Grupa LOTOS S.A. - Annual Report 2010

⁽¹⁾ Until July 23rd 2009, LOTOS Gaz S.A. controlled KRAK-GAZ Sp. z o.o., a subsidiary. On April 30th 2009, KRAK-GAZ Sp. z o.o. filed a bankruptcy petition with the District Court for Kraków Śródmieście, VIII Commercial Division for Bankruptcy and Recovery. On July 23rd 2009, the District Court for Kraków Śródmieście, VIII Commercial Division for Bankruptcy and Recovery, resolved to declare KRAK-GAZ Sp. z o.o.’s bankruptcy by liquidation of the company’s assets. On January 10th 2011, the General Shareholders Meeting of LOTOS Gaz S.A. adopted a resolution to dissolve LOTOS GAZ S.A. by liquidation.

⁽²⁾ On May 6th 2010, a change in the company’s legal form (from a joint-stock company to a limited liability company) was registered. Currently the company operates under the name LOTOS Ekoenergia Sp. z o.o.

⁽³⁾ On August 12th 2009, the registered office of LOTOS Tank Sp. z o.o. was relocated from Jasło to Gdańsk.

⁽⁴⁾ On July 9th 2009, an agreement was signed providing for the acquisition by the State Treasury of Grupa LOTOS S.A. shares. In exchange, the State Treasury made non-cash contributions to Grupa LOTOS S.A. in the form of 30.32% of shares in LOTOS Petrobaltic S.A., 5% of shares in LOTOS Czechowice S.A. and 5% of shares in LOTOS Jasło S.A.

⁽⁵⁾ By December 31st 2020, Grupa LOTOS S.A. acquired from non-controlling interests an additional 12.51% of shares in LOTOS Czechowice S.A. and 13.11% of shares in LOTOS Jasło S.A.

⁽⁶⁾ On March 31st 2010, a change in the name of Przedsiębiorstwo Poszukiwań i Eksploatacji Złóż Ropy i Gazu Petrobaltic Spółka Akcyjna to LOTOS Petrobaltic Spółka Akcyjna (abbreviated name: LOTOS Petrobaltic S.A.) was entered in the National Court Register.
⁽⁷⁾ On November 20th 2009, the then shareholders of LOTOS Park Technologiczny Sp. z o.o. sold their shares to LOTOS Park Technologiczny Sp. z o.o.:
- Grupa LOTOS S.A. – 9,400 shares out of the total of 9,500 shares held,
- LOTOS Czechowice S.A. - the entire stake of 12,314 shares,
- LOTOS Jasło S.A. - the entire stake of 9,866 shares,
- LOTOS Serwis Sp. z o.o. - the entire stake of 2,834 shares,
- Partner Holding Management Sp. z o.o. - the entire stake of 100 shares.
LOTOS Park Technologiczny Sp. z o.o. acquired its own shares with a view to their voluntary retirement by way of reduction of the share capital. Following the transaction, the shareholder structure of LOTOS Park Technologiczny Sp. z o.o. was as follows:
- LOTOS Park Technologiczny Sp. z o.o. – 99.71%,
- Grupa LOTOS S.A. – 0.29%.
Grupa LOTOS S.A. retained control over LOTOS Park Technologiczny Sp. z o.o. given the GM powers vested in Grupa LOTOS S.A. as the only shareholder. On March 31st 2010, reduction in the share capital of LOTOS Park Technologiczny Sp. z o.o. to PLN 50 thousand was registered. The share capital of LOTOS Park Technologiczny Sp. z o.o. is divided into 100 shares. Following registration of the changes in the National Court Register, Grupa LOTOS S.A. holds a 100% stake in LOTOS Park Technologiczny Sp. z o.o.

⁽⁸⁾ The shareholding changes described in item (4) above led to changes in the LOTOS Group’s indirect interests in the share capitals of the subsidiaries of Petrobaltic S.A. (currently LOTOS Petrobaltic S.A.), LOTOS Czechowice S.A. and LOTOS Jasło S.A.

⁽⁹⁾ The shareholding changes described in item (5) above led to changes in the LOTOS Group’s indirect interests in the share capitals of the subsidiaries of LOTOS Czechowice S.A. and LOTOS Jasło S.A.

⁽¹⁰⁾ On November 5th 2010, Grupa LOTOS S.A. acquired from LOTOS Czechowice S.A. one share in LOTOS Biopaliwa Sp. z o.o., representing 0.005% of the company’s share capital, and one share in RCEkoenergia Sp. z o.o., representing 0.005% of the company’s share capital.

⁽¹¹⁾ On March 1st 2009, LOTOS Biopaliwa Sp. z o.o. commenced operations.

⁽¹²⁾ In May – June 2008 and January – December 2009, LOTOS Jasło S.A. acquired shares in PLASTEKOL Organizacja Odzysku S.A. As a result of the transactions, LOTOS Jasło S.A.’s share in the share capital of PLASTEKOL Organizacja Odzysku S.A. increased to 95.5%.

⁽¹³⁾ On November 15th 2010, the share capital of LOTOS Exploration and Production Norge AS was increased by NOK 1. The new share in the company with a par value of NOK 1 (the equivalent of PLN 0.4822 as translated using the NOK mid exchange rate quoted by the National Bank of Poland for November 15th 2010) was acquired by Grupa LOTOS S.A.

⁽¹⁴⁾ On November 27th 2009, LOTOS Petrobaltic S.A. acquired control over Energobaltic Sp. z o.o.

⁽¹⁵⁾ On January 25th 2010, relocation of Energobaltic Sp. z o.o.’s registered office from Gdańsk to Władysławowo was registered.

⁽¹⁶⁾ On December 9th 2010, Grupa LOTOS S.A. entered into an agreement with LOTOS Petrobaltic S.A. on sale of 5,876 shares in UAB LOTOS, representing 100% of the company’s share capital.
  

⁽¹⁾ employee shares – 2.45%

⁽²⁾ employee shares – 1.88%

⁽³⁾ other shareholders – 4.5%

⁽⁴⁾ State Treasury – 0.01%, employee shares – 0.67%

⁽⁵⁾ UAB Meditus – 59.41%

Additionally, Grupa LOTOS S.A. holds 8.97% of shares in P.P.P.P. NAFTOPORT Sp. z o. o. (a company of the PERN Przyjaźń group of Płock)