Information regarding the completed subscription for series D ordinary bearer shares of Grupa LOTOS S.A.
Report no. 45/20142014-12-12

Following the completion on 9 December 2014 of the subscription for and allotment of 55,000,000 series D ordinary bearer shares of the Company with a nominal value of PLN 1 each (the “New Shares”) conducted pursuant to Resolution No. 2 of the Extraordinary General Meeting of the Company held on 8 September 2014 on increasing the Company's share capital by way of issue of new shares, public offering of new shares, setting the record date for the entitlement of preemptive rights in respect of new shares for November 18th 2014, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market of the Warsaw Stock Exchange, amending the Company's Articles of Association and authorising the Supervisory Board to prepare a consolidated text of the Company’s Articles of Association, as announced in the current report No. 19/2014 of 8 September 2014, the Management Board of Grupa LOTOS S.A. (the “Company”) is releasing to the public the following information:

1. Date of the beginning of subscription in exercise of pre-emptive rights and in additional subscriptions: 20 November 2014.

2. Date of the closing of subscription in exercise of pre-emptive rights and in additional subscriptions: 28 November 2014.

3. Date of allotment of the New Shares: 9 December 2014.

4. Number of New Shares offered for subscription: 55,000,000 New Shares.

5. Rate of reduction of additional subscriptions: 98.33%.

6. Number of New Shares for which subscriptions were placed:

  1. Number of New Shares subscribed for in exercise of pre-emptive rights: 54,079,149 New Shares,
  2. Number of New Shares subscribed for in additional subscriptions: 55,143,768 New Shares.

7. Number of New Shares allotted in the subscription: 55,000,000 New Shares.

8. Issue price of the New Shares: PLN 18.10 (eighteen zloty and ten grosz) per 1 (one) New Share.

9. Number of persons who placed subscriptions for the New Shares and to whom the New Shares were allotted in the subscription:

  1. 7,104 subscriptions for New Shares placed in the exercise of pre-emptive rights;
  2. 1,359 additional subscriptions placed for New Shares. 

Since each investor had a right to place more than one subscription, as at the date of publication of this current report the Company has no information as to how many individual investors placed subscriptions in exercise of their pre-emptive rights, how many of them placed additional subscriptions or to how many investors the New Shares were allotted based on the subscriptions.

10. Names (corporate names) of the underwriters which acquired shares pursuant to underwriting agreements; state the number of securities so acquired and the actual unit price of the securities (the issue price less the fee paid for acquiring the security pursuant to the underwriting agreement): none of the New Shares have been acquired on the basis of underwriting agreements.

11. Value of the completed subscriptions (being a product of the number of New Shares subscribed for and the issue price per New Share): PLN 995,500,000 (nine hundred ninety-five million five hundred thousand).

12. Estimated costs of issuance of the New Shares are specified in the chapter “Additional Information–Costs of the Offering” (p. 331) of the issue prospectus for the Company’s shares in the following manner:

  1. the amount of remuneration of the Managers for the services provided by them for the purposes of the Offering, including the costs of placement and underwriting Offering, will be approximately PLN 13 million (increased by VAT if due);
  2. the remaining costs of the Offering at approximately PLN 12 million (increased by VAT on account of the provision of the given type of services included in the remaining costs of the Offering, if due).

Since on the date of this current report the costs of issue of the New Shares have not yet been finally settled, the final amount of all costs of issue of the New Shares will be presented and published by the Company separately, as soon as the Company receives and approves all invoices from the parties engaged in the process of preparation and conducting the New Shares issue.

13.Taking into account the estimated figures regarding the costs of issuance of the New Shares referred to in Clause 12 above, the estimated average cost of effecting the issuance would amount to approximately PLN 0.45 per one New Share. In a separate current report the Company will publish information regarding the final amount of the average costs of preparing and conducting the issuance of the New Shares per one New Share together with the information about the final costs of the issuance of the New Shares referred to in Clause 12 above.

This current report is being released pursuant to § 33 Section 1 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic reports issued by issuers of securities and on the conditions of accepting as equivalent the information required by the regulations of a state that is not a member state.

Legal notice:

Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada or Japan.

This communication is for informational and promotional purposes only and under no circumstances shall constitute an offer or invitation to make an offer, or form the basis for a decision, to invest in the securities of Grupa LOTOS S.A. (the “Company”). The prospectus which was prepared in connection with the offering of the Company’s shares (the “Shares”) subject to pre-emptive rights (the “Prospectus”) and approved by the Polish Financial Supervision Authority, is the sole legally binding document containing information about the Company and the offering of its Shares in Poland. The Prospectus was made available in an electronic format on the website of the Company (www.lotos.pl) and, additionally, for information purposes, on the website of Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (www.dm.pkobp.pl).

This communication does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.

This communication (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan, or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States of America.

Neither the Company nor any of its subsidiaries or any other related entities shall be held accountable for any damage resulting from the use of this communication or a part thereof, or its contents or in any other manner in connection with this communication.

Société Générale, Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie, BZ WBK, ING Securities and Unicredit The Managers are acting exclusively for the Company and no one else in relation to the proposed Offering and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Offering and will not be responsible to any other person for providing the protection afforded to their respective clients or for providing advice in connection with the Offering.