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Position of the Management Board of Grupa LOTOS S.A. on merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o.
Report no. 96/20052007-05-23

The Management Board of Grupa LOTOS S.A. hereby presents its position on the planned merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o., a wholly-owned subsidiary of Grupa LOTOS S.A. Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o. will be merged pursuant to Art. 492.1.1 of the Commercial Companies Code, through transfer of all assets of the target company to the acquiring company. As the acquiring company holds 100% of shares in the target company, the merger will be executed pursuant to Art. 515.1 of the Commercial Companies Code, i.e. without increasing the share capital of the acquiring company. The merger is executed as part of the restructuring of the LOTOS Group, aimed at streamlining its organisational structure. The objective of the restructuring programme is to provide the LOTOS Group with more operating flexibility and facilitate quicker response to changes in the market environment. The merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o. is an element of the restructuring of the sales division within the entire LOTOS Group and should not have a material effect on the consolidated financial results of the LOTOS Group. The Management Board of Grupa LOTOS S.A. believes that the merger is economically justified and, therefore, recommends adopting the resolution on the merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o. by the General Shareholders Meeting. The Management Board of Grupa LOTOS S.A. also reports that the Plan of Merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o., executed on February 27th 2007 and prepared in accordance with Art. 499.1 of the Commercial Companies Code, together with the attached documents referred to in Art. 499.2 of the Commercial Companies Code, was published in Current Report No. 9/2007 of February 28th 2007. On April 19th 2007, the Supervisory Board of Grupa LOTOS S.A. approved the merger of Grupa LOTOS S.A. and LOTOS Partner sp. z o.o. through the transfer of all assets of LOTOS Partner Sp. z o.o. to Grupa LOTOS S.A., to be carried out in accordance with the Plan of Merger approved by virtue of Resolution No. 21/VI/2007 of the Management Board of Grupa LOTOS S.A. of February 27th 2007. The draft resolutions included in the agenda of the Annual General Shareholders Meeting of Grupa LOTOS S.A. to be held on May 28th 2007, including the draft resolution concerning the merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o., were published in Current Report No. 20/2007 of May 17th 2007. Legal basis for submission of this report: Par. 19.3 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities, dated October 19th 2005.