer experience.

1.  OTR Group acquisition is subject to FIRB approval.

16

Viva Energy Group Limited – Annual Report 2023Opt-in Certified Carbon Neutral Diesel 
Our opt-in Certified Carbon Neutral Diesel is available  
nation-wide. It has been certified by Climate Active as 
achieving certification through the purchase and retiring 
of carbon credits. These carbon credits have been used 
to balance out the greenhouse gas emissions from the 
extraction, transportation, manufacture, supply and 
combustion of the diesel fuels. 

In April 2023, Crown Coaches, which operates more than  
160 buses across Melbourne and Victoria, worked with  
us to transition its entire fleet to 100% opt-in Certified Carbon 
Neutral Diesel.

We have also launched a similar opt-in program to assist 
Shell Card customers achieve their emissions reduction and 
sustainability targets by offsetting the emissions associated 
with fuel purchases. The Opt-in Certified Carbon Neutral 
Products Program will be available to all Shell Card customers 
in 2024.

Lower carbon and renewable diesel fuel
Producing and delivering lower carbon fuels is an important  
way we can help our customers achieve their carbon  
reduction commitments.

Future opportunities for the Geelong Refinery include the 
production of renewable diesel. Renewable diesel is an 
advanced biofuel that is synthetically refined, using the  
same process as diesel, so it meets the fuel quality standard. 

In 2023, we announced plans for new infrastructure solutions  
to enable the Geelong Refinery to receive and process 
alternative feedstocks such as animal fats, biogenic oils and 
synthetic crude made from waste plastics. Processing biogenic 
and waste feedstocks would provide the opportunity to 
reduce the carbon intensity of the fuels and refined products 
we produce. 

Further, the introduction of synthetic crude feedstock  
made from recycled plastics – plastics that would otherwise  
be placed in landfill – would provide a circular economy 
solution for plastic waste. This feedstock could be processed 
and attributed to the refinery’s polypropylene plant to 
produce a recycled polypropylene (rPP), supporting our 
customers’ to meet their targets for the use of recycled 
materials in packaging. 

Carbon Solutions
Our Carbon Solutions team collaborates with our Commercial 
& Industrial customers on their decarbonisation journey, 
partnering with them to help achieve their carbon emission 
reduction goals.

While new lower-emission technologies such as hydrogen 
and EVs are still in early stages for many of our Commercial 
& Industrial customers, transitional solutions are needed to 
lower the net carbon intensity within existing operations.  
The take-up of opt-in certified carbon neutral and other lower 
carbon fuels is expected to become an important transitional  
solution for our customers. 

Roulettes fly on SAF for the first time
We played a key role in the Royal Australian Air Force Roulettes’ first 
public display using SAF at the Williamtown Air Show in November. 
SAF was blended at a 30% ratio with conventional jet fuel, with our 
Commercial & Industrial and Energy & Infrastructure teams providing 
the logistical, operational and product-quality expertise, whilst working 
closely with Australian Defence Force (ADF) personnel.

This project was a part of our role as the strategic fuel partner to the 
ADF. In this role, we provide technical guidance to the Royal Australian  
Air Force on its energy transition journey, as well as supplying 
sustainable military grade fuels both locally and internationally. 

We were able to facilitate the supply of the fuel for this project through 
collaboration with our trading partner Vitol, and sustainable fuels 
manufacturer Neste. We are also exploring the production of SAF 
locally, with a view to a future of SAF manufacturing in Australia.

Photo: The Air Force Roulettes performing the aerobatic display using SAF.  
Source: Australian Department of Defence.

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17

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Climate change and the energy transition continued

Operational energy efficiency 
improvement and emissions reduction
By 2030, we have committed to achieving net zero  
operational emissions1 for our non-refining (Convenience  
& Mobility and Commercial & Industrial) activities and  
a 10%1 Emissions Intensity reduction for our refining  

(Energy & Infrastructure) operations. In the longer term,  
our commitment is to achieve net zero emissions for the 
overall Viva Energy Group by 20501. 

Our emission reduction ambitions (Scope 1 and 2 greenhouse 
gas emissions) involve individual pathways to net zero for these 
types of emissions for of our businesses. A reference to net 
zero in the Decarbonisation Roadmap below is a reference to 
net zero operational scope 1 and 2 greenhouse gas emissions.

Energy & Infrastructure
The Geelong Energy Hub accounted for 95% of the Group’s 
operational greenhouse gas emissions in the 12 months 
to 30 June 2023. We reported a decrease in Scope 1 and 
2 emissions from 1,331,406 tonnes CO2-e in the prior year 
to 1,239,3022 tonnes CO2-e. The year on year decrease can 
largely be attributed to reduced production at the Geelong 
Refinery due to planned turnaround activities. 

In 2023 we also completed the construction and 
commissioning of a major energy and emissions improvement 
project to install a Packinox – a highly efficient heat exchanger. 
This project has reduced emissions by approximately 18,000 
tonnes of CO2 per annum.

The Geelong Refinery has committed to reducing the facility’s 
energy intensity by 10% by 2030. This corresponds to a 
reduction of approximately 130k tonnes CO2-e during that 
time. This target is expected to be met through execution 
of direct abatement projects, green energy procurement, 
improved process management and equipment upgrades.

The recently finalised Safeguard Mechanism (SGM) is likely  
to result in a substantially higher net emissions reduction than 
our 10% voluntary commitment (noting that the SGM applies 
only to Scope 1 emissions, whereas our voluntary targets  
cover both Scope 1 and 2 emissions). We expect to be fully 
compliant with the SGM, acknowledging that it is most likely 

1.  Operational Scope 1 and Scope 2 greenhouse gas emissions.

2.  Includes Viva Energy Polymers (from FY2023).

3.  Subject to FIRB approval.

that this will require the the acquisition of ACCUs or Safeguard 
Mechanism Credits in order to offset emission, to satisfy the 
additional commitments.

Further detail regarding the proposed project slate, and 
impact of the SGM, will be included in the Viva Energy  
2023 Sustainability Report.

Convenience & Mobility/Commercial  
& Industrial
Our target is to achieve net zero emissions for our non-refining 
operations by 2030. Following the Coles Express acquisition 
in May 2023, we included Convenience & Mobility GHG 
emissions and energy metrics into our National Greenhouse 
and Energy Reporting (NGERs). Because of this, our FY2023 
non-refining operational emissions increased, and will  
increase again in 2024 following the planned acquisition  
of the OTR Group3.

During 2023, we undertook energy (and subsequent emissions) 
reduction initiatives at the Gore Bay Terminal where new, more 
efficient boilers were installed to replace equipment originally 
fitted in the 1960s. At the Pinkenba Terminal, we optimised the 
bitumen tankage facility, and future opportunities have been 
identified involving the rationalisation of the bulk and day tanks.

During 2024 we will begin a multi-year rooftop solar PV rollout 
program across the Convenience & Mobility business initially 
targeting sites in Western Australia, Northern Territory, 
Queensland and NSW. This installation will significantly reduce 
the amount of electricity our sites consume from the grid, 
reducing the associated Scope 2 emissions.

18

Decarbonisation roadmap2023Convenience& MobilityCommercial& IndustrialEnergy &Infrastructure20302050~70ktCO2-e~50ktCO2-e~1,240ktCO2-e2030 net zero targetLargely direct abatement initiatives (energy efficiency, solar, green PPAs)2030 target10% reduced Emissions Intensity (direct abatement opportunity)Further reductions to meet SGM baseline likely to require carbon credits 2050 net zero targetRepurposing the refinery (potential for: biogenic and waste processing, expanded Energy Hub, waste stream processing, strategic supply terminal, and offsetting of residual emissions)Viva Energy Group Limited – Annual Report 2023A canopy LED lighting upgrade program is also planned for 
2024, with an initial focus on sites in NSW (noting that a similar 
upgrade was undertaken in Victoria during 2022, prior to the 
Coles Express acquisition). The benefits of canopy lighting 
upgrade to LED include reduced electricity consumption  
and associated greenhouse gas emissions, as well as a safer  
and brighter customer experience. 

It is estimated that these initiatives, along with improved 
equipment efficiency, will lead to a reduction of circa  
25k tonnes CO2-e over the next three years. The remaining 
emissions are expected to be addressed via renewable  
power procurement. 

Following the Coles Express acquisition (which allowed us 
control of site forecourts), we are now in a position to make 
further assessments within the Convenience & Mobility 
network to identify and prioritise further opportunities  
to reduce energy consumption and greenhouse gas 
emissions, and develop further sustainability goals.

A new, 10-year Power Purchase Agreement (PPA) with 
ACCIONA Energia became effective in January 2024.  
The PPA will provide us with a proven source of renewable 
electricity from the Mt Gellibrand Wind Farm, which is only 
70km from the Geelong Refinery.

As well as providing an effective hedge against high 
electricity prices in Victoria, the PPA will generate enough 
Large Scale Generation Certificates (LGCs) to cover the  
annual LGC obligation under the Renewable Energy Target.  
It also has the potential to meet a substantial proportion  
of our net zero Scope 2 targets.

Summary of metrics

1,299,1834

 tCO2-e 
Viva Energy Group Total Scope 1 and Scope 2  
Total GHG emissions (2022: 1,378,488 tCO2-e) 

1,239,3025 tCO2-e Energy & Infrastructure  
GHG emissions

48,485 tCO2-e Commercial & Industrial  
GHG emissions

11,3966 tCO2-e Convenience & Mobility  
GHG emissions

45,672,3534

 tCO2-e 

Scope 3 GHG emissions (2022: 37,911,755 tCO2-e)

5.364

 tCO2-e/TJ 

Geelong Refinery Emissions Intensity  
(2022: 5.34 tCO2-e/TJ)

4.  This data is for the 1 July 2022 – 30 June 2023 period (FY) basis. 
5.  Includes Viva Energy Polymers, for the 1 July 2022 – 30 June 2023 period (FY) basis.
6.  Viva Energy Retail reported data is from 1 May to 30 June 2023  

(under operational control).

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19

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Health, safety, security and environment (HSSE)

We are continuously enhancing our workplaces, policies and 
procedures in pursuit of Goal Zero – no harm to people or  
the environment.

We measure and assess our performance against established 
benchmarks (and relevant licences) to promote continuous 
improvement. We review our HSSE Management System 
annually, defining our approach and the controls in place  
for managing HSSE risks. 

In 2023, our employee engagement survey results on health 
and safety continued to be the strongest performer, with 94% 
of our people committed to operating safely. This is a strong 
endorsement of our safety philosophy and culture of care.

Personal safety 

Commercial & Industrial/Energy  
& Infrastructure 
Despite having a significant increase in the number of people 
onsite during the major turnaround (maintenance) event at 
Geelong Refinery, personal safety performance outcomes 
remained strong. No recordable injuries occurred across  
this workforce during this maintenance event.

The Refinery achieved a 30% reduction in recordable injuries 
frequency compared to the previous year. Both the Liberty 
Oil and Supply Chain businesses experienced an increase 
in injury rates compared to 2022; however, this can partly be 
attributed to business operations expansion and increased 
exposure hours, particularly in the Liberty business. 

Overall, we experienced a slight increase in serious injuries 
compared to previous years, however injury outcomes  
were largely musculoskeletal strains that required some 
recovery time, rather than the more material fracture-type 
events observed in 2022. These injuries occurred during  
day-to-day operational activities, rather than high-risk 
activities. This prompted a targeted safety intervention 
response within Energy & Infrastructure, with a focus 
on weekly observations and work insights to identify 
improvement opportunities.

Personal safety performance1

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Total Lost
Time Injuries

Total Lost Time Injuries 
Frequency Rate 
(per million hours)

Recordable Injuries 
Frequency Rate 
(per million hours)

Convenience & Mobility
As part of the Coles Express acquisition, we inherited a 
business with strong personal safety performance and culture. 
Improving personal safety results continued, with a year on 
year improvement in injury and claims performance of 7%,  
and an 18% improvement since the transition occurred in May. 

The safety of our customers and members of the public is 
paramount, and we continue to deliver traffic management 
flow improvements on our fuel and convenience sites through 
our annual program. In 2023, 21 sites underwent traffic 
management upgrades, and we plan to improve more sites in 
2024. We have observed an increase in customer aggression 
and robbery events in our Convenience & Mobility network 
this year. This has prompted an ongoing focus on security 
systems design, particularly as we progress with our program 
of site upgrades and re-branding.

Security management and emergency 
preparedness 
Our extensive security program incorporates both physical 
security and cyber security. It is based on protocols 
for security management, security procedures and risk 
assessment, and security operating level guidelines. 

In 2023, we made technology improvements across our facilities, 
trialling improved perimeter security measures and delivering 
increased security clearance and training obligations. 

Process safety 

Commercial & Industrial/Energy  
& Infrastructure 
Overall, 2023 was a stronger year’s performance across  
the business in relation to process safety performance.  
We recorded one API Tier 1 process safety event and a 60% 
reduction in API Tier 2 process safety events compared to  
the prior year2. There was a material drop in the number  
of large spills compared to 2022, which contributes directly  
to a reduction in high-risk process safety events. 

The API Tier 1 event occurred at Geelong Refinery in 
December, when a large volume of crude oil overflowed 
from an isotainer used during tank cleaning works, after a 
valve was inadvertently left open. In this event, secondary 
containment systems captured all product without reaching 
the environment. 

The two API Tier 2 events occurred in September. The first 
in Geelong, when an LPG loss of containment was found to 
be coming from a failed stripping steam drain vent. While 
this event involved an immediate release to atmosphere, 
our gas detection systems identified the release and alerted 
operations accordingly. The second API Tier 2 occurred at one 
of our Liberty Rural sites in Western Australia. A large volume 
of diesel was released during vehicle unloading. This event 
occurred because a broken flange was not identified when 
re-commissioning linework that had been subject to recent 
maintenance work. In this event, all product was contained 
onsite with no offsite environmental impacts. 

20

Viva Energy Group Limited – Annual Report 2023 
 
 
 
Process safety performance3

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Total Tier 1 
process safety events

Total Tier 2 
process safety events

Environmental performance 
We recorded a total of 24 environmental non-compliance 
(ENCs) incidents and one environmental non-compliance 
sanction during 2023. ENC incidents at the Geelong Refinery 
accounted for 17 of these events.

ENCs at Geelong Refinery included instances of exceeding 
Discharge to Water criteria, product loss to Corio Bay, 
exceedance of Discharge to Air sulphur dioxide criteria, 
two visible plume observations and two community odour 
complaints. Most of these incidents occurred during the 2023 
planned turnaround event, where non-standard operating 
conditions existed while major units were shut down and 
restarted. With the exception of the material spill outlined 
below, all incidents were non-material and assessed, 
investigated and reported to the relevant environmental 
regulator where required, with no observable long-lasting 
environmental impacts. 

Spill prevention and response 
Our aim is ‘No Product to Ground’. To ensure no uncontrolled 
release of hydrocarbon products to the environment, we 
implement spill prevention and control measures across all  
of our operations. These involve operational procedures, 
routine surveillance, risk-based inspection programs and  
leak detection technology.

One material spill was reported at the Geelong Refinery  
in January, when approximately 45kg of Very Low Sulphur  
Marine Oil were accidentally lost to Corio Bay, resulting in  
a sheen and staining of foreshore sediments. In consultation 
with EPA and other relevant government authorities, the 
entire area was cleaned and validated, with no long-term 
environmental impacts.

Our performance is managed by tracking loss of primary 
containment (LOPC) incidents that occur within our facilities 
and road transport operations. In 2023 we recorded 22 loss  
of containment events for larger (>100kg) LOPCs across  
the Group.

Significant spills

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2023

Resource recovery in Convenience & Mobility sites
Together with Cleanaway, we are working to improve landfill diversion  
in sites within our Convenience & Mobility network. This includes  
the implementation of recycling bins for food waste, magazines, 
cardboard and newspapers. Cleanaway’s experience with food 
depackaging technology enables Cleanaway to accept and process  
a wide range of challenging feedstocks that would otherwise go to 
landfill. By removing the need for our team members to manually 
separate food from packaging, we can increase landfill diversion  
rates and create a high value nutrient rich organic material for reuse.  
In FY2023, 2,5254 tonnes of total waste was diverted from landfill  
in our Convenience & Mobility sites.

1.  Represents performance of Viva Energy Group (excluding the results of Viva Energy Retail Pty Ltd (Convenience & Mobility business).

2.  Tier 1 and Tier 2 Process Safety Events are defined as per API RP 754.

3.  Not applicable to Viva Energy Retail Pty Ltd (Convenience & Mobility business).

4.  This data is reported on a 1 July to 30 June (FY) basis. Viva Energy Retail Pty Ltd (Convenience & Mobility) applies from May 2023,  

following the Coles Express acquisition. 

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21

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our people and community

Our people 
2023 saw a significant transformation of our workforce and 
their functions. Our employee numbers increased five-fold  
to more than 8,000 due to acquisitions, most notably the 
Coles Express team members joining our Convenience  
& Mobility team.

Transitioning the Coles Express team  
to Viva Energy Retail
Our intention was to ensure a seamless transition and a highly 
engaging employee experience for 6,000 team members 
joining the Convenience & Mobility team. To do this, we 
provided the opportunity for team members to ask questions 
about the change and what it meant for them through a range 
of pre-completion engagement activities that were curated to 
the workgroup, whether they were store-based teams or store 
support team members. For all team members, we facilitated 
the understanding of any changes in policy coverage, 
governance training and learning requirements, employee 
benefits and other important employee experience items.

To support the transition, development of the Transitional 
Services Agreement (TSA) with Coles provided a structured 
approach to understanding how the Convenience & Mobility 
business would support gaps across the provision of people 
activities between the two organisations to ensure a seamless 
team member experience – this was of utmost importance  
for payroll and time and attendance.

It was pleasing to evidence the excellent engagement  
results in the recent ‘Your Voice’ survey for the new 
Convenience & Mobility business. The team recorded 79% 
engagement, as well as strong sentiment shared around 
how energised and excited these teams are for the future 
transformation of this business as we invest in the sites  
and taking the OTR1 format across the network.

2023 Highlights 
•  Leveraged our Viva Energy Australia Employee  

Value Proposition, ‘Grow, Belong, Thrive’, continuing 
to attract new joiners and resonate with current  
team members. 

•  Introduced a Diversity Council with representation 

from each Diversity & Inclusion (D&I) pillar – Gender, 
Pride, Families, Abilities, First Nations Peoples and 
Culture. Extended our D&I pillars to our Convenience 
& Mobility team to help accelerate the transition  
and positive impact of D&I.

•  Introduced a Sustainability Champions network to 
drive environmental initiatives and improvements 
across Viva’s geographical locations and business lines.

•  Launched the Elevate Leadership Development 

program for experienced leaders, with 29 leaders 
completing the program in 2023, while continuing 
to invest in the development of our frontline leaders 
through the ‘Achieve’ program.

•  Achieved a 30% increase in applications for the 2024  
graduate program, successfully recruiting 18 graduates 
across a range of disciplines.

Our business has an exciting outlook ahead as we continue  
to grow and transform. An inclusive culture will be essential  
in the success of our strategy, and will continue to ensure  
our people are highly engaged throughout the transition. 

2023 saw a continued focus on our positioning as an employer 
of choice for gender equality (including our Convenience 
& Mobility business), developing our future leaders and 
continuing to drive greater employee engagement,  
inclusion and belonging. 

2023 employee engagement results

86%

of participating employees feel they have 
the flexibility they need to manage work 
and other commitments

0%

100%

86%

of participating employees understand 
they can arrange time out of work when 
they need to

0%

100%

83%

of participating employees genuinely feel 
supported when making flexible working 
arrangements

0%

100%

Addressing the gender pay gap
We remain committed to eliminating our gender pay gap, 
and we are taking a range of steps to continue to improve 
it. Our 2023 total remuneration gender pay gap of 10.8%2  
is half the national average. 

We recognise that a large part of our pay gap is a result of 
the lower representation of women working in operational 
roles. These roles tend to attract overtime and allowances, 
which are key drivers of our gender pay gap. This year, we 
took the following steps to improve female representation 
across our Commercial, Refining and Supply Chain 
businesses to further close the gap: 

•  Achieved 50:50 balance of executive team reporting  
to our CEO and over 40% representation of females  
in senior leader population.

•  Increased our paid parental leave to 26 weeks for  

Viva Energy Australia.

•  Attracted and retained more women in operational  

roles in our Energy & Infrastructure business, focused  
on growing female representation as Refinery Operators, 
Terminal Operators and aircraft refuellers.

•  Provided further early career mentoring, leadership 
development and training to build in-field capability.

•  Continued to promote flexible working arrangements  

in both operational and non-operational parts of  
the business.

1.  OTR Group acquisition is subject to FIRB approval.

2.  The gender pay gap represents the total remuneration pay gap (mean), expressed as a percentage between women and men in the workforce.

22

Viva Energy Group Limited – Annual Report 2023Our community
We are committed to having a positive impact in the 
communities where we operate.

Through our national and local community programs  
and partnerships, our focus is on improving access to 
community services and enhancing First Nations employment. 
This is demonstrated through our community partnerships 
and employee programs, which encourage contributing  
to the community. 

2023 Highlights 
•  A review of the Viva Energy Australia and  

Viva Energy Retail Community Programs was 
undertaken. While maintaining existing partners,  
we streamlined the VEA programs to focus on 
improving access to community services and 
enhancing First Nations employment. As part of the 
review, we agreed to continue with existing Coles 
Express Community Partners (Red Kite, Movember 
and Fight MND), to at least the end of 2024. 

•  In March, we became the National Fuel supply 

partner for Royal Flying Doctors Service, supplying 
fuel for their aircraft and ground transport. 

•  Delivered 85% of the actions within our 2022-2024 

Reconciliation Action Plan (RAP).

•  Commenced preparation of our third RAP (2024-2026).

•  Continued to work with our community partners  

to leverage and deliver our programs.

We maintain regular engagement with local communities 
and stakeholders via meetings and information secessions, 
newsletter, traditional media and online. 

In Geelong, regular communications with the local community 
include a Geelong Energy Hub newsletter distributed to 
6,500 homes and sent digitally to community stakeholders, 
as well as other online updates and community newsletters. 
Opt-in SMS alerts are available to local residents providing 
updates on operational matters, particularly those that could 
be of concern to the local community. Quarterly community 
information sessions provide the opportunity for face-to-face 
engagement and feedback.

Outside Geelong, other key operational sites close to 
neighbouring communities include the Newport Terminal  
in Victoria and the Gore Bay Terminal in Sydney. Engagement 
with these communities continues to evolve as we tailor our 
community engagement program to align with our operations, 
the projects we are pursuing and the community’s interest. 

Within our heartland operating communities, we offer local 
community grants, supporting local organisations improving 
access to local services.

3.  Community contribution consists of community partnerships, grants, 
customer donations, payroll donations, employee fundraising, fuel 
rebates for major community partners.

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23

54%Customer43%Viva Energy3%Employees$6,401,3163Community contribution 2.89%Of the workforce are First Nations people (233 employees) Collectively, our impact makes a differenceIn 2023:3,980+People benefitted from improved access to community servicesViva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Board of Directors

Robert Hill
Independent  
Non-Executive Director  
and Chairman 

LLB, BA, LLD(Hon),  
LLM, DPolSc(Hon)

Scott Wyatt
Chief Executive Officer 
and Managing Director

BCA

Arnoud De Meyer
Independent  
Non-Executive Director

MSc.E, MSc.BA, PhD 
Management, Hon Phd

Sarah Ryan
Independent  
Non-Executive Director

PhD (Petroleum Geology 
and Geophysics), BSc 
(Geophysics) (Hons 1), 
BSc (Geology), FTSE

Term of office
Appointed to the Board on 
18 June 2018. Formerly an 
Independent Non-Executive 
Director of Viva Energy Holding 
Pty Limited (5 February 2015  
to 17 July 2018).

Skills and experience
The Hon. Robert Hill is a 
former barrister and solicitor 
who specialised in corporate 
and taxation law and who 
now consults in the area of 
international political risk.  
He has had extensive 
experience serving on boards 
and as chairman of public  
and private institutions, 
particularly in the environment 
and defence sectors.

Robert was previously 
Australia’s Minister for Defence, 
Minister for the Environment 
and Leader of the Government 
in the Senate during his time  
as a Senator for South Australia. 
He served as Australia’s 
Ambassador and Permanent 
Representative to the United 
Nations in New York. Robert 
is a former Chancellor of the 
University of Adelaide. In 2012, 
he was made a Companion 
of the Order of Australia for 
services to government and  
the parliament.

Robert is currently Chairman  
of Re Group Pty Limited, 
Director of North Harbour 
Clean Energy Pty Ltd and a 
former Chairman of the NSW 
Biodiversity Conservation Trust.

Board Committee 
memberships
•  Chair of the Remuneration 
and Nomination Committee
•  Member of the Sustainability 

Committee

•  Member of the Strategy  

and Investment Committee

24

Term of office
Appointed as CEO on  
13 August 2014. Appointed  
to the Board on 7 June 2018.

Skills and experience
Scott Wyatt has more than  
30 years’ experience in the oil 
and gas sector and has held 
various leadership roles within 
Viva Energy’s downstream oil 
and gas business (formerly Shell), 
including strategy, marketing 
(consumer and commercial)  
and supply and distribution.

After a long career with Shell 
in New Zealand, Australia and 
Singapore, Scott was appointed 
as CEO in August 2014.

Scott is a director of the 
Australian Institute of Petroleum 
and is a former board member 
of Viva Energy REIT (now 
Waypoint REIT) (2016 to 2019).

Board Committee 
memberships
•  Member of the Strategy  

and Investment Committee

Term of office
Appointed to the Board  
on 18 June 2018.

Term of office
Appointed to the Board  
on 18 June 2018.

Skills and experience
Arnoud De Meyer is a former 
President of Singapore 
Management University (SMU) 
and was previously a Professor 
in Management Studies at the 
University of Cambridge and 
Director of Judge Business 
School. Arnoud was also 
associated with INSEAD as a 
professor for 23 years, and was 
the founding Dean of INSEAD’s 
Asia Campus in Singapore. 
Currently he is Professor 
Emeritus at SMU.

Arnoud currently serves on the 
boards of Banyan Tree Holdings, 
upGrad Tech Pte Ltd, Singapore 
Symphonia Company, INSEAD 
and the Ghent University 
Global Campus, and he is 
the Chair of Human Capital 
Leadership Institute and 
Temasek’s Stewardship Asia 
Centre. He was previously 
an Independent Director of 
Dassault Systèmes (2005 to 2019) 
and served as an Independent 
Director for the Department 
for Business Enterprise and 
Regulatory Reform (UK) and the 
Singapore Economic Review 
Committee. Arnoud also served 
on the boards of Singapore 
International Chamber of 
Commerce and Temasek 
Management Services.

Board Committee 
memberships
•  Chair of the Strategy and 
Investment Committee

•  Member of the Remuneration 
and Nomination Committee

Skills and experience
Sarah Ryan has over 30 years 
of international experience in 
the energy industry, including 
technical, operational and 
leadership roles at a number of 
oil and gas and oilfield services 
companies, and a decade as an 
equity analyst covering natural 
resources.

Sarah is a Fellow of the Australian 
Academy of Technological 
Sciences and Engineering 
(ATSE), a Fellow of the Australian 
Institute of Energy, and a member 
of the Australian Institute of 
Company Directors, Women 
Corporate Directors and Chief 
Executive Women. She serves as 
a member of the ASIC Corporate 
Governance Consultative Panel 
and as Non-Executive Director 
of the Future Battery Industries 
Cooperative Research Centre 
and the Australian Research 
Centre of Excellence for Green 
Electrochemical Transformation  
of Carbon Dioxide, and is Chair  
of the ATSE Energy Forum.

Sarah is currently a Non-Executive 
Director of Aurizon Holdings 
Limited (since 2019), Transurban 
Group Limited (since 2023)  
and Calix Limited (since 2024).  
She is a former Director of Akastor 
ASA (2014 to 2021), Central 
Petroleum Limited (2017 to 2018), 
Aker Solutions ASA (2010 to 2014), 
MPC Kinetic Pty Ltd (2016 to 2022), 
Woodside Petroleum Limited 
(2012 to 2023), and OZ Minerals 
Limited (2021 to 2023).

Board Committee 
memberships
•  Chair of the Audit and Risk 

Committee

•  Member of the Sustainability 

Committee

•  Member of the Strategy  

and Investment Committee

Viva Energy Group Limited – Annual Report 2023Dat Duong
Non-Executive Director 

BBA, CFA

Michael Muller
Non-Executive Director

BA (Econ.Geography)

Term of office
Appointed to the Board  
on 7 June 2018. Formerly  
a Non-Executive Director of  
Viva Energy Holding Pty Limited 
(1 January 2017 to 17 July 2018).

Skills and experience
Dat Duong is the Vitol 
Investment Partnership Portfolio 
Manager and Vitol Investment 
Director and previously the 
Head of Investments for Vitol  
in Asia Pacific.

Dat joined Vitol in 2010 and 
has extensive international 
investment banking experience, 
including with Merrill Lynch in 
the Global Energy and Power 
Investment Banking Group in 
both Hong Kong and Canada, 
where he led multiple landmark 
downstream oil transactions.

Dat commenced his career  
at Esso Imperial Oil in Canada 
as a business analyst. He is 
currently a Director of VG 
Mobility (UK) Advisers Limited, 
Vitol Investment Partnership 
II Limited, Vitol (UK) Advisers 
Limited, VIP Green Mobility  
GP Limited, VTX Energy AIV, 
VAVA Cars International Limited, 
VAVA Cars Systems Limited, VIP 
(UK) Advisers Limited and VE 
Property Pty Ltd. 

Board Committee 
memberships
•  Member of the Audit and  

Risk Committee

Term of office
Appointed to the Board  
on 1 October 2020.

Skills and experience
Mike Muller joined Vitol in  
2018 and is currently the Head  
of Vitol Asia Pte Ltd and a 
member of the Vitol Group 
Board of Directors.

Prior to Vitol, Mike was an 
executive with Shell in the 
UK, Australia and Singapore. 
A member of Shell’s Global 
Trading Leadership since 1999, 
he coordinated global supply 
of chemical feedstocks and 
led various oil trading desks 
both physical and derivatives. 
In 2013, Mike was appointed 
Vice President, Global Crude 
Oil Trading and Supply. In 
this role he was a Director of 
Shell Trading International Ltd, 
Chairman of Shell Western 
Supply & Trading Ltd and of 
Shell Trading Russia BV, and 
a member of global Trading 
Risk, Credit and Compliance 
committees.

Mike is currently a Director  
of Enterprise Singapore, 
and serves on the Maritime 
Decarbonisation Advisory  
Panel to the Transport Minister 
of Singapore.

Board Committee 
memberships
•  Member of the Sustainability 

Committee

•  Member of the Remuneration 
and Nomination Committee

•  Member of the Strategy  

and Investment Committee

•  Member of the Strategy  

and Investment Committee

Nicola Wakefield  
Evans AM
Independent  
Non-Executive Director 

BJuris/LLB, FAICD

Term of office
Appointed to the Board  
on 3 August 2021.

Skills and experience
Nicola Wakefield Evans is 
a highly experienced Non-
Executive Director with broad-
ranging commercial, strategy 
and corporate finance legal 
experience gained over a 30-year 
career, 20 years as a partner 
of King & Wood Mallensons 
(KWM). During her time at 
KWM, Nicola held a variety of 
senior management positions 
with responsibility for the 
development of the international 
practice and the Hong Kong, 
China and London offices. 
Nicola’s key areas of industry 
experience include resource & 
energy, infrastructure, financial 
services and technology.

Nicola is a Non-Executive 
Director of ASX listed 
companies Lendlease 
Corporation and Macquarie 
Group, and serves on the board 
of MetLife Australia (where 
she will become the Chair on 
26 February 2024). She was 
recently appointed to the Future 
Fund Board of Guardians, 
commencing on 1 March 2024.

Nicola is the Chair of 30% Club 
Australia, a member of the 
Takeovers Panel, and of the 
boards of the Clean Energy 
Finance Corporation, the 
Goodes O’Loughlin Foundation 
and the University of New South 
Wales Foundation.

Nicola holds a Bachelor of 
Jurisprudence and a Bachelor  
of Laws from the University  
of New South Wales.

Board Committee 
memberships
•  Chair of the Sustainability 

Committee

•  Member of the Audit and  

Risk Committee

•  Member of the Strategy  

and Investment Committee

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25

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Executive Leadership Team

Scott Wyatt
Chief Executive 
Officer

Carolyn Pedic
Chief Financial 
Officer

Jevan Bouzo
Chief Executive 
Officer, Convenience 
& Mobility 

Dale Cooper
Executive General 
Manager, Refining

Natasha Cuthbert
Chief People and 
Culture Officer

Scott Wyatt has more 
than 30 years’ experience 
in the oil and gas 
sector and has held 
various leadership roles 
within Viva Energy’s 
downstream oil and 
gas business (formerly 
Shell) including strategy, 
marketing (consumer and 
commercial) and supply 
and distribution.

After a long career with 
Shell in New Zealand, 
Australia and Singapore, 
Scott was appointed as 
CEO in August 2014.

Scott holds a Bachelor 
of Commerce and 
Administration from 
Victoria University of 
Wellington.

Carolyn Pedic brings 
extensive industry 
experience, with nearly 
25 years’ experience 
in finance and risk 
management roles across 
energy and mining in 
Australia, Europe and 
South America. 

Previously, Carolyn 
was Group Financial 
Controller at BHP and, 
prior to that, Head of 
Wholesale Markets Risk 
at AGL Energy. She has 
also spent more than 
15 years in professional 
services firms, EY and 
PwC, focusing on 
financial advisory and 
audit services in the 
energy sector.

Carolyn is a Chartered 
Accountant and holds  
a Bachelor of Commerce 
from the University of 
Melbourne.

Since joining the 
Company in 2015, Jevan 
Bouzo has held roles 
with responsibility for 
supply chain operations, 
distribution and logistics, 
fuel procurement, 
scheduling, wholesale 
supply and commercial 
pricing as well as 
finance, tax, treasury, 
Group procurement 
and insurance. Jevan 
has also delivered 
complex transactions 
including the Group 
IPO, establishment of 
the private business 
and transformation 
to publicly listed 
company as well as the 
establishment and IPO 
of Viva Energy REIT (now 
Waypoint REIT). Prior to 
joining the Company, 
Jevan worked at Ernst & 
Young in assurance and 
business services where 
he led assurance and 
business improvement 
engagements for  
a number of clients 
across the energy  
and retail sectors. 

Jevan is a Chartered 
Accountant and holds  
a Bachelor of Commerce 
(majoring in Accounting 
and Finance) from 
Monash University.

Dale Cooper has more 
than 35 years’ experience 
in the oil and gas and 
refining industries. 

Dale spent over 20 years 
with Irving Oil in Canada 
where he held refining 
and commercial roles, 
most recently as General 
Manager of the 320 kb/d 
Saint John Refinery. 
Prior to this, Dale held 
leadership roles in Rail 
Logistics, Supply Chain 
Operations, Refinery 
Operations and Project 
Management at Irving 
Oil. Prior to joining Irving 
Oil, Dale held operational 
and engineering roles 
with Saudi Aramco in 
Saudi Arabia and Esso 
Petroleum Canada in 
Nova Scotia.

Dale holds a Bachelor 
of Science, Chemical 
Engineering from 
the University of 
New Brunswick and a 
Masters of Business 
Administration from 
the University of New 
Brunswick. Dale was a 
former board member 
of Emergency Response 
Assistance Canada, a 
national organisation 
supporting industry in 
the transportation of 
dangerous goods.

Natasha Cuthbert 
has over 20 years 
of experience in 
human resources and 
transformation across 
both supermarket and 
leisure goods retail, and 
in oil and gas.

Prior to joining Viva 
Energy, Natasha had 
long tenure in retail 
across the Coles Group 
and Super Retail Group, 
holding senior leadership 
roles through turnaround 
and transformation. 
She held various senior 
human resources roles 
during her time at Coles 
Group, including Head 
of Talent and Diversity, 
and General Manager 
Merchandise Business 
Units. At Super Retail 
Group, Natasha held 
General Manager roles in 
Business Partnering and 
Transformation. Prior to 
this role, she was General 
Manager – People and 
Culture at Viva Energy.

Natasha holds a Bachelor 
of Science with Honours 
(majoring in Zoology) 
from the University of 
Melbourne. Natasha 
also has completed 
post graduate studies in 
human resources  
at Deakin University.

26

Viva Energy Group Limited – Annual Report 2023Amanda Fleming
Chief Digital and 
Transformation 
Officer

Jennifer Gray
Executive General 
Manager, Supply 
Chain 

Lachlan Pfeiffer
Chief Business 
Development 
and Sustainability 
Officer

Denis Urtizberea
Executive 
General Manager, 
Commercial

Denis Urtizberea joined 
Viva Energy Australia  
in late 2015, bringing  
25 years of experience  
in the oil and gas 
industry. He developed 
a passion for customer 
centricity through  
a number of diverse  
sales and marketing 
leadership positions, 
primarily in the business-
to-business arena.

Starting his career  
in a small subsidiary  
of Total, moving then 
to BP/Castrol Group 
before joining Puma 
Energy and finally Vivo 
Energy and Viva Energy 
Australia, Denis has had 
the opportunity to build 
a strong international 
culture through 
negotiating deals in  
more than 100 countries 
across the globe.

Denis holds a qualification 
in engineering (Physics 
and Chemistry).

Jennifer Gray has more 
than 25 years’ experience  
in the oil and gas sector.

Jennifer was previously 
the CEO of Liberty Oil 
Australia and, prior to 
that, has held various 
leadership roles within 
Viva Energy and Shell 
across a broad range 
of disciplines including 
retail operations, supply 
chain, commercial sales,  
pricing and strategy. 
This has seen her work 
extensively in operations 
around the world, 
including five years 
based in London. She 
is a Director of Liberty 
Oil Australia, Liberty 
Oil Convenience and a 
former board member of 
the Australian Association 
of Convenience Stores.

Jennifer holds a Bachelor 
of Arts in Linguistics and 
a Bachelor of Commerce 
and Administration from 
Victoria University in 
Wellington. 

Lachlan Pfeiffer  
is responsible for  
Viva Energy’s business 
development, 
corporate transactions, 
new energies and 
sustainability activities. 
He also has executive 
responsibility for a 
number of corporate 
departments, including 
legal, government  
and media relations. 
From 2018 to 2020,  
he also served as a  
Non-Executive Director  
of the ASX listed 
Waypoint REIT (previously 
Viva Energy REIT). 

Lachlan joined the 
business in 2014.  
His previously held  
roles within the Group 
include Executive 
General Manager,  
Legal and External  
Affairs and General 
Counsel. Prior to joining 
Viva Energy, Lachlan 
worked as a corporate 
lawyer for Skadden,  
Arps, Slate, Meagher  
and Flom (UK) LLP,  
based in London for 
seven years. 

Lachlan holds a Bachelor 
of Commerce from 
Melbourne University 
and a Bachelor of 
Laws (with Hons) from 
Monash University. He 
holds a legal practicing 
certificate in Victoria.

Amanda Fleming 
has over 20 years of 
experience across retail, 
fast food and FMCG 
leading business-wide 
transformations, as well 
as human resources, 
merchandise, operations 
and commercial 
functions.

Amanda joined the 
Company in 2019 and 
previously held the role 
of Chief People and 
Technology Officer.

Prior to Viva Energy, 
Amanda was the Chief 
Transformation Officer 
(CTO) and Managing 
Director, Commercial,  
for Super Retail Group, 
the owners of Super 
Cheap Auto, Rebel, 
Boating, Camping, 
Fishing (BCF) and 
MacPac. Previously 
Amanda has held 
executive roles including 
Director of Human 
Resources for Coles 
Group in the Wesfarmers 
organisation, Chief 
Operations Officer and 
Chief People Officer  
for Pizza Hut USA,  
and Human Resources 
Director for Mars 
in Australia (where 
she also served as 
European Organisational 
Development Manager 
for Mars in the UK  
and Europe). 

Amanda holds a Masters 
of Organisational Change 
from Hult International 
Business School and a 
Bachelor of Business 
from Deakin University.

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27

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Risk management

Our growth and success depends on our ability to understand 
and respond to the challenges of an uncertain and changing 
environment. This uncertainty generates risk, with the 
potential to be a source of both opportunities and threats. 
Risk management helps us to provide greater certainty  
and confidence for all our stakeholders, and is central to 
achieving our strategic objectives. 

Our Enterprise Risk Management (ERM) Framework and 
related risk management policies and procedures identify, 
assess, monitor and manage risk and, where appropriate, 
keep relevant stakeholders informed of material changes  
to the Group’s risk profile. 

The Company’s risk appetite provides a framework for defining 
the level of risk it considers appropriate and contributes to  
the identification of controls and risk mitigation strategies.

In accordance with the ERM Framework, we maintain Risk 
Registers that identify the following categories of risk:

•  Strategic risks – being operational, financial and regulatory 
risks, which are capable of affecting the achievement of  
the Group’s strategic objectives.

•  Health, Safety, Security and Environment (HSSE) Risks – 
risks that have the capability to cause harm to people,  
the environment, assets or our reputation as a result  
of our business operations.

•  Data and systems risks – risks that have an impact of 
operational, reputational or financial damage or loss,  
from both a cyber and non-cyber data risk perspective.

Our Risk Registers give our Board and management visibility 
over the exposure to material risks across the organisation. 

They assist in supporting risk management and reporting 
against our risk appetite.

The Risk Registers are subject to regular reviews to  
consider changes to our internal and external environments 
and the likelihood and consequence of each known risk. 
Executive management and the Board regularly review the 
risks identified, challenge how they are mitigated and assess 
the assurance activities directed towards the key controls  
over each of the risks.

While risk oversight and management is a shared, Group-
wide responsibility, the Board is ultimately responsible for risk 
management oversight and stewardship. With the guidance  
of the Audit and Risk Management Committee, the Board  
is responsible for: 

•  overseeing the establishment of and approving an 

appropriate risk management framework for the Company 
(covering both financial and non-financial risks), including the 
strategy, policies, procedures and systems of the Company 
for managing risk, and setting the risk appetite within which 
the Board expects management to operate; and

•  reviewing and monitoring the effectiveness of the 
Company’s risk management framework, policies, 
procedures and systems.

Management regularly demonstrates to the Board that the 
Company is operating with due regard to its risk appetite.

Our material risks are outlined in the table below, organised 
by risk category and the nature of our response. These risks 
have been identified as having the potential to materially 
influence our financial or non-financial performance,  
and our ability to achieve our strategic objectives.

Strategic risk

Our response

Compliance and regulatory risk

Compliance 
Viva Energy is subject to a wide range of legislative 
and regulatory obligations and we operate a 
number of facilities under various permits, licences 
and approvals (Regulatory Approvals), including 
facilities designated as Major Hazard Facilities. 

Failure to comply with legislative requirements  
or the conditions of Regulatory Approvals may 
cause damage to our brand and reputation.  
It could also result in fines and penalties and/or loss 
of applicable Regulatory Approvals, which would 
adversely impact Total Shareholder Return (TSR).

Action by governments and regulators
Changes in laws or the conditions of Regulatory 
Approvals could also materially impact our 
strategic objectives, operations and TSR.

Compliance 
•  Our compliance program incorporates Business Principles and Code of 
Conduct, policies and procedures, staff compliance training and audits.

•  We have detailed operating procedures, standards, training, audit and 

assurance programs.

•  We have the specialised knowledge we need in our teams and from external 
consultants and we involve subject matter experts to minimise the risk of  
non-compliance with permits, legislation and regulation.

•  We monitor existing regulatory requirements.

•  We have a robust licence renewal submission process to ensure that the 

business is not subject to onerous additional conditions.

Action by governments and regulators
•  We monitor political activity and proposed changes to the law.

•  We work with select industry bodies to influence on issues that may affect  

our industry.

•  We engage with regulatory bodies and lawmakers both directly and through 

industry bodies on issues that may affect our industry.

Commodity price exposure
Viva Energy is exposed to the risk of movements  
in global hydrocarbon pricing, particularly in 
respect of the refining margin earned by the 
Geelong Refinery. Fluctuation in the refinery  
margin can impact TSR.

•  We manage commodity price exposure through active monitoring of  

commodity price exposure, hedging and the purchase or sale of swap  
contracts up to 24 months forward.

•  Federal Government Fuel Security Services Payment (FSSP) provides 

financial support in a low refining margin environment during the applicable 
commitment period.

28

Viva Energy Group Limited – Annual Report 2023Strategic risk

Our response

Operational and supply chain risks
Our operations and supply chain can be disrupted 
by events such as extreme weather, accidents, 
breakdown or failure of infrastructure, interruption 
of power supply, and off-shore supply impacts. 
Disruption to any part of Viva Energy’s supply chain 
could impact our operations and TSR.

The Geelong Refinery may be disrupted by 
mechanical failures, equipment shutdowns,  
major accidents and other events that disrupt 
operations. Any such event may have a material 
adverse impact on refining capacity and revenues.

Supply chain
•  We maintain minimum stock levels.

•  We conduct due diligence assessments on shipping and road  

transport providers.

•  We also manage this risk through alternative supply options.

•  We maintain insurance coverage for major events and supply interruptions.

Refinery
•  The Geelong Refinery has a proactive monitoring, inspection and  

preventative maintenance program to manage the risk of HSSE incidents  
and unplanned plant outages.

•  In line with better practice and industry standards, unit turnarounds are 

undertaken every four to six years.

•  The business has emergency and crisis management plans in place and 

regularly undertakes simulated response exercises to test the effectiveness 
of these plans. These exercises often include the relevant community and 
emergency response authorities.

•  We invest in utility infrastructure to minimise the impact of disruptions  

to externally provided resources such as gas, electricity or water.

•  We maintain sufficient finished product stock levels to ensure an adequate 

buffer to cover typical potential unplanned outages.

•  We continue to monitor and vet international shipping and procurement 

activities, and provide regular updates to all relevant personnel.

HSSE risks
Processing, transportation and storage of crude  
oil and petroleum products, and the operation  
of the Geelong Refinery and fuel storage facilities, 
include inherently hazardous and dangerous 
activities. A major incident could result in injury  
or fatality and/or damage to the environment.  
This could also negatively impact our brand  
and reputation, and TSR.

There is also a risk of smaller spills and leaks  
of petroleum and crude oil to the environment, 
which would give rise to liabilities for clean-up  
and remediation costs.

With the acquisition of the Convenience retail 
business, there are additional business-specific 
personal safety/security risks related to cash 
handling and tobacco sales, as well as the general 
risk to team members as a result of interactions  
with members of the public. There are also 
reputational risks associated with managing  
public safety on retail sites, as well as effective  
food safety practices.

•  We have in place a comprehensive HSSE control framework and  

management system.

•  Our HSSE Management System is supported by a number of policies, 

procedures and standards designed to ensure that HSSE risks are either 
eliminated or reduced so far as reasonably practicable.

•  We provide appropriate information, instruction, training and supervision  

to our people to drive safe operations at all levels.

•  We have a risk-based audit and assurance program, which reviews facilities 
and critical activities against the HSSE Management System, legislative 
requirements and industry best practice in order to identify continuous 
improvement opportunities.

•  Significant and high potential events are investigated to identify root causes, 

with corrective actions put in place and learnings shared across our operations.

•  HSSE performance is one of our key performance indicators that is actively 

measured and reported to the Board.

•  The Convenience business has a comprehensive food safety training program 
in place for all employees, as well as established monitoring and assurance 
processes to support ongoing food safety compliance.

•  Site security processes, including cash and tobacco management, are an 
ongoing focus, including implementation of new and improved security 
technologies within stores as required.

Key strategic relationships and third party branding
We have a number of key business and operational 
relationships, including with Shell, Vitol, Coles 
Group and Liberty Oil Convenience. A material 
deterioration in the nature of Viva Energy’s 
arrangements with these parties or a material 
decline in the performance of these parties or their 
reputation or brand has the potential to negatively 
impact our brand and reputations as well as TSR.

•  We manage this risk via the contractual rights and obligations in place with  

each relevant party.

•  We have established a crisis management team and we undertake an annual 

crisis management training exercise jointly with Shell.

•  We have regular engagement with representatives of all third parties.

•  We have representation on the Boards of Viva Energy equity interests  
(e.g. Liberty Oil Convenience) to oversee that an appropriate internal  
control framework is in place.

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29

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Risk management continued

Strategic risk

Our response

Climate change
Climate change risk has both transitional and 
physical elements. Transitional risk is the risk flowing 
from a transition to a lower-carbon economy that 
may affect the Group’s business model in the future. 
Physical risk is the risk flowing from acute events 
or chronic longer-term shifts in climate patterns 
resulting from climate change that may require 
mitigation and adaptation actions.

The risk to our business includes:

•  decline in demand for our products due to 
government policy, technology or market 
changes in response to climate change  
(including shifts in consumer preferences);

•  increased operating costs arising from regulatory 
responses to reduce greenhouse gas emissions 
(such as a price on carbon);

•  increased exposure to legal action as  

stakeholder scrutiny of emissions-intensive 
industries grows;

•  increased reputational impacts affecting our 
ability to attract investment and talent; and

•  physical impacts on our assets and supply  

chains from increased frequency and severity  
of extreme weather and rising sea level events.

Liquidity and financing
Viva Energy has substantial working capital 
requirements due to the need to purchase large 
shipments of crude oil and refined products.  
We rely on banks and supply and trade financing 
arrangements to provide working capital funding. 
Adverse changes in our relationship with providers 
of funding or in financial markets, which reduce  
our access to, or increase the cost of, funding  
could adversely impact our financial position.

Refining margin exposure
The Geelong Refining Margin (GRM) is based on 
the difference between the value of the refined 
products that the Geelong Refinery produces and 
the cost of the crude oil and feedstock it consumes 
to do so. Refining margins are affected by a range 
of factors including a decline in regional demand 
for refined products, increased refining capacity, 
international freight costs and exchange rate 
fluctuations. A low GRM can materially impact 
earnings of the Geelong Refinery.

•  We seek to understand our performance in a range of future demand scenarios, 

including by assessing the potential impacts of transitional risks on the 
performance of our business units.

•  We have adopted the recommendations of the Task Force on Climate-related 
Financial Disclosures (TCFD) as a framework for our climate risk assessment  
and disclosures.

•  We actively monitor industry forecasts and technological developments  

to understand where the industry and energy markets are heading.

•  Our strategy focuses on our core business, as well as pursuing new sustainability 

strategic opportunities that we see developing in the lower carbon energy 
transition, such as our vision for the Geelong Energy Hub.

•  We are incorporating climate-related issues into our financial planning process 
by adopting shadow carbon prices to be applied in our investment evaluation 
and capital allocation process. Noting that the Geelong Refinery is captured 
under the Australian Government’s Safeguard Mechanism. 

•  We consider physical climate risks when developing significant projects.

•  We monitor and report on our carbon footprint, and have announced our 

commitment to operational emissions reduction targets, including net zero  
emissions reduction commitments (operational Scope 1 and Scope 2 
greenhouse gas emissions): non-refining by 2030, Group by 2050.

•  We are a member of energy forums, industry groups and peak advocacy  
bodies and see value in joint industry action on climate change in order  
to promote sustainable industry development.

•  We also monitor potential regulatory change and participate in consultation 
processes either directly or through industry associations to shape policy in  
the area of climate change, and we maintain a policy dialogue with all levels  
of government on climate change issues.

•  Our treasury function operates within a fit for purpose Board-approved  

Treasury Policy. The Policy requires maintenance of sufficient cash reserves and 
ensures robust reporting of our cash position to management and the Board.

•  We have access to working capital funding sources through a syndicated 

financing facility and a range of trade finance facilities.

•  Our credit risk management function ensures credit is provided within our 

desired risk parameters.

•  We actively monitor cash flow through the proactive management of accounts 
receivable and accounts payable, and we have insurance cover in the event  
of a major incident to supplement loss of income (cash receipts).

•  We undertake regular assessment of the economic viability of maintaining 
refining activities. This includes rigorous economic justification for capital 
projects and turnarounds as well as the ability to shut down unprofitable 
individual processing units, logical groups of units or the complete refinery.

•  We utilise dynamic production planning and inventory management to optimise 

refining margin performance while considering changing market demands.

•  We have programs to improve operational availability and reliability.

•  We have in place a fit for purpose refinery margin hedging policy.

•  Federal Government Fuel Security Services Payment (FSSP) provides 

financial support in a low refining margin environment during the applicable 
commitment period.

•  Refining margin movements as a result of regional market forces are inherent  
in the refining business and the activities outlined above are not designed  
to completely eliminate this exposure.

30

Viva Energy Group Limited – Annual Report 2023Strategic risk

Our response

Exchange rate
Viva Energy purchases crude oil, feedstock  
and finished products in US dollars and sells  
its products predominantly in Australian dollars. 
Fluctuations in the AUD/USD exchange rate may 
negatively impact our earnings and cash flow.

Credit risk
Credit risk is the risk that a customer or 
counterparty fails to meet its contractual payment 
obligations. Such a default could impact our 
revenue and cash flow.

Material decline in demand for our products
A number of external factors, including a decline 
in economic activity, the entry of new competitors 
into the business segments in which we operate,  
a change in government policies/regulation,  
shifts in consumer preferences and changes  
in technology, have the potential to negatively 
impact demand for our products.

If there is a significant decline in demand for our 
products, this could materially impact TSR.

•  We operate a hedging program that is designed to manage the impact  

of exchange rate fluctuations.

•  We undertake credit risk assessments on customers.

•  We establish credit limits.

•  We manage exposure to individual entities.

•  We have insurance cover in place in the event of major incidents to supplement 

loss of income (cash receipts).

•  We operate in a range of business segments and with a range of  

product offerings.

•  We seek to understand our performance in a range of future demand scenarios.

•  We actively monitor industry forecasts and technological developments  

to understand where the industry and energy markets are heading.

•  Our strategy is to optimise performance of our core business as well as to 

identify new adjacent areas for growth and new opportunities in the energy 
sector, such as electric vehicles, hydrogen, bio fuels and other alternative fuels.

Labour costs, labour availability and industrial disputes
Viva Energy’s operations are affected by availability 
and costs of labour and the health of our working 
relationships with employees and labour unions. 

unions’ representatives.

•  We have in place employee agreements.

•  We proactively manage the relationships with our employees and employee 

A major dispute with one or more unions 
representing our (or our major contractors’) 
employees could disrupt operations at one or  
more of our facilities and materially impact TSR.

Similarly, a material increase in the cost of labour 
could impact production costs and profit margin.

Cyber security
A cyber security breach by an external  
attacker or trusted insider could cause loss  
of confidentiality, integrity and availability of  
critical data and/or IT systems that could result  
in operational, reputational or financial damage  
or loss to Viva Energy.

•  We conduct regular benchmarking to ensure that wages and other benefits 

offered to employees remain competitive.

•  In the event that a risk of employee or third party industrial activity is 

heightened, we develop contingency plans to mitigate potential impacts  
on our operations.

•  We have a range of user access controls that restricts and contains the ability  

for a user to have wide-ranging access.

•  We have robust user education and training as the frontline defence  

mechanism to phishing and malware attacks. Our recent focus has been  
on increasing users’ ability to identify and handle cyber-related threats.

•  We operate a third party Security Operations Centre, which monitors and 

analyses Viva Energy’s security posture.

•  We utilise extensive technology-based controls and undertake independent 

technology controls testing and validation.

•  We engage with agencies/bodies that monitor and provide intelligence to 

companies regarding cyber threats. These include the Critical Infrastructure 
Centre, the Australian Security Intelligence Organisation – Business & 
Government Liaison Unit and the Australian Cyber Security Centre.

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31

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating and financial review

FY2023 Business performance summary
Viva Energy delivered a strong performance in 2023,  
with exceptional results across the Commercial & Industrial 
business and significant progress on the development of 
the Convenience & Mobility business. While the Energy 
& Infrastructure business was impacted by extended 
maintenance, the underlying refining fundamentals were 
robust and the business is well placed to take advantage  
of this in the year ahead.

Together with the continued diversification 
of Commercial & Industrial business and 
development of new energy opportunities 
in hydrogen, lower carbon fuels and 
recycled waste, the Group is establishing 
foundations to maintain growth and 
successfully manage the energy transition.

To further assist with the assessment of the underlying 
performance of the business, Group results on an RC basis 
include lease expense and exclude lease interest and right  
of use amortisation. These amounts are captured in the  
‘Non-cash lease adjustments’ line item in the above 
reconciliation table. Financial measures based on replacement 
costs and inclusive of lease expense are identified by the use 
of the suffix ‘RC’.

Reporting changes implemented in 2023 
During the reporting period, upon the completion of the 
Coles Express acquisition on 1 May 2023, the Group’s 
strategy to expand into the Convenience sector and operate 
its business as three distinct ‘Convenience & Mobility’, 
‘Commercial & Industrial’ and ‘Energy & Infrastructure’ 
segments came into effect. At the time, the Group formally 
changed the way in which its business results are reported 
to the Chief Operating Decision Maker, and accordingly has 
adopted the following reportable segments in the current 
reporting period:

Convenience & Mobility (C&M): 

The key earnings stream in C&M is from an integrated network 
generating both convenience and fuel revenue streams.  
This also includes some relatively smaller contributions from  
a Dealer Owned network and Shell Card.

Commercial & Industrial (C&I):

The key earnings stream in C&I is from the supply of fuels, 
lubricants and specialty fuel products and services to the 
Marine, Aviation, Resources, Transport and Wholesale sectors. 

Energy & Infrastructure (E&I): 

Refining will continue to report as its own segment under  
the new heading of Energy & Infrastructure, which in addition 
to the Group’s refining activities, also captures the evolving 
Geelong Energy Hub operations.

Corporate: 

There is no change to the Corporate reportable segment. 

The change in reportable segments is reflected in both 
current and comparative periods.

2023 was a transformational year for the Company.  
The acquisition of Coles Express and planned acquisition  
of the OTR Group1 provides the platforms to establish  
Viva Energy as the leading convenience retailer in Australia. 
Together with the continued diversification of the Commercial 
& Industrial business and development of new energy 
opportunities in hydrogen, lower carbon fuels and recycled 
waste, the Group is establishing foundations to maintain 
growth and successfully manage the energy transition.

Viva Energy consolidated results for the full 
year ended 31 December 2023
The Group net profit after tax on a Historical Cost basis 
(‘HC’) for FY2023 was $3.8 million (‘M’). After adjusting for net 
inventory loss, significant one-off items, revaluation gains  
and non-cash lease adjustments, net profit after tax on  
a replacement cost basis (‘RC’) for the year was $318.2M.  
A reconciliation is provided below:

Reconciliation of statutory profit  
after tax to net profit after tax (RC) 

Statutory profit after tax
Add: Net inventory loss*

Add: Significant one-off items*^

Less: Revaluation gain on FX and oil derivatives*

Add: Non-cash lease adjustments*

Net profit after tax (RC)

*  Results are reported net of tax.

($M)

3.8

179.1

106.6

(11.2) 

39.9

318.2

^  Significant one-off items includes an impairment loss of $79.9M, $26.7M 
in non-recurring net acquisition and transition related costs and $4.6M 
in amortisation charges which will not be incurred in future periods, 
partially offset by a non-recurring $4.6M gain on bargain purchase.

Group results on a HC basis are calculated in accordance 
with International Financial Reporting Standards (IFRS) 
and show the cost of goods sold at the actual prices paid 
by the business using a first-in-first-out (FIFO) accounting 
methodology. As such, HC accounting includes gains and 
losses resulting from timing differences between purchases 
and sales of inventory and the rise and fall of oil and product 
prices during that time. Gains and losses arising from the  
rise and fall of oil and product prices are typically offset by  
a change in working capital because of the higher or lower 
cost to replenish inventory. RC accounting is a non-IFRS 
unaudited measure under which the cost of goods sold  
is calculated on the basis of theoretical new purchases  
of inventory instead of the historical cost of inventory.  
As a result, it removes the effect of timing differences to 
enable users of the financial information to more consistently 
assess the underlying performance of the business.

1.  Subject to FIRB approval.

32

Viva Energy Group Limited – Annual Report 2023Summary statement of profit and loss

($M)

Revenue

31 December 2023

Group

C&M1

C&I2

26,741.1 10,101.1 16,640.0

Cost of goods sold (RC)

(24,134.3) 

(8,897.0)  (15,611.1) 

Gross profit (RC)

2,606.8

1,204.1

1,028.9

Total EBITDA (RC)

Convenience & Mobility

Commercial & Industrial

Energy & Infrastructure

712.8
232.2

447.5

65.4

221.4
232.2

–

–

436.7
–

447.5

–

65.4

E&I3

–

373.8

373.8

54.7
–

–

31 December 20225

Group
26,432.6

C&M1
7,975.8

C&I2
18,456.8

E&I3 Variance
308.5

–

(23,846.7)

(7,111.5) 

(17,610.0) 

874.8

(287.6)

2,585.9

1,075.8

249.6

335.3

517.9

864.3

240.6

249.6

–

–

846.8

326.3

–

335.3

874.8

508.9

–

–

20.9

(363.0) 

(17.4) 

112.2

517.9

(452.5) 

Corporate

(32.3) 

(10.8) 

(10.8) 

(10.7)

(27.0) 

(9.0) 

(9.0) 

(9.0) 

(5.3) 

2. Share of profit from 

associates

Net gain/(loss) on other 
disposal of assets

3. Depreciation and 
amortisation

Profit before interest 
and tax (RC)
4. Net finance costs

1.9

0.6

2.1

(0.2) 

–

2.2

2.0

0.2

(1.0) 

3.3

(1.7)

(6.5) 

(0.7) 

(5.8) 

–

–

(0.3) 

7.1

(197.7) 

(54.6) 

(62.9) 

(80.2) 

(179.0) 

(48.0) 

(63.7) 

(67.3) 

(18.7) 

517.6

167.9

376.9

(27.2)

892.5

193.9

(77.3) 

(11.9) 

(57.0) 

(8.4) 

(40.1) 

(3.8) 

257.0

(31.9)

441.6

(374.9)

(4.4) 

(37.2) 

Profit before tax (RC)
5. Income tax expense (RC)

440.3

156.0

(122.1)

(43.2)

319.9

(88.6)

(35.6)

9.7

318.2

112.8

231.3

(25.9)

(106.6) 

(179.1) 

11.2

(39.9) 

3.8

0.2

20.7

Net profit after tax (RC)
6. Significant one-off items4
7. Net inventory loss4
8. Revaluation gain on FX 
and oil derivatives4

9. Non-cash lease 
adjustments4

10.Net profit after tax (HC)

Statutory earnings 
(cents) per share

Underlying earnings 
(cents) per share

1.  Convenience & Mobility (C&M).

2.  Commercial & Industrial (C&I).

3.  Energy & Infrastructure (E&I).

4.  Results are reported net of tax.

5.  Comparative updated to reflect the change in reportable segments.

852.4

(255.8) 

596.6

2.6

(119.1) 

88.7

(54.5) 

514.3

33.3

38.6

190.1

225.1

437.2

(57.1) 

(67.5) 

(131.2) 

133.0

157.6

306.0

(412.1)

133.7

(278.4)

(109.2)

(60.0)

(77.5)

14.6

(510.5)

(33.1)

(17.9)

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33

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating and financial review continued

The table below provides a reconciliation between profit before tax (RC) shown on page 33 and profit before tax (HC) in Note 3 
Segment information within the financial statements.

31 December  
2023 
Total segments

31 December 
2022 
Total segments

440.3

852.4

–

344.9

(242.0) 

(160.0) 

16.0

(255.9) 

(106.6) 

36.7

0.7

310.2

(225.2) 

(163.5) 

126.5

(170.1) 

0.8

731.8

Commercial & Industrial (C&I)
C&I EBITDA (RC) increased by 33% to $447.5M in FY2023,  
the third consecutive year of earnings growth. Sales volumes 
were up 12.6% (to 10,965 ML) led by a continued recovery in 
International Aviation and strong demand from most other 
C&I segments due to new business wins and a generally 
favourable economic environment.

During the period the Group completed the small acquisition 
of Skyfuel Australia, growing the regional airport presence 
and customer solutions offering, and Lyondellbasell 
Advanced Polyolefins Australia (LAPA) to increase the Group’s 
specialties footprint and access new markets in Australia 
and New Zealand. The Group also entered into two long-
term, strategically important contracts with the Australian 
Defence Force (ADF) and Royal Flying Doctors Service (RFDS), 
consistent with its focus on the development of high-quality, 
diversified specialty businesses.

Energy & Infrastructure (E&I)
E&I delivered EBITDA (RC) of $65.4M in FY2023, compared 
to $517.9M the same time last year. Earnings were impacted 
by lower regional refining margins, the planned major 
maintenance turnaround and the compressor incident, 
partially offset by a recognised insurance recovery of $80.0M.

Crude intake reduced to 31.6MBBLs and the Geelong Refining 
Margin (GRM) declined to US$9.8/BBL, with higher operating 
costs due to increased shipping activity to support the major 
maintenance turnaround and unplanned extended outage  
of the Platformer and associated units. Additional imports  
of refined products to replace crude and outsales of 
intermediate products also affected the GRM.

Following the return to full production over the course of 
4Q2023, the Geelong Refinery is well positioned to capture 
higher regional refining margins. 

($M)

Profit before tax (RC) as above

Adjusted for:

Interest income

Lease expense

Right-of-use amortisation

Lease interest expense

Revaluation gain on FX and oil derivatives

Net inventory loss

Significant one-off items

Profit before tax (HC)

Summary statement of profit and loss analysis

1.  EBITDA (RC)

Convenience & Mobility (C&M)
C&M EBITDA (RC) was $232.2 million (M) in FY2023. Resilient 
fuel and convenience sales together with a strong margin 
environment supported underlying growth of $35M, offsetting 
the unwinding of advantaged purchasing benefits achieved  
in FY2022 and short-term higher supply costs resulting from 
the Geelong Refinery disruptions during FY2023.

Convenience sales excluding tobacco increased by 8% over 
the year, with margins expanding to 35.7% by 4Q2023, driven 
by changes in margin mix, price management, and expansion 
of the food-to-go category. 

Fuel sales volumes grew 0.9% to 4,556 million litres (ML), 
with the Company-operated network achieving weekly fuel 
volumes of 58 ML, in line with the prior year. Net growth was 
driven by the Liberty Convenience network, which ended the 
period at 101 stores nationwide. Premium petrol penetration 
improved from 30% to 31%.

The Coles Express business was successfully transitioned to 
Viva Energy in May, and work is underway to progressively 
exit the Coles Group transitional services arrangements 
and reduce higher overhead costs associated with these 
arrangements. The short-term contribution from this 
acquisition was also impacted by lower than expected top 
line growth driven by cost-of-living pressures and impacts 
from the illicit tobacco trade, coupled with annual rent and 
award wage increases. Price optimisation and operational 
improvements are expected to drive earnings growth in 2024.

The acquisition of the OTR Group, which was announced  
in April 2023, provides sophisticated systems and digital 
capabilities and a leading convenience and quick-service 
restaurant offer, generating $3.9M of sales per store average 
versus the Coles Express network at $1.6M. The Australian 
Competition and Consumer Commission (ACCC) approved 
the acquisition in December 2023, subject to divesting  
25 sites in South Australia. The transaction is expected to 
complete in 1H2024, subject to Foreign Investment Review 
Board (FIRB) approval.

34

Viva Energy Group Limited – Annual Report 20232.  Share of profit from associates
Share of profit from associates of $1.9M represents the 
Group’s 50% ownership of the yearly results of associate 
investments, equating to a $2.1M profit recognised for  
Liberty Oil Convenience and a $0.2M loss relating to Fuel 
Barges Australia.

3.  Depreciation and amortisation
Depreciation and amortisation for the year includes $174.4M  
of depreciation on property, plant and equipment, $20.3M  
of amortisation expense on intangible assets and $3.0M  
on leases classified as finance leases prior to the adoption 
of AASB 16 Leases. Total depreciation and amortisation 
of $197.7M has increased by $18.7M on the previous year 
primarily due to the purchase of the Coles Express business, 
which carried $118.1M in property, plant and equipment 
and software intangibles at the time of acquisition, and 
contributed $17.7M in depreciation and amortisation from  
the date acquired. Amortisation of right-of-use assets is 
captured in line item ‘Non-cash lease adjustments’.

C&I sales volumes were up 12.6% 
(to 10,965 million litres) led by a 
continued recovery in International 
Aviation and strong demand from 
most other C&I segments.

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35

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating and financial review continued

4.  Net finance costs
Net finance costs of $77.3M were $37.2M higher than the prior 
comparative year and consisted of interest income of $12.0M, 
interest expense on borrowings, amortised transaction costs 
and associated fees of $74.9M, finance costs associated with 
leases classified as finance leases prior to the adoption of 
AASB 16 Leases of $7.8M, and $6.6M from the unwinding  
of discounted balance sheet provisions.

7.  Net inventory loss
The net inventory loss relates to the effect of movements 
in crude and refined product prices and foreign exchange 
on inventory recorded at HC using the FIFO principle of 
accounting. The loss of $179.1M (net of tax) primarily reflects 
decreasing refined product prices and foreign exchange 
movements, which were heightened due to the extended 
outage at the refinery experienced during the year.

The increase in net finance costs is due primarily to higher 
borrowings and increases in market interest rates compared to 
2022. Additionally, the Group refinanced the Revolving Credit 
Facility in December 2023, and capitalised borrowing costs 
associated with the previous facility amounting to $2.3M were 
considered extinguished under accounting standard guidance, 
and therefore expensed.

5.  Income tax expense
The Group is subject to income tax on the basis of historical 
cost earnings (NPAT HC) rather than replacement cost 
earnings (NPAT RC). The income tax expense for the period  
is $122.1M (RC) and $32.9M (HC), representing effective tax 
rates of 27.7% and 89.6% respectively. The higher effective tax 
rate (HC) is primarily due the non-deductable impact of the 
$79.9M impairment loss incurred during the year. 

6.  Significant one-off items (net of tax)
The current year significant items totalling $106.6M comprises 
of a $79.9M impairment loss resulting from the write-off of an 
intangible asset following the acquisition of Coles Express, 
$26.7M in net acquisition and transition costs related to 
the acquisition of Coles Express and OTR, and $4.6M in 
amortisation charges in C&M related to the extinguishment  
of the intangible asset associated with Coles Express,  
which will not be incurred in future periods. Partially offsetting 
these amounts is the non-recurring $4.6M gain on bargain 
purchase from the acquisition of Lyondellbasell Advanced 
Polyolefins Pty Ltd.

8.  Revaluation gain on FX and oil derivatives
Revaluation gain on FX and oil derivatives is impacted by 
realised and unrealised FX and associated hedges, flat oil 
price hedges and refinery margin hedging. During the year 
a gain of $11.2M (net of tax) was recognised as a result of 
the impact of net favourable FX movements throughout the 
year outweighing the losses on derivative contract positions 
resulting from FX and oil price fluctuations.

9.  Non-cash lease adjustments
The non-cash lease adjustments reflect the elimination of 
lease expenses recorded in EBITDA (RC) and the recognition 
of lease interest and right-of-use amortisation.

10.  Net profit after tax (HC)
Net profit after tax (HC) of $3.8M for the year was a $510.5M 
decrease from the $514.3M profit after tax (HC) in 2022.  
The reduced profit in the current year is primarily a result of 
a return to lower refining margins from previous record levels 
influencing the prior year and an extended shutdown period 
at the Geelong Refinery due to the damage sustained on 
the hydrogen compressor, which significantly impacted the 
performance of the E&I segment. In addition, unfavourable  
oil price movements that increased the net inventory loss 
year on year, increased finance cost through higher net 
debt balances and increasing interest rates, along with 
depreciation cost increases and significant one-off expenses 
resulting from acquisitions have had a decreasing impact  
on net profit after tax.

Summary statement of financial position 

($M)
1.

Working capital

2.

3.

4.

5.

6.

7.

8.

9.

Property, plant and equipment

Right-of-use assets

Intangible assets

Investment in associates

Net (debt)/cash

Lease liability

Long-term provisions, other assets and liabilities

Net deferred tax assets

10.

Total equity

31 December  
2023

67.8

2,076.5

2,021.2

531.7

17.6

(380.0) 

(2,444.7) 

(194.8) 

315.3

2,010.6

31 December  
2022
41.3

Variance
26.5

1,645.7

2,088.4

599.6

15.7

290.5

(2,456.5) 

(179.8) 

315.9

2,360.8

430.8

(67.2) 

(67.9) 

1.9

(670.5) 

11.8

(15.0) 

(0.6)

(350.2)

36

Viva Energy Group Limited – Annual Report 2023Summary statement of financial  
position analysis

1.  Working capital
Working capital increased by $26.5M, primarily due to 
increased inventory volume on hand to support inventory 
management requirements due to higher sales and the 
extended outage at the refinery, and from the introduction  
of convenience products to service the new retail offer  
in 2023. In addition, a current tax asset was generated 
during the year as a result of the need to meet increased tax 
installments required in response to the very high taxable 
income in the prior year. 

2.  Property, plant and equipment (PP&E)
Property, plant and equipment (PP&E) relates to 
freehold terminal property, leasehold retail and terminal 
improvements, plant and infrastructure such as tanks and 
pipelines held at terminals, airports and retail sites and the 
Geelong Refinery land and equipment.

PP&E increased by $430.8M in 2023, driven by capital 
expenditure over the period of $492.7M, additions through 
business acquisitions of $117.6M, non-cash additions to the 
asset retirement obligation cost base of $3.3M and transfers 
in from right of use assets of $1.5M. This was partially offset  
by depreciation of $174.4M and net disposals of $9.9M  
during the year.

A breakdown of capital expenditure by segment is  
outlined below:

a.  Convenience & Mobility
Convenience & Mobility capital expenditure of $43.9M for 
the year (2022: $56.8M) includes network growth spend, new 
and existing site rebranding to the Reddy Express platform 
and refreshing of network convenience stores and forecourts, 
together with tank and pump replacements, tank relines and 
other asset integrity works.

b.  Commercial & Industrial
During the year, Commercial & Industrial capital expenditure of 
$72.8M (2022: $64.5M) related to works to ensure the integrity 
of the Group’s terminals, pipelines, depots and aviation 
assets, along with commercial growth opportunities and 
branding of dealer-owned sites within the Wholesale network.

c.  Energy & Infrastructure

Base expenditure
Base refining capital expenditures during the year of $63.4M 
(2022: $41.4M) primarily related to spend on the ongoing asset 
integrity and cyclical tank maintenance program, constructing 
the Bitumen export line to the refinery jetty, Field Centre 
relocation costs and on the Gas Separation Unit column and 
exchanger replacement.

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Major maintenance capital expenditure of $118.8M during the 
year (2022: $48.7M) primarily relates to the Crude Distillation 
Unit Turnaround event and associated improvement projects, 
and the change out of the catalyst on the Gas Separation Unit.

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(A$M)
a. Convenience & Mobility

b. Commercial & Industrial

c. Energy & Infrastructure

Base expenditure

Major maintenance

Energy Hub

d.

Integration costs

Capital expenditure

2023

43.9

72.8

63.4

118.8

178.4

15.4

492.7

2022 Variance
56.8

(12.9) 

64.5

8.3

41.4

48.7

92.3

–

22.0

70.1

86.1

15.4

303.7

189.0

Energy Hub
Energy Hub expenditure during the year of $178.4M (2022: 
$92.3M) related to progress works on the Ultra-Low Sulphur 
Gasoline Unit, advancing the Diesel Strategic Storage Tank 
Facility and completing the Packinox exchanger upgrade  
to deliver energy efficiencies.

d.  Integration costs
Integration costs primarily relate to transitional digital and 
technology spend to commence the integration of Coles 
Express post acquisition. This includes Point of Sales and 
Enterprise Resource Planning systems. 

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37

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating and financial review continued

3.  Right-of-use assets
The right-of-use assets balance at year-end was $2,021.2M, 
a decrease of $67.2M from FY2022. Impacting this balance 
during the period was right-of-use depreciation recognised  
of $244.9M and lease terminations or derecognitions of 
$4.6M, with these decreases partially offset $182.3M in new 
leases through either network growth or acquisition, lease 
extensions and the impact of lease payment escalations.

7.  Lease liability
The lease liability balance at 31 December 2023 was 
$2,444.7M, a decrease of $11.8M from the prior comparative 
year-end, with lease extensions, new leases through either 
network growth or acquisition and lease escalations of 
$179.2M, offset by payments of lease principal balances 
totalling $187.2M made during the period and terminations  
of $3.8M.

4.  Intangible assets
Intangible assets decreased by $67.9M during the year 
primarily due to the write-off and sale of previously held 
intangibles totalling $92.4M and amortisation charges of 
$24.9M, offset in part by goodwill recognised and intangibles 
acquired totalling $49.4M from business and asset acquisitions 
in 2023.

5.  Investment in associates
This balance relates to the Group’s 50% ownership of Liberty 
Convenience and Fuel Barges Australia. Associate company 
profit of $1.9M was recognised during the year. 

6.  Net (debt)/cash
Net (debt)/cash relates to Viva Energy’s Revolving Credit 
Facility (RCF), which is used as a working capital facility to 
fund fluctuations in working capital, net of cash at bank. Viva 
Energy currently holds $595.5M in long-term debt through its 
RCF and with cash holdings of $215.5M it currently has a net 
debt position of $380.0M. The increase in net debt during the 
year was driven by increased working capital requirements, in 
particular due to the extended outage at the refinery, higher 
capital expenditure and business acquisitions made during 
the year.

8.  Long-term provisions, other assets and liabilities
The increase in the net liability of $15.0M during the year 
primarily represents the increase in the Groups net derivative 
liability position as a result of commodity prices and foreign 
exchange fluctuations and the timing of maturity of some 
long-term receivables, offset in part by the net impact  
of payables settled through acquisition and long-term 
provision movements.

9.  Net deferred tax asset
The net deferred tax asset relates to the tax effected 
difference between the carrying value of assets and liabilities 
recorded for accounting purposes, and those recorded for  
tax purposes.

The small reduction of $0.6M during the year compared 
to the prior year arose from impacts of typical movements 
in deferred tax due to origination or reversal of temporary 
differences between taxable income and profit during the 
year, which marginally exceeded additional deferred tax 
assets arising as a result of business combinations that 
occurred during the year.

10.  Total equity
Total equity decreased by $350.2M due to the payment of 
dividends during the year totalling $336.5M, share buy-back 
program activity of $17.3M and a $0.2M net decrease from 
a combination of OCI movements, transactions relating to 
the Group’s share-based incentive plans and the associated 
purchase of treasury shares, partially offset by the recognition 
of $3.8M in net profit after tax for the year.

38

Viva Energy Group Limited – Annual Report 2023Summary statement of cash flows

($M)

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

Profit before interest, tax, depreciation and amortisation (HC)

Decrease/(increase) in trade and other receivables

Increase in inventories

Decrease/(increase) in other assets

Increase in trade and other payables

Increase/(decrease) in provisions

Changes in working capital

Non-cash items in profit before interest, tax, depreciation and 
amortisation

Payment for treasury shares (net of contributions)

Repayment of lease liabilities

Interest on capitalised leases

Operating free cash flow before capital expenditure

Payments for PP&E and intangibles

Proceeds from sale of PP&E 

Payments for other investments

Net payments for business acquisitions

Share buy-back

Government grants receipts

Dividends received from associates

Net free cash flow before financing, tax and dividends

Repayment of long-term payable

Finance costs

Net income tax payments

Net cash flow available for dividends and before borrowings

Dividends paid

Net drawings/(repayment) of borrowings and upfront fees

Net cash flow

Opening net cash/(debt)

Movement in capitalised borrowing costs

Closing net (debt)/cash

Change in net (debt)/cash

31 December  
2023

31 December  
2022

797.6

36.3

(145.8)

21.7

399.8

4.2

316.2

(1.4) 

(13.3) 

(187.9) 

(167.8) 

743.4

(492.7)

22.7

(7.1) 

(235.4)

(17.3) 

18.2

–

31.8

(100.0)

(58.1) 

(207.5) 

(333.8)

(336.5)

595.3

(75.0)

290.5

(0.2) 

(380.0) 

(670.5) 

1,339.1

(701.5) 

(324.2) 

(8.0) 

1,123.4

(0.2) 

89.5

(2.6) 

(10.9) 

(156.0) 

(171.5) 

Variance

(541.5)

737.8

178.4

29.7

(723.6)

4.4

226.7

1.2

(2.4) 

(31.9) 

3.7

1,087.5

344.1

(303.7) 

11.9

–

(18.0) 

(4.7) 

25.3

2.5

800.8

–

(25.7) 

(122.7) 

652.4

(261.5) 

(197.1) 

193.8

(95.2) 

(5.2) 

290.5

385.7

(189.0)

10.8

(7.1) 

(217.4)

(12.6) 

(7.1) 

(2.5) 

(769.0)

(100.0)

(32.4) 

(84.8) 

(986.2)

(75.0)

792.4

(268.8)

385.7

5.0

(670.5) 

(1,056.2) 

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39

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating and financial review continued

Summary statement of cash flows analysis

1.  Changes in working capital
Crude and refined product-related payables as well as 
inventory balances have significantly increased primarily  
as a result of higher volumes purchased in 2023 to meet 
greater sales volume activity, and also due to the extended 
outage at the refinery. 

7. Repayment of long-term payable
As part of the Coles Express acquisition, the Group paid 
$100.0M to settle a pre-existing relationship related to the 
fuel stock payable to Coles Express derived from when the 
Group reassumed responsibility for the retail sale of fuel in 
2019, and was payable in 2029. The fuel stock payable was 
held at amortised cost and settled at its net present value at 
acquisition date.

2.  Non-cash items
Non-cash items comprise a $6.7M gain on early lease 
terminations, a $4.6M gain on bargain purchase from the 
acquisition of Lyondellbasell Advanced Polyolefins Pty Ltd, 
$1.9M in share of profit in associates and $2.2M in other  
minor gains. These are offset by $12.4M in transactions 
relating to employee share-based payments and share  
plan expenses and a $1.6M loss in net unrealised foreign 
exchange movements. 

3. Payments for treasury shares (net of contributions)
During the year 4,273,843 shares were purchased at an 
average price of $3.11 per share totalling $13.3M.

4. Net payments for business acquisitions
The $235.4M net cash outflow from the acquisition of 
investments represents cash consideration of $223.9M,  
less $22.8M in cash and cash equivalents of Coles Express 
when acquired, as well as the net cash outflow of $17.1M  
to acquire fuel distributor John Duff and a further $17.2M  
in net cash paid for other minor acquisitions.

5. Share buy-back
In 2023 the Company concluded the buy-back program  
that commenced in 2020 and purchased 5,473,468 shares  
on-market at an average price of $3.15.

6.  Government grant receipts
During the year the Group received government grants 
totalling $18.2M to fund the Strategic Storage Facility  
and New Energies Service Station projects.

8.  Finance costs
Financing cost cash outflows of $58.1M have increased by 
$32.4M primarily due to higher borrowings and increases in 
market interest rates compared to 2022. In addition, $4.5M 
in upfront financing costs were paid when refinancing the 
Group’s RCF.

9.  Net income tax payments
The net income tax payments of $207.5M represent tax 
instalments to the ATO, including the net final tax payment 
paid in relation to the 31 December 2022 tax return, and 
tax payments of $5.0M paid by the Group on behalf of its 
Singapore tax resident entity (Viva Energy S.G. Pte Ltd)  
to the Singapore tax authority.

10.  Dividends paid 
During the year the Company paid a final 2022 dividend of 
13.3 cents per share ($206.1M) in relation to the six months 
ended 31 December 2022 and an interim 2023 dividend of 
8.5 cents per share ($131.3M) for the six-month period ended 
30 June 2023, both fully franked. Included in the $337.4M 
dividends was $0.9M in dividends payable to treasury shares 
on hand during the year.

11.  Net drawings/(repayment) of borrowings  
and upfront fees 
The $595.3M net drawings represents the current $600.0M in 
borrowings under the Revolving Credit Facility, partially offset 
by $4.7M in upfront financing costs paid and capitalised, and 
to be amortised over the life of the facility. 

40

Viva Energy Group Limited – Annual Report 2023a
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41

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report

Letter from the Remuneration and Nomination Committee Chair – Robert Hill

Dear Shareholders,

On behalf of the Board, I am pleased to present Viva Energy’s 
2023 Remuneration Report.

Our performance
2023 was a transformational year for our Company with the 
acquisition of Coles Express and the announcement of the 
planned OTR Group acquisition1 providing the platforms to 
establish Viva Energy as the leading convenience retailer 
in Australia. Together with the continued diversification of 
our Commercial & Industrial business and development of 
new energy opportunities in hydrogen, lower carbon fuels 
and recycled waste, we have established solid foundations 
to maintain growth and successfully manage the energy 
transition. These strategies were shared with investors in 
November last year.

Despite a challenging external environment with rising oil 
prices, cost of living pressures and generally softer economic 
conditions, Viva Energy delivered a strong performance in 
2023. We achieved strong sales growth, with volumes growing 
to more than 5% above pre-pandemic (2019) levels, and Group 
underlying EBITDA (RC) of $713 million. Our Commercial & 
Industrial business continued its exceptional performance, 
achieving record performance in 2023, and securing a 
strategically significant contract with the Australia Defence 
Force during the year.

The Board is very pleased with the performance of the 
management team in 2023 and the significant value delivered  
for our shareholders.

2023 Remuneration outcomes 
Remuneration outcomes in 2023 reflect the strong 
performance delivered by the management team in 2023. 
The Board has awarded 61% of the maximum STI to the Chief 
Executive Officer (CEO), 67% of the maximum STI to the  
Chief Financial Officer (CFO), and 70% of the maximum STI  
to the Chief Executive, Convenience & Mobility (CEO, C&M), 
for performance in 2023.

The 2021-2023 LTI, which comprises performance conditions 
relative Total Shareholder Return (rTSR) (50%), Return on 
Capital Employed (ROCE) (25%) and cumulative Free Cash 
Flow per share (FCF) (25%), reached the end of its three-year 
performance period on 31 December 2023.

The Board determined the FCF condition was met at stretch 
(39.4 cents per share over the performance period), the ROCE 
condition was met at stretch (average annual ROCE was 
(26.4% over the performance period) and rTSR performance 
condition achieved stretch (91.7% TSR delivered over the 
performance period). This resulted in a final LTI outcome 
approved by the Board of 100% of maximum opportunity.

Further details on the STI and LTI Plans, and the Board’s 
assessment of outcomes for 2023, are set out in sections 1  
and 5 of the Remuneration Report.

Looking ahead – 2024 remuneration
The Board reviewed Non-Executive Director (NED) fees and 
has resolved to increase the current fee levels in 2024 by 4.1% 
in line with inflation to maintain market competitiveness. 

The Board also reviewed the fixed and variable remuneration 
arrangements of our CEO and CFO. The Board has decided to 
make an adjustment to the remuneration of our key executives 
in 2024, taking into consideration the relative positioning of 
their remuneration packages against the market, inflation, 
their performance, the increasing responsibilities and the 
changing complexity and size of the business in light of recent 
acquisition of Coles Express, the forthcoming completion of 
the OTR acquisition1 and our stated strategic objectives and 
aspirations.

The Board has increased the CEO’s fixed remuneration 
by 9% and his STI maximum opportunity to 145% of fixed 
remuneration (previously 134%). His LTI maximum opportunity 
remains at 150% of fixed remuneration. The CFO’s fixed 
remuneration will be increased to $750,000 as she enters her 
second year in the role to bring her remuneration closer to the 
level of market peers and her short and long term incentive 
opportunities will be increased to 100% of fixed remuneration 
each (in line with market). 

The Board has also reviewed the remuneration of the 
CEO Convenience and Mobility and intends, following the 
completion of the OTR acquisition1, to increase his fixed 
remuneration by 5.9%, his maximum STI opportunity to 111% 
of fixed remuneration (previously 100%) and to introduce 
a new bespoke 5 year long term incentive arrangement to 
directly align his rewards with our aspiration to grow that 
business to $500m+ EBITDA by 2028. 

2024 remuneration arrangements are discussed in section 
10 of this remuneration report. While these changes do not 
form part of the remuneration arrangements for 2023, in the 
interests of transparency, the Board has provided information 
on these changes for shareholders to consider.

I hope you find this Remuneration Report informative and,  
as always, we welcome your feedback.

Yours faithfully,

Robert Hill

1.  Subject to FIRB approval.

42

Viva Energy Group Limited – Annual Report 20231. 

2023 at a glance 

2. 

2.1. 

Overview 

Introduction 

2.2.  Details of KMP 

3. 

3.1. 

Executive remuneration – overview 

Executive remuneration objectives 

3.2. 

2023 Executive remuneration framework – overview 

3.3.  Minimum shareholding policy 

3.4. 

3.5. 

4. 

4.1. 

4.2. 

4.3. 

2023 Executive remuneration mix 

Executive remuneration delivery timeline – 2023 awards 

2023 Executive remuneration framework – in more detail 

Total Fixed Remuneration (TFR)  

2023 Short Term Incentive (STI) 

2023-2025 Long Term Incentive (LTI) 

4.4.  Claw back and preventing inappropriate benefits 

4.5. 

4.6. 

Executive service agreements 

Loans and other transactions with KMP 

4.6.1  Loans to Key Management Personnel 

4.6.2  Other transactions with Key Management Personnel 

5. 

5.1. 

Group performance and 2023 remuneration outcomes 

Company performance and remuneration outcomes – 2023 and historical 

5.2. 

2023 STI outcomes 

5.2.1  Performance against the 2023 STI Scorecard 

5.2.2  Final 2023 STI outcome 

5.3. 

2021-2023 Long Term Incentive outcome 

5.3.1  Performance against the 2021-2023 LTI performance conditions  

5.3.2  Final 2021-2023 LTI outcome 

5.4. 

2023 Realised Pay – Executive KMP (unaudited) 

6. 

7. 

8. 

Remuneration governance 

Executive statutory remuneration 

Non-Executive Director remuneration 

8.1.  Non-Executive Director fees 

8.2. 

2023 Non-Executive Director fees 

9. 

9.1. 

Equity interests 

Performance Rights and Deferred Share Rights – KMP 

9.2. 

Shareholdings – KMP 

10. 

2024 Remuneration 

10.1.  KMP 

10.1.1  Non-Executive Director fees 

10.1.2  Executive KMP  

44

45

45

45

46

46

46

46

47

47

47

47

47

49

52

52

52

52

52

53

53

54

54

55

55

55

56

56

57

58

59

59

59

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60

61

61

61

61

61

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43

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

1.  2023 at a glance
This section provides a high-level summary of the remuneration outcomes for 2023 for the Executive Key Management Personnel 
(KMP). Further detail is provided in the remaining sections of this report.

Key performance and outcomes
•  Strong performance amidst challenging economic conditions, with Group underlying EBITDA (RC) of $713 million.

•  Record year for our Commercial & Industrial business, delivering underlying EBITDA (RC) of $448 million.

•  Set out potential to grow EBITDA (RC) to over $500 million in both our Convenience & Mobility and Commercial & Industrial 

businesses over five years, and to deliver a mid-cycle of $250 million EBITDA (RC) from Energy & Infrastructure.

•  Significant progress on our strategy to becoming a leading convenience retailer:

 – Completed the acquisition of Coles Express, combining Australia’s largest fuel and convenience network under a single 

operator and providing a platform for growth.

 – Announced the planned acquisition of OTR Group1, and subsequently secured Australian Competition and Consumer 
Commission (ACCC) approval for the acquisition, advancing our strategy to becoming Australia’s leading convenience 
retailer by extending OTR’s world-class convenience offering and systems. 

 – Established the new/interim convenience brand and commenced rebranding, with 12 stores now trading as Reddy Express.

•  Executed a strategically significant contract with the Department of Defence to supply aviation, marine and ground fuel  

to the Australian Defence Force.

•  Completed the acquisition of Skyfuel Australia, growing our regional airport presence and customer solutions offering,  

and signed a long-term contract to become the national fuel supply partner for the Royal Flying Doctors Service.

•  Announced plans to commission infrastructure to support the introduction of waste and biogenic feedstocks to produce  

lower carbon fuels and recycled plastics.

•  The CEO earned 61% of the maximum STI; CFO earned 67% of the maximum STI; and the CEO C&M earned 70% of the 

maximum STI, reflecting a strong financial performance and significance progress on the strategic agenda.

•  The Executive KMP earned 100% of the 2021-2023 LTI, with the Board determining that all LTI conditions were met a stretch. 

Performance over the performance period included FCF of 39.4 cents per share and average annual ROCE of 26.4%.  
The Company achieved an exceptional result of 91.7% TSR during the period, corresponding to the 98th percentile  
against the ASX50-150 peer group.

The final outcomes approved by the Board are shown below.

2023 STI outcome

Executive KMP
Scott Wyatt

Jevan Bouzo

Carolyn Pedic

STI outcome 
(% of maximum 
opportunity)
61%

70%

67%

Total STI  
award
$1,196,654

$598,825

$301,500

STI award 
provided  
in cash
$598,326.75

STI award 
provided in 
share rights*
$598,326.75

$299,412.50

$299,412.50

$150,750.00

$150,750.00

*  Share Rights (expected to be granted in March 2024) will vest into shares in two equal tranches, on 1 January 2025 and 1 January 2026, subject to 
conditions as set out in section 4.2. The number of Share Rights granted to each Executive KMP is determined by dividing the dollar value of the 
STI award to be provided in Share Rights by $3.0065, being the weighted average share price of the Company’s shares over the performance period 
1 January 2023 to 31 December 2023.

1.  Subject to FIRB approval.

44

Viva Energy Group Limited – Annual Report 20232021-2023 LTI outcome

Executive KMP
Scott Wyatt

Jevan Bouzo

Carolyn Pedic3

1.  2021-2023 LTI Performance Rights.

Number of 
2021 PR1 
granted
905,501

% of 2021 
PR vested
100%

Number  
of 2021  
PR vested
905,501

Value of 
2021 PR 
vested2
$3,314,134

471,725

100%

471,725

$1,726,514

–

–

–

–

% of 2021 
PR lapsed
0%

0%

–

Number  
of 2021  
PR lapsed
0

0

–

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2.  Calculated based on share price of $3.66, being the closing share price on the date of vesting on 20 February 2024.

3.  Carolyn Pedic joined the Company on 1 January 2023, after the 2021-2023 LTI was granted.

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2.  Overview

2.1.  Introduction
This report has been prepared in accordance with the Corporations Act 2001 and the Corporations Regulations 2001. The content 
in this report has been audited by PricewaterhouseCoopers, the Company’s external auditor.

The Company is required to prepare a remuneration report in respect of KMP, being those people who have responsibility  
and authority for planning, directing and controlling the activities of Viva Energy, either directly or indirectly. In 2023, the KMP 
were the Non-Executive Directors and designated executives.

2.2.  Details of KMP
The following individuals were KMP of the Company in 2023.

Name

Title

Non-Executive Directors

Term as KMP

Robert Hill

Chairman and Independent Non-Executive Director

18 June 2018 – current

Arnoud De Meyer

Independent Non-Executive Director

Dat Duong

Michael Muller

Sarah Ryan

Non-Executive Director

Non-Executive Director

Independent Non-Executive Director

Nicola Wakefield Evans

Independent Non-Executive Director

18 June 2018 – current

7 June 2018 – current

1 October 2020 – current

18 June 2018 – current

3 August 2021 – current

Executive KMP

Scott Wyatt

Jevan Bouzo

Carolyn Pedic

Chief Executive Officer and Managing Director 

7 June 2018 – current

Chief Executive, Convenience & Mobility

7 June 2018 – current

Chief Financial Officer 

1 January 2023 – current

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Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

3.  Executive remuneration – overview

3.1.  Executive remuneration objectives
The overall objectives of executive remuneration at Viva Energy are to:

•  drive sustainable value creation for our shareholders;

•  drive appropriate behaviours and culture;

•  attract and retain high-calibre talent; and

•  ensure remuneration is well understood and transparent.

To achieve these objectives, the Board seeks to set executive remuneration at levels that are competitive in the market (for ASX-
listed companies comparable in terms of size, complexity and industry to the Company), and also to appropriately reward the 
leadership team for achieving long-term sustainable growth. The Board reviews the executive remuneration objectives and levels 
on an annual basis.

3.2.  2023 Executive remuneration framework – overview
The 2023 executive remuneration framework is summarised below.

Fixed elements

Variable elements

Total Fixed 
Remuneration (TFR)

Short Term Incentive (STI)

Long Term Incentive (LTI)

How it is 
delivered

Cash

Cash

Equity  
(Share Rights)

Equity  
(Performance Rights)

How it works

Base salary and 
superannuation

50% paid in cash

50% deferred into 
Share Rights, which 
vest into shares in 
two equal tranches 
12 and 24 months 
after the grant

Performance Rights are allocated 
at face value at the beginning of 
the three-year performance period. 
Subject to performance conditions 
being met, some or all of the 
Performance Rights may vest  
into shares

What it does

Enables Viva Energy 
to motivate, engage 
and retain the calibre 
of executives that can 
execute the Company’s 
strategy and continue 
to deliver value to 
shareholders

Rewards execution on annual 
performance against a balanced 
scorecard of performance measures 
focused on financial (60%), individual 
personal objectives aligned with the 
Company’s strategic goals (25%) and 
safety and ESG outcomes (15%)

STI deferral creates further alignment  
with shareholders and acts as  
a retention instrument

Drives the delivery of Viva Energy’s 
long-term objectives in a  
sustainable manner, provides 
alignment with the interests of 
shareholders and encourages  
long-term value creation

Vesting of the Performance Rights 
is conditional on achieving against 
a scorecard of performance 
conditions over a three-year 
performance period, focused on 
relative Total Shareholder Return 
(45%), Free Cash Flow per share 
(20%), Return on Capital Employed 
(20%) and Strategic (15%)

3.3.  Minimum shareholding policy
The Board has adopted a minimum shareholding policy which requires each member of the KMP (other than Non-Independent, 
Non-Executive Directors) to accumulate a minimum shareholding equivalent to 100% of their Total Fixed Remuneration within 
five years of the date on which they became KMP, and to maintain such minimum shareholding for so long as they remain KMP. 
Our KMP either already meet or are on track to meet this requirement.

46

Viva Energy Group Limited – Annual Report 20233.4.  2023 Executive remuneration mix
The weighting of each remuneration component of an executive’s total remuneration opportunity in 2023 was aligned to 
the objectives of the executive remuneration framework outlined in section 3.1, in particular driving sustainable value for the 
Company. The following diagrams set out the weighting of each remuneration component for the Chief Executive Officer (CEO), 
Chief Financial Officer (CFO) and Chief Executive, Convenience & Mobility (CEO, C&M) based on their maximum potential STI 
and LTI opportunities and do not represent actual remuneration received for 2023.

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26%

17.5%

33%

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16%

CEO
Scott Wyatt

17.5%

CEO, C&M
Jevan Bouzo

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40%

40%

15%

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CFO
Carolyn Pedic

15%

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39%

74%

35%

67%

30%

60%

STI – Cash

STI – Share Rights

LTI

TFR

Fixed

At risk

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3.5.  Executive remuneration delivery timeline – 2023 awards

TFR

STI

LTI

Base salary +
superannuation

12-month
performance period

50% of 
any award 
granted 
in cash

25% of any award granted 
in Share Rights that are eligible 
to vest after 12 months

25% of any award granted 
in Share Rights that are eligible 
to vest after 24 months

3-year performance period

Performance
conditions
tested

Year 0

Year 1

Year 2

Year 3

Year 4

4.  2023 Executive remuneration framework – in more detail
The components of the 2023 executive remuneration framework are explained in detail below.

4.1.  Total Fixed Remuneration (TFR) 
TFR is comprised of base salary and superannuation. 

4.2.  2023 Short Term Incentive (STI)
The Viva Energy STI Plan was established to reward Executive KMP and other members of the executive team for strong 
performance levels and contributions to the Company over a 12-month performance period.

STI performance is assessed against a balanced scorecard comprised of a robust set of performance measures, which drive the 
Company’s short-term financial, strategic and operational objectives and set the platform for long-term success. The Board retains 
overall discretion to adjust outcomes as appropriate.

Further information about the 2023 STI Plan is set out below. Please refer to section 5.2 for STI performance outcomes for 2023.

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Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

4.  2023 Executive remuneration framework – in more detail continued

4.2.  2023 Short Term Incentive (STI) continued

Opportunity

CEO (Scott Wyatt)

CEO, C&M (Jevan Bouzo)

CFO (Carolyn Pedic)

Performance 
period

Performance 
measures

•  Target: 67% of TFR

•  Target: 50% of TFR

•  Target: 37.5% of TFR

•  Maximum: 134% of TFR

•  Maximum: 100% of TFR

•  Maximum: 75% of TFR

Performance was assessed over a 12-month performance period from 1 January 2023 to 31 December 2023.

For 2023, the following performance measures and weightings applied to the Executive KMP.

Category
Financial

Measure
Underlying Group EBITDA (RC) 

Underlying EBITDA (RC) – C&M

A mix of individual and Group objectives

Personal 
objectives

Safety & ESG •  TRIFR (Total Recordable Injuries/Frequency Rate)1

Weighting

CEO CEO, C&M 
30%
60%

–

25%

30%

25%

CFO
60%

–

25%

•  Serious injuries

•  API Tier 1 and 2 incidents1

•  LOPCs > 100kg2

•  Medium/High PQ incidents3

•  Refining emissions

•  Non-refining emissions (Supply Chain & Liberty)

•  Employee engagement

•  Representation of women 

•  Women in management and leadership

Total

15%

100%

15%

100%

15%

100%

1.  TRIFR and API Tier 1 and 2 measures are industry standard safety performance metrics that reflect personal safety and 

process safety performance (respectively).

2.  Loss of Primary Containment. This measures the incidents resulting in the uncontrolled or unplanned release of material from 

a process or storage that serves as primary containment.

3.  Product quality incidents that have a medium or high consequence risk rating measured against Viva Energy’s Risk 

Assessment Matrix.

2023 target 
and maximum 
opportunity 

Governance and 
approval process

The maximum stretch opportunity for each performance measure was set at 200% of target. For each 
performance measure, a threshold level of performance was also set. This level had to be met to receive 
any STI.

The CEO’s STI outcome was recommended by the RNC based on his performance, and any other relevant 
considerations, and was approved by the Board.

The STI outcome for the CEO, C&M, and CFO was recommended by the CEO to the RNC based on  
the executive’s performance and any other relevant considerations, and was approved by the Board.

The Board has the ability to apply discretion in determining the STI outcomes to ensure they  
were appropriate. 

48

Viva Energy Group Limited – Annual Report 2023R
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Delivery

STI is provided as a mix of cash and deferred equity as follows:

•  50% in cash; and

•  50% in Share Rights, with 50% of those Share Rights eligible to vest on 1 January 2025 and the other  
50% eligible to vest on 1 January 2026. A Share Right entitles the participant to receive one ordinary 
share for nil consideration if the Share Right vests.

Unvested Share Rights do not carry dividend or voting rights.

For each Share Right that vests, the participant will receive a cash payment equivalent to the dividends paid 
by the Company on a share during the period between 1 January 2024 and the relevant vesting date.

Holders of Share Rights must not sell, transfer, encumber or otherwise deal with Share Rights unless the 
Board allows it or the dealing is required by law. Additionally, in no circumstances will a holder of Share 
Rights be able to hedge or otherwise affect their economic exposure to the Share Rights before they vest.

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Voting and 
dividends 
entitlements

Restrictions  
on dealing

Holders of Share Rights will be free to deal with the ordinary shares allocated on exercise of Share Rights, 
subject to the requirements of Viva Energy’s Securities Trading Policy.

Cessation of 
employment

If a participant ceases to be employed and is considered to be a Good Leaver, any unvested Share Rights 
that have been granted as part of the 2023 STI will remain on foot, unless the Board determines otherwise 
in its absolute discretion.

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If the participant ceases to be employed and is not a Good Leaver, any unvested Share Rights granted  
as part of the 2023 STI will lapse.

Generally, a participant will be a Good Leaver unless their employment is terminated for cause  
or the participant resigns.

Change of control The Board may determine in its absolute discretion that all or a specified number of a participant’s  

Share Rights will vest on a change of control.

4.3.  2023-2025 Long Term Incentive (LTI)
The Viva Energy LTI Plan was established to assist in the attraction, motivation, retention and reward of the Executive KMP  
and other members of the executive leadership team.

The LTI Plan is designed to reward long-term performance, provide alignment with the interests of shareholders, and encourage 
long-term value creation.

We use a combination of performance conditions, which reflect our long-term financial, strategic and operational objectives  
and focus on sustainable, long-term performance.

Further information on the 2023-2025 LTI Plan is set out below.

Opportunity

CEO (Scott Wyatt)

CEO, C&M (Jevan Bouzo) 

CFO (Carolyn Pedic) 

Instrument

•  Maximum: 150% of TFR

•  Maximum: 106% of TFR

•  Maximum: 75% of TFR

Performance Rights. A Performance Right entitles the participant to acquire one ordinary share for nil 
consideration at the end of the performance period, subject to satisfaction of the performance conditions. 
The Board retains discretion to make a cash payment to participants on vesting of Performance Rights  
in lieu of an allocation of shares.

Grant value

Performance Rights were granted using face value methodology.

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Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

4.  2023 Executive remuneration framework – in more detail continued

4.3.  2023-2025 Long Term Incentive (LTI) continued

Performance 
conditions

Weighting
45%

20%

20%

Condition

Relative Total 
Shareholder  
Return (rTSR)

Cumulative Free  
Cash Flow (RC)  
per share (FCF  
per share) over the 
performance period

Average Return on 
Capital Employed 
(RC) (ROCE) for 
each year of the 
performance period

Strategic

15%

Measure
Total Shareholder Return over the 
period, relative to the ASX50-150 
peer group (Comparator Group).

Objective
To create strong alignment 
between LTI outcomes and the 
experience of shareholders.

Cumulative FCF per share is 
calculated based on underlying 
EBITDA (RC) and adding/
subtracting (as appropriate) all 
committed capital expenditure, 
non-lease related interest paid and 
taxes paid, divided by weighted 
average of the number of shares. 

This measure rewards strong 
cost and capital management 
with positive conversion of 
underlying earnings to cash 
flow to maximise cash that the 
Company has available to fund 
growth opportunities, pay 
dividends and repay debts.

Underlying EBIT (RC) divided by 
average capital employed (total 
shareholder’s equity plus net debt) 
for each year.

This measure rewards 
executives for prudent 
management of capital to 
maintain positive returns  
on capital employed over  
the performance period.

Performance against agreed 
strategic measures over the 
performance period.

This measure rewards progress 
against strategic, operational 
and financial milestones.

Replacement cost (RC) methodology is used in calculating both the FCF and ROCE outcomes, in order to 
provide a truer reflection of underlying performance. This approach removes the impact of net inventory 
gain/(loss) caused by fluctuations in crude oil prices and foreign currency exchange rates.

The Board considers that the use of RC methodology in setting FCF and ROCE targets within the LTI  
is appropriate, and provides a suitable balance with the relative TSR measure.

rTSR component (45%)

The percentage of Performance Rights comprising the relative TSR component that vest, if any, will be 
based on the Company’s TSR ranking relative to the Comparator Group over the performance period,  
as set out in the following vesting schedule. 

TSR ranking relative to the Comparator Group
Less than 50th percentile

% of Performance Rights that vest*
Nil

At 50th percentile

At 75th percentile or above

50%

100%

* Straight-line pro-rata vesting for performance between 50th and 75th percentile.

FCF per share component (20%)

The percentage of Performance Rights comprising the FCF per share component that vest, if any,  
will be determined over the performance period by reference to the following vesting schedule:

Cumulative FCF per share over the performance period
Less than target FCF per share performance

% of Performance Rights that vest*
Nil

Equal to target FCF per share performance

At or above stretch FCF per share performance

50%

100%

* Straight-line pro-rata vesting for performance between target and stretch.

50

Viva Energy Group Limited – Annual Report 2023Performance 
conditions 
continued

ROCE component (20%)

The percentage of Performance Rights comprising the ROCE component that vest, if any, will be 
determined over the performance period by reference to the following vesting schedule:

Average annual ROCE over each year  
of the performance period
Less than target ROCE performance

Equal to target ROCE performance

At or above stretch ROCE performance

% of Performance Rights that vest*
Nil

50%

100%

* Straight-line pro-rata vesting for performance between target and stretch.

Strategic component (15%)

Australia is at the beginning of a long-term energy transition and Viva Energy has an important role to 
play in providing the energy that people need today as well as the energies of the future. Our focus is 
on outperformance in our core business, developing new energy opportunities and, beyond energies, 
growing our exposure to non-fuel earnings into other areas where we have proven success and see  
new growth opportunities.

The objectives that underpin the strategic component of the LTIP continue to align with our strategy to 
develop new energy and non-energy growth pathways to create long-term value for our shareholders,  
and are also tied to the successful transition of the Coles Express business over the performance period. 
The agreed strategic objectives for the 2023 LTIP are:

•  develop and execute strategic options to grow non-fuel earnings;

•  develop the Energy Hub at Geelong;

•  develop and deliver projects to achieve the Company’s emission reduction targets and make meaningful 

progress on the Company’s new energies and lower carbon agenda; and

•  successfully transition the Coles Express business, stand up the retail organisation and make material 

progress on rebranding the stores and repositioning the offer.

Performance against the Strategic Component will be assessed at the end of the performance period, 
based on performance against specific strategic and operational initiatives, progress in reducing emissions, 
as well as financial targets (EBITDA (RC) from new earnings streams building on the target outlined in the 
November 2021 investor strategy day presentation.

The percentage of Performance Rights comprising the strategic component that vest, if any, will be 
determined over the performance period by reference to the following vesting schedule:

Company’s performance
Less than threshold performance

Equal to threshold performance

Equal to target performance

At or above stretch performance

% of Performance Rights that vest*
Nil

33%

66%

100%

* Straight-line pro-rata vesting for performance between threshold, target and stretch.

Performance 
period and 
exercise

Performance will be assessed over a 36-month period from 1 January 2023 to 31 December 2025.  
Vested Performance Rights may be exercised during exercise periods aligned to the share trading  
windows outlined in the Company’s share trading policy for up to three years after vesting.

There will be no re-testing of any of the performance conditions, and Performance Rights that do not  
vest after the performance conditions are tested will lapse (and expire).

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51

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

4.  2023 Executive remuneration framework – in more detail continued

4.3.  2023-2025 Long Term Incentive (LTI) continued

Disclosure of 
FCF, ROCE and 
strategic targets

The Board considers that the FCF and ROCE targets are commercially sensitive as disclosure of those targets 
can potentially indicate the Group’s margins and, as such, jeopardise Viva Energy’s competitive position. 

Therefore, those targets will not be disclosed during the performance period.

However, the Board will provide full details of the vesting outcomes in connection with these components, 
including the levels at which the targets were set at the beginning of the performance period, following 
completion of the performance period. The targets and the vesting outcomes will be detailed in the 
Remuneration Report for the year in which the LTI will be tested.

The specific initiatives and targets comprising the strategic component have been set by the Board. 
The Board considers some of these initiatives and targets to be commercially sensitive and, accordingly, 
disclosure of these at this point could be potentially prejudicial to the interests of the Company. 
Performance against the strategic component and the vesting outcomes achieved (including the rationale 
for the vesting outcomes) will be disclosed after the end of the performance period in the Remuneration 
Report for the year in which the LTI will be tested.

Other features

Information on the 2021-2023 LTI targets and performance against those targets is set out in section 5.3.

Performance Rights have the same voting and dividend entitlements, restrictions on dealing, treatment 
on cessation of employment, and change of control provisions as the Share Rights described in section 
4.2 above. For completeness, it is noted that there is no dividend equivalent payment that applies to 
Performance Rights.

4.4.  Claw back and preventing inappropriate benefits
Under the rules governing the STI and LTI Plans, the Board has broad powers to ‘claw back’ incentives that it may exercise in 
certain circumstances (for example the Executive KMP has acted fraudulently or dishonestly, has engaged in gross misconduct, 
brought the Group into disrepute or materially breached their obligations to the Group). The claw back regime applies to cash 
STI, Share Rights granted under the STI Plan and Performance Rights granted under the LTI Plan.

4.5.  Executive service agreements
Remuneration and other terms of employment for the CEO, CFO and CEO, C&M are formalised in an Employment Agreement  
as summarised below:

Executive KMP
Scott Wyatt

Jevan Bouzo 

Carolyn Pedic

Contract duration
Ongoing

Ongoing

Ongoing

Total fixed remuneration 
at the end of 2023 
financial year
$1,470,000

Termination notice 
period by executive 
12 months

Termination notice 
period by company1
12 months

$850,000

$600,000

12 months

12 months

12 months

12 months

1.  Viva Energy may elect to pay the executive in lieu of all or part of such notice period with any such payment to be based on the executive’s TFR  

over the relevant period. Any payments made to the executive upon termination of employment will be limited to the maximum amount permitted  
by the Corporations Act.

4.6.  Loans and other transactions with KMP

4.6.1  Loans to Key Management Personnel
There were no loans made to the KMP of the Company, including their personally related entities, during the year.

4.6.2  Other transactions with Key Management Personnel
There were no other transactions (as contemplated by the Corporations Regulations 2001) with the KMP during the year.

52

Viva Energy Group Limited – Annual Report 20235.  Group performance and 2023 remuneration outcomes

5.1.  Company performance and remuneration outcomes – 2023 and historical
The table below outlines the Company’s performance for the years 2019 to 2023. 

Underlying Group EBITDA (RC)1

TRIFR (Total Recordable Injuries/
Frequency Rate)

Share price – close

Dividend per share (fully franked)

Special dividend (unfranked)

Capital return

Statutory earnings per share  
basic/diluted

2019
$392.9M

29/4.552

$1.92

4.7 cents

–

–

2020
$244.6M

19/3.62

$1.91

0.8 cents

5.94 cents

2021
$484.2M

34/6.72

$2.35

4.1 cents

–

21.46 cents

6.2 cents

2022
$1,075.8M

30/6.02

$2.73

27 cents

–

–

5.8/5.7 cents

(1.9)/(1.9) cents

14.6/14.5 cents

33.3/33.1 cents

Underlying earnings per share

8.1 cents

1.8 cents

12.0 cents

38.6 cents

STI outcomes – % of maximum 

LTI outcomes – % of maximum

0%

N/A

26.25%
25%4

86.3%
50%5

92%
94.7%6

2023

$712.8M

36/5.922

$3.49

15.6 cents

–

–

0.2/0.2 cents

20.7 cents

61%3

100%7

1.  In 2021, the Company changed its approach to reporting underlying financial information to include lease expenses in the underlying results  

for the Group. For the purposes of comparison, the historical results shown in this table also apply the new basis of reporting.

2.  Excludes performance by Liberty Oil Holdings, which was acquired in December 2019 and does not form part of the safety and environment  

hurdles set under the STI.

3.  Reflects the STI outcomes for the CEO. STI outcome for the CFO is 67% and CEO C&M 70%.

4.  Vesting of the 2018-2020 LTI.

5.  Vesting of the 2019-2021 LTI.

6.  Vesting of the 2020-2022 LTI.

7.  Vesting of the 2021-2023 LTI.

STI outcomes since vesting have aligned with performance.

Share price – close

STI outcomes

$

3.5

3.0

2.5

2.0

$1.92

$3.49

$M

1,200

1,000

800

600

400

200

0

% of maximum 
opportunity

100

80

60

40

20

0

2019

2020

2021

2022

2023

1.5

2019

2020

2021

2022

2023

Underlying Group EBITDA (RC) $M

STI outcome %

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53

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

5.  Group performance and 2023 remuneration outcomes continued

5.2.  2023 STI outcomes

5.2.1  Performance against the 2023 STI scorecard
This section discusses performance against the 2023 STI scorecard by the Executive KMP. 

Performance against 
target range 

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Performance against the performance measure

60%

Delivered Group EBITDA (RC) of $713M

Category

Financial

Objective
Deliver sustainable 
shareholder returns 
and consistent 
operating cash flows

Personal 
objectives 

Progress key 
personal objectives 
aligned with the 
Company’s strategic 
goals that deliver 
long-term growth 
and position the 
Company for future 
success

25%

Safety and 
ESG

Build a generative 
safety culture and 
a highly engaged 
workforce focused 
on delivering  
high-quality results

15%

The Executive KMP achieved stretch on their 
personal objectives, delivering on significant 
strategic initiatives, including:

•  Successful transition of the Coles Express business.

•  Announced the acquisition of the OTR Group 
(subject to FIRB approval) and securing ACCC 
approval for the deal.

•  Established the new/interim convenience brand 
and commenced rebranding as Reddy Express.

•  Executed a strategically significant contract  
with the Department of Defence to supply  
aviation, marine and ground fuel to the  
Australian Defence Force.

The Executive KMP met or exceeded safety and 
ESG targets, including employee engagement, 
representation of women, loss of primary 
containment and refinery emissions targets. 
Although we have not met our aspirations to 
improve other personal and process safety targets, 
performance remains strong when compared with 
broader industry benchmarking:

•  32% representation of women in the workplace.

•  74% employee engagement.

•  TRIFR 5.9 (6.0 in 2022)1. 

•  One Tier 2 incident and one Tier 1 incident  

(four Tier 2 and one Tier 1 in 2022)1. 

•  19 LOPC > 100kg (24 LOPC in 2022)1. 

•  Engagement score 74% (72% in 2023). 

•  Refining emissions 1.239M tCO2e.

•  Non-refining emissions 48.4kt CO2e.

1.  Excludes performance by Liberty Oil Holdings (which was acquired in December 2019) and the former Coles Express business (acquired in May 2023 

and now Viva Energy Retail Pty Ltd), which do not form part of the safety and environment hurdles set under the STI. 

54

Viva Energy Group Limited – Annual Report 2023 
5.2.2  Final 2023 STI outcome

Executive KMP
Scott Wyatt

Jevan Bouzo

Carolyn Pedic

STI outcome 
(% of maximum 
opportunity)

STI outcome 
(% of target 
opportunity)

61%

70%

67%

122%

141%

134%

Maximum 
STI  
foregone
$773,147

$251,175

$148,500

STI  
foregone 
(%)
39%

30%

33%

Total  
STI award
$1,196,654

STI award 
provided  
in cash
$598,326.75

STI award 
provided in 
share rights1
$598,326.75

$598,825

$299,412.50

$299,412.50

$301,500

$150,750.00

$150,750.00

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1.  Share Rights (expected to be granted in March 2024) will vest into shares in two equal tranches, on 1 January 2025 and 1 January 2026, subject to 
conditions as set out in section 4.2. The number of Share Rights granted to each Executive KMP is determined by dividing the dollar value of the 
STI award to be provided in Share Rights by $3.0065, being the weighted average share price of the Company’s shares over the performance period 
1 January 2023 to 31 December 2023.

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5.3.  2021-2023 Long Term Incentive outcome

5.3.1  Performance against the 2021-2023 LTI performance conditions 
The three-year performance period of the 2021-2023 LTI grant ended on 31 December 2023. The 2021-2023 LTI performance 
conditions along with the outcome against the maximum opportunity under the grant are shown in the table below.

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2021-2023 LTI measures, hurdles and outcome 

Measure
Cumulative FCF 
per share over the 
performance period

Average ROCE for 
each year of the 
performance period

TSR relative to 
the ASX50-150 
Comparator Group

Weighting
25%

25%

50%

Total 

100%

1.  Cents per share.

Vesting schedule
Straight-line 
pro-rata vesting 
between 50-100% 
for performance 
between target  
and stretch hurdles

Straight-line 
pro-rata vesting 
between 50% 
and 100% for 
performance 
between 50th 
percentile and  
75th percentile

Minimum  
(0% vesting)
Less than target 
performance  
of 25cps1

Maximum  

(100% vesting) Performance

Stretch 
performance  
of 31cps

39.4 cps/ 
$609.6M2

Vesting  
(% of maximum)
100%

Less than target 
performance  
of 7.8%

Stretch 
performance  
of 11%

Less than 50th 
percentile

At 75th 
percentile  
or above

26.4%

100%

98th3  
percentile

100%

100% vesting

2.  In accordance with the terms of the 2021-2023 LTI, the FCF measure was normalised for movements in refining margins and foreign exchange (both on 
an after-tax basis). The normalisation process involved restating the actual Group performance over the three-year performance period by applying 
available margins and exchange rate assumptions used to set the target at the beginning of the performance period. Normalised FCF over the 
performance period is shown in the table. Actual (not-normalised) FCF over the performance period was $1,201 million or 77.6 cents per share.  
Both normalised and actual performance exceeded the stretch performance hurdle set under the 2021-2023 LTI.

3.  The Board engaged Aon to independently assess Viva Energy’s rTSR performance against the ASX50-150 peer group over the performance period. 

The Company’s TSR over the three-year performance period was 91.66%.

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Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

5.  Group performance and 2023 remuneration outcomes continued

5.3.2  Final 2021-2023 LTI outcome
The outcome for each Executive KMP under the 2021-2023 LTI is shown in the table below.

Date 2021  
PR1 granted 

Number  
of 2021  
PR granted 

Value at 
grant date2

% of 2021 
PR vested

Number  
of 2021  
PR vested 

Value  
of 2021  
PR vested3

% of 2021 
PR lapsed

Number  
of 2021  
PR lapsed 

Executive KMP

Scott Wyatt

26 May 2021

905,501

$1,365,106

Jevan Bouzo

19 February 2021

471,725

$555,613

Carolyn Pedic4

–

–

–

100%

100%

–

905,501

$3,314,134

471,725

$1,726,514

–

–

0%

0%

–

0

0

–

1.  2021-2023 LTI Performance Rights.

2.  The value of the Performance Rights granted is based on the total grant date fair value. Refer to section 9.1 for further details on the fair value of the 

Performance Rights.

3.  Calculated based on share price of $3.66, being the closing share price on the date of vesting on 20 February 2024.

4.  Carolyn Pedic joined the Company on 1 January 2023, after the 2021-2023 LTI was granted.

5.4.  2023 Realised pay – Executive KMP (unaudited)
The following table sets out the pay actually earned by the executive during or in relation to the 2023 financial year, as a summary 
of real or ‘take home’ pay. This includes fixed remuneration and any other benefits paid/payable in relation to the 2023 financial 
year. It also includes the full value of incentive pay that has been earned in relation to the 2023 performance period. 

This table is non-IFRS information and is unaudited. This disclosure is voluntary and is supplemental information to the statutory 
remuneration disclosed in section 7 of this Remuneration Report.

Total fixed 
remuneration

Cash 
$

STI

Cash 
$

1

Deferred 
share rights  
$

LTI vested 
$

2

3

1,445,452

817,119

552,206

598,327

299,413

150,750

1,193,193

3,314,134

565,217

1,726,514

–

–

Other 
$

4

31,479

28,250

27,778

Total 
$

6,582,585

3,436,513

730,734

Executive KMP

Scott Wyatt

Jevan Bouzo

Carolyn Pedic

1.  STI cash represents the cash component of the 2023 STI award (50%), which will be paid in March 2024.

2.  Deferred STI represents the deferred equity component of the 2021 and 2022 STI – 326,009 and 154,431 deferred Share Rights vested for Scott Wyatt 
and Jevan Bouzo respectively and will be automatically exercised into ordinary shares in accordance with its terms. The value is based on the share 
price of $3.66, being the closing share price on 20 February 2024. 

3.  LTI vested represents the value of the vested 2021-2023 LTI award. The value is based on the number of Performance Rights that vested (905,501 and 
471,725 performance rights for Scott Wyatt and Jevan Bouzo respectively) multiplied by $3.66, being the Viva Energy closing share price at the time  
of vesting on 20 February 2024.

4.  Comprises superannuation and other benefits including the Viva Energy discount benefit received, the payment of premiums for death and total 

permanent disability insurance cover and the payment of plan management fees for the Viva Energy Superannuation Plan. Accruals for annual leave 
and long service leave have been excluded.

56

Viva Energy Group Limited – Annual Report 20236.  Remuneration governance

Remuneration governance

Board
The Board, with the guidance of the Remuneration and Nomination 
Committee (RNC), is responsible for:

•  approving the remuneration of the Non-Executive Directors and 

Executive KMP;

•  ensuring the Company’s remuneration framework is aligned with  

the Company’s purpose, values, strategic objectives and risk appetite;

•  evaluating the performance of the CEO and other members of the 

Executive Leadership Team (ELT); and

•  approving incentive plans and engaging external remuneration 

consultants as appropriate.

Remuneration and Nomination Committee (RNC)
The RNC is comprised of three Non-Executive Directors, a majority  
of whom are independent.

The RNC’s responsibilities include Board composition and governance-
related matters as well as making recommendations to the Board  
in relation to:

•  remuneration policies that will be designed to support the execution 

of the Company’s strategy and plans, and set remuneration and 
rewards at levels to attract and retain the best people;

•  the remuneration of the Non-Executive Directors;

•  the remuneration packages (including Total Fixed Remuneration, 
incentive plans and any other benefits or arrangements) of the  
CEO and other members of the ELT; and

•  the administration and operation of equity and incentive plans  

and assessing the effectiveness and implementation of such plans.

Management
•  Provides information relevant to remuneration decisions  

and makes recommendations to the RNC.

Consultation with 
shareholders and  
other stakeholders

Remuneration consultants  
and other external advisers
The RNC seeks external remuneration 
advice to ensure that it is fully informed 
when making decisions, including on 
recent market trends and practices and 
other remuneration-related matters.

Any advice provided by external advisers 
is used to assist and inform the Board, 
and it is not a substitute for the Board 
and RNC processes.

In 2023, no remuneration 
recommendations were received from 
remuneration consultants as defined 
under the Corporations Act 2001.

Remuneration consultants  
and other external advisers
Management may seek its own advice 
relevant to remuneration matters  
(for example, market trends, legal advice, 
tax advice).

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57

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Remuneration Report continued

7.  Executive statutory remuneration
The table below has been prepared in accordance with the requirements of the Corporations Act 2001 and the relevant 
Australian Accounting Standards. The amounts provided under the ‘STI share-based payment’ and ‘LTI share-based payment’ 
columns are based on accounting values and do not reflect actual payments received in 2023.

Short-term benefits

Salary  
and fees 
$

1

Other 
benefits 
$

3

STI 
$

2

Post-
employ-
ment

Super-
annu- 
ation 
$

Long-term benefits

Annual 
leave 
$

Long 
service 
leave 
$

STI share- 
based 
payment 
$

LTI share-
based 
payment 
$

Perform-
ance- 
related 
REM %

Total 
$

4

4

5

6

Executive KMP

Scott 
Wyatt

Jevan 
Bouzo

Carolyn 
Pedic10

2023
2022

2023
2022

2023
2022

1,445,4527
1,127,3688

817,1199
777,368

552,206
–

598,327
862,960

299,413
368,000

150,750
–

5,131
6,940

1,902
1,478

1,430
–

26,348
24,432

26,348
24,432

26,348
–

60,672 (63,295)
50,564

846,479 1,708,258 4,627,372
4,579,948
1,537,160

(65,468) 1,035,992

30,411
(42,016)

22,323
363

16,027
–

8,981
–

392,049
372,213

394,365
–

593,507 2,183,072
2,145,569
643,731

102,650 1,252,757
–

–

68%
75%

59%
65%

52%
–

Total

2023

2,814,777 1,048,490

8,463

79,044 107,110

(31,991) 1,632,893 2,404,415 8,063,201

2022

1,921,403 1,230,960

8,418

48,864

8,549

(65,105) 1,408,205 2,180,891 6,725,517

1.  Salary and fees include a $150 per month working from home allowance received by all eligible employees.

2.  STI award provided in cash (50% of the total STI award). The 2023 STI cash award will be paid in March 2024.

3.  Other benefits include Viva Energy fuel discount, payment of premiums for death and total and permanent disability insurance cover and payment  

of plan management fees for the Viva Energy Superannuation Plan. 

4.  Annual leave and long service leave benefits include leave taken during the year. Negative balances are as a result of the leave taken being greater than 

the leave accrued in the relevant financial year. 

5.  STI share-based payment represents the amortisation of the fair value of deferred Share Rights granted under the 2021, 2022 and an estimate  

of the fair value of 2023 STI, calculated in accordance with accounting standards.

6.  LTI share-based payment represents amortisation of fair value of Performance Rights granted to date, calculated in accordance with  

accounting standards.

7.  Scott Wyatt’s total fixed remuneration (inclusive of base salary and superannuation) was increased from $1,400,000 to $1,470,000, effective  

on 1 January 2023. 

8.  Scott Wyatt’s total fixed remuneration (inclusive of base salary and superannuation) was increased from $1,146,000 to $1,400,000, effective on 

1 January 2022. $250,000 of this increase was effected through a grant of 108,070 Restricted Stock Units (RSUs), and as such has been expensed  
under the STI share-based payment amount. RSUs are deferred share rights that are subject to a service condition of one year and a further  
deferral period of one year.

9.  Jevan Bouzo’s total fixed remuneration (inclusive of base salary and superannuation) was increased from $800,000 to $850,000 effective  

on 1 January 2023, when he took on the role of Chief Executive, Convenience & Mobility.

10. Carolyn Pedic commenced as a KMP on 1 January 2023.

58

Viva Energy Group Limited – Annual Report 20238.  Non-Executive Director remuneration

8.1.  Non-Executive Director fees
Non-Executive Directors are paid annual fees. With the exception of the Chairman, each Non-Executive Director who is a Chair or 
a member of a Board Committee receives Committee fees in recognition of the additional responsibilities, time and commitment 
required. Non-Executive Directors do not receive any performance-related remuneration.

The table below sets out Non-Executive Director remuneration, inclusive of statutory superannuation.

Board

Committee fees2

Description
Chair

Director

Chair

Member

Fees
$420,0001

$173,250

$36,750

$18,375

1.  The Board Chair does not receive any additional fees for being the Chair or member of any Board Committees.

2.  Standing Board Committees comprise: Audit and Risk; Remuneration and Nomination; Sustainability; and Strategy and Investment.

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Under the ASX Listing Rules and Viva Energy’s Constitution, the total amount paid to all Non-Executive Directors must not exceed 
in aggregate in any year the amount fixed by Viva Energy in a general meeting for that purpose. As disclosed in the Viva Energy 
Prospectus (dated 20 June 2018), this amount has been fixed by the Company at $1.9 million per annum. Non-Executive Director 
fees paid in 2023 were within this cap.

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8.2.  2023 Non-Executive Director fees
The fees paid to the Non-Executive Directors in 2023 are set out in the table below:

Non-Executive Directors
Robert Hill (Chairman)

Arnoud De Meyer

Dat Duong1

Michael Muller1

Sarah Ryan

Nicola Wakefield Evans

Total

Short-term benefits

Post-
employment 
benefits

Other 
long-term 
benefits

Salary  
and fees 
$

393,652
375,568

228,375
217,500

–
–

–
–

230,616
235,000

222,800
213,153

1,075,443

1,041,221

2023
2022

2023
2022

2023
2022

2023
2022

2023
20222

2023
2022

2023

2022

Other 
benefits 
$

Super- 
annuation 
$

Other 
$

–
–

–
–

–
–

–
–

–
–

–
–

–

–

26,348
24,432

–
–

–
–

–
–

16,134
–

24,229
21,847

66,711

46,279

–
–

–
–

–
–

–
–

–
–

–
–

–

–

Total 
$

420,000
400,000

228,375
217,500

–
–

–
–

246,750
235,000

247,029
235,000

1,142,154

1,087,500

1.  Dat Duong and Michael Muller have agreed to not receive any remuneration for their positions as Non-Executive Directors. 

2.  Sarah Ryan did not receive superannuation in 2022 pursuant to an exemption granted by the ATO under section 19AA of the Superannuation Guarantee 

(Administration) Act 1992. Accordingly, Dr Ryan’s 2022 fees include the amounts which would otherwise have been contributed as superannuation.

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59

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Max value 
yet to 
amortise 
($)4

–

164,612

–

–

1,386,557

786,846

–

–

70,197

–

–

456,595

260,194

–

–

–

–

–

–

–

–

–

–

–

–

–

–

Remuneration Report continued

9.  Equity interests

9.1.  Performance Rights and Deferred Share Rights – KMP
Abbreviations used in the following table:

2020 PR – 2020-2022 LTI Performance Rights | 2021 PR – 2021-2023 LTI Performance Rights | 2022 PR – 2022-2024 LTI Performance 
Rights | 2023 PR – 2023-2025 LTI Performance Rights | RSU – Restricted Stock Units | DSR – Deferred Share Rights | 2023 SOA – 
2023 CFO Sign on Award.

Held at 
1 January 2023

Granted1

Vested and 
exercised

Held at 
31 December 20232

Type

Vested

vested Number

($) Lapsed Number

Un- 

Value 

Value 

($)3 Vested

Un-
vested

Vested 
(%)

Lapsed 
(%)

Scott Wyatt
2022 RSU

2022 STI DSR

2021 STI DSR

2020 STI DSR

2023 PR

2022 PR

2021 PR

2020 PR

Jevan Bouzo
2022 STI DSR

2021 STI DSR

2020 STI DSR

2023 PR

2022 PR

2021 PR

2020 PR

Carolyn Pedic
2023 PR

2023 SOA DSR

– 108,070

–

–

– 108,070

329,614

–

–

100%

–

– 325,965

987,674

–

–

–

– 325,965

–

–

–

–

–

– 326,052

46,436

–

–

–

–

– 832,892 2,016,848

– 923,637

– 905,501

– 556,121

–

–

–

–

–

–

–

– 139,004

421,182

– 169,858

25,153

–

–

–

–

– 339,956 661,894

– 393,875

– 471,725

– 301,232

–

–

–

–

–

–

– 163,026 497,229

– 163,026

50%

–

–

–

–

46,436

141,628

–

–

100%

–

–

–

–

–

–

– 832,892

– 923,637

– 905,501

–

–

–

29,614 526,507 1,605,846 

–

–

94.7%

5.3%

–

–

–

–

–

–

–

–

– 139,004

–

84,929 249,691

25,153

73,948

–

–

84,929

50%

–

100%

–

–

–

–

–

–

– 339,956

– 393,875

471,725

–

–

–

16,041 285,191 838,462 

–

94.7%

5.3%

–

–

–

–

–

–

169,978 330,947

– 150,364 442,070

–

–

–

–

–

–

169,978

– 150,364

–

–

–

–

228,297

110,518

1.  The following equity securities were allocated in 2023:

• Deferred Share Rights were allocated to Scott Wyatt and Jevan Bouzo on 27 February 2023. The number of Deferred Share Rights were calculated 

by dividing the dollar value of the equity component of their 2022 STI amount vested by the VWAP over the period from 1 January 2022 to 
31 December 2022.

• Deferred Share Rights were allocated to Carolyn Pedic on 3 March 2023. The number of Deferred Share Rights were calculated by dividing the dollar 

value of the CFO sign-on award, by the VWAP over the period from 1 December 2022 to 31 December 2022.

• 2023 LTI Performance Rights were allocated to Jevan Bouzo and Carolyn Pedic on 3 March 2023 and Scott Wyatt on 25 May 2023. The number of 
Performance Rights were calculated by dividing the dollar value of their maximum LTI opportunity by $2.6474, being the VWAP over the period  
from 1 January 2022 to 31 December 2022. The value of the Performance Rights granted in 2023 is based on the total grant date fair value.

2.  Of the 2021 PRs held by Scott Wyatt and Jevan Bouzo, 100% have vested since 31 December 2023. 
3.  The value of Scott Wyatt’s Restricted Stock Units, Deferred Share Rights and Performance Rights exercised is calculated based on the share price of 

$3.05, being the closing share price on the date of exercise on 24 February 2023. The value of Jevan Bouzo’s Deferred Share Rights and Performance 
Rights exercised is calculated based on the share price of $2.94, being the closing share price on the date of exercise on 22 February 2023.

4.  Scott Wyatt, Jevan Bouzo and Carolyn Pedic are entitled to 2023 STI Deferred Share Rights that will be granted in 2024. The estimated value, yet to be 

amortised for Scott Wyatt, Jevan Bouzo and Carolyn Pedic, is $349,024, $174,657 and $87,937 respectively. 

Further details of performance and deferred share rights outstanding at the end of 2023 are set out below:

Type
2023 PR – TSR

Grant date
22 February 2023

Fair value at 
grant date ($)
1.32

Exercise  
price ($)
–

Vesting date

2023 PR – FCF/ROCE/Strategic

22 February 2023

2023 PR – TSR

23 May 2023

2023 PR – FCF/ROCE/Strategic

23 May 2023

2022 STI DSR

20 February 2023

2023 SOA DSR

27 February 2023

2.46

2.02

2.75

3.03

2.94

–

–

–

–

–

As notified by the Company 
to the participant after 
31 December 2025

50% on 1 January 2024
50% on 1 January 2025

50% on 1 January 2024
50% on 1 January 2025

60

Viva Energy Group Limited – Annual Report 20239.2.  Shareholdings – KMP
The number of shares in the capital of the Company held directly and indirectly by each KMP are set out below:

Robert Hill

Dat Duong

Arnoud De Meyer

Mike Muller

Sarah Ryan

Nicola Wakefield Evans

Scott Wyatt

Jevan Bouzo

Carolyn Pedic

Balance as at  
1 January 2023
119,284

Acquired  
in 2023
50,300

–

–

156,943

10,000

–

106,667

40,000

7,979,451

659,011

–

–

–

6,500

–

–

–

Acquired 
through 
vesting of 
rights & 
restricted 
units
–

–

–

–

–

–

844,039

395,273

–

Acquired 
through 
exercise  
of options
–

Disposed  
in 2023
–

–

–

–

–

–

–

–

–

–

–

–

–

–

(925,000)

(496,781)

–

Balance as at 
31 December 20231

169,584

–

166,943

–

106,667

46,500

7,898,490

557,503

–

1.  Post 31 December 2023, Scott Wyatt and Jevan Bouzo are due to receive 905,501 and 471,725 ordinary shares respectively following the vesting  

of their 2021-2023 LTI Performance Rights.

10.  2024 Remuneration

10.1.  KMP

10.1.1  Non-Executive Director fees
The Board has reviewed non-Executive director fees and decided to approve a 4.1% increase in fees for 2024 in line with inflation 
to maintain market competitiveness. 

10.1.2  Executive KMP 
The Board reviewed the appropriateness of fixed and variable remuneration arrangements for our Executive KMP to ensure 
that they remain fit for purpose and competitive against market peers. In particular, the Board considered the increasing 
responsibilities of our executives and the recent changes in size and complexity of the business following the recent acquisition 
of Coles Express, the forthcoming acquisition of OTR (subject to FIRB approval) and our recently announced strategic objectives 
and aspirations. 

As a result, the Board has approved a 9% increase in the CEO’s fixed remuneration for 2024, from $1,470,000 to $1,600,000. The 
Board has also approved an increase in the CEO’s maximum STI opportunity to 145% of fixed remuneration (from 134% last year). 
His LTI maximum opportunity remains at 150% of fixed remuneration. These changes ensure that the CEO’s fixed remuneration 
package remains positioned just above the median of peers, reflective of his performance and tenure as CEO and also the 
significant shareholder value generated during his leadership. The CEO’s total potential remuneration package is positioned 
between the 60th and 75th percentile of peers. 

Our recently appointed CFO has now been over a year in her position. Noting that her initial fixed remuneration on appointment 
was below market peers and recognising her strong contribution to the Group, the Board is increasing her fixed remuneration to 
$750,000 per annum in 2024 to bring her fixed remuneration around median of peers as she moves into her second full year as CFO. 
Her maximum STI and LTI opportunities have also been increased to 100% of fixed remuneration each in line with market peers. 

The Board has also reviewed the remuneration of the CEO C&M in light of the recent Coles Express acquisition and the 
announced OTR acquisition. Reflective of his increased responsibility and duties should the OTR acquisition complete, his fixed 
remuneration will increase by 5.9% from $850,000 to $900,000 per annum following the OTR acquisition. In order to reward the 
CEO C&M for pursuing the ambitious annual targets for 2024 and beyond in relation to this expanded business, his maximum STI 
opportunity will be increased to $1m (or 111% of fixed remuneration, previously 100%).

While the structure of our LTI program will remain relatively consistent for our Group CEO, CFO and other executive team members 
in 2024, subject to completion of the OTR acquisition, the Board intends to introduce a one-off 5 year incentive for the CEO 
C&M. This five year incentive will be subject to vesting conditions aligned to our recently announced ambitions relating to the 
C&M business, including growing C&M EBITDA to $500m+. Further information regarding the one off incentive will be provided 
when the Board has approved the final terms.

Further details regarding our 2024 remuneration will be provided in the 2024 Remuneration Report.

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61

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’ Report

The Directors present this report, together with the Financial Report of Viva Energy Group Limited (the Company) and the entities 
it controlled (collectively, the Group), for the financial year ended 31 December 2023.

This Directors’ Report has been prepared in accordance with the requirements of the Corporations Act 2001 (Cth). The following 
information, contained in other sections of this Annual Report, forms part of this report:

•  The Group’s business and strategy on pages 6 to 23;

•  Operating and financial review on pages 32 to 40;

•  Director biographies on pages 24 to 25;

•  Risk management disclosures on pages 28 to 31;

•  Remuneration Report on pages 42 to 61;

•  External auditor’s independence declaration on page 67; and

•  Note 36 Auditor’s remuneration on page 127.

Directors, Secretaries and meetings 
The Directors of the Company at any time during the financial year ended 31 December 2023 and up until the date of this report, 
unless otherwise stated, are:

•  Robert Hill

•  Scott Wyatt

•  Arnoud De Meyer

•  Dat Duong

•  Michael Muller

•  Sarah Ryan

•  Nicola Wakefield Evans

Information on the qualifications, experience, special responsibilities and other directorships of our Directors is set out on  
pages 24 to 25.

Company Secretaries

Julia Kagan
BBus (Banking and Finance), LLB (Hons), FGIA
Julia Kagan was appointed Company Secretary on 26 July 2019.

Julia joined Viva Energy in August 2018. Prior to this, Julia held governance roles at BHP and ASX as part of the Listings 
Compliance team. Julia is a legal practitioner and holds a Bachelor of Business and a Bachelor of Laws (Honours) from  
Monash University. She is a Fellow of the Governance Institute of Australia.

Cheng Tang
BCom, LLB, AGIA
Cheng Tang was appointed Company Secretary on 19 August 2021.

Prior to joining Viva Energy in March 2020, Cheng was a senior adviser in the Listings Compliance team at ASX and started her 
career in assurance at Ernst & Young. Cheng holds a Bachelor of Commerce and a Bachelor of Laws from Monash University  
and is an Associate of the Governance Institute of Australia.

62

Viva Energy Group Limited – Annual Report 2023Directors’ meetings 
Details regarding Board and Board Committee meetings held during the year and each Director’s attendance at these meetings 
are set out below. Directors have a standing invitation to attend all standing Board Committee meetings. Attendance by Directors 
at meetings of Committees of which they are not a member is not reflected in the table below.

All Directors receive copies of the agendas, minutes and papers of each standing Board Committee meeting, save to the extent 
they are subject to a relevant conflict.

Board  
meetings

(A)
13

13

13

13

13

13

13

(B)
13

13

12

13

12

12

11

Board Sub-
Committee 
meetings

(A)
2

(B)
2

Audit and Risk 
Committee

Sustainability 
Committee

(A)

(B)

(A)
5

(B)
5

6

6

6

6

6

6

5

5

5

5

3

5

1

3

1

3

Remuneration 
and Nomination 
Committee

Strategy and 
Investment 
Committee

(A)
4

4

4

(B)
4

4

4

(A)
3

(B)
3

3

3

3

3

3

3

3

3

3

3

3

3

Robert Hill

Arnoud De Meyer

Dat Duong

Sarah Ryan

Michael Muller

Nicola Wakefield Evans

Scott Wyatt

(A)  Number of meetings held during the period which the Director was eligible to attend.

(B)  Number of meetings attended by the Director.

Principal activities and review of operations

Principal activities
During the year, the principal activities of the Group included the following:

•  sales of fuel, lubricants and convenience offerings across Australia;

•  the supply of energy and industrial solutions and services across key sectors of Australia’s economy;

•  management of a national supply, distribution and terminal network; and

•  manufacturing activities at the Group’s Geelong oil refinery.

State of affairs
There were no significant changes in the Group’s state of affairs during the year other than as set out in the Operating  
and financial review, which is set out on pages 32 to 40 and in the Notes to the consolidated financial statements.

Review of operations
The Operating and financial review of the Group for the 2023 financial year is set out on pages 32 to 40 of this report.

Dividends
We paid the following dividends during the financial year ended 31 December 2023:

Dividend
Final dividend of 13.3 cents per share (fully franked)  
for the six months ended 31 December 2022

Interim dividend of 8.5 cents per share (fully franked)  
for the half year ended 30 June 2023

Total dividend
$206.1M

Payment date
24 March 2023

$131.3M

20 September 2023

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63

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’ Report continued

Matters subsequent to the end of financial year 
No matters or circumstances have arisen subsequent to the end of the financial year that have significantly affected, or may 
significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future 
financial years. 

Remuneration and share interests

Remuneration Report
The Remuneration Report is set out on pages 42 to 61.

Directors’ interests in share capital
The relevant interests of each Director in the share capital of the Company as at the date of this Directors’ Report is set out below:

Director
Robert Hill

Scott Wyatt

Arnoud De Meyer

Dat Duong

Sarah Ryan

Michael Muller

Nicola Wakefield Evans

Number of ordinary shares in which  
the Director has a relevant interest
169,584

7,898,490*

166,943

–

106,667

–

46,500

*.  The CEO will be entitled to receive ordinary shares following the vesting of the 2021 LTI Performance Rights, and 2021 and 2022 STI Deferred Share 

Rights. See the Remuneration Report for further information.

Our Managing Director and CEO, Scott Wyatt, holds the following share rights:

•  Performance Rights: 

 – 905,501 (2021 LTIP)
 – 923,637 (2022 LTIP)
 – 832,892 (2023 LTIP)

•  Deferred Share Rights: 

 – 163,026 (2021 STIP)
 – 325,965 (2022 STIP)

Non-Executive Directors do not hold any rights or options over shares in the Company or any Group entity.

64

Viva Energy Group Limited – Annual Report 2023Rights over shares in the Company
The table below details the number of Performance Rights and Deferred Share Rights the Company had on issue as at the date 
of this report. Further information is available in the Remuneration Report.

Number on 
issue as at 
31 December 2022
6,992,697 
Performance  
Rights

Changes during the 
2023 financial year
2,249,373* 
Performance  
Rights issued

Number on 
issue as at 
31 December 2023
7,331,094 
Performance  
Rights

Changes since  
the end of the  
2023 financial year
–

Number on issue  
as at the date  
of this report
7,331,094 
Performance  
Rights

Performance 
Rights issued 
under LTIP

Deferred Share 
Rights issued 
under LTIP  
and STIP

3,905,964  
Deferred  
Share Rights

1,581,348** 
Performance  
Rights vested  
and exercised

329,592  
Performance  
Rights lapsed

2,784,301*** 
Deferred Share 
Rights issued

2,702,798**  
Deferred Share 
Rights vested  
and exercised

41,514  
Deferred Share 
Rights lapsed

3,945,953  
Deferred  
Share Rights

685,894**  
Deferred Share 
Rights vested and 
exercised

3,260,059  
Deferred  
Share Rights

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*  Of these, 832,892 Performance Rights were granted to the CEO on 25 May 2023, as approved by shareholders at the 2023 AGM.

**  Each Performance Right or deferred Share Right that vests entitles the holder to acquire one ordinary share. The shares allocated upon vesting  

and exercise are acquired on-market and transferred to the holder.

***  Of these, 325,965 Deferred Share Rights were granted to the CEO under the Company’s STIP.

Corporate governance
As at the date of this report, our corporate governance arrangements and practices complied with the 4th Edition of the ASX 
Corporate Governance Council’s Corporate Governance Principles and Recommendations.

Our 2023 Corporate Governance Statement is available on our website at www.vivaenergy.com.au.

Auditor
Our external auditor, PricewaterhouseCoopers (PwC), has provided an independence declaration in accordance with the 
Corporations Act. This is set out at page 67.

Non-audit services
Details of non-audit services provided by, and amounts paid to, our external auditor are set out in Note 36 Auditor’s 
remuneration to the financial statements.

The Directors have formed the view, based on advice from the Audit and Risk Committee, that the provision of non-audit services  
during the 2023 financial year was compatible with, and did not compromise, the general standard of independence for auditors 
imposed by the Corporations Act 2001. The non-audit services provided did not involve the external auditor reviewing or auditing 
its own work or acting in a management or decision-making capacity for the Company, or otherwise could reasonably be expected 
to compromise its independence.

No officer of the Company was a partner or director of PricewaterhouseCoopers during the financial year.

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65

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’ Report continued

Environmental performance
The Group is subject to federal, state and local government environmental regulation in respect of its land holdings, 
manufacturing, terminal and distribution facilities and retail operations. Licences, issued by the relevant state environmental 
regulator, are held for a number of these operations.

In 2023, the Group received an infringement from the Department of Environment and Science (DES) in Queensland, with the 
penalty of approximately $14,000 for a failure to comply with a Clean up Notice at a retail site in Deception Bay, Queensland.  
The Clean up Notice required certain environmental investigations to be undertaken at the property adjacent to a retail site.  
The failure to comply with the Notice was due to the difficulties associated with obtaining access to the adjacent site.  
Access to the site has since been obtained to enable sampling. 

Work progressed on the actions of the Environmental Protection Order issued by the DES relating to perfluoroalkyl and 
polyfluoroalkyl substances (PFAS) in stormwater discharges from the Pinkenba Terminal (received in 2021). With assistance  
from DES and our environmental consultants we secured an exemption to a waste levy to remove and transport PFAS 
contaminated soil from Pinkenba. 

The Group continues to work with all state regulators to transition away from the use of fluorine containing foams as well as 
undertaking remediation works of impacted soil and groundwater at the Refinery and depots. Learnings from Pinkenba and 
Newport Terminals are being used as the basis for appropriate treatment and/or disposal options at our other impacted sites. 
In Geelong, negotiations with the Environment Protection Authority (EPA) resulted in the reclassification of contaminated soil, 
enabling it to be stored on site and prevent it from being sent to landfill.

Indemnities and insurance
The Company maintains a deed of access, insurance and indemnity with each Director and each Company Secretary of the 
Group. Under those deeds, the Company indemnifies, to the extent permitted by law, each Director and each Company 
Secretary against any loss that may arise from, or in connection with, any act or omission by that Director/Company Secretary in 
the performance of, or relating to or in connection with, their position as an officer of the Company or the execution or discharge 
of duties as such an officer, to the full extent permitted by law. Each deed provides that the Company must meet the full amount 
of any such loss, including legal costs (calculated on a full indemnity basis) that are reasonably incurred, charges and expenses.

Under the deeds, the Company must arrange and maintain a directors’ and officers’ insurance policy for the Directors and the 
Company Secretaries to the extent permitted by law, and must use reasonable endeavours to maintain such insurance for the 
period from the date of the deed until seven years after the Director/Company Secretary ceases to hold office. This seven-year 
period can be extended where certain actions or proceedings commence before the period expires.

The Group has entered into insurance policies to insure the Directors and Company Secretaries. The Group has paid the 
premiums for those policies. In accordance with common commercial practice, the insurance policies prohibits disclosure  
of the nature of the liabilities insured against and the amount of the premiums.

Viva Energy Group Limited has agreed to reimburse its auditors, PricewaterhouseCoopers, for any liability (including  
reasonable legal costs) incurred in connection with any claim by a third party arising from Viva Energy’s breach of its  
audit engagement agreement.

Rounding of amounts
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, all amounts in this 
Directors’ Report have been rounded to the nearest one hundred thousand dollars ($100,000), or in certain cases, to the nearest 
one thousand dollars ($1,000).

This Directors’ Report is made in accordance with a resolution of the Board.

Robert Hill
Chairman

Date: 21 February 2024

Scott Wyatt
CEO and Managing Director

66

Viva Energy Group Limited – Annual Report 2023Auditor’s independence declaration

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Auditor’s Independence Declaration 

As lead auditor for the audit of Viva Energy Group Limited for the year ended 31 December 2023, I 
declare that to the best of my knowledge and belief, there have been:  

(a)

no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and

(b)

no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Viva Energy Group Limited and the entities it controlled during the 
period. 

Trevor Johnston 
Partner 
PricewaterhouseCoopers 

Melbourne 
21 February 2024 

PricewaterhouseCoopers, ABN 52 780 433 757 
2 Riverside Quay, SOUTHBANK  VIC  3006, GPO Box 1331, MELBOURNE  VIC  3001 
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au 

Liability limited by a scheme approved under Professional Standards Legislation. 

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67

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Report

Consolidated statement of profit or loss 

69

Capital funding and financial risk management 

Consolidated statement of comprehensive income  70

Consolidated statement of financial position 

Consolidated statement of changes in equity 

Consolidated statement of cash flows 

Notes to the consolidated financial statements 

General information 

Results for the year 

1.  Revenue from contracts with customers 

2.  Other profit or loss items 

3.  Segment information 

4.  Earnings per share 

Working capital and cash flow 

5. 

Inventories 

6.  Cash and cash equivalents 

7.  Reconciliation of profit to net cash flows from  

operating activities 

8.  Trade and other receivables 

9.  Prepayments 

10.  Trade and other payables 

Long-term assets and liabilities 

11.  Property, plant and equipment 

12.  Leases 

13.  Long-term receivables 

14.  Financial assets held at fair value through other  

comprehensive income 

15.  Other long-term liabilities 

16.  Goodwill and other intangible assets 

17.  Provisions 

71

72

73

74

74

76

76

77

79

81

82

82

83

83

84

85

85

86

86

88

90

90

90

91

93

18.  Financial assets and liabilities 

19.  Derivative assets and liabilities 

20. Long-term borrowings 

21.  Consolidated net debt 

22. Contributed equity and reserves 

23. Dividends declared and paid 

24.  Fair value of financial assets and liabilities 

25. Financial risk management 

Taxation 

26. Income tax and deferred tax 

Group structure 

27.  Group information 

28. Business combinations 

29.  Interests in associates and joint operations 

Unrecorded items and uncertain events 

30. Commitments and contingencies 

31.  Events occurring after the reporting period 

Other disclosures 

32. Parent company financial information 

33. Deed of Cross Guarantee 

34. Post-employment benefits 

35. Related party disclosures 

36. Auditor’s remuneration 

Directors’ declaration 

95

95

97

98

98

99

101

101

103

106

106

110

110

111

115

116

116

116

117

117

117

120

123

127

128

68

Viva Energy Group Limited – Annual Report 2023 
 
Consolidated statement of profit or loss
For the year ended 31 December 2023

Revenue

Cost of goods sold

Gross profit

Net gain/(loss) on other disposal of property, plant and equipment

Gain on bargain purchase

Other income

Other gains and losses

Transportation expenses

Salaries and wages

General and administration expenses

Maintenance expenses

Lease-related expenses

Sales and marketing expenses

Impairment expense

Interest income

Share of profit of associates

Realised/unrealised fair value (loss)/gain on derivatives

Net foreign exchanges gain

Depreciation and amortisation expenses

Finance costs

Profit before income tax

Income tax expense

Profit after tax

Earnings per share
Basic earnings per share

Diluted earnings per share

Notes
1

2023 
$M

26,741.1

2

(24,390.3) 

2022 
$M

26,432.6

(24,016.9) 

2,350.8

2,415.7

28

2

12

2

29

2

2

2

2

26

4

4

0.6

4.6

80.0

85.2

(447.1) 

(563.0) 

(313.6) 

(167.1) 

(8.6) 

(163.4) 

773.2

(79.9) 

12.5

1.9

(28.4) 

50.9

(444.2) 

(249.3) 

36.7

(32.9)

3.8

cents

0.2

0.2

(6.5) 

8.4

–

1.9

(385.7) 

(320.3) 

(203.8) 

(132.9) 

(12.0) 

(125.7) 

1,237.2

–

5.2

2.2

45.4

54.3

(404.2) 

(208.3) 

731.8

(217.5) 

514.3

cents
33.3

33.1

The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.

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69

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated statement of comprehensive income
For the year ended 31 December 2023

Profit for the year

Other comprehensive income

Other comprehensive income not to be reclassified  
to profit or loss in subsequent years (net of tax)

Changes in fair value of equity investments

Remeasurement of post-employment benefits

Net other comprehensive income

Total comprehensive income for the year (net of tax)

Notes

2023 
$M

3.8

2022 
$M

514.3

34

(0.6) 

0.7

0.1

3.9

(1.8) 

1.6

(0.2) 

514.1

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

70

Viva Energy Group Limited – Annual Report 2023Consolidated statement of financial position
As at 31 December 2023

ASSETS

Current assets
Cash and cash equivalents 

Trade and other receivables

Inventories

Assets classified as held for sale

Derivative assets

Prepayments

Current tax asset

Total current assets

Non-current assets
Long-term receivables

Property, plant and equipment

Right-of-use assets

Goodwill and other intangible assets

Post-employment benefits

Investments accounted for using the equity method

Financial assets at fair value through other comprehensive income

Net deferred tax assets

Other non-current assets

Total non-current assets

Total assets

LIABILITIES AND EQUITY

Current liabilities
Trade and other payables

Provisions

Short-term lease liabilities

Liabilities directly associated with assets held for sale

Derivative liabilities

Current tax liabilities

Total current liabilities

Non-current liabilities
Provisions

Long-term borrowings

Long-term lease liabilities

Other long-term liabilities

Total non-current liabilities

Total liabilities

Net assets

Equity
Contributed equity

Treasury shares

Reserves

Retained earnings

Total equity

Notes

2023 
$M

2022 
$M

6

8

5

11, 12, 17

19

9

13

11

12

16

34

29

14

26

10

17

12, 21

12, 17

19

17

20

12, 21

15

22

22

22

215.5 

1,979.7

1,798.0 

42.0 

 0.1 

41.2

48.5

290.5

2,001.8

1,561.3

1.9

3.3

30.6

–

4,125.0

3,889.4

23.9

2,071.0

1,984.7

531.7

6.6

17.6

5.8

315.3

0.7

4,957.3

9,082.3

52.3

1,643.8

2,088.4

599.6

7.0

15.7

6.6

315.9

4.9

4,734.2

8,623.6

3,604.9

3,248.7

193.6

206.8

46.0

69.1

–

161.8

172.1

–

24.5

141.9

4,120.4

3,749.0

93.0

595.5

2,193.0

69.8

2,951.3

7,071.7

2,010.6

4,232.4

(21.4) 

(4,194.3) 

1,993.9

2,010.6

86.5

–

2,284.4

142.9

2,513.8

6,262.8

2,360.8

4,247.4

(18.2) 

(4,195.0) 

2,326.6

2,360.8

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

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71

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated statement of changes in equity
For the year ended 31 December 2023

Contributed 
equity 
$M

Treasury 
shares 
$M

Notes

Reserves 
$M

Retained 
earnings 
$M

4,252.5

(12.7) 

(4,201.7) 

2,073.8

Balance at 1 January 2022

Statutory profit for the year

Remeasurement of post-employment benefits

34

Changes in the fair value of equity investments 
through other comprehensive income

Total comprehensive income for the year

Dividends paid (net of dividends paid  
on treasury shares)

23

Share buy-back

22a, 22c

(5.1) 

Share-based payment reserve movement

Issue of shares to plan participants

Purchase of treasury shares

Balance at 31 December 2022

22c

22b

22b

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

5.4

(10.9) 

–

1.6

(1.8) 

(0.2) 

–

0.4

6.5

–

–

Total 
equity 
$M

2,111.9

514.3

1.6

(1.8) 

514.3

–

–

514.3

514.1

(261.5) 

(261.5) 

–

–

–

–

(4.7) 

6.5

5.4

(10.9) 

Balance at 1 January 2023

Statutory profit for the year

Remeasurement of post-employment benefits

34

Changes in the fair value of equity investments 
through other comprehensive income

Total comprehensive income for the year

Dividends paid (net of dividends paid  
on treasury shares)

Share buy-back

Share-based payment reserve movement

Issue of shares to plan participants

Purchase of treasury shares

Balance at 31 December 2023

23

22a, 22c

22c

22b

22b

4,247.4

(18.2) 

(4,195.0) 

2,326.6

2,360.8

4,247.4

(18.2) 

(4,195.0) 

2,326.6

2,360.8

–

–

–

–

–

(15.0) 

–

–

–

–

–

–

–

–

–

–

10.1

(13.3) 

–

0.7

(0.6) 

0.1

3.8

–

–

3.8

3.8

0.7

(0.6) 

3.9

–

(336.5) 

(336.5) 

(2.3) 

2.9

–

–

–

–

–

–

(17.3) 

2.9

10.1

(13.3) 

4,232.4

(21.4) 

(4,194.3) 

1,993.9

2,010.6

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

72

Viva Energy Group Limited – Annual Report 2023Consolidated statement of cash flows
For the year ended 31 December 2023

Operating activities

Receipt from trade and other debtors

Payments to suppliers and employees

Federal Security Services Package payments received

Interest received

Interest paid on loans

Interest paid on lease liabilities

Net income tax paid

Net cash flows from operating activities

Investing activities

Payments for purchases of property, plant and equipment and intangibles

Proceeds from sale of property, plant and equipment

Receipt of government grant

Payments for other investments

Net cash consideration paid for acquisitions

Dividends received from associates

Net cash flows used in investing activities

Financing activities

Drawdown of borrowings

Repayments of borrowings

Dividends paid (net of dividend paid on treasury shares held)

Upfront financing cost paid and capitalised

Repayment of lease liability

Share buy-back

Net purchase of employee share options

Repayment of long-term payable

Net cash flows used in financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Notes

2023 
$M

2022 
$M

33,788.0

(32,713.3)

33,602.6

(32,208.0) 

–

12.5

(32.9) 

(167.8) 

(207.5) 

679.0

12.4

5.2

(12.0) 

(171.5) 

(122.7) 

1,106.0

(492.7) 

(303.7) 

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22.7

18.2

(7.1) 

(235.4) 

–

11.9

25.3

–

(18.0) 

2.5

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(694.3) 

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6,290.0

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2,695.0

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(336.5)

(4.7)

(187.9) 

(17.3) 

(13.3) 

(100.0) 

(59.7) 

(75.0) 

290.5

215.5

(261.5) 

(2.1) 

(156.0) 

(4.7) 

(10.9) 

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(630.2) 

193.8

96.7

290.5

7

29

23

6

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73

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements

General information

Reporting entity
The consolidated financial statements of Viva Energy Group Limited (‘Company’) and the entities it controlled (collectively, 
‘Group’) for the year ended 31 December 2023 were authorised for issue in accordance with a resolution of the Directors on 
21 February 2024. The Company is a for-profit company limited by shares incorporated in Australia, whose shares are publicly 
traded on the Australian Securities Exchange (ASX: VEA). 

The Group is principally engaged in the sale of fuel, lubricants and convenience offerings across Australia, the supply of energy 
and industrial solutions and services across key sectors of Australia’s economy, management of a national supply, distribution 
and terminal network and manufacturing activities at the Group’s Geelong oil refinery. The Group’s principal place of business  
is Level 16, 720 Bourke Street, Docklands, Australia.

Significant changes in the current reporting period
The financial position and performance of the Group was particularly affected by the following events and transactions during 
the reporting period:

•  The Group acquired Coles Express on 1 May 2023 (see Note 28 Business combinations).

•  The Group has implemented a reorganisation of its reportable segments (refer to Note 3 Segment information). 

Basis of preparation

Statement of compliance
The Financial Report is a general purpose financial report, which has been prepared in accordance with the requirements of the 
Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting 
Standards Board. 

The Financial Report has been prepared on a going concern basis. The Directors have made this assessment on the basis that the 
Group has sufficient liquidity and undrawn borrowing facilities to meet its obligations and pay its debts as and when they fall due.

The Financial Report has been prepared on a historical cost basis, except for financial assets and liabilities (including derivative 
instruments, equity securities, contingent consideration liabilities and defined benefit plan assets and liabilities), which have  
been measured at fair value.

The Group’s consolidated financial statements also comply with International Financial Reporting Standards (IFRS) as issued  
by the International Accounting Standards Board.

The Financial Report is presented in Australian dollars. In accordance with ASIC Legislative Instrument 2016/191, all values are 
rounded to the nearest one hundred thousand ($100,000), or in certain cases, to the nearest one thousand ($1,000).

Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary 
economic environment in which the entity operates (‘functional currency’). The consolidated financial statements are presented  
in Australian dollars, which is the Group’s functional and presentation currency.

Use of estimates and judgements 
The preparation of these consolidated financial statements, as well as management’s application of the Group’s accounting 
policies, requires the use of accounting estimates and judgements. These estimates and judgements are continually evaluated 
and are based on historical experience and other factors, including expectations of future events that may have a financial impact 
on the Group and that are believed to be reasonable under the circumstances.

Estimates and judgements require assumptions to be made about uncertain external factors, such as discount rates, interest 
rates, inflationary impacts, probability factors, the outlook for global and regional market supply and demand conditions, 
asset useful lives, and climate change and energy transition-related risks. As such, the actual outcomes may differ from these 
judgements and assumptions.

74

Viva Energy Group Limited – Annual Report 2023The significant estimates and judgements that have a risk of causing a material adjustment to the carrying amounts of assets  
and liabilities within the next financial year are highlighted below:

•  Information about the assumptions and the risk factors relating to impairment are described in Note 8 Trade and other 

receivables and Note 16 Goodwill and other intangible assets.

•  Note 11 Property, plant and equipment describes the policy and estimation of minimum operating stock and also the process 

of assessing for impairment of property, plant and equipment.

•  Note 12 Leases provides an explanation of the key assumptions used to determine the lease-related right-of-use assets  

and lease liabilities.

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•  Note 16 Goodwill and other intangible assets outlines the key assumptions and methodology used to assess the carrying  

value of the Group’s goodwill for impairment.

•  Note 17 Provisions provides key sources of estimation, uncertainty and assumptions used in regards to estimation  

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of provisions.

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•  Note 18 Financial assets and liabilities and Note 24 Fair value of financial assets and liabilities provide an explanation  

of the key assumptions used to determine the fair value of financial assets and liabilities.

•  Information about the assumptions and the risk factors relating to income tax expense and deferred tax balances are 

described in Note 26 Income tax and deferred tax.

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New and revised accounting standards
In the current reporting period, several amendments and interpretations were issued by the Australian Accounting Standards 
Board. The Group has adopted all of the new amendments and interpretations issued that are relevant to its operations and 
effective for the current annual reporting period. These are listed below:

•  AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of accounting Policies and Definition of Accounting 

Estimates [AASB 7, AASB 101, AASB 108, AASB 134 & AASB Practice Statement 2].

•  AASB 2021-6 Amendments to Australian Accounting Standards – Disclosure of accounting Policies: Tier 2 and Other Australian 

Accounting Standards [AASB 1049, AASB 1054 and AASB 1060].

•  AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities arising from  

a Single Transaction [AASB 112].

•  AASB 2023-2 Amendments to Australian Accounting Standards – International Tax Reform – Pillar Two Model Rules [AASB 112].

•  AASB 2023-4 Amendments to Australian Accounting Standards – International Tax Reform – Pillar Two Model Rules: Tier 2 

Disclosures [AASB 112 & AASB 1060].

The adoption of these new amendments and interpretations does not have a significant impact on the consolidated financial 
statements of the Group in the current or future periods. Other new amendments and interpretations introduced in the current 
period are not applicable to the Group.

Standards issued but not yet effective as at 31 December 2023
A number of new accounting standards and interpretations have been published that are not yet effective for periods beginning 
1 January 2023 and have not been early adopted by the Group. These standards and interpretations applicable from periods 
beginning 1 January 2024 or beyond as noted by the effective date are not expected to have a material effect on the consolidated 
financial statements of the Group.

Reclassification and changes in financial presentation
Where presentation and classification of items in the consolidated financial statements changes, the comparative amounts  
are also reclassified unless it is impractical to do so. The nature, amounts and reason for the reclassification are also disclosed.  
If the reclassification affects an item on the balance sheet, a third consolidated statement of financial position is also presented. 

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75

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Results for the year

1.  Revenue from contracts with customers
Set out below is the disaggregation of the Group’s revenue from contracts with customers:

Revenue from contracts from customers

Revenue from sale of fuel related goods

Revenue from sale of non-fuel related goods

Rental income

Other revenue

Total revenue from contracts with customers

2023 
$M

2022 
$M

25,615.4

26,059.8

951.0

103.6

71.1

136.8

190.9

45.1

26,741.1

26,432.6

Revenue from sale of goods 
The Group generates revenue through the sale of both fuel and non-fuel related goods.

Revenue from sale of fuel-related goods
The Group primarily generates revenue through the sale of refined fuel-related products in Australia directly to motor vehicle 
users via the Shell, Coles Express, Reddy Express, Liberty and Westside brands directly or indirectly to service stations for sale to 
motor vehicle users, and to commercial businesses such as road transport, shipping companies, government bodies and airlines. 
The products that the Group sells are either refined at its own Geelong Refinery or imported into Australia as refined products. 

Commercial customers have full discretion over the channel and price to sell the products, and there is no unfulfilled obligation 
that could affect the customer’s acceptance of the products. No element of financing is deemed present as the sales are made 
with a credit term of typically 15 to 45 days, which is consistent with market practice. Revenue includes the recovery of excise paid.

Revenue from the sale of fuel related goods is recognised at the point in time when control of the asset is transferred to the 
customer, generally on delivery.

Revenue from sale of non-fuel related goods
Revenue from the sale of non-fuel related goods includes convenience revenue from retail site convenience product offerings  
as a result of the Coles Express Retail business acquisition from May 2023 (refer to Note 28 Business Combinations) and from  
the sale of polypropylene products through the Viva Energy Polymers entities.

Revenue from the sale of non-fuel related goods is recognised at the point in time when control of the asset is transferred to the 
customer, generally on delivery. 

Rental income
The Group as sub-lessor has a number of retail site sub-lease agreements in place generating sub-lease revenue. These sub-lease 
arrangements from a sub-lessor perspective are classified as operating leases with revenue recognised systematically over the 
time period of the lease.

Prior to the Coles Express Retail business acquisition in May 2023, the Group generated rental income from site licences that 
permitted the use of the Group’s premises by Coles Express, calculated based on each site agreement on bespoke commercial 
terms. Revenue from licence fees was recognised over the licence period. The reduction in rental income in 2023 compared to 
the comparative year is due to the cessation of site licence income upon the Coles Express acquisition.

Other revenue
Other revenue is principally generated though convenience store advertising, royalty fees that the Group received under a  
long-term alliance with Coles Express prior to the Coles Express retail business acquisition, brand licence fees and income from 
the use of Shell Card.

(i)  Store advertising
Store advertising revenue is received from convenience product suppliers in relation to promotional activities undertaken in stores 
across the network.

76

Viva Energy Group Limited – Annual Report 2023(ii)  Royalties
Prior to the Coles Express retail business acquisition in May 2023, the Group received royalties on convenience store sales in 
excess of agreed sales thresholds, calculated on an annual basis as a percentage of any excess over a threshold amount of  
gross sales of certain kinds of goods and services made on certain sites. Revenue from royalties was recognised over a relevant 
period of time.

(iii)  Brand licence fees
Licence fees relate to the right to access and to market fuel under the Shell brand. The Group (i.e. licensor) holds the licence to 
the Shell brand and therefore retains the control over the brand. Revenue from licence fees is recognised over the licence period.

(iv)  Shell Card fees
The Group offers Shell Cards that provide customers a secure and efficient way to buy quality fuels, access to an extensive 
national service stations network and the option to use online tools to manage fuel spending. The Group charges a monthly card 
fee to its customers for the use of the card. Revenue from Shell Card is recognised over a period of time. No element of financing 
is deemed present as the sales are made with a credit term of typically 15 to 45 days, which is consistent with market practice.

(v)  Other
Other includes rental recoveries and management fees earned through the Aviation business, recognised as or when the Group 
satisfies its related performance obligations.

Revenue is recognised based on the price specified in the contract, net of expected returns, trade allowances, rebates and GST 
collected on behalf of third parties. 

Assets and liabilities related to contracts with customers
There were no assets or liabilities recognised in the balance sheet related to revenue from contracts with customers because  
the period of amortisation is less than one year.

Disaggregation of revenue from contracts with customers
No one customer accounts for more than 10% of revenue.

2.  Other profit or loss items

Cost of goods sold
Cost of products and raw materials

Sales duties, taxes and commissions

Import freight expenses

Total cost of goods sold

2023 
$M

(17,750.8) 

(5,860.6) 

(778.9) 

2022 
$M

(19,172.1) 

(4,201.3) 

(643.5) 

(24,390.3) 

(24,016.9) 

Cost of goods sold includes the cost of products and raw materials in addition to those costs incurred to bring inventories to a 
saleable condition. These costs include sales duties, taxes and commissions and import freight expense.

Other income

2023 
$M

 80.0

2022 
$M

–

The Group has insurance coverage for property damage and business interruption, which in the current year applies to losses 
arising as a result of the Geelong Refinery compressor incident, which caused an extended outage. On 20 December 2023, the 
Group’s external insurers agreed to a progress settlement of $50.0 million by way of partial settlement of the claim. In relation 
to that sum, $9.0 million was received by the Group as at 31 December 2023, with the remaining $41.0 million received by 
19 January 2024. 

In the year ended 31 December 2023, the Group recognised a sum of $80.0 million relating to proceeds from the insurance 
settlement within the consolidated statement of profit or loss. This reflects both the $50.0 million settled sum along with a further 
insurance receivable of $30.0 million for recoveries in respect of which recovery is considered virtually certain. This does not 
represent the final concluded position. A formal claim is being finalised for lodgement with the Group’s external insurers which 
calculates the claim under the Group’s policy at a sum materially in excess of $80.0 million and the Group will pursue sums under 
the policy up to the final amount of the claim.

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77

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Results for the year continued

2.  Other profit or loss items continued

Impairment expense

2023 
$M

 (79.9)

2022 
$M
–

As part of the 2019 Alliance Agreement extension with Coles Express, the Group recognised an intangible asset for reacquired 
rights relating to reassuming responsibility for the retail sale of fuel. Upon acquisition of the Coles Express retail business on  
1 May 2023, the intangible no longer had value as a separate standalone right and accordingly was impaired within the 
consolidated statement of profit or loss.

Realised/unrealised (losses)/gains on derivatives
Derivative contracts

2023 
$M

(28.4) 

2022 
$M
45.4

The Group is exposed to the effect of changes in foreign exchange and commodity price movements. During the year the Group 
entered into derivative contracts, being principally foreign exchange currency contracts (forwards and swaps) and commodity 
derivative instruments for the purpose of managing the market risks arising from the Group’s operations and to hedge market 
exposure.

Derivatives are recognised at fair value. The gain or loss on subsequent remeasurement is recognised immediately in the 
consolidated statement of profit or loss. For the year ended 31 December 2023 and including any open positions at balance date, 
losses of $28.4 million were made (2022: $45.4 million gain). The losses in the current period were the result of various commodity 
price movements and fluctuations in foreign exchange.

Foreign exchange gain/(loss)
Foreign exchange gains

Foreign exchange losses

Net foreign exchange gain

2023 
$M

217.2

(166.3) 

50.9

2022 
$M
291.3

(237.0) 

54.3

Foreign currency transactions are translated into Australian dollars using the exchange rate at the date of transactions. Gains and 
losses resulting from the settlement of such transactions and from the translation of foreign exchange denominated monetary 
assets and liabilities at year-end exchange rates are recognised in the consolidated statement of profit or loss. The net foreign 
exchange gain primarily relates to the foreign currency movements arising from the Group’s trade and other payables.

Depreciation and amortisation expense
Depreciation of property, plant and equipment

Depreciation charge of right-of-use assets

Amortisation of intangible assets

Total depreciation and amortisation expense

Finance costs
Interest on borrowings, trade finance and commitment fees

Interest on lease liabilities

Unwinding of discount on provisions

Unwinding of discount on long-term payables

Total finance costs

78

2023 
$M

(174.4) 

(244.9) 

(24.9) 

(444.2) 

2023 
$M

(74.9) 

(167.8) 

(5.8) 

(0.8) 

2022 
$M
(143.1) 

(228.2) 

(32.9) 

(404.2) 

2022 
$M
(32.4) 

(171.5) 

(2.0) 

(2.4) 

(249.3) 

(208.3) 

Viva Energy Group Limited – Annual Report 20233.  Segment information 
The Group has identified its reportable segments on the basis of how the Chief Operating Decision Maker (CODM) reviews 
internal reports about components of the Group to assess performance and determine the allocation of resources. 

Management monitors the operating results of its segments separately for the purpose of making decisions about resource 
allocation and performance assessment, with the performance evaluated based on segmented EBITDA ‘Replacement Cost’ (RC). 
Transfer prices between reportable segments are on an arm’s length basis similar to transactions with third parties.

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During the reporting period, upon the completion of the Coles Express acquisition on 1 May 2023, the Group’s strategy to 
expand into the Convenience sector and operate its business as three distinct ‘Convenience & Mobility’, ‘Commercial & 
Industrial’ and ‘Energy & Infrastructure’ segments came into effect. At the time, the Group formally changed the way in which 
its business results are reported to the CODM, and accordingly has adopted the following reportable segments in the current 
reporting period.

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To allow consistency comparisons, the prior year comparatives have been restated to reflect the change in reportable segments.

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(a)  Convenience & Mobility (C&M)
Viva Energy Retail is the largest integrated convenience and fuel network in Australia under a single operator. Its network  
of more than 700 company operated stores meets the convenience and mobility needs of customers across the country,  
with an established offering under the Shell and Coles Express brands.

With a total network presence at more than 1,300 sites, Viva Energy Retail exclusively supplies fuels and lubricants through  
the Shell, Liberty and Westside branded retail service stations. Liberty Convenience, which is a 50% joint venture which the 
Group has a right to fully acquire, provides a value-led, independent brand and a differentiated fuel and convenience offer. 

(b)  Commercial & Industrial (C&I)
Viva Energy is a leading diversified supplier of energy and industrial solutions and services across key sectors of Australia’s 
economy. The Group supplies fuel, lubricants, polypropylene and specialty hydrocarbon products to commercial customers 
in the aviation, marine, transport, resources, construction, agriculture and manufacturing industries, as well as wholesalers. 
Viva Energy’s strong position across many segments is underpinned by national infrastructure and long-standing customer 
relationships.

The Group provides targeted carbon reduction strategies across all portfolios. With access to alternative, reduced-carbon 
products delivered through our robust supply chain infrastructure and allied to new technology options, carbon solutions  
is positioned to assist our customers through their decarbonisation journey.

(c)  Energy & Infrastructure (E&I)
The Group owns and operates the country’s largest and most complex refinery in Australia, located at Geelong in Victoria. 
Refineries play an important role in processing Australian and imported crude oil into petroleum products which meet Australian 
specifications and help to enhance fuel supply security for the country. Geelong Refinery supplies more than 10% of Australia’s 
total fuel requirements (approximately 50% of Victoria’s fuel demand) and is the only local manufacturer of bitumen, aviation 
gasoline (Avgas) for use in piston engine aircraft, aromatic and aliphatic-based solvents, and polypropylene products. 

(d)  Corporate
Corporate captures Group-level costs which cannot be meaningfully allocated to the segments.

Geographical information
The Group’s country of domicile is Australia. The Group has operations in Australia, Singapore and Papua New Guinea.  
All of the Group’s non-financial non-current assets are located in Australia.

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79

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Results for the year continued

3.  Segment information continued

Information about reportable segments
(a)  Segment revenue

Convenience & Mobility

Commercial & Industrial

Energy & Infrastructure

Energy & Infrastructure – inter-segment revenue

Total segments revenue

2023 
$M

 10,101.1 

 16,640.0 

 7,318.9 

 (7,318.9)

2022 
$M
 7,975.8 

 18,456.9 

8,249.1

(8,249.1)

 26,741.1 

 26,432.6 

(b)  EBITDA ‘Replacement Cost’ (RC)
EBITDA RC is a non-IFRS measure that is unaudited, and is calculated on the following basis:

•  cost of goods sold is calculated using the commodity price consistent with that used to set selling prices instead of the 

historical cost (HC) of inventory as required under Australian Accounting Standards;

•  leases expense is calculated using the superseded AASB 117 Leases standard, rather than the current AASB 16 Leases 

standard as required under Australian Accounting Standards;

•  excludes the effect of revaluation impacts on foreign exchange (FX) and oil derivatives; and

•  excludes one-off items, share of profit from associates, net loss on other disposal of assets and impairment expenses.

Convenience & Mobility

Commercial & Industrial

Energy & Infrastructure

Corporate

Total EBITDA (RC)

EBITDA (RC) reconciles to operating (loss)/profit before income tax as follows:

Total EBITDA (RC)

Net inventory loss

Lease expense 

Revaluation gain on FX and oil derivatives

Impairment expense

Other significant one-off items

Share of profit from associates

Net gain/(loss) on other disposal of assets

Interest income

Depreciation and amortisation expenses

Finance costs

Profit before income tax (HC)

80

2023 
$M

 232.2 

 447.5 

 65.4 

(32.3)

712.8

2023 
$M

 712.8 

 (255.9)

 344.3 

 16.0 

 (79.9)

 (22.1)

 1.9 

 0.6 

 12.5 

 (444.2)

 (249.3)

 36.7 

2022 
$M
 249.6 

 335.3 

 517.9 

 (27.0)

 1,075.8 

2022 
$M

 1,075.8 

 (170.1)

 310.4 

 126.5 

–

 0.8 

 2.2 

 (6.5)

 5.2 

 (404.2)

 (208.3)

 731.8 

Viva Energy Group Limited – Annual Report 2023(c)  Capital expenditure

Convenience & Mobility

Commercial & Industrial

Energy & Infrastructure

Total capital expenditure

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59.3

 72.8 

360.6

492.7

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56.8

64.5

 182.4 

 303.7 

4.  Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit for the year attributable to ordinary equity holders of the Group 
by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit 
attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during 
the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive options into 
ordinary shares. In line with the requirements of AASB 133 Earnings per Share adjustments to the weighted average number  
of ordinary and diluted shares are made for events, other than the conversion of potential ordinary shares, that have changed  
the number of shares outstanding without a corresponding change in resources.

The following tables reflect the earnings and share data used in the basic and diluted EPS computations: 

(a)  Basic earnings per share

Total basic earnings per share attributable to the ordinary equity holders of the Group 

(b)  Diluted earnings per share

Total diluted earnings per share attributable to the ordinary equity holders of the Group

(c)  Weighted average number of shares used as the denominator

Weighted number of ordinary shares used as the denominator in calculating  
basic earnings per share

Adjustments for calculation of weighted diluted earnings per share:

Options

2023 
Cents

0.2

2023 
Cents

0.2

2022 
Cents
 33.3 

2022 
Cents
33.1 

2023 
Number

2022 
Number

1,540,733,699

1,545,432,035

 10,675,400 

9,388,057

Weighted number of ordinary shares and potential ordinary shares used  
as the denominator in calculating diluted earnings per share

1,551,409,099

1,554,820,092

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81

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Results for the year continued

4.  Earnings per share continued

(d)  Information concerning the classification of securities

Ordinary shares
Ordinary shares at 31 December 2023 of 1,544,166,247 represent the 1,944,535,168 shares listed on the ASX as part of the IPO  
on 13 July 2018, adjusted for the reduction of 357,722,143 ordinary shares as a result of share consolidations undertaken by  
the Group in 2020 and 2021, and further reductions of 42,646,778 ordinary shares through share buy-back activities between  
2020 and 2023. 

Any profit is available for distribution to the holders of Viva Energy Group Limited ordinary shares in equal amounts per share, 
subject to the Group’s approved dividend strategy. 

Options and rights
Options and rights granted to employees are considered to be potential ordinary shares. They have been included in the 
determination of diluted earnings per share if the exercise price of the options is lower than the listed share price of Group  
shares as at 31 December 2023 or if it is considered likely that performance conditions in relation to the rights will be achieved. 
The options and rights have not been included in the determination of basic earnings per share. Details relating to the options 
and rights are set out in Note 35 Related party disclosures.

Working capital and cash flow

5.  Inventories

Crude for processing

Hydrocarbon finished products

Polymer products

Convenience products

Stores and spare parts

Total inventories

2023 
$M

316.9

1,297.0

42.5

97.3

1,753.7

44.3

1,798.0

2022 
$M
307.4

1,174.4

40.4

–

1,522.2

39.1

1,561.3

Inventories are recognised at the lower of cost and net realisable value. Cost is based on the first-in, first-out (‘FIFO’) principle  
and includes the direct cost of acquisition or manufacture.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and  
the estimated costs necessary to make the sale.

Impairment of inventories is recognised when net realisable value falls below carrying cost. This primarily occurs as a result of 
movements in crude oil and refined product prices between the date of purchase and balance date, and is recorded in cost  
of goods sold in the consolidated statement of profit or loss. No inventory impairment was recognised during the year (2022: nil).

Convenience products inventory carrying value is based on the cost of purchase after deducting amounts for various commercial 
rebate income arrangements, and includes store remuneration incurred to bring inventories to their present location and 
condition. Supplier related rebates are accounted for as a reduction in the cost of inventory and recognised in the consolidated 
statement of profit or loss when the inventory is sold.

The increase in the inventory balance of $236.7 million over the year was driven primarily by the increased volume on hand  
of finished product to support inventory management requirements, and a result of the Coles Express acquisition to establish  
a convenience offering, with the Group now carrying non-fuel convenience products within its inventory balance.

82

Viva Energy Group Limited – Annual Report 20236.  Cash and cash equivalents 

Cash on hand and in transit

Cash at bank

Total cash and cash equivalents

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78.4

137.1

215.5

2022 
$M
–

290.5

290.5

Cash and cash equivalents includes cash on hand and in transit, and cash deposits held at call with financial institutions.  
Cash at bank earns interest at floating rates based on daily bank deposit rates during the year, and at the end of the reporting 
year there were no restrictions on cash (2022: nil). All credit card, debit card and fund transfer receivables from point of sale 
transactions are classified as cash and cash equivalents.

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7.  Reconciliation of profit to net cash flows from operating activities

Profit

Adjustments for:

Net (gain)/loss on disposal of property, plant and equipment

Impairment expense

Depreciation and amortisation

Depreciation of right-of-use assets

Non-cash interest and amortisation on long-term loans

Non-cash gain on purchase of business

Unrealised loss on derivatives

Unrealised foreign exchange gains

Share of associate’s profit not received as dividends or distributions

Non-cash employee share option taken up in reserves

Non-cash treasury shares granted to employees

Non-cash (gain)/loss on early termination of leases 

2023 
$M

3.8

(0.6) 

79.9

199.5

244.9

9.8

(4.6) 

47.8

(46.2) 

(1.9) 

12.4

–

(6.8) 

2022 
$M

514.3

6.5

–

176.0

228.2

9.5

(8.4) 

19.3

(29.6) 

(2.2) 

10.5

1.1

0.2

Net cash flows from operating activities before movements in assets/liabilities

538.0

925.4

Movements in assets and liabilities:

Working capital balances

Decrease/(increase) in receivables

Increase in inventories

Increase in payables

Other

Decrease/(increase) in other assets

Decrease/(increase) in deferred tax assets

Decrease in post-employment benefits

(Increase)/decrease in tax asset

Increase/(decrease) in provisions

Net cash flows from operating activities

36.3

(145.8)

399.8

20.2

15.7

1.5

(190.9) 

4.2

679.0

(701.5) 

(324.2) 

1,123.4

(13.8) 

(12.9) 

2.1

107.7

(0.2) 

1,106.0

Movements in the assets and liabilities in 2023 were adjusted for the assets and liabilities transferred from various  
acquisitions completed in 2023 (refer to Note 28 Business combinations), as well as elimination of intercompany balances  
due to the acquisition.

Movements in the assets and liabilities in the comparative 2022 year were adjusted for the assets and liabilities transferred  
from LyondellBasell Australia, which was acquired on 31 May 2022, as well as elimination of intercompany balances due  
to the acquisition.

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83

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Working capital and cash flow continued

8.  Trade and other receivables

Trade receivables

Trade receivables

Allowance for impairment of receivables

Total trade receivables

Other receivables

Receivables from related parties (Note 35)

Receivables from associates

Loans to related parties

Finance lease receivables (Note 12)

Other debtors

Total other receivables

2023 
$M

2022  
$M

1,605.9

(12.9) 

1,593.0

1,714.4

(12.5) 

1,701.9

160.1

60.6

28.5

1.8

135.7

386.7

137.6

56.3

–

1.5

104.5

299.9

Total trade and other receivables

1,979.7

2,001.8

Trade receivables
Trade receivables are non-interest bearing and are generally on terms of 15 to 45 days. Trade receivables are amounts due 
from customers for goods sold or services performed in the ordinary course of business. Trade receivables are recognised 
initially at fair value and are held with the objective to collect the contractual cash flows, and therefore subsequently measured 
at amortised cost using the effective interest method. Due to the short-term maturity, the carrying amount approximates the 
fair value. Periodically, the Group enters into factoring arrangements on specific trade receivable balances as part of its overall 
collections strategy. At 31 December 2023 there were no outstanding trade receivables subject to factoring (2022: nil).

The Group applies the AASB 9 Financial Instruments simplified approach to measuring trade receivable expected credit losses, 
which uses a lifetime expected loss allowance for expected credit losses for all trade receivables. To measure the expected credit 
losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected 
loss rates are based on the payment profiles of sales over past periods using historical data and also using forward looking 
projections of customer payment expectations. Trade receivables are often insured for events of non-payment, through third 
party insurance, which has also been factored into the expected loss rate calculations.

The loss allowance as at 31 December year-end was determined as follows for trade receivables:

More than 
30 days but 
not more 
than 60 days  
past due 
$M

More than 
60 days but 
not more 
than 90 days  
past due 
$M

More than 
90 days but 
not more 
than 120 days  
past due 
$M

Not more 
than 30 days  
past due 
$M

More than 
120 days 
past due 
$M

1.0%

2.0%

5.0%

10.0%

50.0%

Total 
$M

Current 
$M

0.2%

 1,605.9 

 1,421.7 

 152.2 

(12.9) 

(2.8) 

(1.5) 

 8.3 

(0.2) 

 6.0 

(0.3) 

 1.9 

(0.2) 

 15.8 

(7.9) 

0.2%

1.0%

2.0%

5.0%

10.0%

40.0%

1,714.4

(12.5) 

1,531.5

(3.1) 

155.5

(1.6) 

5.4

(0.1) 

3.1

(0.2) 

0.5

(0.1) 

18.4

(7.4) 

31 December 2023
Expected loss rate

Gross carrying amount 
– trade receivables

Loss allowance

31 December 2022
Expected loss rate

Gross carrying amount 
– trade receivables

Loss allowance

84

Viva Energy Group Limited – Annual Report 2023Movements in the allowance for impairment of receivables were as follows:

Opening loss allowance as at 1 January
Increase in loss allowance recognised in profit or loss during the year

Receivables written off as uncollectible

Amount recognised as a result of acquisitions

Closing loss allowance at 31 December

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(12.5) 

(5.2) 

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–

2022 
$M

(5.5) 
(8.0) 

1.1

(0.1) 

(12.9) 

(12.5) 

The creation and release of loss allowances for trade receivables has been included within general and administration expense  
in the consolidated statement of profit or loss. Amounts charged to the allowance account are generally written off when there  
is no reasonable expectation of recovering additional cash.

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Other receivables
Other receivables include receivables from related parties and other debtors that comprises of various specific receivable 
balances. In 2023 other receivables also includes the $71.0 million receivable arising from the insurance claim as a result of the 
Geelong compressor incident. Other receivables are measured at amortised cost as they are held with the objective to collect 
contractual cash flows of principal and interest payments. Given the nature of the other receivable balances and based on both 
previous history of collections and future expectations of receipts, the Group believes that other receivables are fully collectable 
and have not applied a credit loss allowance to these balances.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable 
from, or payable to, the taxation authority is included within trade and other receivables or trade and other payables in the 
consolidated statement of financial position.

9.  Prepayments

Prepayments

2023 
$M

41.2

2022 
$M

30.6

Prepayments primarily relate to insurance, prepaid council rates, prepaid IT-related subscriptions and shipping-related costs.

10.  Trade and other payables

Trade payables

Amounts due to related parties

Contingent consideration – current

Total trade and other payables

2023 
$M

1,233.0

2,371.9

–

2022 
$M
1,110.9

2,136.6

1.2

3,604.9

3,248.7

Trade payables and amounts due to related parties and associates are non-interest bearing and are normally settled in 30 to  
60 days. Amounts due to related parties are primarily for purchases of hydrocarbon. Trade and other payables are presented  
as current liabilities unless payment is not due within 12 months after the end of the reporting period. The carrying amounts  
of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

The contingent consideration within trade and other payables in 2022 relates to the current portion of the expected future 
earn-out payment as part of the 2022 LyondellBasell acquisition. As at 31 December 2023 the contingent consideration has 
been assessed as non-current. Refer to Note 24 Fair value of financial assets and liabilities for further detail on the contingent 
consideration recognised at 31 December 2023. 

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85

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Long-term assets and liabilities

11.  Property, plant and equipment 

As at 1 January 2022

Opening net book value

Additions

Disposals

Depreciation

Change of ARO discount/inflation rate

Transfers*

As at 31 December 2022

Cost

Accumulated depreciation

Balance as above

Assets held for sale

Property, plant and equipment

As at 1 January 2023

Opening net book value

Additions

Assets acquired (Note 28)

Disposals

Depreciation

Change of ARO discount/inflation rate

Transfers*

As at 31 December 2023

Cost

Accumulated depreciation

Balance as above

Assets held for sale

Property, plant and equipment

Construction 
in progress 
$M

Freehold 
land 
$M

Freehold 
buildings 
$M

Plant and 
equipment 
$M

Total 
$M

189.6

300.5

–

–

–

(119.5) 

370.6

370.6

–

370.6

–

370.6

370.6

487.3

4.6

–

–

–

(303.0) 

559.5

559.5

–

559.5

–

559.5

115.0

0.5

(0.3) 

–

–

–

136.6

–

(0.3) 

(11.0) 

–

7.7

1,077.6

4.4

1,518.8

305.4

(17.9) 

(132.1) 

(5.9) 

100.8

(18.5) 

(143.1) 

(5.9) 

(11.0) 

115.2

133.0

1,026.9

1,645.7

115.2

–

115.2

(1.9) 

113.3

214.2

(81.2) 

133.0

–

133.0

1,814.5

(787.6) 

2,514.5

(868.8) 

1,026.9

1,645.7

–

(1.9) 

1,026.9

1,643.8

115.2

133.0

1,026.9

1,645.7

–

–

(0.9)

–

–

–

114.3

114.3

–

114.3

(1.4) 

112.9

–

–

(2.3) 

(10.8) 

–

11.0

130.9

215.3

(84.4) 

130.9

(0.3) 

130.6

5.4

113.0

(6.7)

492.7

117.6

(9.9) 

(163.6) 

(174.4) 

3.3

293.5

3.3

1.5

1,271.8

2,076.5

2,230.8

3,119.9

(959.0) 

(1,043.4) 

1,271.8

2,076.5

(3.8) 

(5.5) 

1,268.0

2,071.0

*  Net transfers represent software transferred out from construction in progress to intangibles and the reclassification of right-of-use assets to property, 

plant and equipment.

All property, plant and equipment is stated at historical cost less depreciation, with the exception of construction in progress  
and freehold land, which are not subject to depreciation. Historical cost includes expenditure that is directly attributable to  
the acquisition of the items.

Depreciation on assets is calculated using the straight-line method to allocate their cost or revalued amounts, net of their 
residual values, over their estimated useful lives, as follows:

•  Buildings

•  Plant and equipment

20 years

4 to 15 years

•  Supply and refining infrastructure

20 to 30 years 

•  Land

Not depreciated

86

Viva Energy Group Limited – Annual Report 2023Minimum operating stock – significant estimate
Minimum operating stock, which is the minimum level of inventories held in the entire supply chain and is necessary to operate 
supply and refining as a going concern, is treated as part of property, plant and equipment. The process of identifying the 
minimum operating stock volume estimate involves calculations in consultation with engineers responsible for the Group's 
refining, supply and distribution operations. Minimum operating stock is valued at cost. 

Assets held for sale
The Group has a number of in-use property, plant and equipment assets that are classified as held for sale from continuing 
operations. As at 31 December 2023, these assets totalling $5.5 million comprised mainly retail assets (2022: $1.9 million) and 
meet the AASB 5 Non-current Assets Held for Sale and Discontinued Operations classification requirements. These assets,  
along with $36.5 million in right-of-use assets (refer to Note 12) comprise the $42.0 million in assets classified as held for sale 
within the consolidated statement of financial position.

Refining assets
The Group’s property, plant and equipment includes refining assets with a net book value of $767.9 million as at 31 December 2023 
(2022: $533.5 million).

In line with AASB 136 Impairment of assets the refining assets have been subject to an assessment as to whether any indication  
of asset impairment exists. It has been concluded that an impairment indicator exists through the year given the finalisation of 
the Safeguard Mechanism reforms during 2023 which will impact the Geelong Refinery.

In testing for impairment, the recoverable amount of the refinery’s assets was determined based on a value in use calculation  
with the key assumptions described below representing management’s expectations of future trends within the industry of which 
the refinery operates, based on both external and internal data sources.

The cash flow projections used are based on three probability weighted forecast scenarios covering a five-year period (2024 – 2028), 
and incorporates a terminal value calculation beyond five years. The critical estimates underpinning each of the scenarios used in the 
testing of the refinery’s carrying value are estimations of intake, refining margins, foreign exchange rates, discount rates and the level 
of Government support expected on the back of recent Government policy announcements. The impairment modelling also includes 
the expected impact of the Group’s commitment to medium-term (2030) emissions reduction targets for operational emissions 
(Scope 1 and 2) from a 2019 base year, including a 10% reduction in emissions intensity at the Geelong Refinery.

Key assumptions in the value in use calculation:

Assumption

Cash flow

Estimated long term  
average growth rate

Post-tax discount rate

Approach used to determine values
Earnings before interest, depreciation and amortisation adjusted for capital spend projections

1.0% (2022: no impairment indicator)

8.6% (2022: no impairment indicator)

The Group has considered and assessed reasonably possible changes in the key assumptions used, including any reasonable 
estimate of cost to be incurred to achieve the Group’s carbon reduction targets and changes in fuel demand, and have not 
identified any instances that could cause the carrying amount of the refining assets to exceed its respective recoverable amounts.

There were no asset impairment losses recognised during the year ended 31 December 2023 (2022: nil).

Notwithstanding the above assessment identifying no impairment losses, further underpinning the future financial viability of 
the refining asset base is the Australian Federal Government’s long-term Fuel Security Package implemented in 2021 to support 
and enhance the long-term viability of Australia’s refining industry. The payment support provided to the Group will run until 
30 June 2028, with the Group having the option to extend the support until 30 June 2030. The payment support structure has 
been designed to protect earnings during periods of low refining margins, providing for more certain and reliable cash flow.  
In a cap and collar approach, the payment will commence when the relevant margin marker falls below $10.20 per oil barrel (bbl). 
The support will increase from 0 cents per litre (cpl) to 1.8 cpl (or $0.0/bbl to $2.90/bbl), on a linear basis until the support caps  
at the margin marker level of $7.30/bbl. Below this margin level, full support at 1.8 cpl ($2.90/bbl) will be provided. To receive  
this support, the Group has committed to continue its refining operations over the support period. The Fuel Security Package  
is subject to a post-implementation review after two years to ensure it is still appropriate for the Australian market conditions, 
which all parties intend to complete in 2024. The scope of the review is to ensure that the initial settings of the package are 
delivering the policy objective of providing support for refineries when it is needed, noting there is no indication that the 
government intends to remove the FSSP following this review.

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87

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Long-term assets and liabilities continued

12.  Leases
This note provides information on the Group leases accounted for under AASB 16 Leases.

(a)  Amounts recognised on the consolidated statement of financial position

Right-of-use assets
Retail sites

Supply and distribution sites

Corporate offices

Motor vehicles

Assets held for sale

Total right-of-use assets

2023 
$M

1,839.7

143.9

36.1

1.5

2,021.2

(36.5) 

2022 
$M
1,903.6

152.9

30.7

1.2

2,088.4

–

1,984.7

2,088.4

Net additions and transfers to right-of-use assets during the year were $177.8 million (2022: $131.8 million). These additions were 
offset by depreciation expense of $244.9 million (2022: $228.2 million). Assets held for sale of $36.5 million relate to right-of-use 
assets associated with 25 company-operated leased retail sites the Group plans to divest in 2024 and are included within the 
$42.0 million total assets classified as held for sale in the consolidated statement of financial position. These held for sale sites 
also carry lease liabilities of $44.9 million that have been reclassified and included in the $46.0 million in current liabilities directly 
associated with assets held for sale within the consolidated statement of financial position.

Lease liabilities
Current

Non-current

Current liabilities directly associated with assets held for sale

Total lease liabilities

2023 
$M

210.2

2,234.5

2,444.7

(44.9) 

2022 
$M
172.1

2,284.4

2,456.5

–

2,399.8

2,456.5

The $44.9 million in current liabilities directly associated with assets held for sale comprises $3.4 million in current lease liabilities 
and $41.5 million in non-current lease liabilities prior to the reclassification.

Finance lease receivables
Current

Non-current

Total finance lease receivables

2023 
$M

1.8

6.1

7.9

2022 
$M
1.5

5.6

7.1

Finance lease receivables are disclosed within Trade and other receivables and long-term receivables in the consolidated 
statement of financial position. Interest income for the year in relation to the Group’s lease receivables totalled $0.5 million  
(2022: $0.5 million).

88

Viva Energy Group Limited – Annual Report 2023(b)  Amounts recognised on the consolidated statement of profit or loss

Depreciation charge of right-of-use assets

Retail sites

Supply and distribution sites

Corporate offices

Motor vehicles

Total depreciation charge for right-of-use assets

2023 
$M

208.3

32.6

3.4

0.6

244.9

2022 
$M

195.7

29.2

2.8

0.5

228.2

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Interest expense (included within finance costs)

Expense relating to short-term leases, leases of low-value assets and variable lease-related 
payments not included in leases above

167.8

171.5

8.6

12.0

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The total cash outflow for leases for the year amounted to $355.7 million (2022: $327.5 million).

(c)  The Group’s leasing activities and how they are accounted for 

Group as a lessee
The Group leases various service station sites, office premises, vehicles and storage and handling facilities. Rental contracts 
are typically made for fixed periods of two to 15 years but may have extension options as described below. Lease terms are 
negotiated on an individual basis and contain a wide range of different terms and conditions. 

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for 
use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or 
loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each 
period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present 
value of amounts assessed to be included as lease payments under AASB 16 Leases.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s 
incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain  
an asset of similar value in a similar economic environment with similar terms and conditions.

In line with accounting standard guidance, where leases have a fixed escalation rate the fixed rate has been applied when 
accounting for the lease payments. No rate has been applied to leases that increase at the rate of the Consumer Price Index (CPI) 
or leases that have a variable escalation rate.

Right-of-use assets are measured at cost comprising the initial measurement of the lease liability and other components  
as required under AASB 16 Leases.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense 
in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise computer 
equipment and small office-related items.

Various extension and termination options are included in a number of leases across the Group. These options are negotiated 
by the Group to provide flexibility in managing the leased-asset portfolio and align with the Group’s operational requirements. 
Judgement is used in determining whether these extension and termination options are reasonably certain to be exercised.

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89

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Long-term assets and liabilities continued

13.  Long-term receivables 

Receivables

Loans to equity-accounted investees

Lease receivables (Note 12)

Total long-term receivables

14.  Financial assets held at fair value through other comprehensive income

Equity securities

Total financial assets held at fair value through other comprehensive income

2023 
$M

17.4

0.4

6.1

23.9

2023 
$M

5.8

5.8

2022 
$M
19.0

27.7

5.6

52.3

2022 
$M
6.6

6.6

The Group holds public securities in Waga Energy SA and Hyzon Motors Inc. In line with accounting standard requirements,  
after initial recognition any subsequent valuation measurements are recorded through other comprehensive income.  
As at 31 December 2023 the fair value of the Group’s holdings in Waga Energy SA and Hyzon Motors Inc was $5.3 million  
(2022: $5.7 million) and $0.5 million (2022: $0.9 million) respectively. There was no movement in the number of securities  
held during 2023.

15.  Other long-term liabilities

Coles Express long-term payable

Deferred income

Contingent consideration – non-current

Total other long-term liabilities

2023 
$M

–

49.5

20.3

69.8

2022 
$M
99.2

25.3

18.4

142.9

During the year the present value of the Coles Express long-term payable formed part of the settlement of pre-existing 
relationships upon the Group's acquisition of the Coles Express retail business. Refer to Note 28 Business combinations  
for further detail.

In 2023 the Group received in cash receipts or recognised as receivable, net of interest, $24.2 million (2022: $25.3 million) in 
government grants towards Energy Hub infrastructure projects. As these government grants relate to purchases of property, 
plant and equipment, they are included in long-term liabilities as deferred income and will unwind through other income within 
the consolidated statement of profit or loss on a systematic basis, in line with the related asset depreciation. This accounting 
treatment is in line with AASB 120 Accounting for Government Grants and Disclosure of Government Assistance.

The $20.3 million contingent consideration relates to the non-current expected future earn-out payment as part of the 2022 
LyondellBasell acquisition, as further discussed in Note 24 Fair value of financial assets and liabilities. 

90

Viva Energy Group Limited – Annual Report 202316.  Goodwill and other intangible assets

Goodwill 
$M

Software 
$M

Customer 
contracts 
$M

Joint  
venture 
rights 
$M

Net book value

As at 1 January 2022

Transfers

Amortisation for the year

As at 31 December 2022

Cost

Accumulated amortisation

As at 31 December 2022

As at 1 January 2023

Additions

Assets acquired (Note 28)

Disposals

Amortisation for the year

Impairment

As at 31 December 2023

Cost

Accumulated amortisation

As at 31 December 2023

342.3

–

–

342.3

342.3

–

342.3

342.3

37.6

–

–

–

–

379.9

379.9

–

379.9

42.2

11.0

(8.0) 

45.2

73.2

(28.0) 

45.2

45.2

–

6.3

–

(9.0) 

–

42.5

79.5

(37.0) 

42.5

19.4

–

(3.0) 

16.4

50.0

(33.6) 

16.4

16.4

5.5

–

–

(3.5) 

–

18.4

55.5

(37.1) 

18.4

Other 
$M

100.4

–

(14.3) 

86.1

139.9

(53.8) 

86.1

117.2

–

(7.6) 

109.6

152.1

(42.5) 

109.6

109.6

86.1

–

–

(12.1) 

(7.6) 

–

89.9

134.1

(44.2) 

89.9

–

–

(0.4) 

(4.8) 

(79.9) 

1.0

2.5

(1.5) 

1.0

Total 
$M

621.5

11.0

(32.9) 

599.6

757.5

(157.9) 

599.6

599.6

43.1

6.3

(12.5) 

(24.9) 

(79.9) 

531.7

651.5

(119.8)

531.7

(a)  Goodwill
Goodwill arises when the fair value of the consideration paid for a business acquisition exceeds the fair value of the identifiable 
assets and liabilities acquired. Where consideration is less than the fair value of acquired net assets, the difference is recognised 
immediately in the consolidated statement of profit and loss. Goodwill is not amortised and is measured at cost less any 
impairment losses. In accordance with Australian accounting standard requirements, goodwill is allocated to a Cash-Generating 
Unit (CGU) and is tested for impairment annually and whenever there is an indication that it may be impaired. In respect of equity 
accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment in the associate. 
Goodwill represents other intangible assets that did not meet the criteria for recognition as separately identifiable assets.

During the reporting period, upon adoption of the three distinct ‘Convenience & Mobility’, ‘Commercial & Industrial’ and  
‘Energy & Infrastructure’ segments, and formally changing the way in which its business results are reported to the CODM,  
the Group also reassessed its CGU’s. It was determined that the lowest level which the goodwill is monitored by the CODM for 
internal management purposes is that of Convenience and Mobility’, ‘Commercial and Industrial’ and ‘Energy and Infrastructure’.

To allow consistency comparisons, the prior year comparatives have been restated to reflect the change in reportable segments. 
A CGU level summary of the goodwill allocation is presented below.

Convenience & Mobility

Commercial & Industrial

Energy & Infrastructure

Total goodwill recognised

2023 
$M

222.5

157.4

–

379.9

2022 
$M
213.1

129.2 

–

342.3

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91

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Long-term assets and liabilities continued

16.  Goodwill and other intangible assets continued
Goodwill is tested for impairment annually based on a value-in-use calculation. The calculation uses post-tax cash flow projections 
based on financial budgets approved by management covering a five-year period (2024 – 2028) with growth rates consistent with 
the industry in which each CGU operates. The calculation also incorporates a terminal value calculation beyond the five-year 
cash flow period. The critical estimates underpinning the below cash flow assumptions include forecast margins, cents per litre 
expectations and forecast sales volumes.

Key assumptions in the value-in-use calculation for both the Convenience & Mobility and Commercial & Industrial segments:

Assumption
Cash flow

Approach used to determining values
Earnings before interest, depreciation and amortisation adjusted for capital  
spend projections

Estimated long-term average growth rate

2.0% (2022: 2.5%) 

Post-tax discount rate

C&M: 5.9% (2022: 7.4%) 
C&I: 7.5% (2022: 7.4%)

The above key assumption values used in the goodwill assessment represent management’s expectations of future trends 
within the industries of which the respective CGUs operate in, based on both external and internal data sources. The Group has 
considered and assessed reasonably possible changes in the key assumptions used, including any reasonable estimate of cost to 
be incurred to achieve the Group’s carbon reduction targets and changes in fuel demand, and have not identified any instances 
that could cause the carrying amount of the CGUs to exceed its respective recoverable amounts. 

There were no goodwill impairment losses recognised during the year ended 31 December 2023 (2022: nil).

(b)  Other intangibles
The Group capitalises amounts paid for the acquisition of identifiable intangible assets, such as purchased or developed 
software, customer contracts and joint venture rights, where it is considered that they will provide benefit in future periods 
through revenue generation or reductions in costs. These assets, classified as finite life intangible assets, are carried in the 
consolidated statement of financial position at the fair value of consideration paid less accumulated amortisation and impairment 
losses. Other intangibles are assessed at the end of each reporting period for impairment indicators.

Intangible assets with finite useful lives are amortised on a straight-line basis over their useful lives. Amortisation for the period  
is included within the depreciation and amortisation expenses in the statement of profit or loss. The estimated useful lives in  
the current and comparative periods are reflected by the following amortisation periods:

•  Software 

5 to 12 years

•  Customer contracts 

5 to 10 years

•  Joint venture rights 

20 years

(i)  Software
Software primarily relates to the Group’s enterprise platform, Oracle JDE, which was implemented in 2018. The Group estimates 
the useful life of the software to be at least 12 years based on the expected technical obsolescence of such asset. This useful  
life profile aligns with the written commitment to provide premier support of the platform, underpinning the asset integrity  
of the system until at least December 2030, not including extended support option periods generally available. The actual  
useful life may be shorter or longer than 12 years, depending on technical innovations. The Group also recognises internally 
generated software developed for company owned and operated platforms by its technology and digital team when it meets  
the recognition criteria of AASB 138 Intangible Assets.

(ii)  Customer contracts and joint venture rights
The customer contracts and joint venture rights were acquired as part of various business combinations or asset acquisitions, 
including but not limited to the Shell acquisition in 2014, the Shell Aviation acquisition in 2017 and the Liberty Oil Holdings 
Pty Limited acquisition in 2019. These intangible assets are recognised at their fair value at the date of acquisition and are 
subsequently amortised on a straight-line basis, based on the timing of projected cash flows of the contracts over their  
estimated useful lives.

(iii)  Other
As part of the 2019 Alliance Agreement extension with Coles Express, the Group recognised an intangible asset for reacquired 
rights relating to reassuming responsibility for the retail sale of fuel. Upon acquisition of the Coles Express retail business on 
1 May 2023, the intangible no longer had value as a separate standalone right and accordingly was written off as an impairment 
loss within the consolidated statement of profit or loss. Also included in ‘Other’ are brands’ intangibles with a cost base of 
$2.5 million, acquired as part of the Liberty Oil Holdings Pty Limited acquisition in 2019.

92

Viva Energy Group Limited – Annual Report 202317.  Provisions

Employee 
benefits 
$M

Restructuring 
provision 
$M

Asset 
retirement 
obligation 
$M

Environmental 
remediation 
$M

At 1 January 2023

Additions

Provisions acquired (note 28)

Utilised

Unwinding

At 31 December 2023

Current liabilities directly 
associated with assets held for sale

Provisions

Current

Non-current

107.9

53.7

30.8

(61.7) 

3.1

133.8

–

133.8

124.9

8.9

–

0.5

–

(0.5) 

–

–

–

–

–

–

89.6

3.4

–

(1.2) 

1.2

93.0

(1.1) 

91.9

17.8

74.1

41.9

13.2

–

(5.2) 

0.7

50.6

–

50.6

44.2

6.4

At 1 January 2022

Additions

Provisions acquired

Utilised

Unwinding

Change of discount/inflation

At 31 December 2022

Current

Non-current

Employee 
benefits 
$M

Restructuring 
provision 
$M

Asset 
retirement 
obligation 
$M

Environmental 
remediation 
$M

88.7

56.2

7.0

(46.1) 

2.1

–

107.9

104.9

3.0

–

–

–

–

–

–

–

–

–

94.5

2.0

–

(0.3) 

(0.7) 

(5.9) 

89.6

16.7

72.9

43.5

5.3

–

(6.6) 

0.6

(0.9) 

41.9

35.7

6.2

Other 
$M

8.9

3.0

1.0

(2.6)

–

10.3

–

10.3

6.7

6.3

Other 
$M

12.6

3.3

–

(7.0) 

–

–

8.9

4.5

4.4

Total 
$M

248.3

73.8

31.8

(71.2)

5.0

287.7

(1.1) 

286.6

193.6

93.0

Total 
$M

239.3

66.8

7.0

(60.0) 

2.0

(6.8) 

248.3

161.8

86.5

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is 
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable 
estimate can be made of the amount of the obligation. Provisions are discounted using a current pre-tax rate that reflects,  
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage  
of time is recognised as a finance cost.

(a)  Employee benefits 
Liabilities for wages and salaries, including annual leave and long service leave expected to be settled within 12 months of  
the end of the year, are measured at the amounts expected to be paid. These obligations are presented as current liabilities  
in the consolidated statement of financial position. 

Liabilities for long service leave and annual leave that are not expected to be settled within 12 months of the end of the year 
are measured at present value. In determining present value, consideration is given to the expected future wage and salary 
levels, expectations of employee departures and periods of service. Expected future payments are adjusted for future wage 
and inflation movement expectations, and discounted using market yields of corporate bonds. As required by accounting 
standards, these obligations are presented as current liabilities in the consolidated statement of financial position if the Group 
does not have an unconditional right to defer settlement for at least 12 months after the reporting period, regardless of when 
the actual settlement is expected to occur. However, based on past experience, the Group does not expect the full $124.9 million 
current employee benefits liability to be taken or paid out within the next 12 months. The following amounts reflect current leave 
obligations that are not expected to be taken or paid in the next 12 months.

Current employee benefits liability expected to settle after 12 months

2023 
$M

 62.6

2022 
$M
 50.3

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93

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Long-term assets and liabilities continued

17.  Provisions continued

(b)  Asset retirement obligation – significant estimate
The present value of costs for the future dismantling and removal of assets, and restoration of the site on which the assets are 
located, is capitalised and depreciated over the useful life of the asset. Subsequent accretion to the amount of a provision due  
to unwinding of discounting is recognised as a finance cost.

The costs for the future dismantling and removal of assets is based upon management’s best estimate using actual costs 
incurred in similar past projects inflated to the estimated end of useful life date and discounted using an appropriate  
discount rate. 

The Group has recognised a provision associated with plant and equipment including tanks at retail service station sites and fuel 
storage terminals. In determining the provision, assumptions and estimates are made in relation to discount rates, the expected 
cost to dismantle and remove the assets from the site and the expected timing of those costs. The carrying amount of the 
provision as at 31 December 2023 was $93.0 million (2022: $89.6 million). The Group estimates that the costs would be incurred 
upon lease expiry and subsequent exit of the relevant site. 

In determining the appropriateness of the asset retirement obligation (ARO) provisions, the Group has considered whether climate 
change and energy transition are anticipated to result in decreasing fuel demand in the Retail business, which by extension may 
lead to changes in existing lease tenure for the Group’s network of retail sites. The Group continues to focus on the establishment 
expansion of a network to leverage both fuel and convenience offerings as well as integrating new energies as they emerge.  
The value of the Group’s network extends beyond the fuel infrastructure and, as such, climate change and energy transition risk  
and the potential impact on fuel demand do not in isolation lead to a decision to reduce the lease terms that inform the timing of 
estimated cash flows.

As disclosed in Note 12 Leases, the Group’s rental lease contracts are typically for two to 15 years but may have further  
extension options.

Asset retirement obligations for refinery facilities generally become firm at the time the facilities are permanently shut down  
and dismantled. These obligations may include the costs of asset disposal and additional soil remediation. For the Geelong 
Refinery, no ARO has been recognised as the site has an indeterminate life based on plans for continued operations, which 
prevents the estimate of the fair value of the associated ARO. The Group performs periodic reviews of any changes in its facts  
and circumstances that might require recognition of an asset retirement obligation.

(c)  Environmental provision – significant estimate 
Provisions for environmental remediation resulting from ongoing or past operations or events are recognised in the period  
in which an obligation, legal or constructive, to a third party arises and the amount can be measured reliably. Measurement  
of liabilities is based on current legal requirements and existing technology. 

Where environmental impact studies have been completed, the result of this is used to estimate the cost of site remediation.  
In other cases, estimates are based on management experience of remediation at similar sites. 

The Group has environmental provisions relating to various supply and distribution sites including the Clyde import terminal, 
which once operated as a refinery, and various owned retail sites. The carrying amount of the provision as at 31 December 2023 
was $50.6 million (2022: $41.9 million). The environmental remediation work provided for is expected to be undertaken within  
the next three years.

(d)  Other provisions
Other provisions include costs associated with the removal of contents and cleaning of tanks in preparation for demolition,  
and provisions against legal claims.

94

Viva Energy Group Limited – Annual Report 2023Capital funding and financial risk management
For the purpose of the Group’s capital management, capital includes issued capital and all other equity reserves. The primary 
objective of the Group’s capital management is to maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements 
of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, 
return capital to shareholders or issue new shares. 

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets 
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Under  
the terms of the major borrowing facilities, the Group is required to comply with the following financial covenants:

•  the interest cover ratio must not be less than 3.0x;

•  the liquidity ratio must not exceed 0.60; and

•  the leverage ratio must not be more than 2.0x.

Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been 
no breaches of the financial covenants of any interest-bearing loans and borrowings in the current or previous period.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2023 
and 2022.

18.  Financial assets and liabilities
This table provides a summary of the Group’s financial instruments, how they are classified and measured, and reference  
to relevant disclosure notes within the financial statements.

The Group holds the following financial instruments at the end of the reporting period:

Financial assets

Financial assets held at amortised cost

Trade and other receivables

Long-term receivables

Cash and cash equivalents

Financial assets at fair value through profit and loss

Derivative assets

Financial assets at fair value through other comprehensive income

Equity securities 

Financial liabilities

Financial liabilities held at amortised cost

Trade and other payables

Long-term borrowings

Lease liabilities

Other long-term liabilities (excluding contingent consideration)

Financial liabilities at fair value through profit and loss

Derivative liabilities

Contingent consideration

Notes

2023 
$M

2022 
$M

8

13

6

19

14

10

20

12, 21

15

19

15

1,979.7

23.9

215.5

0.1

5.8

2,001.8

52.3

290.5

3.3

6.6

2,225.0

2,354.5

3,604.9

595.5

2,399.8

49.5

69.1

20.3

3,247.5

–

2,456.5

124.5

24.5

19.6

6,739.1

5,872.6

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95

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Capital funding and financial risk management continued

18.  Financial assets and liabilities continued

Financial assets

(a)  Initial recognition and subsequent measurement
The Group classifies its financial assets in the following measurement categories:

•  those to be measured at amortised cost; and

•  those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss).

The classification of financial assets at initial recognition depends on the financial assets’ contractual cash flow characteristics 
and business model the Group uses to manage them. At initial recognition, the Group measures a financial asset at its fair value 
plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the 
acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed  
in the consolidated statement of profit or loss.

In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income 
(OCI), it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount 
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

Subsequent measurement of financial assets depends on the Group’s business model for managing the asset and its associated 
cash flow characteristics. The Group’s three measurement categories are as follows:

(i)  Amortised cost
This category is the most relevant to the Group. Financial assets are measured at amortised cost if the asset is held within  
a business model to collect contractual cash flows where those cash flows represent solely payments of principal and interest. 
Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. 
Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group’s financial 
assets at amortised cost include trade and other receivables, long-term receivables and cash and cash equivalents. 

(ii)  Fair value through other comprehensive income (FVOCI)
The Group measures financial assets at FVOCI if the financial asset is held within a business model to collect contractual cash 
flows and for selling the financial assets, where those cash flows represent solely payments of principal and interest. Movements 
in the carrying amount are taken through OCI, except for the recognition of impairment gains and losses, interest income and 
foreign exchange gains and losses, which are recognised in the consolidated statement of profit or loss. Upon derecognition, 
the cumulative fair value change recognised in OCI is recycled to profit or loss. The Group, however, can make an irrevocable 
election at initial recognition for particular investments in equity instruments that would otherwise be measured through profit 
or loss to present all subsequent changes, with the exception of dividends, in FVOCI, including upon derecognition. The Group 
holds public securities in Waga Energy SA and Hyzon Motors Inc, and on initial recognition of these financial assets elected to 
recognise any subsequent measurement at FVOCI.

(iii)  Fair value through profit and loss (FVPL)
Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL and include financial assets held for 
trading, financial assets designated upon initial recognition at FVPL, or financial assets required to be measured at fair value. 
Financial assets at FVPL are carried in the statement of financial position at fair value with net changes in fair value recognised  
in the statement of profit or loss. During the year, derivative assets were the only assets measured at FVPL.

(b)  Derecognition
A financial asset is derecognised from the Group’s consolidated statement of financial position when the rights to receive cash 
flows from the asset have expired, or the Group has transferred its rights to receive cash flows from the asset and has transferred 
substantially all the risks and rewards of the asset and/or control of the asset.

(c)  Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at 
amortised cost and FVOCI. The impairment methodology applied depends on the determined risk profile of each financial 
asset and the future expected credit risks relating to the identified asset. For trade receivables, the Group applies a simplified 
approach to calculating expected credit losses as permitted by AASB 9 Financial Instruments, recognising a loss allowance 
based on lifetime expected credit losses at each reporting date. The Group has established a provision matrix that is based  
on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. 
See Note 8 Trade and other receivables for further details. 

96

Viva Energy Group Limited – Annual Report 2023Financial liabilities

(a)  Initial recognition and subsequent measurement
Financial liabilities are classified, at initial recognition, as financial liabilities measured at amortised cost (which for the Group 
are trade and other payables, long-term payables, lease liabilities and borrowings) or as financial liabilities at FVPL. All financial 
liabilities are recognised initially at fair value and, in the case of payables and borrowings, net of directly attributable transaction 
costs. The subsequent measurement of financial liabilities depends on their classification, as described below:

(i)  Amortised cost
This is the category most relevant to the Group and includes trade and other payables, lease liabilities, borrowings and long-
term payables. Trade payables and amounts due to related parties are non-interest bearing and are normally settled in 30 to 
60 days. Amounts due to related parties are primarily for purchases of hydrocarbon. Trade and other payables are presented as 
current liabilities unless payment is not due within 12 months after the end of the reporting period. They are recognised initially 
at fair value and subsequently measured at amortised cost using the effective interest method. Due to their short-term nature, 
the carrying amounts of trade and other payables are considered to be the same as their fair values. Trade and other payables 
(excluding contingent consideration), lease liabilities, borrowings and long-term liabilities (excluding contingent consideration) 
are initially recognised at fair value net of transaction costs incurred, and subsequently measured at amortised cost. Any differences 
between the proceeds (net of transaction costs) and the redemption amount is recognised in the statement of profit or loss over 
the period of the liabilities using the effective interest method.

(ii)  Fair value through profit and loss (FVPL)
Derivatives and contingent consideration are the Group’s only financial liabilities that are measured at FVPL. Derivatives are 
classified as held for trading and are entered into by the Group to mitigate exposure to the effects of changes in foreign 
exchange and commodity price movements. Changes in fair value of any derivative liabilities are recognised immediately in 
realised/unrealised (loss)/gain on derivatives in the consolidated statement of profit or loss. Contingent consideration relates 
to the expected future earn-out payment as part of the LyondellBasell acquisition in 2022. After being initially recognised at fair 
value, contingent consideration as part of a business acquisition is subsequently measured at fair value with changes recognised 
in profit or loss.

(b)  Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing 
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability 
are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the 
recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss. 

19.  Derivative assets and liabilities
Derivatives are classified as held for trading and accounted for at fair value through profit or loss. The Group has the following 
derivative financial instruments at the end of the reporting period:

Derivative assets

Derivative liabilities

2023 
$M

0.1

(69.1) 

2022 
$M
3.3

(24.5) 

The Group has determined the fair value, which is classified as Level 2 in the fair value hierarchy, using the present value  
of estimated future settlements based on market quoted information.

Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss category are presented 
in the consolidated statement of profit or loss in the period in which they arise. Interest income from these financial assets is 
recognised in the consolidated statement of profit or loss.

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97

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Capital funding and financial risk management continued

20.  Long-term borrowings

Long-term bank loans

Net capitalised borrowing costs on long-term bank loans

Total non-current borrowings

2023 
$M

600.0

(4.5) 

595.5

2022 
$M
–

–

–

On 7 December 2023, the Group refinanced its US$700 million syndicated, revolving credit facility and increased the facility limit 
to US$1,000 million for a three-year term with a one-year extension option. The facility is unsecured with terms and conditions 
largely consistent with the previous facility held.

At the end of the reporting period, the Group had access to the unsecured facility limit amounting to $1,462.0 million (2022: 
$1,033.2 million unsecured) that is in place primarily for working capital purposes. The amount drawn at 31 December 2023  
is $600.0 million (2022: nil). The weighted average interest rate on long-term bank loans in 2023 was 5.35% (2022: 2.15%).

This borrowing facility is subject to covenant arrangements disclosed under Capital funding and financial risk management  
on page 95.

On 6 December 2023, the Group entered into a $600 million syndicated acquisition bridge facility agreement that matures on 
6 June 2025. As at 31 December 2023, the facility is undrawn and will be used to fund the acquisition of OTR Group in 2024, 
subject to Foreign Investment Review Board (FIRB) approval.

21.  Consolidated net debt

Net debt

Cash and cash equivalents

Borrowings – repayable after one year

Net debt excluding lease liabilities

Lease liabilities – repayable within one year

Lease liabilities – repayable after one year

Net debt including lease liabilities

2023 
$M

215.5

(595.5) 

(380.0) 

(206.8) 

(2,193.0) 

(2,779.8) 

Analysis of changes in consolidated 
net debt
Net debt as at 1 January 2022

Cash flows

Other non-cash movements

Net debt as at 31 December 2022

Other assets

Liabilities from financing activities

Cash/
overdrafts 
$M

Leases due 
within 1 year 
$M

 Leases due 
after 1 year 
$M

Borrowings 
due within 1 
year 
$M

Borrowings 
due after 1 
year 
$M

96.7

193.8

–

290.5

(149.4) 

156.0

(178.7) 

(2,331.1) 

–

46.7

(172.1) 

(2,284.4) 

(191.9) 

195.0

(3.1) 

–

2022 
$M

290.5

–

290.5

(172.1) 

(2,284.4) 

(2,166.0) 

Total  
$M

(2,575.7) 

544.8

(135.1) 

(2,166.0) 

–

–

–

–

–

–

–

(600.0) 

4.5

(487.1) 

(126.7) 

(595.5) 

(2,779.8) 

Cash flows

Other non-cash movements

(75.0) 

–

187.9

(222.6) 

–

91.4

Net debt as at 31 December 2023

215.5

(206.8) 

(2,193.0) 

98

Viva Energy Group Limited – Annual Report 202322.  Contributed equity and reserves

(a)  Contributed equity
Ordinary shares are classified as equity. These shares entitle the holder to participate in dividends and to share in the proceeds 
of winding up the Group in proportion to the number of, and amounts paid on, the shares held.

Issued and paid up capital

Cost per share

Movements in ordinary share capital
At 1 January 2022

Buy-back of shares, net of tax

At 31 December 2022

At 1 January 2023

Buy-back of shares, net of tax

At 31 December 2023

2023 
$M

4,232.4

$2.741

Shares
1,551,490,462

(1,850,747) 

1,549,639,715

1,549,639,715

(5,473,468) 

1,544,166,247

2022 
$M
4,247.4

$2.741

$M
4,252.5

(5.1) 

4,247.4

4,247.4

(15.0) 

4,232.4

Share buy-back
During the period the Company purchased, and subsequently cancelled, 5,473,468 ordinary shares (2022: 1,850,747) on-market 
as part of the Company’s buy-back program. The cancellation of the shares has been treated as a reduction in share capital of 
$15.0 million (2022: $5.1 million), with the $2.3 million (2022: $0.4 million) difference between the par value of the purchased shares 
and the buy-back price being recorded against the Company’s capital redemption reserve. The total value of the share buy-back 
during the period was $17.3 million (2022: $4.7 million). 

(b)  Treasury shares
Treasury shares are shares in Viva Energy Group Limited that are held by the Viva Energy Employee Share Plan Trust for the 
purpose of issuing shares under various share-based incentives plans. Shares issued to employees are recognised on the  
first-in-first-out basis.

Movements in treasury shares
At 1 January 2022

Acquisition of treasury shares (average price: $2.58 per share)

Transfer of shares to employees

At 31 December 2022

At 1 January 2023

Acquisition of treasury shares (average price: $3.11 per share)

Transfer of shares to employees

At 31 December 2023

Shares
6,511,692

4,224,859

(3,595,970) 

7,140,581

7,140,581

4,273,843

(4,487,963) 

6,926,461

$M
12.7

10.9

(5.4) 

18.2

18.2

13.3

(10.1) 

21.4

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99

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Capital funding and financial risk management continued

22.  Contributed equity and reserves continued

(c)  Reserves
The following table shows a breakdown of the reserve balances and the movements in these reserves during the year. 

Post- 
employment 
benefits 
reserve 
$M
9.7

Share-based 
payment 
reserve 
$M
1.7

Capital 
Redemption 
Reserve 
$M
25.2

Equity 
Investment 
Revaluation 
Reserve 
$M
(0.6) 

IPO reserve 
$M

(4,237.7) 

At 1 January 2022

Share-based payment expenses,  
net of tax

Issue of shares to employees

Remeasurement of retirement  
benefit obligations

Share buy-back

Changes in the fair value of equity 
investments at fair value through  
other comprehensive income

–

–

1.6

–

–

10.4

(3.9) 

–

–

–

–

–

–

–

–

At 31 December 2022

11.3

8.2

(4,237.7) 

Share-based payment expenses,  
net of tax

Issue of shares to employees

Remeasurement of retirement  
benefit obligations

Share buy-back

Changes in the fair value of equity 
investments at fair value through  
other comprehensive income

–

–

0.7

–

–

12.5

(9.6) 

–

–

–

–

–

–

–

–

At 31 December 2023

12.0

11.1

(4,237.7) 

–

–

–

0.4

–

25.6

–

–

–

(2.3) 

–

23.3

Total 
$M

(4,201.7) 

10.4

(3.9) 

1.6

0.4

–

–

–

–

(1.8) 

(2.4) 

(1.8) 

(4,195.0) 

–

–

–

–

12.5

(9.6) 

0.7

(2.3) 

(0.6) 

(3.0) 

(0.6) 

(4,194.3) 

IPO reserve
On 13 July 2018 the Group was part of an initial public offering (‘IPO’) and listed a total of 1,944,535,168 shares on the ASX. At this 
time a reserve was recognised representing the excess in IPO consideration over the pre-listing net book value of the Company. 
Applicable transaction costs were also recorded in the reserve.

Capital Redemption Reserve
Shares purchased under the buy-back program result in a reduction in equity, with the impact to the Capital Redemption Reserve 
being the difference between the total amounts paid to buy back each share and the initial cost per share of $2.741. In line with 
accounting standard requirements, the costs associated with the share buy-back program, such as broker commission and legal 
fees, are also captured in the Capital Redemption Reserve. 

100

Viva Energy Group Limited – Annual Report 202323.  Dividends declared and paid

Dividends determined and paid during the year
Fully franked dividend relating to the prior period

Interim fully franked dividend 

Dividends determined and paid during the year

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2023 
$M

206.1

131.3

337.4

2022 
$M
49.6

212.6

262.2

The Company paid a 2022 final dividend of $206.1 million – 13.3 cents per share to shareholders on 24 March 2023 in relation to 
the six-month period ended 31 December 2022 (2022: 2021 final dividend of $49.6 million – 3.2 cents per share). Included in the 
$206.1 million dividend was $0.3 million in dividends relating to treasury shares on hand in the previous year. The net impact  
of the total dividend on retained earnings amounted to $205.8 million.

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In addition, in relation to the six-month period ended 30 June 2023, the Company paid an interim 2023 dividend of $131.3 million 
– 8.5 cents per share to shareholders on 20 September 2023 (2022: $212.6 million – 13.7 cents per share), with $0.6 million 
in dividends related to treasury shares on hand during the year. The net impact of the total dividends on retained earnings 
amounted to $130.7 million.

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Subsequent to year-end the Board has determined a final dividend of 7.1 cents per fully paid ordinary share in relation to the  
six months ended 31 December 2023. The aggregate amount of the proposed dividend expected to be paid on 22 March 2024 
out of retained earnings at 31 December 2023, but not recognised as a liability at year-end, is $109.6 million.

Dividend franking account
The balance of the franking account of the Australian consolidated tax group, headed by Viva Energy Group Limited, is 
$70.9 million at 31 December 2023 (2022: $9.3 million) based on a tax rate of 30%. Adjusted for imputation debits that will arise 
from the receipt of the current income tax receivable at balance date, imputation credits of $22.4 million are available for use  
in subsequent reporting periods at 31 December 2023 (2022: $151.2 million).

24.  Fair value of financial assets and liabilities
The Group’s accounting policies and disclosures may require the measurement of fair values for both financial and non-financial 
assets and liabilities. The Group has an established framework for fair value measurement. When measuring the fair value of  
an asset or a liability, the Group uses market observable data where available.

Fair values are categorised into different levels in a fair value hierarchy based on the following valuation techniques:

•  Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

•  Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly  

(i.e. as prices) or indirectly (i.e. derived from prices).

•  Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability are categorised in different levels of the fair value hierarchy, 
then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input 
that is significant to the entire measurement.

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101

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Capital funding and financial risk management continued

24.  Fair value of financial assets and liabilities continued

(a)  Fair value measurement hierarchy for the Group 

31 December 2023

Derivative assets

Derivative liabilities

Equity securities

Contingent consideration

Total at 31 December 2023

31 December 2022

Derivative assets

Derivative liabilities

Equity securities

Contingent consideration

Total at 31 December 2022

Quoted 
in active 
markets 
(Level 1) 
$M

Significant 
observable 
inputs 
(Level 2) 
$M

Significant 
unobservable 
inputs  
(Level 3) 
$M

–

–

5.8

–

5.8

–

–

6.6

–

6.6

0.1

(69.1) 

–

–

(69.0) 

3.3

(24.5) 

–

–

(21.2) 

–

–

–

20.3

20.3

–

–

–

19.6

19.6

(b)  Recognised fair value measurements

Equity securities
The Group holds public securities in Waga Energy SA and Hyzon Motors Inc. The fair value of these publicly traded securities  
is based on quoted market prices at the end of the reporting period. 

Derivative assets and liabilities
The Group enters into derivative financial instruments with financial institutions with investment grade credit ratings. Foreign 
exchange forward contracts and commodity forward contracts are valued using valuation techniques, which employ the use of 
market observable inputs. As at 31 December 2023, the marked-to-market value of derivative asset positions is net of a credit 
valuation adjustment attributable to derivative counterparty default risk.

Contingent consideration
In 2022, the acquisition of LyondellBasell Australia (LBA) included contingent consideration of $19.6 million as part of the total 
purchase consideration. In the event that performance targets are achieved by the subsidiary over a six-year period beginning  
at the completion date, additional consideration of up to $25.0 million may be payable in cash throughout the earn-out period. 
The potential undiscounted amount payable under the agreement is between $0 and $25.0 million. The fair value of the contingent 
consideration of $20.3 million as at 31 December 2023 has been estimated by using discounted cash flow modelling to derive the 
present value of the future expected cash flows of the subsidiary over the earn-out period. Key inputs into the calculation include  
a risk adjusted discount rate based on the risk profile of the subsidiary and expected future cash flow projections based on 
historical volume and pricing data.

102

Viva Energy Group Limited – Annual Report 202325.  Financial risk management
The Group’s principal financial liabilities, other than derivatives, comprise non-current borrowings and trade and other payables. 
The main purpose of these financial liabilities is to finance the Group’s operations. The Group also holds lease liabilities and  
long-term payables. The Group’s principal financial assets include loans, trade and other receivables, and cash and cash 
equivalents that were derived directly from its operations. The Group also holds equity securities, derivative financial assets  
and enters into derivative transactions. 

Exposure to foreign currency risk, interest rate risk, liquidity risk, commodity price risk and credit risk arises in the normal course 
of the Group’s business. The Group’s overall financial risk management strategy is to seek to ensure that the Group is able to 
fund its corporate objectives and meet its obligations to stakeholders. Derivative financial instruments may be used to hedge 
exposure to fluctuations, especially movements in foreign exchange rates.

Financial risk management is carried out by Group Treasury, while risk management activities in respect to customer credit risk 
are carried out by the Finance and Credit teams. The Group Treasury, Finance and Credit teams operate under policies approved 
by the Board. The teams identify, evaluate and monitor the financial risks in close cooperation with the Group’s operating units.

(a)  Foreign exchange risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign 
exchange rates. The Group is exposed to movements in foreign exchange rates in the normal course of its business primarily due 
to the fact that it purchases product and crude in United States dollars (‘USD’) and sells in Australian dollars (‘AUD’). Any specific 
foreign exchange exposure that relates to borrowings is managed separately and subject to separate Board approvals. 

The objective of the Group’s foreign exchange program is to minimise the effect of a fluctuation in foreign exchange rates  
on Group earnings and its cash flows. Transactions which could be regarded as speculative are not permitted. The program  
of foreign exchange risk management identifies, measures, takes actions to mitigate this risk, and reports the performance  
of the program in a controlled and non-speculative manner. The focus is on cash flow exposures rather than just profit and loss. 

The Group manages foreign currency risk by using foreign currency forward contracts to offset foreign exchange exposures. 
At 31 December 2023 and 2022, the Group hedged 100% of its net USD payables and this is actively managed on a daily basis 
through a hedge program. As at 31 December 2023, the total fair value of all outstanding foreign currency exchange forwards 
amounted to a $67.9 million net liability (2022: $21.2 million net liability).

The Group’s exposure to foreign exchange rates for classes of financial assets and liabilities, including sensitivities to pre-tax 
profit of the Group if the AUD strengthened/weakened by 10% against the USD with all other variables held constant, is set out 
below. The foreign exchange program outlined is undertaken to mitigate this risk.

USD denominated trade receivables (in AUD)

USD denominated trade payables (in AUD)

Net exposure

Effect in pre-tax profit

AUD strengthens against USD by 10%

AUD weakens against USD by 10%

2023 
$M

376.7

(2,714.5) 

(2,337.8) 

2022 
$M
343.3

(2,491.2) 

(2,147.9) 

233.8

(233.8) 

214.8

(214.8) 

The Group has minimal exposure to other currencies (Euro, British Pound, Singapore Dollar and Papua New Guinea kina) with 
total payable balances denominated in other currencies of $2.8 million at 31 December 2023 (2022: $2.7 million). 

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103

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Capital funding and financial risk management continued

25.  Financial risk management continued

(b)  Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes 
in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s 
syndicated bank loan and cash holdings with floating interest rates.

The Group’s exposure to interest rate risk for classes of financial assets and liabilities, including sensitivities to pre-tax profit of the 
Group if interest rates had changed by -/+1% from the year-end rates, with all other variables held constant, is set out as follows:

Financial assets

Cash and cash equivalents

Loan to related party

Total financial assets

Financial liabilities

Long-term bank loans

Total financial liabilities

Net exposure

Interest rates increase by 1%

Interest rates decrease by 1%

2023 
$M

215.5

28.5

244.0

595.5

595.5

(351.5)

(3.5)

3.5

2022 
$M

290.5

27.7

318.2

–

–

318.2

3.2

(3.2) 

(c)  Liquidity risk 
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Due to the dynamic nature 
of the underlying business, the liquidity risk policy requires maintaining sufficient cash and an adequate amount of committed 
credit facilities to be held above the forecast requirements of the business.

The Group manages liquidity risk centrally by monitoring cash flow forecasts, maintaining adequate cash on hand and debt 
facilities. The debt portfolio is periodically reviewed to ensure there is funding flexibility across an appropriate maturity profile. 
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:

31 December 2023

Trade and other payables

Long-term payables

Long-term bank loans

Derivative liabilities

Lease liabilities

Total at 31 December 2023

31 December 2022

Trade and other payables

Long-term payables

Derivative liabilities

Lease liabilities

Total at 31 December 2022

104

More than  
1 year but 
no more 
than 5 years 
$M

No more 
than 1 year 
$M

More than  
5 years 
$M

3,604.9

–

–

69.1

367.5

4,041.5

3,248.7

–

24.5

332.0

3,605.2

–

74.5

595.5

–

1,422.3

2,092.3

–

43.1

–

1,318.4

1,361.5

–

–

–

–

1,559.3

1,559.3

–

120.1

–

1,852.0

1,972.1

Total 
$M

3,604.9

74.5

595.5

69.1

3,349.1

7,693.1

3,248.7

163.2

24.5

3,502.4

6,938.8

Viva Energy Group Limited – Annual Report 2023The financial liabilities due within the next 12-month period amount to $4,041.5 million (2022: $3,605.2 million). The Group  
has current assets of $4,125.0 million (2022: $3,889.4 million) and a net current asset position of $4.6 million (2022: $140.4 million 
net current asset position). The Group has access to undrawn credit facilities of $862.0 million, in place primarily for working 
capital purposes, and is in a position to meet its financial liability obligations as and when they fall due. 

(d)  Commodity price risk 
The Group is exposed to the effect of changes in commodity price (i.e. oil and refined product prices) in its normal course  
of business. 

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The objective of the Group’s commodity price strategy is to reduce earnings volatility as a result of movements in oil and refined 
product prices. The Group achieves this by:

•  monitoring hydrocarbon volumes priced in and out on a monthly basis and hedging up to 100% of the net exposure; and 

•  monitoring expected refining margins and hedging constituent components to protect refining income, hedging up to 100% 

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of net refinery exposure.

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The Group manages commodity price exposure through the purchase or sale of swap contracts up to 36 months forward. 
Commodity price hedges outstanding at 31 December 2023 totalled $0.5 million liability (2022: $1.7 million asset). 

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Commodity price sensitivity analysis
The Group’s exposure to commodity prices risk, including sensitivities to pre-tax profit if commodity prices had changed  
by -/+10% from the year-end prices, with all other variables held constant, is set out as follows:

Commodity prices decrease by 10%

Commodity prices increase by 10%

2023 
$M

6.8

(6.2) 

2022 
$M
7.0

(6.4) 

(e)  Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to 
a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing 
activities, including deposits with banks and financial institutions and other financial instruments.

Customer credit risk
The Group manages credit risk and the losses which could arise from default by ensuring that parties to contractual 
arrangements are of an appropriate credit rating, or do not show a history of defaults. 

The Group applies the AASB 9 Financial Instruments simplified approach to measuring trade receivable expected credit losses, 
which uses a lifetime expected loss allowance for expected credit losses for all trade receivables. To measure the expected credit 
losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected 
loss rates are based on the payment profiles of sales over past periods using historical data and also using forward-looking 
projections of customer payment expectations. Trade receivables are often insured for events of non-payment, through third 
party insurance, which has also been factored into the expected loss rate calculations. Generally, trade receivables are written  
off if past due for more than one year and are not subject to enforcement activity.

The ageing profile of the receivable balance and expected credit loss rates are detailed in Note 8 Trade and other receivables.

Financial institution credit risk
Financial assets such as cash at bank and forward contracts are held with high credit quality financial institutions.

Maximum exposure to credit risk
The Group’s maximum credit risk exposure at balance date in relation to each class of recognised financial assets, other than 
equity and derivative financial instruments, is the carrying amount of those assets as indicated in the consolidated statement  
of financial position.

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105

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Taxation

26.  Income tax and deferred tax

(a)  Reconciliation of income tax expense at Australian standard tax rate to actual income tax expense

Accounting profit before income tax expense

Tax at the Australian tax rate of 30% 

Non-deductible costs

Sundry items

Adjustment relating to prior periods

Coles Express intangible write-off

Net non-refundable carry forward tax offsets

Gain on bargain purchase

Capital tax losses utilised for which no deferred tax asset was recognised

2023 
$M

36.7

(11.0) 

(5.5)

0.4

3.5

(24.0)

1.5

1.4

0.8

2022 
$M
731.8

(219.5) 

(6.4) 

0.3

4.7

–

0.9

2.5

–

Income tax expense for the period

(32.9)

(217.5) 

(b)  Income tax benefit/(expense)

Current tax expense

Deferred tax (expense)/benefit

Adjustment relating to prior periods

Income tax expense reported in the consolidated statement of profit or loss

Deferred income tax benefit included in income tax expense comprises: 

Decrease in deferred tax assets

Decrease in deferred tax liabilities

Adjustment in deferred tax relating to prior periods

Tax relating to items recognised in other comprehensive income or directly in equity  
rather than through the statement of profit or loss

Deferred tax related to items recognised in other comprehensive income during the period:

Remeasurement of post-employment benefits

Remeasurement of equity investments in overseas entities

Deferred tax related to items recognised directly to equity during the period:

Transaction costs recognised in equity

Deferred tax recognised as part of business combinations:

2023 
$M

(20.3) 

(16.1)

3.5

(32.9)

(43.4) 

27.0

0.3

(16.1)

(0.3) 

0.3

0.3

15.2

(0.6)

2022 
$M
(231.3) 

9.1

4.7

(217.5) 

(58.3) 

28.3

39.1

9.1

1.6

0.8

(4.1) 

2.7

10.1

106

Viva Energy Group Limited – Annual Report 2023(c)  Deferred tax

Deferred tax assets

The balance comprises combined temporary differences attributable to:

Property, plant and equipment

Lease liabilities

Inventories

Asset retirement obligation

Employee benefits

Tax losses carried forward

Derivative contracts

Other

Total deferred tax assets

Deferred tax liabilities

The balance comprises combined temporary differences attributable to:

Right-of-use assets

Intangible assets 

Derivative contracts

Total deferred tax liabilities

Net deferred tax assets

Net deferred tax balances expected to be realised within 12 months

Net deferred tax balances expected to be realised after more than 12 months

2023 
$M

2022 
$M

60.3

733.4

101.0

25.3

39.6

2.4

2.1

4.2

84.4

737.0

110.1

25.1

31.9

2.5

–

7.1

968.3

998.1

(608.7) 

(44.3) 

–

(653.0) 

(628.6) 

(50.7) 

(2.9) 

(682.2) 

315.3

315.9 

60.1

255.2

315.3

 47.2 

 268.7 

 315.9 

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107

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Taxation continued

26.  Income tax and deferred tax continued

(d)  Movements in deferred tax assets

2022 movements
Balance at 1 January 2022

(Charged)/credited:

Acquired in business  
combination (VE Polymers)

To profit or loss 

Prior period adjustments

Directly to equity

Other comprehensive income

Current year tax loss and carried 
forward tax credits/offsets

Property, 
plant and 
equipment 
$M

Lease 
liabilities 
$M

Inventories 
$M

Asset 
retirement 
obligations 
$M

Employee 
benefits 
$M

Tax losses 
carried 
forward 
$M

Other 
$M

Total 
$M

88.8

744.1

120.0

27.4

26.3

3.4

6.3

1,016.3

0.1

(3.1) 

(1.4) 

–

–

–

–

(7.1) 

–

–

–

–

0.2

30.8

(40.9) 

–

–

–

–

(2.3) 

–

–

–

–

2.2

1.8

–

–

1.6

–

–

–

0.6

–

–

0.2

3.5

0.4

(4.1) 

0.8

2.7

23.6

(41.3) 

(4.1) 

2.4

(1.5) 

 2.5 

–

(1.5) 

 7.1 

 998.1 

Balance at 31 December 2022

 84.4 

 737.0 

 110.1 

 25.1 

 31.9 

2023 movements
Balance at 1 January 2023

(Charged)/credited:

Acquired in business 
combinations

To profit or loss 

Prior period adjustments

Directly to equity

Other comprehensive 
income

Current year tax loss  
and carried forward  
tax credits/offsets

Balance at 
31 December 2023

Derivative 
contracts 
$M

Property, 
plant and 
equipment 
$M

Lease 
liabilities 
$M

Inventories 
$M

Asset 
retirement 
obligations 
$M

Employee 
benefits 
$M

Tax losses 
carried 
forward* 
$M

Other 
$M

Total 
$M

–

–

0.5

1.6

–

–

–

84.4

737.0

110.1

25.1

31.9

2.5

7.1

998.1

5.7

–

–

(29.8) 

(3.6) 

(9.1) 

–

0.2

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

9.3

(1.3) 

–

–

(0.3) 

–

–

–

–

–

0.4

0.3

(4.2) 

0.3

15.4

(42.8) 

(2.6) 

0.3

0.3

–

–

(0.1) 

–

(0.1) 

2.1

60.3

733.4

101.0

25.3

39.6

2.4

4.2

968.3

*  At 31 December 2023 the Group had unused capital losses amounting to $146.6 million (2022: $134.5 million) for which no deferred tax asset of 

$44.0 million (2022: $40.4 million) has been recognised. These tax losses are not expected to expire and will be carried forward subject to satisfaction 
of the usual tax loss testing rules.

108

Viva Energy Group Limited – Annual Report 2023(e)  Movements in deferred tax liabilities

2022 movements
Balance at 1 January 2022

(Charged)/credited:

To profit and loss

Prior period adjustments

Balance at 31 December 2022

2023 movements
Balance at 1 January 2023

(Charged)/credited:

Acquired in business combinations

To profit and loss

Prior period adjustments

Balance at 31 December 2023

Right-of-use 
assets 
$M
(657.9) 

Intangible 
assets 
$M
(50.4) 

Derivative 
contracts 
$M
(2.2) 

29.3

–

(0.5) 

0.2

(628.6) 

(50.7) 

(2.7) 

2.0

(2.9) 

Right-of-use 
assets 
$M

Intangible 
assets 
$M

Derivative 
contracts 
$M

Total 
$M
(710.5) 

26.1

2.2

(682.2) 

Total 
$M

(628.6) 

(50.7) 

(2.9) 

(682.2) 

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(44.3) 

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26.5

2.9

(653.0) 

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The income tax expense for the year is the tax expense on the current year’s taxable income based on the income tax rate 
adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unrecognised deferred  
tax assets, or liabilities such as unused tax losses.

Current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the 
reporting period. Management evaluates positions taken in tax returns with respect to situations in which applicable tax 
regulation is subject to interpretation. 

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their 
carrying amounts in the consolidated financial statements. Deferred income tax is not accounted for if it arises from initial 
recognition of goodwill, or of an asset or liability in a transaction, other than a business combination that at the time of the 
transaction affects neither accounting nor taxable profit (or loss). Deferred income tax is determined using tax rates (and laws) 
that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related 
deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future 
taxable amounts will be available to utilise those temporary differences and losses.

Tax assets and liabilities are offset when there is a legally enforceable right to offset.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other 
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly  
in equity, respectively.

Tax consolidation
The Company and its wholly-owned Australian controlled entities have elected to form an income tax consolidated group (TCG).

In addition to its own current and deferred tax amounts, the Company also recognises the current income tax liabilities (or assets) 
and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the TCG.

The entities in the TCG have entered into a tax funding agreement under which the wholly-owned entities fully compensate 
the Company for any current income tax payable assumed and are compensated by the Company for any current income tax 
receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to the Company under 
the income tax consolidation legislation.

The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements. 
Assets or liabilities arising under tax funding agreements with the entities in the TCG are recognised as current amounts 
receivable from or payable to other entities in the Group.

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109

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Group structure

27.  Group information

(a)  Principles of consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2023. 
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has 
the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which 
control is transferred to the Group, and deconsolidated from the date that control ceases.

(b)  Controlled entities
The consolidated financial statements of the Group includes the controlled material entities listed below:

Country of incorporation/
establishment

Equity 
holding 
2023 %

Equity 
holding  
2022 %

Name of entity

Viva Energy Holding Pty Ltd

Viva Energy Australia Group Pty Ltd

Viva Energy Australia Pty Ltd

Viva Energy Aviation Pty Ltd

Viva Energy Services Pty Ltd

Viva Energy Refining Pty Ltd

Viva Energy Gas Australia Pty Ltd

VER Manager Pty Limited

ZIP Airport Services Pty Ltd

Viva Energy S.G. Pte Ltd

Viva Energy Retail Pty Ltd

Viva Energy Polymers Holdings Pty Ltd

Viva Energy Polymers Pty Ltd

John Duff & Co Pty Ltd

John Duff & Co (Transport) Pty Ltd

Viva Energy Advanced Polymers Pty Ltd

Viva Energy Retail SMGB Pty Ltd

Skyfuel Australia Pty Ltd

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Singapore

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Pacific Hydrocarbon Solutions Limited

Papua New Guinea

Liberty Oil Holdings Pty Ltd

Deakin Services Pty Ltd

Liberty Oil Affinity Pty Ltd

Liberty Oil City Leasing Pty Ltd

Liberty Oil Land Pty Ltd

Liberty Oil Property Pty Ltd

Tradeway Services Pty Ltd

Liberty Oil (SA) Pty Ltd

Liberty Oil (WA) Pty Ltd

Liberty Oil Corporation Pty Ltd

Liberty Oil Finance Pty Ltd

Liberty Oil Wholesale (S) Pty Ltd

Liberty Oil Express Pty Ltd

Liberty Oil Australia Pty Ltd

Westside Petroleum Consolidated Holdings Pty Limited

Westside Petroleum Pty Ltd

110

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia

Australia 

Australia

Australia

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

–

–

–

–

–

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

100

Viva Energy Group Limited – Annual Report 2023Name of entity

Westside Petroleum Wholesalers Pty Ltd

Westside Petroleum Holdings Pty Ltd

Westside Petroleum BPM Pty Ltd

Westside Petroleum Retail 1 Pty Limited

Westside Petroleum Convenience Stores Pty Ltd

Westside Petroleum CA Fuel Retail Pty Ltd

Westside Petroleum Co Pty Ltd

Country of incorporation/
establishment

Equity 
holding 
2023 %

Equity 
holding  
2022 %

Australia

Australia

Australia

Australia

Australia

Australia

Australia

100

100

100

100

100

100

100

100

100

100

100

100

100

100

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(c)  Interests in associates 
The Group holds interest in the following investments accounted for using the equity method: 

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Name of entity
LOC Global Pty Ltd

Fuel Barges Australia Pty Ltd

Country of incorporation/
establishment
Australia

Australia

Equity 
holding 
2023 %

50

50

Equity 
holding  
2022 %
50

50

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Further details regarding these investments can be found in Note 29 Interests in associates and joint operations.

(d)  Interests in joint operations 
The Group has a 52% interest in W.A.G Pipeline Pty Ltd (2022: 52%), a 50% interest in Crib Point Terminal Pty Ltd (2022: 50%) 
and a 33% interest in Cairns Airport Refuelling Services Pty Ltd (2022: 33%). These are classified as joint operations under AASB 
11 Joint Arrangements. Further details regarding these investments can be found in Note 29 Interests in associates and joint 
operations.

28.  Business combinations
The Group acquired a number of businesses during the year ended 31 December 2023.

(a)  Coles Express
On 1 May 2023, the Group completed the acquisition of the Coles Express Retail business, a leading convenience retailer,  
to establish an integrated fuel and convenience business unit, for a total purchase consideration of $223.9 million.

Details of the purchase consideration and net assets acquired are as follows:

Purchase consideration:

Cash consideration

Settlement of pre-existing relationships

Total purchase consideration

Total 
purchase 
consideration 
$M
323.9

(100.0)

223.9

The total purchase consideration includes a cash consideration component and an offsetting amount relating to the settlement 
of pre-existing relationships at the completion date. The pre-existing relationship related to the fuel stock payable to Coles 
Express derived from when the Group reassumed responsibility for the retail sale of fuel in 2019, and was payable in 2029.  
The fuel stock payable was held at amortised cost and settled at its net present value at acquisition date. 

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111

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Group structure continued

28.  Business combinations continued

(a)  Coles Express continued
The determined fair values of the assets and liabilities as at the date of acquisition are as follows:

Cash and cash equivalents

Inventories

Prepayments

Property, plant and equipment

Intangibles – software

Right-of-use assets

Deferred tax asset

Trade and other payables

Lease liabilities – current

Lease liabilities – non-current

Provisions – current

Provisions – non-current

Net identifiable assets acquired

Goodwill on acquisition

Total purchase consideration

Total 
provisional 
recognised 

values Adjustments

22.8

89.9

0.2

109.8

5.6

63.6

11.0

(0.3)

(9.6)

(54.0)

(19.9)

(9.3)

209.8

14.1

223.9

(1.9)

2.0

0.7

3.9

4.7

(4.7)

–

Total final 
recognised 
values 
$M
22.8 

88.0

0.2

111.8

6.3

63.6

14.9

(0.3)

(9.6)

(54.0)

(19.9)

(9.3)

214.5

9.4

223.9

Recognised values
As at 31 December 2023, the confirmed final recognised values of the acquisition are outlined above. Due to the material size and 
timing of the acquisition, when initially reported at 30 June 2023 provisional fair value of all assets and liabilities were presented. 
It was disclosed that the valuation of property, plant and equipment acquired was provisional and yet to be fully completed. 
Since half-year reporting the provisional valuations have been finalised with the adjustments outlined above. The Group was 
assisted by an external valuation expert in this process.

Goodwill acquired of $9.4 million represents other intangible assets that did not meet the criteria for recognition as separately 
identifiable assets at the date of acquisition. The carrying value of goodwill is allocated to the C&M CGU. 

Revenue contribution
Coles Express contributed revenue of $783.9 million to the Group from the date of acquisition to 31 December 2023. If the 
acquisition had occurred on 1 January 2023, pro-forma revenue for the year ended 31 December 2023 would have been 
approximately $1,183.8 million.

Purchase consideration of Coles Express– cash outflow

Outflow of cash on acquisition, net of cash acquired

Purchase consideration 

Adjustment for cash acquired

Net outflow of cash – investing activities

$M

223.9

(22.8)

201.1

Acquisition-related costs
Coles Express acquisition-related costs of $7.3 million are included within general and administration expenses and salaries  
and wages in the consolidated statement of profit and loss and within operating cash flows in the statement of cash flows.

112

Viva Energy Group Limited – Annual Report 2023(b)  John Duff
On 1 March 2023, the Group completed the acquisition of both John Duff & Co. Proprietary Limited and John Duff & Co 
(Transport) Pty Ltd (John Duff), a fuel distributor that commenced operations in the 1950s and services customers throughout 
Gippsland, Victoria, for a total purchase consideration of $17.2 million.

The determined fair values of the assets and liabilities as at the date of acquisition are as follows:

Cash and cash equivalents

Trade and other receivables

Inventories

Prepayments

Property, plant and equipment

Right-of-use assets

Trade and other payables

Current tax liabilities

Deferred tax liabilities

Lease liabilities – current

Lease liabilities – non-current

Provisions – current

Net identifiable assets acquired

Goodwill on acquisition

Total purchase consideration

Total final 
recognised 
values 
$M
0.1 

7.6

1.0

0.1

3.7

2.4

(8.4)

(0.4)

(0.5)

(0.3)

(2.1)

(0.3)

2.9

14.3

17.2

Recognised values
As at 31 December 2023, the confirmed final recognised values of the acquisition are outlined above. 

Goodwill acquired of $14.3 million represents other intangible assets that did not meet the criteria for recognition as separately 
identifiable assets at the date of acquisition. The carrying value of goodwill is allocated to the C&I CGU. 

Revenue contribution
John Duff contributed revenue of $87.5 million to the Group from the date of acquisition to 31 December 2023. If the acquisition 
had occurred on 1 January 2023, pro-forma revenue for the year ended 31 December 2023 would have been approximately 
$105.0 million.

Purchase consideration of John Duff – cash outflow

Outflow of cash on acquisition, net of cash acquired

Purchase consideration 

Adjustment for cash acquired

Net outflow of cash – investing activities

Acquisition-related cost
Total acquisition-related costs of $0.1 million were incurred on the purchase of John Duff.

$M

17.2

(0.1)

17.1

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113

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Group structure continued

28.  Business combinations continued

(c)  Other business acquisitions
During the year, the Group also acquired Skyfuel Australia Pty Ltd (Skyfuel) on 28 April 2023, Geographe Petroleum Pty Ltd on 
1 August 2023 and Lyondellbasell Advanced Polyolefins Pty Ltd (LAPA) on 1 November 2023. Skyfuel is an aviation fuel distributor 
with a presence at a number of rural airfields in New South Wales, Victoria and Western Australia. and Geographe Petroleum, 
a fuel distributor, has been serving the Busselton and surrounding areas of Western Australia for over 50 years. LAPA is a 
polypropylene manufacturer and was previously part of the broader LyondellBasell Group along with LyondellBasell Australia 
(LBA) before LBA was purchased by the Group in 2022.

The total final net purchase consideration for these other acquisitions of $14.4 million included net identifiable assets acquired  
of $5.1 million, and $13.9 million in goodwill recognised on the other acquisitions with the exception of LAPA.

A gain on bargain purchase of $4.6 million was realised with respect to LAPA, representing the shortfall of the consideration 
transferred over the fair value of the net identifiable assets acquired. Examples in which a bargain purchase may occur 
include transactions without a competitive bidding process or when there is a forced or distressed sale. With the purchase of 
LyondellBasell Australia (LBA) in 2022, the Group was able to take advantage of the additional purchase opportunity of related 
business LAPA without a competitive process taking place, with the perceived value in the LAPA entity tied to key operations  
and commercial arrangements obtained from the 2022 LBA acquisition. The gain has been recognised in the period as other 
income within the consolidated statement of profit or loss.

Cash consideration

Settlement of pre-existing relationships

Total purchase consideration

Net identifiable assets acquired

Goodwill on acquisitions

Gain on bargain purchase

Total purchase consideration

Purchase consideration of other acquisitions – cash outflow 

Outflow of cash on other acquisitions, net of cash acquired

Cash consideration

Adjustment for cash acquired

Net outflow of cash – investing activities

Total acquisition-related costs of $0.5 million were incurred on the purchase of the other businesses acquired.

Total final 
purchase 
consideration 
$M
18.2

(3.8)

14.4

5.1

13.9

(4.6)

14.4

$M

18.2

(1.0)

17.2

114

Viva Energy Group Limited – Annual Report 202329.  Interests in associates and joint operations

(a)  Associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the 
financial and operating policy decisions of the investee, but is not control or joint control over those policies. The Group has  
a non-controlling interest in the following entities which are classified as associates under the current ownership structure  
in accordance with AASB 128 Investments in Associates and Joint Ventures. These investments have been recognised  
in the consolidated financial statements using the equity method:

LOC Global Pty Ltd

Fuel Barges Australia Pty Ltd

Total investments accounted for using the equity method

2023 
$M

17.6

–

17.6

2022 
$M
15.5

0.2

15.7

LOC Global Pty Ltd
LOC Global Pty Ltd (‘LOC Global’) is a private entity that is based in Melbourne, Australia. The Group holds 50% equity holding 
in LOC Global (2022: 50%) with an option to acquire the remaining 50%.

LOC Global had no contingent liabilities or capital commitments as at 31 December 2023.

Movement of LOC Global investment
Balance at the beginning of the year

Share of LOC Global profit

Distributions received

2023 
$M

15.5

2.1

–

17.6

2022 
$M
16.0

2.0

(2.5) 

15.5

Total share of profit in associates for the 2023 year amounted to $1.9 million (2021: $2.2 million profit).

Aggregate summary information of associates
This table below represents the aggregate summary information of associates. It represents the amounts shown in the most 
recent financial information of the associate companies in accordance with Australian Accounting Standards.

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Net assets

Net assets – Group’s share of investment

Adjustments resulting from the equity accounting method

Carrying amount of investments accounted for using the equity method

Revenue

Net profit from continuing operations

Total comprehensive income

Distributions received from equity accounted for investments

2023 
$M

29.3

146.9

(99.1) 

(68.2) 

8.9

4.5

13.1

17.6

2022 
$M
43.3

170.1

(107.8) 

(98.0) 

7.6

3.8

11.9

 15.7  

1,350.2

1,263.4

2.8

2.8

–

4.1

4.1

2.5

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115

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Group structure continued

29.  Interests in associates and joint operations continued

(b)  Joint operations
Joint operations are those entities whose financial and operating policies the Group has joint control over, and where the Group 
has rights to the assets and obligations for the liabilities of the entity.

The Group owns a 52% interest in W.A.G Pipeline Pty Ltd (2022: 52%), a 50% interest in Crib Point Terminal Pty Ltd (2022: 50%) 
and a 33% interest in Cairns Airport Refuelling Services Pty Ltd (2022: 33%). The investments are incorporated in Australia with 
principal operations in Victoria and Cairns, and are classified as joint operations under AASB 11 Joint Arrangements, where 
the Group recognises its direct right to the jointly held assets, liabilities, revenues and expenses and has proportionately 
consolidated its interests under the appropriate headings in the consolidated financial statements. 

The joint operations had no contingent liabilities or capital commitments as at 31 December 2023 and 2022.

Unrecorded items and uncertain events

30.  Commitments and contingencies

(a)  Capital commitments
At 31 December 2023, the Group had capital expenditure contracted at the reporting date but not recognised as liabilities 
related to property, plant and equipment totalling $164.4 million (2022: $110.0 million). There are no capital commitments from 
associate companies at the end of the period, therefore the included amount from associates in the Group’s overall amount  
is nil (2022: nil).

(b)  Guarantees
As at 31 December 2023, guarantees amounting to $53.9 million (2022: $71.6 million) have been given in respect of the Group’s 
share of workers compensation, surety for major contracts and other matters including government works.

Under the terms of the Deed of Cross Guarantee entered in accordance with ASIC Instrument 2016/785, each Australian Group 
entity guarantees to each creditor payment in full of any debt in accordance with the Deed. Parties to the Deed are identified  
in Note 33 Deed of Cross Guarantee. 

No liabilities have been recognised in the consolidated statement of financial position in respect of financial guarantee contracts. 

(c)  Contingencies and other disclosures
As at 31 December 2023, the Group has contingent liabilities of $4.0 million primarily related to legal matters that management 
considers it not probable that a present obligation exists (2022: $4.4 million).

31.  Events occurring after the reporting period
No matters or circumstances have arisen subsequent to the end of the financial year that have significantly affected, or may 
significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future 
financial years. 

116

Viva Energy Group Limited – Annual Report 2023Other disclosures

32.  Parent company financial information
The financial information presented below presents that of the parent entity of the Group, Viva Energy Group Limited.

2023 
$M

2022 
$M

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Statement of financial position

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Net assets

Contributed equity

IPO reserve

Employee share-based payment reserve

Capital Redemption Reserve

Retained earnings

Total equity

Results

Profit of the Company

Total comprehensive income of the Company

33.  Deed of Cross Guarantee
As at 31 December 2023, the Company (as the Holding Entity) and all the controlled entities listed in Note 27(b) Group information 
(with the exception of Viva Energy S.G. Pte Ltd, Pacific Hydrocarbon Solutions Limited, Viva Energy Gas Australia Pty Ltd and 
Westside Petroleum Holdings Pty Ltd) are parties to a Deed of Cross Guarantee (‘Deed’).

The original Deed was dated 14 December 2018, with subsequent additional Assumption Deeds actioned to include in the 
Deed subsidiaries acquired and or newly incorporated since the original Deed date. In the current 2023 year, John Duff & Co Pty 
Ltd, John Duff & Co (Transport) Pty Ltd, Viva Energy Advanced Polymers Pty Ltd, Viva Energy Retail SMGB Pty Ltd and Skyfuel 
Australia Pty Ltd were joined as parties to the Deed by Assumption Deeds on 15 December 2023. 

Under the Deed, each company guarantees the debts of the others to each creditor payment in full of any debt in accordance 
with the terms of the Deed. 

By entering into the Deed, the controlled entities have been relieved from the requirement to prepare a Financial Report and 
Directors’ Report under Instrument 2016/785 issued by the Australian Securities and Investments Commission (‘Instrument’).  
The companies referred to above represent a ‘Closed Group’ for the purposes of the Instrument.

307.7

4,828.2

(411.5) 

(2.7) 

350.5

4,816.6

(431.6) 

–

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4,721.7

4,735.5

4,232.4

(70.3) 

11.1

23.5

525.0

4,721.7

4,247.4

(70.3) 

8.1

25.8

524.5

4,735.5

337.8

337.8

262.4

262.4

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117

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Other disclosures continued

33.  Deed of Cross Guarantee continued
The aggregate assets and liabilities of the companies which are party to the Deed and the aggregate of their results for the period 
to 31 December 2023 and 2022 are set out below:

Revenue 

Cost of goods sold

Gross profit

Net gain/(loss) on other disposal of property, plant and equipment

Gain on bargain purchase

Other income

Other gains and losses

Transportation expenses

Salaries and wages

General and administration expenses

Maintenance expenses

Lease-related expenses

Sales and marketing expenses

Impairment expense

Interest income

Share of profit in associates

Realised/unrealised (loss)/gain on derivatives

Net foreign exchanges gain

Depreciation and amortisation expenses

Finance costs

Profit before income tax expense

Income tax expense

(Loss)/profit after tax

2023 
$M

26,612.8

(24,268.6) 

2022 
$M
26,421.7

(24,012.7) 

2,344.2

2,409.0

0.8

4.6

80.0

85.4

(451.8) 

(562.4) 

(347.9) 

(165.2) 

(8.2) 

(163.4) 

730.7

(79.9) 

12.1

1.9

(28.4) 

52.5

(437.9) 

(242.2) 

8.8

(24.9)

(16.1)

(6.5) 

8.4

–

1.9

(389.9) 

(319.6) 

(231.0) 

(131.3) 

(11.6) 

(125.7) 

1,201.8

–

4.7

2.2

45.4

49.9

(397.9) 

(201.2) 

704.9

(210.5) 

494.4

118

Viva Energy Group Limited – Annual Report 2023ASSETS

Current assets
Cash and cash equivalents

Trade and other receivables

Inventories

Assets classified as held for sale

Derivative assets

Prepayments

Current tax asset

Non-current assets
Long-term receivables

Property, plant and equipment

Right-of-use assets

Goodwill and other intangible assets

Post-employment benefits

Investments accounted for using the equity method

Financial assets at fair value through other comprehensive income

Net deferred tax assets

Other non-current assets

Total assets

LIABILITIES AND EQUITY

Current liabilities
Trade and other payables

Provisions

Short-term lease liabilities

Liabilities directly associated with assets held for sale

Derivative liabilities 

Current tax liabilities

Non-current liabilities
Provisions

Long-term borrowings

Long-term lease liabilities

Long-term payables

Total liabilities

Net assets

Equity
Contributed equity

Treasury shares

Reserves

Retained earnings

Total equity

2023 
$M

2022 
$M

214.3

1,986.2

1,797.5

42.0

0.1

40.2

53.0

289.8

1,995.5

1,560.8

1.9

3.3

29.8

–

4,133.3

3,881.1

21.9

2,061.8

1,929.8

531.7

6.6

17.6

5.8

311.3

0.7

4,887.2

9,020.5

48.8

1,635.1

2,028.2

599.6

7.0

15.7

6.6

314.2

4.9

4,660.1

8,541.2

3,715.5

3,325.7

193.6

201.5

46.0

69.1

–

161.8

167.3

–

24.5

139.2

4,225.7

3,818.5

90.2

595.5

2,124.2

69.8

2,879.7

7,105.4

1,915.1

4,228.2

(21.4) 

(4,194.3) 

1,902.6

1,915.1

84.0

–

2,211.0

142.9

2,437.9

6,256.4

2,284.8

4,243.2

(18.2) 

(4,195.0) 

2,254.8

2,284.8

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119

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Other disclosures continued

34.  Post-employment benefits 

(a)  Superannuation plan
The main provider of superannuation benefits in the Group is the Viva Energy Superannuation Fund (‘VESF’). This fund was 
established on 1 August 2014, and provides a mixture of defined benefits and accumulation style benefits. Currently, the principal 
type of benefits provided under the VESF (to eligible members) is a lump sum, pension or lump sum and accumulation benefits. 
Lump sum and pension benefits are based primarily on years of service and the highest average salary of the employee.

The Viva Energy Superannuation Plan (‘Plan’) is a sub-plan in the Plum Division of the MLC Super Fund which is operated by 
NULIS Nominee (Australia) Limited (the Trustee). The Plan is a ‘regulated fund’ under the provision of the Superannuation 
Industry (Supervision) Act 1993. The Plan is treated as a complying defined benefit superannuation fund for taxation purposes.

The Group’s superannuation plan has a defined benefit section and also a defined contribution section. The defined contribution 
section receives fixed contributions from Group companies and the Group’s legal or constructive obligation is limited to these 
contributions. The defined benefit section was closed to new members in 1998. 

(b)  Defined benefit superannuation – significant estimate
The liability or asset recognised in the consolidated statement of financial position in respect of defined benefit superannuation 
section is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. 
The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These 
include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to 
the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes 
in these assumptions. These complexities expose the Group to a number of risks, including asset value volatility, variations 
in interest rates, inflation and fluctuations in life expectancy expectations. Recognising this, the Group has moved away from 
providing defined benefits pensions and the scheme has been closed to new entrants for many years. All assumptions used  
in the valuation are reviewed at each reporting date.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using 
market yields of government bonds that are denominated in the currency in which the benefits will be paid, and that have terms 
approximating to the terms of the related obligation.

Gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in 
which they occur, directly in other comprehensive income. They are included in retained earnings in the consolidated statement 
of changes in equity and recognised as remeasurement of retirement benefit obligations in the consolidated statement of 
financial position.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised 
immediately in the consolidated statement of profit or loss within salaries and wages as past service costs. 

Contributions to the defined contribution section of the Group’s superannuation fund and other independent defined 
contribution superannuation funds are recognised as an expense as they become payable.

The following sets out details in respect of the defined benefit section only. 

Amounts recognised in consolidated statement of financial position 

Present value of defined benefit obligation

Fair value of defined benefit plan assets

Net defined benefit asset recognised in the consolidated statement of financial position

2023 
$M

(61.6) 

68.2

6.6

2022 
$M
(69.0) 

76.0

7.0

120

Viva Energy Group Limited – Annual Report 2023Changes in the defined benefit obligation and fair value of plan assets

Present value of defined 
benefit obligation

Fair value of defined 
benefit plan assets

2023 
$M

(69.0) 

(2.6) 

(3.3) 

–

0.2

1.0

12.4

–

(0.3) 

(61.6) 

2022 
$M
(81.6) 

(3.0) 

(1.9) 

–

6.1

(0.5) 

12.2

–

(0.3) 

(69.0) 

Balance at 1 January 

Current service cost

Net interest on the defined benefit (liability)/asset

Return on assets less interest income

Actuarial gain – change in financial assumptions

Actuarial gain/(loss) – experience adjustments

Benefits paid

Employer contributions

Employee contributions

Balance at 31 December 

Amounts recognised in consolidated statement of profit or loss

Amounts recognised in profit or loss

Service cost

Member contributions

Plan expenses

Current service cost

Net interest on the new defined benefit asset

Components of defined benefit cost recorded in profit or loss

Amounts recognised in other comprehensive income

Remeasurement of the net defined benefit liability:

Return on assets less interest income

Actuarial gain – change in financial assumptions

Actuarial (gain)/loss – experience adjustments

Tax on remeasurement of defined benefit obligation

Components of defined benefit cost recorded in other comprehensive income

The major categories of plan assets of the fair value of the total plan assets are, as follows:

Australian equities

International equities

Property

Fixed income bonds

Index linked bonds

Cash

Total plan assets

2023 
$M

76.0

–

3.6

(0.1) 

–

–

(12.4) 

0.8

0.3

68.2

2022 
$M
88.4

–

2.0

(3.3) 

–

–

(12.2) 

0.8

0.3

76.0

2023 
$M

2022 
$M

1.7

(0.2) 

1.1

2.6

(0.3) 

2.3

0.2

(0.3) 

(1.0) 

0.4

(0.7) 

2023 
$M

6.1

8.9

5.5

29.3

3.4

15.0

68.2

2.3

(0.3) 

1.0

3.0

(0.1) 

2.9

3.3

(6.1) 

0.5

0.7

(1.6) 

2022 
$M
6.8

10.7

6.1

35.7

–

16.7

76.0

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121

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Other disclosures continued

34.  Post-employment benefits continued

(b)  Defined benefit superannuation – significant estimate continued
The Group agreed to pay nil contributions to the plan in 2023 (2022: nil). The Group did pay contributions to cover administration 
expenses and premiums relating to the plan in 2023 and 2022. The following payments are expected to be contributed to the 
defined benefit plan in future years:

Within the next 12 months

Between 2 and 5 years

Between 5 and 10 years

Beyond 10 years

Total expected payments

2023 
$M

0.8

1.7

0.4

0.1

3.0

The average duration of the defined benefit plan obligation at the end of the reporting period is 4.3 years (2022: 4.4 years).

Actuarial assumptions
The principal assumptions used in determining benefit obligations for the Group’s Plan are shown below:

Discount rate

Expected rate of salary increases

Pension increase rate

2023 
%

5.3

3.5

2.8

2022 
$M
0.8

2.1

0.7

0.1

3.7

2022 
%
5.3

3.5

3.0

Pensioner mortality has been assumed following the mortality under the Australian Life Tables 2015-17. Significant assumptions 
used to determine the present value of the defined benefit obligation are the discount rate and expected salary increases.  
The sensitivity analysis shown below has been based on reasonable possible changes of the assumptions occurring at the end  
of the reporting period:

Discount rate:

1.0% increase

1.0% decrease

Expected rate of salary increases:

1.0% increase

1.0% decrease

Impact on defined  
benefit obligation

2023 
$M

2022 
$M

(2.4) 

2.7

1.2

(1.1) 

(2.8) 

3.2

1.5

(1.4) 

The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit 
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity 
analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses may 
not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would 
occur in isolation of one another.

122

Viva Energy Group Limited – Annual Report 202335.  Related party disclosures
Note 27 Group information provides information about the Group’s structure, including details of the subsidiaries and the  
parent entities. 

Entities in the Group engage in a variety of related party transactions as part of the normal course of business. They supply 
products to related entities and overseas related corporations outside of the Group, and purchase crude and products from,  
and pay service fees to, overseas related corporations.

•  All related party transactions are conducted at arm’s length on a commercial basis. 

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•  Outstanding receivables and payables at the year-end are unsecured and interest free and settlement occurs in cash. 

•  For the year ended 31 December 2023, the Group has not recorded any impairment of receivables relating to amounts owed 
by related parties, nor has there been any expenses recognised during the period in respect of bad or doubtful debts written 
off from related parties (2022: nil).

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•  The assessment of related party receivables is undertaken on an ongoing basis each financial year through examining  

the financial position of the related party and the market in which the related party operates.

•  Loans to associates are unsecured, have a two-year maturity profile, with components of fixed and market driven floating 

interest rates.

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The following table provides the total amount of transactions that have been entered into with related parties for the relevant 
financial year.

(a)  Transactions with related parties

Sales and purchases of goods and services

Purchases

Sales of goods and services

Sale of assets

Outstanding balances arising from sales/purchases of goods and services

Receivables

Payables

(b)  Transactions with associates

Sales and purchases of goods and services

Purchases

Sales of goods and services

Other transactions

Interest income from associates

Lease expense paid to associates

Dividends from associates

Outstanding balances arising from sales/purchases of goods and services

Receivables 

Payables

2023 
$’000

2022 
$’000

17,468,497

1,616,446

–

17,113,150

1,020,233

6,963

160,047

2,371,917

137,567

2,136,563

2023 
$’000

2022 
$’000

5,309

1,324,132

8,343

1,212,299

2,354

144

–

1,554

32

2,520

60,608

17

56,340

12

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123

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Other disclosures continued

35.  Related party disclosures continued

(c)  Loans to associates

Loans to associates

Beginning of the year

Interest income

Interest received

End of the year

2023 
$’000

2022 
$’000

27,666

2,354

(1,119) 

28,901

26,813

1,554

(701) 

27,666

(d)  Transactions with Key Management Personnel or entities related to them
Executive Directors of controlled entities are entitled to receive discounts on their purchases of Company products under the 
same conditions as are available to all other employees of the Group. The terms and conditions of the transactions with Directors 
or their Director-related entities were no more favourable than those available, or which might reasonably be expected to be 
available, on similar transactions to non-director related entities or on an arm’s length basis. Dealings between the Group  
and various related companies are identified in this note.

One Director holds a directorship within the Vitol group of companies and any transactions entered into by the Group with  
the Vitol group of companies are in the ordinary course of business and are at arm’s length.

(e)  Key Management Personnel compensation

Short-term employee benefits

Long-term employee benefits

Post-employee benefits

Employee option plan

Total compensation paid to Key Management Personnel

2023 
$’000

4,947

75

146

4,037

9,205

2022 
$’000
4,184

(57) 

95

3,589

7,811

(f)  Long Term Incentive Plan (LTI)
The Company has a Long Term Incentive (LTI) Plan to assist in the motivation, retention and reward of eligible employees. The LTI 
plan is designed to reward long-term performance, provide alignment with the interest of shareholders, and encourage long-term 
value creation. The amount of rights that will vest depends on the Company’s relative total return to shareholders (TSR), free cash 
flow (FCF) and return on capital employed (ROCE).

A Performance Right entitles the participant to acquire one ordinary share for nil consideration at the end of the performance 
period, subject to the satisfaction of the performance conditions. The Board retains discretion to make a cash payment to 
participants on vesting of Performance Rights in lieu of an allocation of shares.

Performance Rights are granted under the plan for no consideration and carry no dividend or voting rights. Set out below are 
summaries of rights granted under the plan:

Balance at the start of the financial year

Granted during the year

Vested during the year

Forfeited during the year

Balance at the end of the financial year

124

2023 
Number  
of rights

6,992,697

2,249,373

(1,713,010) 

(329,592) 

2022 
Number  
of rights
5,940,889

2,449,902

(699,045) 

(699,049) 

7,199,468

6,992,697

Viva Energy Group Limited – Annual Report 2023The following performance rights arrangements were in existence at the end of the year:

Tranche
FY20 Tranche #1

Grant date
18-Feb-20

FY20 Tranche – CEO

6-Jul-20

FY20 Tranche – CFO

FY20 Tranche #2

FY21 Tranche #1

FY21 Tranche #2

FY22 Tranche #1

FY22 Tranche #2

FY23 Tranche #1

FY23 Tranche #2

18-Feb-20

8-Oct-20

19-Feb-21

26-May-21

7-Mar-22

24-May-22

22-Feb-23

23-May-23

Fair value range at grant date
$0.47 – $1.49

$0.91 – $1.58

$1.06 – $1.73

$0.91 – $1.58

$0.86 – $1.50

$1.18 – $1.50

$1.50 – $1.98

$2.13 – $2.42

$1.32 – $2.46

$2.02 – $2.75

Number of Performance 
Rights outstanding

31-Dec-23

–

–

–

–

1,745,543

905,501

1,375,414

923,637

1,416,481

832,892

31-Dec-22
750,763

556,121

301,232

201,245

1,827,933

905,501

1,526,265

923,637

–

–

7,199,468

6,992,697

Fair value of Performance Rights
The FY23 LTI Plan Performance Rights with the relative TSR hurdle vesting condition have been valued by an independent expert 
using a hybrid trinomial option model. This model uses a combination of Monte Carlo simulation and a trinomial lattice to model 
the performance of the Company’s shares and the individual shares within the entities in the S&P/ASX 100 index. The FY23 LTI 
Plan Performance Rights with FCF, ROCE and strategic hurdles are valued using a hybrid employee stock option model with  
a single share price target. Specifically, this model adjusts the spot prices as at the valuation date for expected dividends during 
the vesting period.

Model inputs for Performance Rights granted during the year included:

Grant date
22-Feb-23

23-May-23

Share price at 
grant date
$2.94 

$3.23 

Expected life 
(years)

 2.85  

 2.61  

Risk-free rate 

Volatility
30%

30%

of return Dividend yield
5.80%

3.52%

Vesting date
1-Jan-26

3.36%

5.30%

1-Jan-26

(g)  Deferred Share Rights issued
During the period the Company issued share rights to certain employees. Subject to satisfaction of service conditions, a Share 
Right entitles the participant to receive one ordinary share for nil consideration on vesting. Share Rights carry no dividend or 
voting rights; however, holders are entitled to a dividend equivalent payment.

The table below sets out the number share rights granted under the plan:

Balance at the start of the financial year

Granted during the year

Vested during the year

Lapsed during the year

Balance at the end of the financial year

2023 
Number  
of rights

3,905,964

2,784,301

(2,702,799) 

(41,514) 

2022 
Number  
of rights
3,637,913

2,395,002

(1,998,638)

(128,313)

3,945,952

 3,905,964 

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Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the consolidated financial statements continued

Other disclosures continued

35.  Related party disclosures continued

(g)  Deferred share rights issued continued
The following deferred share rights arrangements were in existence at the end of the year:

Tranche
FY21 Tranches #1

FY21 Tranches #3

FY22 Tranches #1

FY22 Tranches #2

FY22 Tranches #3

FY22 Tranches #4

FY23 Tranches #1

FY23 Tranches #2

FY23 Tranches #3

FY23 Tranches #4

FY23 Tranches #5

Grant date
19-Feb-21

8-Nov-21

17-Feb-22

21-Feb-22

22-Feb-22

9-Mar-22

17-Feb-23

20-Feb-23

10-Mar-23

27-Feb-23

12-Sep-23

Fair value range at grant date
$1.72

$1.72

$2.50

$2.46

$2.44

$2.33

$3.01

$3.03

$3.01

$2.94

$2.93

Number of deferred share 
rights outstanding

31-Dec-23

–

–

248,633

544,130

–

385,319

548,264

850,062

977,601

150,364

241,579

31-Dec-22
1,535,260

21,394

521,877

1,088,260

108,070

631,102

–

–

–

–

–

3,945,952

3,905,963

Fair value of deferred share rights
The deferred share rights were valued using the share spot price as at the valuation date.

(h)  Legacy LTI
Section 10.4.3 of the Prospectus described the Legacy LTI introduced by Viva Energy Holdings Pty Ltd (VEH) in 2015. Under that 
plan options over preference shares in VEH were issued to certain participants, including the CEO and CFO. At, or around  
the time, of the Company’s listing on the ASX in 2018, outstanding VEH Options were acquired by the Company and,  
as consideration, options over shares in the Company were issued to Legacy LTI participants (Legacy LTI options). For further 
information, refer to the Company’s Prospectus. All offers under the Legacy LTI were made in the years prior to Listing and  
no further offers will be made under this plan. As at 31 December 2023 there were no Legacy LTI options outstanding. 

The table below sets out information in relation to the Legacy LTI options.

Balance at the start of the financial year

Exercised during the year

Balance at the end of the financial year

2023 
Number of 
options

–

–

–

2022 
Number of 
options
384,524

(384,524) 

–

Total expenses arising from employee plan transactions recognised during the 2023 year was $12,479,708 (2022: $10,343,665).

126

Viva Energy Group Limited – Annual Report 2023R
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36.  Auditor’s remuneration
The auditor of the Company and the Group is PricewaterhouseCoopers Australia (‘PwC’). The following fees were paid or payable 
to PwC for services provided to the Company and the Group.

2023 
$

2022 
$

Audit or review services:

PricewaterhouseCoopers Australia

Audit or review of financial reports of the Group

Overseas PricewaterhouseCoopers firms

Audit or review of financial reports of the Group*

Non-audit services: 

PricewaterhouseCoopers Australia

Other assurance services

Other services

Total

2023 Audit or review services include $70,000 additional work for the 2022 audit (2022: $30,000 for the 2021 audit).

1,606,000

948,000

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* Fees paid to PricewaterhouseCoopers overseas firms for the audit of Viva Energy S.G. Pte Ltd and Pacific Hydrocarbon Solutions Limited.

The Directors have formed the view, based on advice from the Risk and Audit Committee, that the provision of non-audit services 
during the 2023 financial year was compatible with, and did not compromise, the general standard of independence for auditors 
imposed by the Corporations Act 2001. The non-audit services provided did not involve the external auditor reviewing or auditing 
its own work or acting in a management or decision-making capacity for the Company, or otherwise could reasonably be 
expected to compromise its independence.

No officer of the Company was a partner or director of PricewaterhouseCoopers during the financial year. A copy of the auditor’s 
independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 67.

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127

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors’ declaration

This Directors’ declaration is required by the Corporations Act 2001.

The Directors declare that in their opinion:

(a)  the consolidated financial statements and notes of the Viva Energy Group for the year ended 31 December 2023 set out  

on pages 69 to 127 are in accordance with the Corporations Act 2001, including:

(i)  complying with Accounting Standards and the Corporations Regulations 2001;

(ii)  giving a true and fair view of the Viva Energy Group’s financial position as at 31 December 2023 and of its performance  

for the year ended on that date;

(b)  there are reasonable grounds to believe that the Viva Energy Group will be able to pay its debts as and when they become 

due and payable; and

(c)  at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified  
in Note 33 Deed of Cross Guarantee to the financial statements will be able to meet any obligations or liabilities to which  
they are, or may become, subject to by virtue of the Deed of Cross Guarantee described in Note 33 Deed of Cross Guarantee  
to the financial statements. 

The Basis of preparation on page 74 confirms that the financial statements also comply with International Financial Reporting 
Standards as issued by the International Accounting Standards Board.

The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive 
Officer and Chief Financial Officer for the year ended 31 December 2023.

The declaration is made in accordance with a resolution of the Directors.

Robert Hill
Chairman

21 February 2024

Scott Wyatt
CEO and Managing Director

128

Viva Energy Group Limited – Annual Report 2023Independent auditor’s report

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Independent auditor’s report 

To the members of Viva Energy Group Limited 

Report on the audit of the financial report 

Our opinion 

In our opinion: 

The accompanying financial report of Viva Energy Group Limited (the Company) and its controlled 
entities (together the Group) is in accordance with the Corporations Act 2001, including: 

(a) 

giving a true and fair view of the Group's financial position as at 31 December 2023 and of its 
financial performance for the year then ended  

(b) 

complying with Australian Accounting Standards and the Corporations Regulations 2001. 

What we have audited 
The Group financial report comprises: 

• 
• 
• 
• 
• 
• 

• 

the consolidated statement of financial position as at 31 December 2023 

the consolidated statement of comprehensive income for the year then ended 

the consolidated statement of profit or loss for the year then ended 

the consolidated statement of changes in equity for the year then ended 

the consolidated statement of cash flows for the year then ended 

the notes to the consolidated financial statements, including material accounting policy 
information and other explanatory information  

the directors’ declaration. 

Basis for opinion 

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under 
those standards are further described in the Auditor’s responsibilities for the audit of the financial 
report section of our report. 

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

Independence 
We are independent of the Group in accordance with the auditor independence requirements of the 
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical 
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence 
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also 
fulfilled our other ethical responsibilities in accordance with the Code. 

PricewaterhouseCoopers, ABN 52 780 433 757 
2 Riverside Quay, SOUTHBANK  VIC  3006, GPO Box 1331, MELBOURNE  VIC  3001 
T: 61 3 8603 1000, F: 61 3 8603 1999 

Liability limited by a scheme approved under Professional Standards Legislation. 

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129

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Independent auditor’s report continued

Our audit approach 

An audit is designed to provide reasonable assurance about whether the financial report is free from 
material misstatement. Misstatements may arise due to fraud or error. They are considered material 
if individually or in aggregate, they could reasonably be expected to influence the economic 
decisions of users taken on the basis of the financial report. 

We tailored the scope of our audit to ensure that we performed enough work to be able to give an 
opinion on the financial report as a whole, taking into account the geographic and management 
structure of the Group, its accounting processes and controls and the industry in which it operates. 

Audit Scope 
Our audit focused on where the Group made subjective judgements; for example, significant 
accounting estimates involving assumptions and inherently uncertain future events. 

Key audit matters 

Key audit matters are those matters that, in our professional judgement, were of most significance in 
our audit of the financial report for the current period. The key audit matters were addressed in the 
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do 
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a 
particular audit procedure is made in that context. We communicated the key audit matters to the 
Audit and Risk Committee. 

Key audit matter 

How our audit addressed the key audit matter 

Business combination accounting 
(Refer to note 28) $223.9m 

Assisted by our PwC valuation experts in aspects of 
our work, our procedures included the following, 
amongst others: 

•  Evaluating the identification of the assets 

and liabilities acquired against the 
requirements of Australian Accounting 
Standards; 

•  Assessing the fair values of the acquired 

assets and liabilities recognised, including: 
o  Considering key assumptions used in 

estimating the fair values; 
o  Considering the valuation 

methodologies applied; and 

o  Assessing the competence, capability 
and objectivity of the Group’s experts. 

•  Considering the reasonableness of the 
business combination disclosures in 
accordance with the requirements of 
Australian Accounting Standards. 

The Group acquired the Coles Express Retail 
business on 1 May 2023, for total purchase 
consideration of $223.9m, as described in note 28 of 
the financial report.  

The accounting for the acquisition was a key audit 
matter because it was a significant transaction in the 
year given the financial and operational impacts on 
the Group. 

The Group made judgements when accounting for 
the acquisition, which included estimating the fair 
value of assets and liabilities acquired. The Group 
was assisted by an external valuation expert in this 
process. 

130

Viva Energy Group Limited – Annual Report 2023 
Key audit matter 

How our audit addressed the key audit matter 

Refining assets recoverable amount assessment 
(Refer to note 11) $767.9m 

Assisted by our PwC valuation experts in aspects of 
our work, our procedures included the following, 
amongst others: 

As at 31 December 2023, the Group’s property, plant 
and equipment includes refining assets with a net 
book value of $767.9m. 

Under Australian Accounting Standards, each period 
the Group is required to assess all property, plant 
and equipment for impairment indicators. As set out 
in note 11 of the financial report, the Group 
determined there to be an indicator of impairment in 
the current period and calculated the recoverable 
amount of the refining assets based on a value in 
use calculation.  

This was a key audit matter as the Group was 
required to make judgements on assumptions in the 
calculation of the recoverable amount. 

•

•

•

•

Evaluating the forecast cash flows used in 
the value in use calculation for consistency 
with the Group’s budget and business 
plan formally approved by the Board of 
Directors;
Assessing the Group’s historical ability to 
forecast cash flows by comparing budgets 
to reported actual results;
Assessing the appropriateness of the key 
assumptions that were applied in the 
value in use calculation; and
Considering the reasonableness of the 
disclosures in accordance with the 
requirements of Australian Accounting 
Standards.

Other information 

The directors are responsible for the other information. The other information comprises the 
information included in the annual report for the year ended 31 December 2023, but does not 
include the financial report and our auditor’s report thereon. 

Our opinion on the financial report does not cover the other information and accordingly we do not 
express any form of assurance conclusion thereon through our opinion on the financial report. We 
have issued a separate opinion on the remuneration report and a limited assurance conclusion on 
Subject Matter Information as detailed in our limited assurance report separately included within the 
annual report. 

In connection with our audit of the financial report, our responsibility is to read the other information 
and, in doing so, consider whether the other information is materially inconsistent with the financial 
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. 

If, based on the work we have performed on the other information that we obtained prior to the date 
of this auditor’s report, we conclude that there is a material misstatement of this other information, 
we are required to report that fact. We have nothing to report in this regard. 

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131

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Independent auditor’s report continued

Responsibilities of the directors for the financial report 

The directors of the Company are responsible for the preparation of the financial report that gives a 
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 
2001 and for such internal control as the directors determine is necessary to enable the preparation 
of the financial report that gives a true and fair view and is free from material misstatement, whether 
due to fraud or error. 

In preparing the financial report, the directors are responsible for assessing the ability of the Group 
to continue as a going concern, disclosing, as applicable, matters related to going concern and using 
the going concern basis of accounting unless the directors either intend to liquidate the Group or to 
cease operations, or have no realistic alternative but to do so. 

Auditor’s responsibilities for the audit of the financial report 

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that 
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that 
an audit conducted in accordance with the Australian Auditing Standards will always detect a 
material misstatement when it exists. Misstatements can arise from fraud or error and are 
considered material if, individually or in the aggregate, they could reasonably be expected to 
influence the economic decisions of users taken on the basis of the financial report. 

A further description of our responsibilities for the audit of the financial report is located at the 
Auditing and Assurance Standards Board website at: 
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our 
auditor's report. 

Report on the remuneration report 

Our opinion on the remuneration report 

We have audited the remuneration report included in the directors’ report for the year ended 31 
December 2023. 

In our opinion, the remuneration report of Viva Energy Group Limited for the year ended 31 
December 2023 complies with section 300A of the Corporations Act 2001. 

132

Viva Energy Group Limited – Annual Report 2023 
 
 
 
Responsibilities 

The directors of the Company are responsible for the preparation and presentation of the 
remuneration report in accordance with section 300A of the Corporations Act 2001. Our 
responsibility is to express an opinion on the remuneration report, based on our audit conducted in 
accordance with Australian Auditing Standards.  

PricewaterhouseCoopers 

Trevor Johnston 
Partner 

Melbourne 
21 February 2024 

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Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Disclosures

On 11 July 2018, the Company was granted certain waivers by ASX from ASX Listing Rule 10.1. The following information  
is required to be disclosed in the Annual Report by the terms of the waivers. 

Summary of material terms of certain supply agreements with affiliates  
of Vitol Holding B.V. 
Members of the Group and affiliates of Vitol Holding B.V. are parties to a number of contractual arrangements, including  
the following material contracts: 

•  Vitol Asia Pte Ltd (Vitol Asia) and Viva Energy SG Pte Ltd are parties to a fuel supply agreement dated 18 June 2018  

(Vitol Fuel Supply Agreement); 

•  Vitol Aviation BV (Vitol Aviation) and Viva Energy Aviation Pty Ltd (Viva Aviation) are parties to an agreement relating  

to the supply of aviation fuel dated 23 April 2018 (Vitol Aviation Fuel Supply Agreement); and 

•  Vitol Asia and Viva Energy Australia Pty Ltd are parties to a standard-form ISDA Master Agreement dated 13 August 2014 

(Hedge Agreement). 

Vitol Fuel Supply Agreement 

Overview 
Under the Vitol Fuel Supply Agreement, Vitol Asia agrees to supply to Viva Energy, and Viva Energy agrees to purchase  
(and to ensure that each other member of the VEA Group purchases) from Vitol, the following products: 

•  all of Viva Energy’s requirements for feedstock for its refining operations, including crude oil and condensate (Feedstock), 

subject to certain exceptions; and 

•  all of the hydrocarbon products (other than Feedstock) required by the VEA Group for its Australian operations, except  

for products produced by the VEA Group’s refining operations, products purchased under ‘buy-sell’ agreements with local 
refiners, and any lubricant products purchased from Shell Markets (Middle East) Limited under an Agreement for the Sale  
and Distribution of Lubricants (Shell Lubricants Agreement) (collectively, Product). 

Exclusivity arrangements 
Pursuant to the Vitol Fuel Supply Agreement, Viva Energy agrees that it will not (and will ensure that each other member of the 
VEA Group does not), except with the prior written consent of Vitol Asia but subject to certain exceptions, acquire product from 
any third party or acquire any interest in a third-party supplier of product which is inconsistent with Viva Energy’s obligations 
under the agreement. Further, Viva Energy agrees that if it or any member of the VEA Group wishes to sell any Products which 
are ultimately exported out of Australia, Vitol Asia shall be the sole and exclusive market interface for all such sales on terms to 
be mutually agreed. 

In addition, if any member of the Group at any time seeks to purchase any lubricants of the kind purchased by Viva Energy  
under the Shell Lubricants Agreement other than pursuant to the terms of that agreement, Vitol Asia shall, to the maximum 
extent permitted by law, be the exclusive supplier of such lubricants to Viva Energy on terms to be mutually agreed by the parties 
but based on the terms of the Vitol Fuel Supply Agreement. 

For the purposes of the above paragraphs, VEA Group means the Company and each of its direct and indirect holding companies 
and subsidiaries, and subsidiary undertakings and associated companies from time to time of such holding companies. 

Term and termination 
The initial term of the Vitol Fuel Supply Agreement is 10 years, which Vitol Asia may renew for a further period of five years  
and which, following such renewal, the parties may renew again for a further period of five years by mutual agreement1.

The Vitol Fuel Supply Agreement may be terminated in the following circumstances: 

•  by the non-defaulting party, if the defaulting party becomes insolvent or fails to pay any amount due under the agreement; 

•  by the non-defaulting party, if Vitol Asia fails to deliver, or Viva Energy fails to take delivery of, for reasons other than  

‘Force Majeure’, at least 75% of the aggregate quantities of Product nominated or agreed for delivery and receipt in a month  
for six or more consecutive months;

•  by either party giving not less than 12 months’ notice, if Vitol Asia announces that it intends to discontinue its Product trading 

business serving Australia; and 

•  by Vitol Asia, in the event of Viva Energy’s breach of certain of its obligations under the Vitol Fuel Supply Agreement  

(including its obligations under the exclusivity arrangements), any event of default or review event under Viva Energy’s 
financing arrangements, and certain other termination events. 

1.  Renewal of the Vitol Fuel Supply Agreement will be subject to shareholder approval, should ASX Listing Rule 10.1 apply at that time.

134

Viva Energy Group Limited – Annual Report 2023Pricing terms 
Under the Vitol Fuel Supply Agreement, the price for each delivery of Product is, or is determined by reference to, a price 
mutually agreed by the parties based on prevailing market conditions, the actual price at which the relevant Vitol entity acquired 
the Product or the average price in the relevant index for the Product plus reasonable financing and handling costs and the cost 
of freight and logistics, as well as applicable market and quality premiums/discounts. 

Procurement fee 
The parties have agreed that no procurement fee will be payable to Vitol Asia during the first five years of the term of the 
Vitol Fuel Supply Agreement. A procurement fee may be payable following this period, if mutually agreed by the parties and 
determined on the basis of prevailing market conditions. No procurement fee is payable for the period up to 31 December 2024.

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Title and risk 
Title to the Product in each shipment passes from Vitol Asia to Viva Energy as the Product passes on to the ship at the load port. 
All risk in the Product in each shipment passes to Viva Energy on and from that time. 

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Shortfall 
If, except to the extent that such was caused by Viva Energy, Vitol Asia is unable to source or deliver sufficient Product to meet any 
shipment that has been nominated by Viva Energy, then to the extent of such shortfall, Viva Energy may, with the prior written consent 
of Vitol Asia (not to be unreasonably withheld or delayed), enter into a short-term agreement for the supply of such Product shortfall. 

Guarantee 
Under a separate but related document, certain members of the Group (including Viva Energy Holdings Pty Ltd and Viva Energy 
Australia Group Pty Ltd) have guaranteed to Vitol Asia the due and punctual performance and observation by Viva Energy of its 
obligations under the Vitol Fuel Supply Agreement. The Company is a guarantor in respect of those obligations. 

Vitol Aviation Fuel Supply Agreement 
Overview 
Under the Vitol Aviation Fuel Supply Agreement: 

•  Viva Aviation agrees to provide refuelling services on behalf of Vitol Aviation to Vitol Aviation’s international customers that 
require such services (Refuelling Services) and, among other things, must establish and maintain or otherwise ensure access 
and use of facilities at airports necessary to deliver aviation fuel to Vitol Aviation’s customers; and 

•  Vitol Aviation is responsible for managing its international customer accounts in connection with the Refuelling Services. 

Term and termination 
The Vitol Aviation Fuel Supply Agreement remains in force until terminated in accordance with its terms, including for convenience 
by either party upon 12 months’ notice, such notice not to be given prior to the fourth anniversary of the commencement of  
the agreement2. 

The Vitol Aviation Fuel Supply Agreement may also be terminated in the following circumstances: 

•  where the other party commits a material breach of the agreement, which is not remedied; 

•  where the other party repudiates the contract; 

•  where an ‘Insolvency Event’ occurs in respect of the other party; or 

•  where the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 

Exclusivity 
Vitol Aviation agrees to not utilise any party other than Viva Aviation in the provision of services similar to the Refuelling Services 
within Australia, unless and except to the extent that Viva Energy is unable to perform the agreed services. 

Pricing 
Vitol Aviation and Viva Aviation must use reasonable endeavours to agree on a fuel rate and commission rate in connection 
with each customer tender. Viva Aviation must invoice Vitol Aviation on a monthly basis in respect of sales to Vitol Aviation’s 
customers, and Vitol Aviation is entitled to receive the agreed commission and fuel rate in respect of each such sale.

Hedge agreement 
Vitol Asia and Viva Energy Australia Pty Ltd are parties to a standard-form ISDA Master Agreement pursuant to which Viva Energy 
hedges the price risks associated with the volatility of crude oil pricing. Each member of the Group has provided a guarantee to 
Vitol Asia in respect of Viva Energy’s performance under this agreement. The agreement will remain on foot until terminated by 
agreement of the parties or otherwise in accordance with its terms. 

2.  Continuation of the Vitol Aviation Fuel Supply Agreement for any period beyond the 10-year anniversary of the Company’s listing on the ASX will be 

subject to shareholder approval, should ASX Listing Rule apply at that time.

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135

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Independent assurance statement

To the Board of Directors of Viva Energy Group Limited 

Independent Limited Assurance Report on identified Subject Matter 
Information in Viva Energy Group Limited’s Annual Report 2023 

The Board of Directors of Viva Energy Group Limited (Viva Energy Group) engaged us to perform an 
independent limited assurance engagement in respect of the identified Subject Matter Information in 
its Annual Report 2023 for the year ended 31 December 2023 (the Subject Matter Information).  

Subject Matter Information and Criteria 

We assessed the Subject Matter Information against the Criteria. The Subject Matter Information 
needs to be read and understood together with the Criteria. The Subject Matter Information is set out 
in the table below: 

Table 1 

Entity 
(consolidated) 

Subject Matter Information for the year ended 31 December 2023 unless 
otherwise stated 

Viva Energy 
Group Limited 

•  Total Recordable Injuries Frequency Rate (per million hours) – 7.20 
•  Total Tier 1 Process Safety Events – 1 
•  Total Tier 2 Process Safety Events – 2 
•  Significant spills – 6 

For the year ended 30 June 2023: 

•  Scope 1 and Scope 2 Total GHG emissions – 1,299,183 tCO2-e 

As at 31 December 2023: 

•  Female representation in Senior Leadership Team – 46% 

•  Total Lost Time Injuries – 19 
•  Total Lost Time Injuries Frequency Rate (per million hours) – 3.09 
•  Total Recordable Injuries Frequency Rate (per million hours) – 7.16 

Viva Energy 
Group Limited 
(excluding Viva 
Energy Retail 
Pty Ltd) 

The criteria used by Viva Energy Group to prepare the Subject Matter Information is set out within 
‘Glossary and Definitions’ on pages 140 to 141 of the Annual Report 2023 (the Criteria). 

The maintenance and integrity of Viva Energy Group’s website is the responsibility of management; 
the work carried out by us does not involve consideration of these matters and, accordingly, we accept 
no responsibility for any changes that may have occurred to the reported Subject Matter Information or 
Criteria when presented on Viva Energy Group’s website. 

PricewaterhouseCoopers, ABN 52 780 433 757  
2 Riverside Quay, SOUTHBANK  VIC  3006, GPO Box 1331 MELBOURNE VIC 3001 
T: +61 3 8603 1000, F: +61 3 8603 1999, www.pwc.com.au  

Liability limited by a scheme approved under Professional Standards Legislation. 

136

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
Our assurance conclusion is with respect to the year ended 31 December 2023, or for the period 
specified within Table 1, and does not extend to information in respect of earlier periods or to any 
other information included in, or linked from, the Annual Report 2023. 

Responsibilities of management 

Viva Energy Group management is responsible for the preparation of the Subject Matter Information in 
accordance with the Criteria. This responsibility includes:  

• 

• 

• 

determining appropriate reporting topics and selecting or establishing suitable criteria for 
measuring, evaluating and preparing the underlying Subject Matter Information;  

ensuring that those criteria are relevant and appropriate to Viva Energy Group and the intended 
users; and 

designing, implementing and maintaining systems, processes and internal controls over 
information relevant to the evaluation or measurement of the Subject Matter Information, which is 
free from material misstatement, whether due to fraud or error, against the Criteria. 

Our independence and quality control 

We have complied with the ethical requirements of the Accounting Professional and Ethical Standard 
Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) 
relevant to assurance engagements, which are founded on fundamental principles of integrity, 
objectivity, professional competence and due care, confidentiality and professional behaviour. 

Our firm applies Australian Standard on Quality Management ASQM 1, Quality Management for Firms 
that Perform Audits or Reviews of Financial Reports and Other Financial Information, or Other 
Assurance or Related Services Engagements, which requires the firm to design, implement and 
operate a system of quality management including policies or procedures regarding compliance with 
ethical requirements, professional standards and applicable legal and regulatory requirements. 

Our responsibilities 

Our responsibility is to express a limited assurance conclusion based on the procedures we have 
performed and the evidence we have obtained. 

Our engagement has been conducted in accordance with the Australian Standard on Assurance 
Engagements (ASAE 3000) Assurance Engagements Other Than Audits or Reviews of Historical 
Financial Information and ASAE 3410 Assurance Engagements on Greenhouse Gas Statements. 
Those standards require that we plan and perform this engagement to obtain limited assurance about 
whether anything has come to our attention to indicate that the Subject Matter Information has not 
been prepared, in all material respects, in accordance with the Criteria, for the year ended 31 
December 2023, or for the period specified within Table 1. 

The procedures performed in a limited assurance engagement vary in nature and timing from, and are 
less in extent than for, a reasonable assurance engagement and consequently the level of assurance 
obtained in a limited assurance engagement is substantially lower than the assurance that would have 
been obtained had a reasonable assurance engagement been performed. Accordingly, we do not 
express a reasonable assurance opinion. 

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137

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Independent assurance statement continued

In carrying out our limited assurance engagement our procedures included: 

•  Enquiring of relevant management of Viva Energy Group regarding the processes and controls for 
capturing, collating, calculating, and reporting the Subject Matter Information, and evaluating the 
design and operational effectiveness of selected controls;  

•  Testing the classification of incidents included within the calculation of the Subject Matter 

Information, on a sample basis, to relevant underlying records including medical records and 
incident reports; 

•  Testing the exposure hours used within the calculation of the Subject Matter Information, on a 

sample basis, to relevant underlying contractor and swipe card data;  

•  Testing the arithmetic accuracy of a sample of calculations of the Subject Matter Information;  

•  Assessing the appropriateness of the greenhouse gas emission factors and methodologies 

applied in calculating the Subject Matter Information;  

•  Assessing the appropriateness of a selection of estimates and assumptions applied by 

management in the preparation of the Subject Matter Information; 

•  Agreeing the Subject Matter Information to underlying data sources and calculations; 

•  Undertaking analytical procedures over the performance data utilised within the calculations and 

preparation of the Subject Matter Information; and 

•  Assessing the disclosure and presentation of the Subject Matter Information. 

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our 
conclusion. 

Inherent limitations 

Inherent limitations exist in all assurance engagements due to the selective testing of the information 
being examined. It is therefore possible that fraud, error or non-compliance may occur and not be 
detected. A limited assurance engagement is not designed to detect all instances of non-compliance 
of the Subject Matter Information with the Criteria, as it is limited primarily to making enquiries of 
management and applying analytical procedures. 

Additionally, non-financial data may be subject to more inherent limitations than financial data, given 
both its nature and the methods used for determining, calculating and estimating such data. The 
precision of different measurement techniques may also vary. The absence of a significant body of 
established practice on which to draw to evaluate and measure non-financial information allows for 
different, but acceptable, evaluation and measurement techniques that can affect comparability 
between entities and over time. In addition, GHG quantification is subject to inherent uncertainty 
because of evolving knowledge and information used in estimating emissions factors and the values 
needed to combine emissions of different gases. 

The limited assurance conclusion expressed in this report has been formed on the above basis. 

138

Viva Energy Group Limited – Annual Report 2023 
 
 
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Our limited assurance conclusion 

Based on the procedures we have performed, as described under ‘Our responsibilities’ and the 
evidence we have obtained, nothing has come to our attention that causes us to believe that the 
Subject Matter Information has not been prepared, in all material respects, in accordance with the 
Criteria for the year ended 31 December 2023, or for the period specified within Table 1. 

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Use and distribution of our report 

We were engaged by the board of directors of Viva Energy Group on behalf of Viva Energy Group to 
prepare this independent assurance report having regard to the Criteria specified by Viva Energy 
Group and set out within 'Glossary and Definitions' on pages 140 to 141 of the Annual Report 2023. 
This report was prepared solely for the Directors of Viva Energy Group for the purpose of providing 
limited assurance on the Subject Matter Information and may not be suitable for any other purpose. 

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We accept no duty, responsibility or liability to anyone other than Viva Energy Group in connection 
with this report or to Viva Energy Group for the consequences of using or relying on it for a purpose 
other than that referred to above. We make no representation concerning the appropriateness of this 
report for anyone other than Viva Energy Group and if anyone other than Viva Energy Group chooses 
to use or rely on it they do so at their own risk. 

This disclaimer applies to the maximum extent permitted by law and, without limitation, to liability 
arising in negligence or under statute and even if we consent to anyone other than Viva Energy Group 
receiving or using this report.  

PricewaterhouseCoopers 

Caroline Mara 
Partner 

Melbourne 
21 February 2024 

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139

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Glossary and definitions

Indicator or term Definition

Community 
Contribution

Community contribution consists of community partnerships, grants, customer donations, payroll donations, 
employee fundraising, fuel rebates for major community partners.

Emissions Intensity Measures the emissions intensity for the Geelong Refinery and is calculated as the operational emissions  
per unit energy of its high value products, for the period 1 July – 30 June. This is calculated by dividing the 
combined Scope 1 and Scope 2 emissions of the refinery, by the energy content of high value refinery products,  
and is expressed in t CO2-e/TJ. Scope 1 and 2 emissions are calculated in line with the National Greenhouse  
and Energy Reporting (NGER) (Measurement) Determination 2008.

Energy Intensity 
Index

Measures the energy intensity based on the Solomon Associates global refinery benchmarking Energy Intensity 
Index (EII®) Methodology. This is calculated by dividing the energy consumed by the energy standard for the 
specific individual refinery configuration. This data relates to the calendar year ended 31 December.

Environmental  
Non-Compliance

Number of incidents resulting in any failure to comply with an environmental law, regulation or permit 
requirement, which must be reported to the regulator; or breaches of a specific air emission or water discharge 
limit, even if reporting to the regulator is not required; or resulting in an official notice of violation, citation,  
fine or penalty.

Environmental  
Non-compliance 
Sanctions

Gender Pay Gap

Number of environmental non-compliance sanctions which occurred in the reporting year and resulted in the  
issue of a fine, prosecution, enforceable undertaking or impact on licence to operate. This number does not 
include any pending proceedings.

The gender pay gap represents the total remuneration pay gap (expressed as a percentage) between women 
and men. As calculated by the Workplace Gender Equality Agency (WGEA) Viva Energy Australia’s 2023 total 
remuneration gender pay gap was 10.8% (mean). In February WGEA published the median total remuneration 
pay gap (11.4%). As a result of this change in reporting methodology, the figure reported for 2022 is not directly 
comparable with previous reporting years. For more information on pay gap figures for the Group’s individual 
entities please refer to our WGEA reports at vivaenergy.com.au/investor-centre/company-reports.

Hazardous waste

Hazardous waste includes all waste that is defined as hazardous, toxic, dangerous, listed, priority, special,  
or some other similar term as defined by an appropriate regulatory agency or authority.

High Potential  
Near Miss Incident

Measures the sum of incidents that can result in injury, illness, damage to assets, the environment or Company 
reputation, or it can be a near miss. This can also include Life Saving Rule breaches where the potential 
consequence of major injury or greater was highly likely, or First Aid Cases that could have been a Total 
Recordable Injury in slightly different conditions.

Life Saving Rule 
Breach

Where one of the 12 Life Saving Rules has been breached by one or more individuals on a Viva Energy site or asset 
or during the course of work related activity for Viva Energy. This includes during business travel, whilst driving on 
Viva Energy related business and working on offsite assets.

Loss of Primary 
Containment 
(LOPC) >100kg

Measures the sum of incidents resulting in the uncontrolled or unplanned release of more than 100kg of material 
from a process or storage that serves as primary containment in accordance with API Recommended Practice 754. 
This number also includes spills to the environment, and spills that were contained on site.

Lost Time Injuries 
and Lost Time 
Injuries Frequency 
Rate

Lost Time Injuries measures the sum of work-related injuries sustained by employees and/or contractors resulting 
in a fatality or lost workday case as defined within 29 CFR Part 1904 and relevant standard interpretations issued  
by the Occupational Safety and Health Administration (together, the OSHA Standards). Lost Time Injuries 
Frequency Rate (LTIFR) is calculated as the number of Lost Time Injuries per one million exposure hours worked  
by employees and contractors in the 12 months reported.

PFAS

Per- and poly-fluoroalkyl substances (PFAS) are manufactured chemicals used for over 50 years in products 
including firefighting foams, pesticides, waterproofing and stain repellents.

Potable water 
consumption

Recycled water 
consumption

Seawater 
consumption

Measures the volume of potable freshwater withdrawn for the Geelong Refinery operations.

Measures the volume of recycled freshwater withdrawn for the Geelong Refinery operations.

Measures the total volume of seawater withdrawn from the environment for once-through cooling purposes  
for the Geelong Refinery operations.

140

Viva Energy Group Limited – Annual Report 2023Indicator or term Definition

Senior Leadership 
Group

The Senior Leader Group is selected senior, critical roles as defined by the executive team,  
and excludes members of the executive team.

Serious injury

Measures the sum of work-related incidents that resulted in hospitalisation, serious head injuries or burns,  
serious lacerations or lost time injuries exceeding five days.

Significant Spill

Measures the sum of incidents resulting in the uncontrolled or unplanned release of material greater than 1,000kg 
to the natural environment without secondary containment in alignment with API Recommended Practice 754.  
All spills are also counted as LOPC incidents.

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Spill to 
environment 
>100kg

Tier 1 and Tier 2 
Process Safety 
Events are defined  
as per API RP 754

Total Energy 
consumed

Number of incidents resulting in the release of material to the environment without secondary containment  
in accordance with API Recommended Practice 754. All spills are also counted as LOPC incidents.

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Number of Loss of Primary Containment (LOPC) Incidents defined as either a Tier 1 or Tier 2 Process Safety Events 
by API Recommended Practice 754 or OGP Asset Integrity KPI Guidance.

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Total consumption of energy, such as electricity, natural gas, crude oil and other hydrocarbon fuels or feedstocks, 
by facilities under the operational control of the Viva Energy Group for the year ending 30 June and measured in 
accordance with the National Greenhouse and Energy Reporting (Measurement) Determination 2008. This includes 
the consumption of energy through:
•  own-use;
•  losses in production, transmission; and storage;
•  the conversion of one form of energy to another form of energy (for example the conversion of refinery 

feedstocks and crude oil into finished products such as diesel oil and gasoline).

Total High  
Potential Near  
Miss Incidents

Measures the sum of incidents that can result in injury, illness, damage to assets, the environment or Company 
reputation, or it can be a near miss. This can also include Life Saving Rule breaches where the potential 
consequence of major injury or greater was highly likely, or First Aid Cases that could have been a Total 
Recordable Injury in slightly different conditions.

Total Recordable 
Injuries and Total 
Recordable Injuries 
Frequency Rate

Total Scope 1 
greenhouse  
gas emissions 
(tCO2-e)

Total Scope 2 
greenhouse  
gas emissions 
(tCO2-e)

Total Scope 3 
greenhouse  
gas emissions 
(tCO2-e)

Recordable Injuries measures the sum of injuries that include Medical Treatment Case, Restricted Work Case,  
Lost Time Injuries and Fatalities. Total Recordable Injuries Frequency Rate (TRIFR) is calculated as the number  
of Total Recordable Injuries per one million hours worked in the 12 months reported.

Scope 1 emissions are the direct release of greenhouse gas (GHG) emissions into the atmosphere as a result of 
Viva Energy Group’s direct operations for the period 1 July – 30 June. Estimates are prepared in accordance with 
the National Greenhouse and Energy Reporting Act 2007 (NGER Act), using emission factors from the National 
Greenhouse and Energy Reporting (Measurement) Determination 2008.

Scope 2 emissions are indirect greenhouse gas (GHG) emissions from the consumption of purchased electricity  
by the Viva Energy Group for the period 1 July – 30 June. Data is prepared in accordance with the NGER Act,  
using emission factors from the National Greenhouse and Energy Reporting (Measurement) Determination 2008.

Scope 3 emissions are indirect greenhouse gas (GHG) emitted as a consequence of the Viva Energy Group  
operations, but where the sources are owned or controlled by another organisation for the period 1 July – 30 June. 
The estimate is prepared referencing the GHG Protocol1 and IPIECA2 methodology where appropriate, and 
accounting for emissions related to the upstream extraction, processing and transport of process inputs,  
and the downstream distribution and combustion of sold products.

1.  Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard, World Resources Institute and World Business 

Council for Sustainable Development (2011).

2.  IPIECA Estimating petroleum industry value chain (Scope 3) greenhouse gas emissions guidelines (2016).

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Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional information

Voting rights 
Shareholders in the Company have a right to attend and vote at all general meetings in accordance with the Company’s 
Constitution, the Corporations Act 2001 (Cth) and the ASX Listing Rules. 

Substantial holders 
As at 5 February 2024, Viva Energy has two substantial holders who, together with their associates, hold 5% or more of the voting 
rights in the Company, as notified to the Company under the Corporations Act. 

Name
Perpetual Limited

Date of notice received
15 September 2023

VIP Energy Australia B.V.

18 September 2023

Number of shares
83,984,241

461,746,601

Percentage of capital
5.44%

29.90%

Distribution of shareholders and number of shares 
The following table shows the total number of shares on issue in the Company as at 5 February 2024 and the distribution  
of Viva Energy shareholders by the size of their shareholding

Size of holdings
1 – 1,000

1,001 – 5,000

5,001 – 10,000

10,001 – 100,000

100,001 and over 

Total

Total holders
4,149

Number of shares held
2,131,899

Percentage 
32.10

4,935

2,001

1,743

96

12,924

13,036,188

15,010,423

41,456,968

1,472,530,769

1,544,166,247

38.18

15.48

13.49

0.74

100.00

142

Viva Energy Group Limited – Annual Report 2023Top 20 shareholders 
The 20 largest registered shareholders as at 5 February 2024 are shown below.

1 HSBC CUSTODY NOMINEES

2 VIP ENERGY AUSTRALIA B. V

3 CITICORP NOMINEES PTY LIMITED

4

J P MORGAN NOMINEES AUSTRALIA

5 VIP ENERGY AUSTRALIA B V

6 NATIONAL NOMINEES LIMITED

7 ARGO INVESTMENTS LIMITED

8 BNP PARIBAS NOMS

9 HSBC CUSTODY NOMINEES

10 CITICORP NOMINEES PTY LIMITED

11 BNP PARIBAS NOMINEES PTY LTD

12 SCOTT WYATT

13 PACIFIC CUSTODIANS PTY LIMITED

14 CITICORP NOMINEES PTY LIMITED

15 HSBC CUSTODY NOMINEES

16 NEWECONOMY COM AU NOMINEES

17 BNP PARIBAS NOMS

18 BNP PARIBAS NOMS PTY LTD

19 UBS NOMINEES PTY LTD

20 NAVIGATOR AUSTRALIA LTD

Number of 
shares held
404,155,493

384,419,580

239,698,133

199,788,847

77,053,895

31,071,588

25,892,684

14,399,477

13,202,818

11,596,001

8,741,286

6,534,487

6,121,357

5,202,218

4,886,177

3,514,275

2,773,423

2,651,475

2,442,843

1,958,112

Percentage
26.17%

24.89%

15.52%

12.94%

4.99%

2.01%

1.68%

0.93%

0.86%

0.75%

0.57%

0.42%

0.40%

0.34%

0.32%

0.23%

0.18%

0.17%

0.16%

0.13%

Total

Balance of register

1,446,104,169

98,062,078

93.65%

6.35%

Grand total

1,544,166,247

100.00%

Holders with less than a marketable parcel 
As at 5 February 2024, there were 179 shareholders holding less than a marketable parcel of shares (A$500) based on the closing 
market price of $3.62.

Shares purchased on-market 
We purchase shares on-market for the purposes of our Employee Share Plan and for the purposes of our incentive plans.  
During the period (from 1 January 2023 to 5 February 2024) 4,273,843 shares were purchased on-market at an average price  
of $3.1041 per share. 

On-market buy-back 
On 24 August 2021, the Company announced its intention to conduct an on-market buy-back program. The program was 
completed on 31 May 2023. The Company bought back a total of 15,248,931 shares under this program. 

Unquoted equity securities 
As at 5 February 2024, the Company has on issue: 

•  3,260,059 Deferred Share Rights granted under the Company’s STIP and LTIP, held by 131 employees; and 

•  7,331,094 Performance Rights granted under the Company’s LTIP, held by 9 employees and one former employee.

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143

Viva Energy Group Limited – Annual Report 2023 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Historical information

For the years ended 31 December

FY2023

FY2022

FY2021

FY2020

FY2019

FY2018

Consolidated results ($M)
Revenue

Group Underlying EBITDA (RC)

Underlying EBITDA (RC) – Convenience & Mobility 

Underlying EBITDA (RC) – Commercial & Industrial 

Underlying EBITDA (RC) – Energy & Infrastructure

Underlying EBITDA (RC) – Corporate

Underlying NPAT (RC)

Distributable NPAT (RC)

Financial statistics:
Operating cash flow before capital expenditure ($M)

Capital expenditure ($M, net of govt contribution)

Net debt/(cash) ($M)

Earnings per share – basic (cents/share)

Earnings per share – diluted (cents/share)

Dividends per share paid (cents/share)

Other data:
Sales volume (ML)

Number of service stations3

Refining intake (MBBLs)

Geelong Refining Margin (US$/BBL)

1.  Includes $15.4M integration costs.

2.  Excludes special dividend of 5.94 cents per share.

26,741.1

26,432.6

15,900.0

12,409.9

16,541.6

16,395.1

712.8

232.2

447.5

65.4

(32.3)

318.3

344.1

743.4

$467.5 1

380.0

0.2

0.2

15.6

15,521

1,315

31.6

9.8

1,075.8

249.6

335.3

517.9

(27.0) 

596.6

596.6

1,094.8

278.4

(290.6) 

33.3

33.1

16.9

484.2

187.5

217.3

103.4

(24.0)

191.6

191.6

438.1

185.1

95.2

14.6

14.5

4.1

244.6

235.4

156.4

(127.9)

(19.3)

33.4

22.8

80.3

158.5

104.2

(1.9)

(1.9)

0.8 2

392.9

149.3

186.2

79.0

(21.6)

157.1

153.0

340.3

161.7

137.4

5.8

5.7

4.7

531.5

198.6

243.4

99.0

(9.5)

299.6

155.4

535.7

241.3

(0.2)

29.8

29.4

4.8

14,252

1,330

41.9

17.1

13,105

 1,345 

41.2

7.1

12,339

 1,339 

34.8

3.1

14,695

 1,292 

42.0

6.6

14,046

 1,255 

40.1

7.4

3.  Wholly-owned, dealer owned, Westside Petroleum and Liberty Platforms.

144

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Viva Energy Group Limited – Annual Report 2023 
Corporate directory

Registered office
Level 16, 720 Bourke Street 
Docklands, Victoria, Australia 3008

Telephone: 03 8823 4444

Share registry
Link Market Services Limited 
Tower 4, 727 Collins Street 
Melbourne, Victoria, Australia 3008

Telephone: 1300 554 474

Investor relations
investors@vivaenergy.com.au

Website
To view the 2023 Annual Report,  
2023 Corporate Governance Statement, 
shareholder and Company information, 
news announcements, financial reports, 
historical information and background 
information on Viva Energy, please visit 
our website at www.vivaenergy.com.au.

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Viva Energy Group Limited – Annual Report 2023