Annual General Shareholders Meeting of Grupa LOTOS S.A. convened for June 30, 2009 Information on matters submitted to the GSM Mariusz Machajewski, Vice president and CFO June 16, 2009
Agenda of the GSM of Grupa LOTOS S.A. On 22 May 2009 Grupa LOTOS S.A. published the agenda of the Annual General Shareholders Meeting convened for 30 June 2009. Selected points of the GSM: Granting consent for the purchase of "Placówki GATX" from GATX Rail Poland Sp. z o.o. by Grupa LOTOS S.A. Amendments to the Articles of Association. Amendments to the Rules of Procedure for General Shareholders Meetings. Increase in the Company s share capital through the issue of new Series C ordinary bearer shares in a private placement directed to the State Treasury of the Republic of Poland, with waiver of preemptive rights, and introduction of relevant amendments in the Company s Articles of Association. A complete agenda of the GSM of Grupa LOTOS S.A. is accessible on the Company s corporate internet site www.lotos.pl Mariusz Machajewski, Vice president and CFO 2/12
Purchase of "Placówki GATX by Grupa LOTOS S.A. Planned shipment of products by rail: 2009 2010 2011 2012 and beyond 4,6 mln tonnes 5,9 mln tonnes 6,3 mln tonnes 6,4 mln tonnes Rationale for GATX sites acquisition: The GATX depot is connected to the Company station with internal railways, roads, utilities.the purchase will allow to increase transshipment at 1,5 mln tonnes / year. Workshop facility required by LOTOS Kolej for regular maintenance checks and repairs of locomotives. Mitigation of logistics risk involved in dispatch of goods from the Gdańsk refinery. Protection against the sale of the GATX facility to another entity. Mariusz Machajewski, Vice president and CFO 3/12
Amendments to the Company s Articles of Association and to the Rules of Procedure for GSM Amendments to the Articles of Association of Grupa LOTOS S.A. result from: Coming into force, on 3 August 2009, of the amended provisions of the Code of Commercial Companies arising from harmonisation of Polish law with EU regulations. Proposal of Nafta Polska S.A. Grupa LOTOS S.A. s Shareholder Introduction on 1 January 2008 of a new Polish Statistical Classification of Economic Activities PKD (Council of Ministers Ordinance of December 24, 2007; Dz. U. no. 251 of 31.12.2007). Capital increase of Grupa LOTOS S.A. Amendments to the Rules of Procedure for General Shareholders Meetings result from the need to adjust the Rules for General Meetings of Shareholders of Grupa LOTOS S.A. to: Amended provisions of the Code of Commercial Companies arising from harmonisation of Polish law with EU regulations. Amended Articles of Association of the Company. Mariusz Machajewski, Vice president and CFO 4/12
Grupa LOTOS S.A. capital increase The share capital increase of Grupa LOTOS S.A. shall be performed through contribution in-kind of minority stakes held by the State Treasury in Petrobaltic, LOTOS Czechowice and LOTOS Jasło. 2,801,400 shares in Petrobaltic, 375,000 shares in LOTOS Czechowice, 300,000 shares in LOTOS Jasło. State Treasury Grupa LOTOS 16,173,699 shares in Grupa LOTOS S.A. After the issue the share capital of Grupa LOTOS S.A. shall consist of 129,873,699 shares: 78,700,000 series A shares. 35,000,000 series B shares. 16,173,699 series C shares. Mariusz Machajewski, Vice president and CFO 5/12
Valuation of Grupa LOTOS S.A. Quotations of Grupa LOTOS S.A. The exchange parity price of Grupa LOTOS S.A. shares was established at PLN 22.07 per share, based on the average share price in the period of 1 July 31 December 2008. Adopted exchange parity for Grupa LOTOS and Petrobaltic shares is within the range indicated by PricewaterhouseCoopers. 40,00 35,00 30,00 25,00 20,00 15,00 10,00 5,00 0,00 22.07 zł 2008 04 02 2008 04 17 2008 05 02 2008 05 17 2008 06 01 2008 06 16 2008 07 01 2008 07 16 2008 07 31 2008 08 15 2008 08 30 2008 09 14 2008 09 29 2008 10 14 2008 10 29 2008 11 13 2008 11 28 2008 12 13 2008 12 28 2009 01 12 2009 01 27 2009 02 11 2009 02 26 2009 03 13 2009 03 28 Six-month valuation period assumed per analogy to the provisions of the Act on public offers, regulating rules for setting the minimum price in tender offers for shares. The price set is similar to the current quotations of Grupa LOTOS S.A. on the Warsaw Stock Exchange which confirms the fairness of the adopted assumptions. Mariusz Machajewski, Vice president and CFO 6/12
Petrobaltic S.A. 30-year experience on the Baltic Sea. Production on B3 and B8 fields. Owner of 12 licences on the Baltic Sea. Fully integrated exploration and production company with very good expertise in: Geology. Oil production. Exploratory and production drilling (drilling rig). Logistics (tanker, technical infrastructure in Gdańsk). From 2005 Grupa LOTOS S.A. holds 69% shares in Petrobaltic S.A. Mariusz Machajewski, Vice president and CFO 7/12
Valuation methods of Petrobaltic S.A. Valuations of 30.33% shares stake in Petrobaltic were performed by PricewaterhouseCoopers based on the order of Grupa LOTOS S.A. The valuation of 30.33% stake in Petrobaltic amounts to PLN 353,000,000. The following methods have been applied in the valuation: Petrobaltic S.A. Discounted cash flow method Market multiples method LOTOS E&P Norge Discounted cash flow method Energobaltic Sp. z o.o. Discounted cash flow method AB Naftos Gavyba Income method (DCF), based on results of valuation performed by an external advisor Milliana Shipping Company Ltd. Accounting method/adjusted net assetvalue Aphrodite Offshore Services N.V. Accounting method/adjusted net assetsvalue Mariusz Machajewski, Vice president and CFO 8/12
Valuation assumptions Valuation as at 31 December 2008. Oil price (forecasts of Purvin&Gertz as at 31 December 2008): 2009 at the level of 46,0 USD/bbl. 2010 at the level of 56,9 USD/bbl. Oil target price approximately 80 USD/bbl (in real terms). USD/PLN target exchange rate approximately 2,44 (Poland joins the Euro zone in 2014). Valuation includes B3, B8 fields and 20% stake in Yme field, as well as the value of B4 and B6 fields based on exploration costs incurred. Investments in B8 and Yme projects can be financed on conditions similar to market terms. Future projects have not been included in the valuation. Cash held by Petrobaltic as at the Valuation Date (PLN 441 mn) is a financial asset and is added to the valuation result. Petrobaltic market multiples valuation method based on 12 listed exploration companies (USA, Canada, Hong-Kong), comparable to Petrobaltic in terms of scale and operating profile. Median of the following market multiples has been applied: EV/Sales, EV/EBITDA, EV/EBIT, P/E. Mariusz Machajewski, Vice president and CFO 9/12
Valuation of LOTOS Czechowice S.A. and LOTOS Jasło S.A. DORADCA Auditors Sp. z o.o. was engaged by the Ministry of State Treasury to prepare valuations of LOTOS Jasło and LOTOS Czechowice for the sale of remnant shares stakes to Grupa LOTOS S.A. Grupa LOTOS S.A. engaged DORADCA Auditors Sp. z o.o. to update valuations of both companies as of December 31, 2008. DORADCA prepared valuations using three methods: Accounting method. Income method DCF. Adjusted net asset value method. Valuation assumes the following: Grupa LOTOS S.A. is the acquirer. Continuation of operations by LOTOS Jasło and LOTOS Czechowice in a significantly unchanged scope. Intention of the seller to contribute shares held as contribution in-kind to Grupa LOTOS S.A. Assumed value of stakes is close to the bottom shares price range set by the entity performing valuation based on the Swiss method. As a result the following valuations have been established at: PLN 2,717,700 for 5% shares of LOTOS Czechowice. PLN 1,336,450 for 5% shares of LOTOS Jasło. Mariusz Machajewski, Vice president and CFO 10/12
Rationale for the shares issue with payment in-kind Increasing the Grupa LOTOS S.A. share in Petrobaltic S.A., LOTOS Czechowice and LOTOS Jasło is compliant with the Company s Strategy until 2012. An in-kind share issue does not require organisation of financing. Full capital control of Petrobaltic S.A. will enable further restructuring and complete integration with the Group. The transaction will result in strengthening of the balance sheet of Grupa LOTOS S.A., which is highly desirable in the final stages of the 10+ Program and in the context of the current economic crisis. The transaction implements the recommendation made by Grupa LOTOS S.A. shareholders, expressed in the Resolution of the Extraordinary Shareholders Meeting of 20 February 2008, which recommended the Company Management Board undertake actions to increase share capital through contribution inkind of minority stakes held by the State Treasury in Petrobaltic. Mariusz Machajewski, Vice president and CFO 11/12
Other points in the Agenda of the GSM of Grupa LOTOS S.A. Apart from the points previously indicated, the Annual General Meeting of Shareholders of Grupa LOTOS S.A. shall consider the following matters: Review and approval of the Company s financial statements for the year ended December 31, 2008 and of the Directors Report on the Company s operations for the year ended December 31, 2008. Review and approval of the consolidated financial statements of Grupa LOTOS S.A. for the year ended December 31, 2008 and of the Directors Report on the LOTOS Group s operations for the year ended December 31, 2008. Review of the Supervisory Board s report for the year ended December 31, 2008. Coverage of loss for the year ended December 31, 2008. Approval of the performance of duties by members of the Company s Management Board for the period of January 1 December 31, 2008. Approval of the performance of duties by members of the Company s Supervisory Board for the period of January 1 December 31, 2008. Mariusz Machajewski, Vice president and CFO 12/12