The Management Board of Grupa LOTOS S.A. reports that a decision has been adopted to merge Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o. (a wholly-owned subsidiary of the company). The merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o. will be carried out pursuant to Art. 492.1.1 of the Commercial Companies Code, through the transfer of all assets of the acquiree to the acquirer. As the acquirer holds 100% of shares in the acquiree, the merger will be executed pursuant to Art. 515.1 of the Commercial Companies Code, i.e. without increasing the share capital of the acquirer. The business activities of LOTOS Partner Sp. z o.o. consist primarily in the supply of fuel to institutional customers, in particular retail networks of foreign concerns operating on the Polish market. The company also distributes JET-A1 fuel. The merger is executed as part of the restructuring processes underway in the LOTOS Group, aimed at streamlining its organisational structure. The goal of the restructuring programme is to provide the LOTOS Group with more operating flexibility and facilitate quicker response to changes in the economic environment. The merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o. is one of the projects executed as part of the restructuring of the sales division within the LOTOS Group and should not have a material effect on the consolidated financial performance of the LOTOS Group. The Management Board of Grupa LOTOS S.A. has attached hereto the plan of merger involving 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. The plan of merger is accompanied by the documents specified in Art. 499.2 of the Commercial Companies Code. Legal basis for submission of this report: Par. 5.1.13 of the Regulation of the Minister of Finance on current and periodic information published by issuers of securities, dated October 19th 2005.
Merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o.
Report no. 96/20052007-02-28