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 20232023 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 2023Our 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 2023a
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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 2023With 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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Defence
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Support transition
to renewable
and lower carbon
fuels (SAF and
Renewable
Diesel)
Construction
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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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 2023Energy & 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 2023Sustainability 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 2023Opt-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 2023A 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
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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
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Total Tier 2
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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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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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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 2023Our 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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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 2023Dat 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 2023Amanda 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 2023Strategic 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 2023Strategic 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 $4.6M gain on bargain purchase.
Group results on a HC basis are calculated in accordance
with International Financial Reporting Standards (IFRS)
and show the cost of goods sold at the actual prices paid
by the business using a first-in-first-out (FIFO) accounting
methodology. As such, HC accounting includes gains and
losses resulting from timing differences between purchases
and sales of inventory and the rise and fall of oil and product
prices during that time. Gains and losses arising from the
rise and fall of oil and product prices are typically offset by
a change in working capital because of the higher or lower
cost to replenish inventory. RC accounting is a non-IFRS
unaudited measure under which the cost of goods sold
is calculated on the basis of theoretical new purchases
of inventory instead of the historical cost of inventory.
As a result, it removes the effect of timing differences to
enable users of the financial information to more consistently
assess the underlying performance of the business.
1. Subject to FIRB approval.
32
Viva Energy Group Limited – Annual Report 2023Summary statement of profit and loss
($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 20232. 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 2023Summary 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
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 $3.8M in net profit after tax for the year.
38
Viva Energy Group Limited – Annual Report 2023Summary statement of cash flows
($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 2023a
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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 20231.
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
60
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 20232021-2023 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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45
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 20233.4. 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%
26%
17.5%
33%
33%
16%
CEO
Scott Wyatt
17.5%
CEO, C&M
Jevan Bouzo
16%
40%
40%
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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47
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 2023R
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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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49
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 2023Performance
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 20235. 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
w
o
e
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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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55
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 20236. 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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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 20238. 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 20239.2. 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 2023Directors’ 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 2023Rights 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 2023Auditor’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 2023Consolidated 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 2023Consolidated 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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18.2
(7.1)
(235.4)
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11.9
25.3
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(18.0)
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(59.7)
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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 2023The 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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• 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 20233. 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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(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
$M
1,075.8
(170.1)
310.4
126.5
–
0.8
2.2
(6.5)
5.2
(404.2)
(208.3)
731.8
Viva Energy Group Limited – Annual Report 2023(c) Capital expenditure
Convenience & Mobility
Commercial & Industrial
Energy & Infrastructure
Total capital expenditure
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$M
59.3
72.8
360.6
492.7
2022
$M
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 $236.7 million over the year was driven primarily by the increased volume on hand
of finished product to support inventory management requirements, and a result of the Coles Express acquisition to establish
a convenience offering, with the Group now carrying non-fuel convenience products within its inventory balance.
82
Viva Energy Group Limited – Annual Report 20236. Cash and cash equivalents
Cash on hand and in transit
Cash at bank
Total cash and cash equivalents
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$M
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 2023Movements 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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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
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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 2023Minimum 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 202316. 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 202317. 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 2023Capital 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 2023Financial 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 202322. 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 $2.741. In line with
accounting standard requirements, the costs associated with the share buy-back program, such as broker commission and legal
fees, are also captured in the Capital Redemption Reserve.
100
Viva Energy Group Limited – Annual Report 202323. Dividends declared and paid
Dividends determined and paid during the year
Fully franked dividend relating to the prior period
Interim fully franked dividend
Dividends determined and paid during the year
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$M
206.1
131.3
337.4
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$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
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(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 202325. 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 2023The 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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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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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 2023Name 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 202329. 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 2023Other 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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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 2023ASSETS
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 2023Changes 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 202335. 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 2023The 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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125
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 2023R
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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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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 2023Independent 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.
•
•
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•
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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133
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 2023Pricing 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 2023Indicator 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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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 2023Top 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 $3.1041 per share.
On-market buy-back
On 24 August 2021, the Company announced its intention to conduct an on-market buy-back program. The program was
completed on 31 May 2023. The Company bought back a total of 15,248,931 shares under this program.
Unquoted equity securities
As at 5 February 2024, the Company has on issue:
• 3,260,059 Deferred Share Rights granted under the Company’s STIP and LTIP, held by 131 employees; and
• 7,331,094 Performance Rights granted under the Company’s LTIP, held by 9 employees and one former employee.
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Viva Energy Group Limited – Annual Report 2023
Historical information
For the years ended 31 December
FY2023
FY2022
FY2021
FY2020
FY2019
FY2018
Consolidated results ($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.
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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