Petroplus Announces Pricing of Convertible Bond



    Regulatory News:

    Petroplus Holdings AG (SWX: PPHN) announced today the pricing of a
    private placement of USD 500 million guaranteed convertible bonds due
    2013 (the "Bonds"). The Bonds will be issued by Petroplus Finance
    Limited (the "Issuer"), a Bermuda subsidiary of Petroplus Holdings AG,
    and be guaranteed by Petroplus Holdings AG and certain of its
    subsidiaries. The Bonds and guarantees will rank pari passu with the
    Issuer´s outstanding senior notes due 2014 and 2017 and will share in
    the same security as such notes. Holders who convert their Bonds will
    receive registered shares of Petroplus Holdings AG (the "Shares"). The
    Shares underlying such conversions will be sourced from conditional
    share capital of Petroplus Holdings AG or existing shares, at the
    election of Petroplus Holdings AG.

    The Bonds will carry a coupon of 3.375% per annum, payable
    semi-annually in arrears. The Conversion Price is CHF 85.18. This
    corresponds to a conversion premium of 39% over a reference price of
    CHF 61.28 per Share. The US$/CHF exchange rate at pricing was 1.02.
    The settlement of the Bonds is expected to take place on or around 26
    March 2008.

    Proceeds from the placement will be used to fund a portion of the
    purchase price of the acquisition of the Petit Couronne and Reichstett
    Vendenheim refineries and for general corporate purposes.

    The Issuer and Petroplus Holdings AG have agreed to a 90 day lock
    up period with respect to any issuance, offer or sale of like
    convertible securities, Shares and options or the announcement to do
    any of the foregoing (subject to certain exceptions). Petroplus
    Holdings AG intends to make an application for listing the Bonds on
    the SWX Swiss Exchange.

    Petroplus Holdings AG is the largest independent refiner and
    wholesaler of petroleum products in Europe. Petroplus focuses on
    refining and currently owns and operates five refineries across
    Europe: the Coryton refinery on the Thames Estuary in the United
    Kingdom, the Ingolstadt refinery in Ingolstadt, Germany, the Belgium
    Refining Company refinery in Antwerp, Belgium, the Cressier refinery
    in the canton of Neuchatel, Switzerland, and the Teesside refinery in
    Teesside, United Kingdom. The refineries have a combined throughput
    capacity of approximately 625,000 bpd. Petroplus has signed a letter
    of intent to acquire the Petit Couronne and Reichstatt refineries,
    located in France, from Shell International Petroleum Company Limited.
    The refineries have a total nameplate crude capacity of 239,000
    barrels per day. Further information is available at
    www.petroplusholdings.com.

    NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES (OR TO US
    PERSONS), CANADA, AUSTRALIA, JAPAN OR ITALY.

    THIS ANNOUNCEMENT IS NOT AN OFFER OF THE BONDS OR THE SHARES TO
    THE PUBLIC AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION,
    DIRECTLY OR INDIRECTLY INTO OR IN THE UNITED STATES (OR TO US
    PERSONS), AUSTRALIA, CANADA, ITALY OR JAPAN OR IN ANY OTHER
    JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY ANY
    APPLICABLE LAW.

    THIS ANNOUNCEMENT IS NEITHER A PUBLIC OFFERING OF SECURITIES IN
    SWITZERLAND NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
    OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE
    SECURITIES REFERRED TO HEREIN (INCLUDING THE BONDS AND THE SHARES OF
    THE GUARANTOR) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
    SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS
    OF ANY STATE WITHIN THE U.S., AND MAY NOT BE OFFERED OR SOLD IN THE
    UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS,
    EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE
    EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
    ANY STATE SECURITIES LAWS. THIS ANNOUNCEMENT AND THE INFORMATION
    CONTAINED HEREIN MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED
    STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE
    SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND
    SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS
    WITH A GENERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE
    BONDS IS BEING MADE IN THE UNITED STATES. IN SWITZERLAND, ANY OFFERING
    OF BONDS WILL BE FOR A LIMITED AND SELECTED CIRCLE OF OFFEREES ONLY.

    ANY OFFER OF SECURITIES TO THE PUBLIC THAT MAY BE DEEMED TO BE
    MADE PURSUANT TO THIS ANNOUNCEMENT IN ANY E.E.A. MEMBER STATE THAT HAS
    IMPLEMENTED E.U. DIRECTIVE 2003/71/EC (TOGETHER WITH ANY APPLICABLE
    IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS DIRECTIVE")
    IS ADDRESSED SOLELY TO QUALIFIED INVESTORS (WITHIN THE MEANING OF THE
    PROSPECTUS DIRECTIVE) IN THAT MEMBER STATE.

    IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT
    CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE
    OFFERING, IS DIRECTED EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL
    EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE
    19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
    ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) ("THE ORDER")
    OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
    WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C)
    OTHER PERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF
    SECTION 21 OF FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH
    PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
    ACCORDINGLY, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT
    CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE
    OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
    RELEVANT PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
    THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
    WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

    IN CONNECTION WITH THE PLACEMENT OF THE BONDS, CREDIT SUISSE AS
    STABILISING MANAGER OR ANY PERSON ACTING ON ITS BEHALF, MAY OVER-ALLOT
    AND EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
    THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
    HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR
    PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY
    STABILISATION ACTION, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST
    END NO LATER THAN THE DAY PRECEDING THE CLOSING DATE.