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Conclusion of agreement on the purchase of Slovnaft petrol stations
Report no. 96/20052005-09-28

The Management Board of Grupa LOTOS SA informed that on 28 September 2005, LOTOS Paliwa Sp. z o.o. (controlled by Grupa LOTOS SA in 100%) concluded a preliminary conditional agreement with Slovnaft Polska S.A. on the purchase of petrol stations. The transaction involves the organised enterprise unit of Slovnaft Polska S.A., comprising: 12 petrol stations in southern Poland in the area of strategic importance for LOTOS network and 2 undeveloped land plots designed for the construction of new petrol stations. LOTOS Paliwa can additionally work with Slovnaft Polska S.A.'s 10 franchisees. As part of the transaction, LOTOS Paliwa will employ 11 qualified staff members of Slovnaft Polska S.A. The agreement was concluded subject to a condition precedent - the acquisition of a concentration permit from the Office for Competition and Consumer Protection and transfer of the quoted price to a trust account. The obligations of the parties to the preliminary agreement will expire if the condition precedent is not met within 7 months from the conclusion of the preliminary agreement. The transaction will be financed by LOTOS Paliwa Sp. z o.o. from own funds from capital contributions made by Grupa LOTOS SA (as one of the objectives of Grupa LOTOS SA public offering) and a loan granted under a loan agreement concluded by LOTOS Paliwa Sp. z o.o. and the consortium of Bank Pekao S.A. and PKO BP S.A. in 2004. After the acquisition of 39 ESSO stations, the purchase of the organised enterprise unit of Slovnaft Polska S.A. is the next milestone in the PROSTA programme to develop a national network of petrol stations. As the result of the transaction, Grupa LOTOS will increase the number of own stations from 74 to 125, including the final agreement concluded with ExxonMobil Poland Sp. z o.o. LOTOS share of the retail market will increase to 8%. The net value of the transaction will reach EUR 15 million, i.e. around PLN 58 402,000. The average purchasing price of a petrol station is around EUR 1 244,000, i.e. PLN 4 843,000 according to the f/x rate quoted by the National Bank of Poland on 27 September 2005.