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Signing of the material agreement between LOTOS Paliwa Sp. z o.o. and ExxonMobil Poland Sp. z o.o.
Report no. 96/20052005-08-24

The Management Board of LOTOS SA informs that on 24 August 2005 LOTOS Paliwa Sp. z o.o. (the company in 100% controlled by Grupa LOTOS SA) concluded the preliminary conditional contract on the purchase of ESSO petrol station network in Poland from ExxonMobil Poland Sp. z o.o. The subject of transaction is the organised part of ExxonMobil Poland Sp. z o.o. that comprises in particular: - 39 petrol stations, including the real estate being subject to the right of ownership, perpetual usufruct or long-term lease, - 14 non-built-up real estate earmarked for the erection of the new petrol stations, being subject to the right of ownership, perpetual usufruct, including 3 purchase options. Under the transaction, LOTOS Paliwa Sp. z o.o. shall also take over 24 ExxonMobil Poland Sp. z o.o. employees engaged so far in the development of ESSO petrol station network in Poland. Net purchase price for the organised part of the company amounts to PLN 278 500 000, including PLN 250 700 000 for 39 stations, i.e. PLN 6.4 million for a station. In addition, LOTOS Paliwa Sp. z o.o. undertook to purchase, for an additional remuneration, the assets that constitute current assets related to the current business activity of the stations that are taken over, including, among others, fuel supplies, agent fees, card transactions and other. Obtaining relevant transaction approval from the Office of Competition and Consumer Protection as well as relevant certificates of no tax and social insurance arrears are conditions necessary for signing a final contract. The final contract shall be signed as soon as these conditions are met, but not earlier than after six weeks following signing of the preliminary contract. Obligations of the parties to the preliminary contract expire if the conditions precedent are not met within 16 weeks after signing the preliminary contract. In addition, transaction covers national and international cooperation between Grupa LOTOS SA and ExxonMobil relating to services offered to ESSO customers at LOTOS stations in Poland and LOTOS customers out of Poland, who refuel with the use of fleet cards at the stations accepting ESSO card in many European countries. Transaction also foresees the possibility of continuing the loyalty programme for the individual clients of ESSO stations. Transaction shall be financed by LOTOS Paliwa Sp. z o.o. from its own resources, generated from additional equity contributions made by Grupa LOTOS SA that are one of the public issue objectives and from credit on the basis of the credit agreement signed in 2004 between LOTOS Paliwa Sp. z o.o. and Bank Pekao S.A. and PKO BP S.A. banking consortium. In 2004 ExxonMobil Poland Sp. z o.o. sold, in the network of 39 stations, 204 million litres of fuel, i.e. on average circa 5.2 m litre per station annually. The above transaction is one of milestones in the implementation of the programme of developing the nationwide “PROSTA” petrol station network, being an element of the strategy of developing Grupa LOTOS SA fuel sales. The programme has been one of the strategic objectives of the Management Board of Grupa LOTOS SA that implements the strategy of developing vertically integrated nationwide oil company. The agreement execution shall result in a substantial increase in the number of Grupa LOTOS S.A.’s own petrol stations from 74 now to 113, and upon the erection of the stations on the real estate purchased under the real estate transaction, to 127. Therefore, the total number of the stations managed by LOTOS Paliwa shall increase from 346 to 385 stations, and the share of LOTOS network in the retail market, due to taking over of ExxonMobil network, shall grow by circa 1.5 % to 7.5 %. The agreement is considered to be material as the total value of the agreements signed within the last 12 months between the group of companies - Grupa LOTOS SA and ExxonMobil Sp. z o.o. amounted to PLN 480 000 000 and thus exceeded 10% of Grupa LOTOS S.A.’s equity. The agreement on the purchase of ESSO petrol station network is the most substantial of all the mentioned agreements. Agreement value in PLN thousands: 278 500.00