The following table presents the subsidiary undertakings of the LOTOS Group, their business profiles, consolidation method, and the Group’s stakes in their share capitals.
Name | Registered office | Business profile | Method of consolidation/ valuation of shares |
Percentage of share capital held by the Group | |
---|---|---|---|---|---|
Dec 31 2008 | Dec 31 2007 | ||||
Parent Undertaking | |||||
Grupa LOTOS S.A. | Gdańsk | Production and processing of refined petroleum products (mainly fuels) and their wholesale | Not applicable | Not applicable | |
Direct Subsidiary Undertakings | |||||
LOTOS Paliwa Sp. z o.o. |
Gdańsk | Wholesale and retail sale of fuels, light fuel oil, management of the LOTOS service station network | full | 100.00% | 100.00% |
LOTOS Partner Sp. z o.o. | Gdańsk | Sale of fuels and provision of services for retail networks of international concerns; logistic services | full | - | - (1) |
LOTOS Gaz S.A. (parent undertaking of another group) |
Mława | Production, wholesale and retail sale of LPG | full | 100.00% | 100.00% |
LOTOS Oil S.A. | Gdańsk | Production and sale of lubricating oils and lubricants, and domestic sale of base oils | full | 100.00% | 100.00% |
LOTOS Asfalt Sp. z o.o. |
Gdańsk | Production and sale of bitumens | full | 100.00% | 100.00% |
LOTOS Ekoenergia S.A. | Gdańsk | Construction of the key installations as part of the 10+ Programme; the company has not commenced operations | full | 100.00% | 100.00% |
LOTOS Kolej Sp. z o.o. |
Gdańsk | Railway transport | full | 100.00% | 100.00% |
LOTOS Serwis Sp. z o.o. |
Gdańsk | Maintenance of mechanical and electric operations and controlling devices, repairs | full | 100.00% | 100.00% |
LOTOS Lab Sp. z o.o. |
Gdańsk | Laboratory testing | full | 100.00% | 100.00% |
LOTOS Straż Sp. z o.o. |
Gdańsk | Fire protection | full | 100.00% | 100.00% |
LOTOS Ochrona Sp. z o.o. |
Gdańsk | Personal and property protection | full | 100.00% | 100.00% |
LOTOS Parafiny Sp. z o.o. |
Jasło | Production and sale of paraffin | full | 100.00% | 100.00% |
LOTOS Tank Sp. z o.o. |
Jasło | Wholesale of petroleum products | full | 100.00% | 100.00% (2) |
LOTOS Czechowice S.A. (parent undertaking of another group) |
Czechowice-Dziedzice | Storage and distribution of fuels | full | 80.04% | 80.04% |
LOTOS Jasło S.A. (parent undertaking of another group) |
Jasło | Production and processing of refined petroleum products and their wholesale and retail sale (3) | full | 80.01% | 80.01% |
Petrobaltic S.A. (parent undertaking of another group) |
Gdańsk | Acquisition of crude oil and natural gas reserves and their exploitation | full | 69.00% | 69.00% |
UAB LOTOS Baltija | Vilnius, Lithuania | Wholesale and retail sale of lubricating oils in Lithuania, Belarus, Ukraine and Latvia | full (4) | 100.00% | 100.00% |
Rafineria Nafty GLIMAR S.A. |
Gorlice | Refining; currently: provision of services | full | -(5) | 91.54% |
LOTOS Hydrokompleks Sp. z o.o. (in liquidation) |
Gorlice | Construction and subsequent operation of hydrocomplex unit; the company has not commenced operations | not consolidated | -(6) | 100.00% |
LOTOS Park Technologiczny Sp. z o.o. |
Jasło | Business and management consultancy services | full | 86.91% | 86.91%(7) |
Indirect Subsidiary Undertakings | |||||
RCEkoenergia Sp. z o.o. |
Czechowice-Dziedzice | Provision of services | full | 80.04% | 80.04% |
LOTOS Biopaliwa Sp. z o.o. |
Czechowice-Dziedzice | Production of fatty acid methyl esters (FAME) | full | 80.04% | 80.04% |
RCSerwis Sp. z o.o. |
Czechowice-Dziedzice | Provision of services | -(7) | 86.91% | 86.91% |
„PLASTEKOL Organizacja Odzysku” S.A. | Jasło | Provision of services | full | 66.81% (8) | 53.61% |
Chemipetrol Sp. z o.o. |
Jasło | Trading in paraffin emulsions and anti-caking agents | full (4) | -(9) | 80.01% |
KRAK GAZ Sp. z o.o. |
Bochnia | Wholesale and retail sale of LPG | full (10) | 100.00% | 100.00% |
Miliana Shipping Company Ltd. | Nicosia, Cyprus |
Provision of services | full | 68.93% | 68.93% |
LOTOS Exploration and Production Norge AS | Sandnes, Norway | Oil exploration and production at the Norwegian continental shelf, provision of services related to oil exploration and production; the company commenced operations in November 2007 | full (4) | 69.00%(12) | 100.00%(11) |
Aphrodite Offshore Services Ltd. | Netherlands Antilles | Provision of services | full (4) | 69.00% | 69.00% |
(1) On June 29th 2007, the District Court for Gdańsk-Północ in Gdańsk, VII Commercial Division of the National Court Register, issued a decision on registration of the merger of Grupa LOTOS S.A. and LOTOS Partner Sp. z o.o..
(2) On April 11th 2007, Grupa LOTOS S.A. and LOTOS Jasło S.A. executed an agreement on the sale of 700 shares in LOTOS Tank Sp. z o.o. The shares, with the total par value of PLN 350 thousand, are equal and indivisible, and represent 70% of the share capital of LOTOS Tank Sp. z o.o. Grupa LOTOS S.A. acquired the shares for PLN 642.5 thousand, using its own financial resources. As a result of the transaction, Grupa LOTOS S.A. holds 1,000 shares, representing 100% of LOTOS
Tank Sp. z o.o.’s share capital.
(3) On November 1st 2008, LOTOS Jasło S.A. discontinued crude oil processing.
(4) As from December 31st 2007, LOTOS Exploration and Production Norge AS, UAB LOTOS Baltija, Aphrodite Offshore Services Ltd., and Chemipetrol Sp. z o.o. started to be consolidated with the full method.
(5) On January 19th 2005, the District Court of Nowy Sącz declared Rafineria Nafty GLIMAR S.A. of Gorlice bankrupt. Upon consideration on March 11th 2008 of the petition to discontinue the bankruptcy proceedings, submitted by bankruptcy administrator Capricorn Sp. z o.o. of Nowy Sącz, the District Court of Nowy Sącz, Commercial Court Division V, decided to discontinue the bankruptcy proceedings on the basis of Art. 361.2 of the Bankruptcy and Recovery Law. On July 25th 2008, the court’s decision became final. As from July 25th 2008, the Rafineria Nafty GLIMAR Group started to be consolidated with the full method. Rafineria Nafty GLIMAR S.A. is the parent undertaking of a group which comprises the following companies: Zakład Transportu TRANSGLIMAR Sp. z o.o. w upadłości (in bankruptcy), Zakład Produkcji Pasz i Bioetanolu AGRO GLIMAR Sp. z o.o. w likwidacji (in liquidation), and LOT Magazynowanie Paliw i Smarów Sp. z o.o. On December 1st 2008, Grupa LOTOS S.A. entered into an agreement with Podkarpacki Holding Budowy Dróg Drogbud Sp. z o.o. of Strzyżów concerning the sale of its shares in Rafineria Nafty GLIMAR S.A. Under the agreement, Grupa LOTOS S.A. sold 9,520,000 shares in Rafineria Nafty GLIMAR S.A. with a par value of PLN 10 per share, representing 91.54% of the company’s share capital. The agreed transaction value was PLN 1,000 thousand. As at the agreement execution date, the carrying value of the shares in Grupa LOTOS S.A.’s accounting books was PLN 0 (see Note 21 to these consolidated financial statements).
(6) On November 26th 2007, by virtue of a resolution of the Extraordinary General Shareholders Meeting,
LOTOS Hydrokompleks Sp. z o.o., a wholly-owned subsidiary of Grupa LOTOS S.A., was placed in liquidation. On October 20th 2008, the District Court in Kraków issued a decision to delete the company from the National Court Register.
(7) Shares contributed to LOTOS Park Technologiczny Sp. z o.o. by the LOTOS Czechowice Group on January 2nd 2006.
(8) In May–June 2008, LOTOS Jasło S.A. acquired 165 shares in PLASTEKOL Organizacja Odzysku S.A. The acquired shares are equal and indivisible and represent 16.5% of the share capital of PLASTEKOL Organizacja Odzysku S.A. As a result of this transaction, LOTOS Jasło S.A. holds 835 shares, representing 83.5% of the share capital of Plastekol Organizacja Odzysku S.A.
(9) On December 30th 2008, LOTOS Jasło S.A. executed an agreement concerning the sale of 100% shares in Chemipetrol Sp. z o.o.
(10) On July 9th 2007, LOTOS Gaz S.A. entered into the final agreement to purchase 34,500 shares in KRAK-GAZ Sp. z o.o. and thus acquired 100% of the shares in KRAK-GAZ Sp. z o.o.
(11) On September 22nd 2007, the Central Register of Businesses in Brønnøysund registered LOTOS Exploration and Production Norge AS, registered office in Stavanger, Norway. Grupa LOTOS S.A. acquired 100% of the shares in the new entity by paying up its entire share capital of NOK 8,000 thousand (i.e. PLN 3,871 thousand, translated at the NOK/PLN mid-exchange rate quoted by the National Bank of Poland for September 17th 2007).
(12) On May 19th 2008, the Management Board of Petrobaltic S.A. made a decision to initiate the registration procedure concerning the increase of the share capital and the acquisition by Petrobaltic S.A. of 80% of the shares in LOTOS Exploration and Production Norge AS. On June 12th 2008, Grupa LOTOS S.A. entered into an agreement with Petrobaltic S.A. to sell to Petrobaltic S.A. 8 million shares in LOTOS Exploration and Production Norge AS, representing 20% of the company’s share capital. As a result of this transaction, Petrobaltic S.A. holds 40 million shares, representing 100% of the share capital of LOTOS Exploration and Production Norge AS.
As at December 31st 2008 and December 31st 2007, the Group’s shares in the total vote at the General Shareholders Meetings of its subsidiary undertakings were equal to its shares in their share capitals.