Conclusion of Final Agreement between LOTOS Paliwa Sp. z o.o. and Slovnaft Polska S.A.
Report no. 96/20052006-03-10

In connection with Current Report No. 76/2005 of September 28th 2005, concerning the conclusion by LOTOS Paliwa Sp. z o.o. (wholly owned by Grupa LOTOS S.A.) of a preliminary conditional agreement on acquisition of a network of Slovnaft service stations in Poland from Slovnaft Polska S.A., the Management Board of Grupa LOTOS S.A. hereby reports that on March 9th 2006, having fulfilled all conditions precedent of the agreement, LOTOS Paliwa Sp. z o.o. closed the transaction with Slovnaft Polska S.A. by concluding the final agreement. The transaction concerns acquisition of an organised part of Slovnaft Polska S.A.’s business, comprising: - twelve Slovnaft service stations situated in southern Poland, in an area of strategic importance to the development of the LOTOS network, - two undeveloped lots for new service stations (the sale agreement for one of the lots is a conditional agreement). As part of the transaction concerning the acquisition of an organised part of Slovnaft’s business, LOTOS Paliwa will take over partnership with selected franchisees of Slovnaft Polska S.A. After the acquisition of 39 ESSO stations, the above transaction is another key step in the implementation of the PROSTA service stations network development programme. Following the transaction, the number of LOTOS Group’s stations will rise from 119 (including 39 service stations acquired from ESSO) to 131, and after the construction of service stations on selected lots acquired as part of both transactions, scheduled for this year – to 136 stations. The aggregated price to be paid is EUR 15,000 thousand (ca. PLN 57,574 thousand), exclusive of VAT. The average price per station is ca. EUR 1,244 thousand (ca. PLN 4,774 thousand). LOTOS Paliwa Sp. z o.o. will finance the transaction with funds from the additional contributions to equity made by Grupa LOTOS S.A., representing one of the objectives of the public offering of shares, and with the loan granted under the agreement concluded in 2004 between LOTOS Paliwa Sp. z o.o. and a bank syndicate (Bank Pekao S.A. and PKO BP S.A.). Legal basis for the publication of this report: Art. 56.1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005.