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Acquisition of a Significant Block of Series C Shares in Grupa LOTOS S.A. by the State Treasury
Report no. 33/20092009-07-30

In connection with Current Report No. 27/2009 of July 17th 2009, the Management Board of Grupa LOTOS S.A. hereby reports that today, i.e. on July 30th 2009, it received a notification concerning the acquisition by the State Treasury (represented by Minister of the State Treasury Aleksander Grad) of 16,173,362 new issue Series C ordinary bearer shares in Grupa LOTOS S.A., with a par value of PLN 1.00 per share, representing 12.45% of the increased share capital of Grupa LOTOS S.A. and conferring the right to 16,173,362 votes, which represent 12.45% of the total vote in Grupa LOTOS S.A.


The acquisition of the significant block of shares in Grupa LOTOS S.A. by the State Treasury was effected in connection with Resolution No. 34 of the Annual General Shareholders Meeting of Grupa LOTOS S.A., dated June 30th 2009, concerning an increase in the share capital of Grupa LOTOS S.A. through the issue of shares to be paid up by contributions in the form of shares in Petrobaltic S.A., LOTOS Jasło S.A. and LOTOS Czechowice S.A. (see: Current Report No. 23/2009 of June 30th 2009), and in performance of the agreement of July 9th 2009 between the State Treasury and Grupa LOTOS S.A. providing for the acquisition by the State Treasury of the new issue Series C ordinary bearer shares.

On July 21st 2009, the Ministry of State Treasury was notified of transmission of a copy of a valid excerpt from the Register of Entrepreneurs, Entry No. KRS 0000106150, in which the Company’s share capital increase through the issue of Series C shares was registered on July 17th 2009 by the District Court for Gdańsk-Północ in Gdańsk, VII Commercial Division of the National Court Register.


In accordance with the received notification, prior to the change, the State Treasury held 7,878,030 shares in Grupa LOTOS S.A., representing in aggregate 6.93% of Grupa LOTOS S.A.’s share capital and conferring the right to 7,878,030 votes, which represented 6.93% of the total vote in Grupa LOTOS S.A.

 
In performance of the agreement on the buy-back of own shares by Nafta Polska S.A. with a view to their retirement, concluded between Nafta Polska S.A. and the State Treasury on July 16th 2009, on July 22nd 2009 Nafta Polska S.A. transferred onto the State Treasury certain shares, including:

 
- 50,109,000 ordinary registered Series A shares, with a par value of PLN 1.00 per share, representing 44.07% of Grupa LOTOS S.A.’s share capital and conferring the right to 50,109,000 votes, representing 44.07% of the total vote in Grupa LOTOS S.A.;


- 8,916,000 ordinary bearer Series A shares, with a par value of PLN 1.00 per share, representing 7.84% of Grupa LOTOS S.A.’s share capital and conferring the right to 8,916,000 votes, representing 7.84% of the total vote in Grupa LOTOS S.A.,


i.e. a total of 59,025,000 shares, representing in aggregate 51.91% of Grupa LOTOS S.A.’s share capital and conferring the right to 59,025,000 votes, which represent 51.91% of the total vote in Grupa LOTOS S.A. (see: Current Report No. 32/2009 of July 28th 2009).


Following the above transaction, the State Treasury, represented by Minister of the State Treasury Aleksander Grad, held in total 66,903,030 shares in Grupa LOTOS S.A., representing in aggregate 58.84% of Grupa LOTOS S.A.’s share capital and conferring the right to 66,903,030 votes, which represented 58.84% of the total vote in Grupa LOTOS S.A.

 
Currently, in accordance with the received notification, the State Treasury holds 83,077,751 shares in Grupa LOTOS S.A., representing in aggregate 63.97% of the increased share capital of Grupa LOTOS S.A. and conferring the right to 83,077,751 votes, which represent 63.97% of the total vote in Grupa LOTOS S.A.

 
The State Treasury reported that it was not aware of any of Grupa LOTOS S.A. shares being held by its subsidiaries.
Following the registration of the share capital increase through the issue of Series C shares, the share capital of Grupa LOTOS S.A. is divided into 129,973,362 shares.


The legal basis for the publication of this Current Report is Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005.