The LOTOS Group

The LOTOS Group

Organisational chart of the LOTOS Group
31 December 2009

Organisational chart of the LOTOS Group

 

(1) matching shares – 14.96%
(2) LOTOS Park Technologiczny Sp. z o.o. – 99.71% (own shares acquired for redemption)
(3) matching shares – 14.99%
(4) other shareholders – 4.5%
(5) State Treasury – 0.01%, matching shares – 0.67%
(6) UAB 'Meditus'" – 59.41%.


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

Entities in which Grupa LOTOS has direct or indirect capital holdings or holds voting rights:

Entity Registered Office Subject of activities Method of share pricing/ consolidation

Direct/Indirect per cent share of the Group in the share capital

31 Dec 2009 31 Dec 2008
Parent entity
Grupa LOTOS S.A. Gdańsk Manufacture and processing of petroleum refining products (mostly fuels) and wholesale of such products not applicable not applicable not applicable
Direct subsidiaries
LOTOS Paliwa
Sp. z o.o.
Gdańsk Wholesale and retail of fuels, light heating oil, management of LOTOS petrol station chain  full 100.00% 100.00%
LOTOS Gaz S.A.(1) Mława Manufacture, retail and wholesale of LPG. At present the Company is not engaged in any operations full 100.00% 100.00%
LOTOS Oil S.A. Gdańsk PManufacture and sale of lubricant oils, lubricants and domestic sale of base oils full 100.00% 100.00%
LOTOS Asfalt
Sp. z o.o.
Gdańsk Manufacture and sale of bitumen full 100.00% 100.00%
LOTOS Ekoenergia S.A. Gdańsk The Company has not started operations yet full 100.00% 100.00%
LOTOS Kolej
Sp. z o.o.
Gdańsk Railway transport full 100.00% 100.00%
LOTOS Serwis
Sp. z o.o.
Gdańsk Maintenance of mechanical and electrical traffic, instrumentation and control; repairs full 100.00% 100.00%
LOTOS Lab 
Sp. z o.o.
Gdańsk Laboratory analyses full 100.00% 100.00%
LOTOS Straż
Sp. z o.o.
Gdańsk Fire safety full 100.00% 100.00%
LOTOS Ochrona
Sp. z o.o.
Gdańsk Personal and property security services full 100.00% 100.00%
LOTOS Parafiny
Sp. z o.o.
Jasło Sale and manufacture of paraffin mass full 100.00% 100.00%
LOTOS Tank
Sp. z o.o.
Gdańsk(2) Wholesale of petroleum products full 100.00% 100.00%
LOTOS Czechowice S.A.
(has its own capital group)
Czechowice-Dziedzice Storage and distribution of fuels full 85.04%(3) 80.04%
LOTOS Jasło S.A.
(has its own capital group)
Jasło Services related to distribution of petroleum derivative products, fuel storage, setting up and maintaining fuel reserves, manufacture and processing of petroleum refining products and retail and wholesale of such products full 85.01%(3) 80.01%
Petrobaltic S.A.(4)
(has its own capital group)
Gdańsk Acquisition and exploitation of petroleum and gas deposits full 99.32%(3) 69.00%
UAB LOTOS Baltija Vilnius, Lithuania Retail and wholesale of lubricant oils in Lithuania, Belarus, Ukraine and Latvia, trade and legal consultancy since Jan 2009 full 100.00% 100.00%
LOTOS Park Technologiczny
Sp. z o.o.
Jasło Business and management consultancy services. At present the Company is not engaged in any operations full 0.29%(5) 86.91%
Indirect subsidiaries
RCEkoenergia
Sp. z o.o.
Czechowice-Dziedzice Services full 85.04%(6) 80.04%
LOTOS Biopaliwa
Sp. z o.o.
Czechowice-Dziedzice Manufacture of fatty acid methyl ester (FAME) (7) full 85.04%(7) 80.04%
RCSerwis 
Sp. z o.o.
Czechowice-Dziedzice Services -(8) -(9) 86.91%
PLASTEKOL Organizacja Odzysku S.A. Jasło Services full 81.18%(6,10) 66.81%(10)
KRAK - GAZ Sp. z o.o. in liquidation bankruptcy Kraków Retail and wholesale of LPG -(1) -(1) 100.00%
Miliana Shipping Company Ltd. Cyprus Services full 99.32 %(6) 68.93%
LOTOS Exploration and Production Norge AS Stavanger Norway Petroleum exploration and exploitation on the Norwegian continental shelf; provision of services related to petroleum exploration and exploitation. The Company started operations in November 2007 full 99.32%(6) 69.00%(11)
Aphrodite Offshore Services N.V. Curacao, the Netherlands Antilles Services full 99.32%(6) 69.00%
Energobaltic Sp. z o.o. Gdańsk(13) Manufacturing activities full(12) 99,32% 32.16%

(1) By 23 July 2009 LOTOS Gaz controlled the KRAK-GAZ subsidiary.  As at 30 April 2009, KRAK-GAZ applied for bankruptcy to the District Court for Kraków-Śródmieście 8th Economic Division competent for bankruptcy and recovery proceedings. As at 23 July 2009, the District Court for Kraków-Śródmieście 8th Economic Division competent for bankruptcy and recovery proceedings issued a decision declaring bankruptcy through the liquidation of KRAK-GAZ assets.

(2) As at 12 August 2009, the main offices of LOTOS Tank were moved from Jasło to Gdańsk.

(3) As at 9 July 2009, an agreement for acquiring shares in Grupa LOTOS by the Treasury was signed. In return, the Treasury made a non-pecuniary contribution to Grupa LOTOS comprising 30.32% shares in Petrobaltic, 5% shares in LOTOS Czechowice and 5% shares in LOTOS Jasło.

(4) As at 31 March 2010, the National Court Register recorded a change in the trading name from Przedsiębiorstwo Poszukiwań i Eksploatacji Złóż Ropy i Gazu “Petrobaltic” Joint-Stock Company to LOTOS Petrobaltic Joint-Stock Company, abbreviated to LOTOS Petrobaltic S.A.

(5) As at 20 November 2009, the existing shareholders of LOTOS Park Technologiczny transferred the following shares to LOTOS Park Technologiczny:

  • Grupa LOTOS – 9,400 shares out of 9,500,
  • LOTOS Czechowice – all the 12,314 shares,
  • LOTOS Jasło – all the 9,866 shares,
  • LOTOS Serwis – all the 2,834 shares,
  • Partner Holding Management Sp. z o.o. – all the 100 shares.

 

LOTOS Park Technologiczny acquired its own shares for voluntary redemption by means of reducing the share capital. The structure of LOTOS Park Technologiczny shareholders after the transaction:

  • LOTOS Park Technologiczny – 99.71%,
  • Grupa LOTOS – 0.29%.

 

Grupa LOTOS controls LOTOS Park Technologiczny, based on the rights of the Meeting of Shareholders held by Grupa LOTOS as the sole shareholder entitled to the rights in shares. As at 31 March 2010, reduction in the share capital of LOTOS Park Technologiczny to PLN 50,000 was registered. The share capital of LOTOS Park Technologiczny is divided into 100 shares. After registration of the changes in the National Court Register, the share of Grupa LOTOS in the share capital of LOTOS Park Technologiczny is 100%.

(6) Equity changes referred to in point (3) affected the indirect per cent share of the Group in the share capital of subsidiaries of Petrobaltic S.A. (currently LOTOS Petrobaltic), LOTOS Czechowice and LOTOS Jasło.

(7) As at 1 March 2009, LOTOS Biopaliwa commenced  business activity.

(8) Shares contributed in kind as at 2 January 2006, by LOTOS Czechowice Capital Group to LOTOS Park Technologiczny.

(9) As at 6 November 2009, LOTOS Park Technologiczny sold 100% of RC Serwis shares to a third party for PLN 1,800,000. As a result of this transaction, the Group achieved profit of PLN 688,000.

(10) From May to June 2008 and January to December 2009 LOTOS Jasło purchased shares of PLASTEKOL Organizacja Odzysku S.A. Following the transactions, the share of LOTOS Jasło in the share capital of PLASTEKOL Organizacja Odzysku grew to 95.5%.

(11) As at 19 May 2008, the Management Board of Petrobaltic decided to commence the procedure of increasing the share capital and taking up 80% of shares in LOTOS Exploration and Production Norge AS by Petrobaltic. Petrobaltic paid for 32 million of  new shares with cash, for the price equal to their nominal  value, i.e. NOK 32 mln. (i.e. PLN 13,782,000 thsd at the average exchange rate published for NOK by NBP as at 19 May 2008). As at 12 June 2008, the LOTOS Group entered into a transfer agreement with Petrobaltic for 8 million shares in LOTOS Exploration and Production Norge, accounting for 20% of the share capital of the company. The shares being the subject of the agreement, with the total nominal  value of NOK 8 mln (i.e. PLN 3,376,000 thsd at the average exchange rate published for NOK by NBP on 12 June 2008 ), entitling to 8 million votes, are equal, indivisible and account for 20% of the share capital of LOTOS Exploration and Production Norge. As a result of the transaction, Petrobaltic became the owner of 40 million  shares accounting for 100% of the share capital of LOTOS Exploration and Production Norge.

(12) As at 27 November 2009, Petrobaltic took  control over Energobaltic.

(13) As at  25 January 2010, the change of the registered office of Energobaltic from Gdańsk to Władysławowo was registered.

As at 31 December 2009, Grupa LOTOS indirectly held 40.31% of the share capital of its affiliate, GK AB Geonafta.

As at 31 December 2009 and 31 December 2008, the share in the total number of votes held by Grupa LOTOS in subsidiaries is equal to the Company’s share in the capitals of those entities, except for the share in LOTOS Park Technologiczny.