Organisation profile
LOTOS Group
Companies in which Grupa LOTOS holds shares in the share capital or in the total vote in the company’s constitutive body:
Name | Registered office | Business profile | Method of consolidation/valuation of shares | Percentage of share capital held by the Company | |
---|---|---|---|---|---|
Dec 31 2010 | Dec 31 2009 | ||||
Parent company | |||||
Grupa LOTOS S.A. | Gdańsk | Production and processing of refined petroleum products (mainly fuels) and their wholesale | N/A | N/A | N/A |
Direct subsidiaries | |||||
LOTOS Paliwa Sp. z o.o. |
Gdańsk | Wholesale and retail sale of fuels and light fuel oil, management of the LOTOS petrol station chain | full | 100.00% | 100.00% |
LOTOS Gaz S.A.(1) | Mława | The company is not conducting operations | 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.(2) | Gdańsk | Production and sale of bitumens | 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. |
Gdańsk (3) | Aviation fuel trade | full | 100.00% | 100.00% |
LOTOS Czechowice S.A. (parent company of another group) |
Czechowice-Dziedzice | Storage and distribution of fuels | full | 97.55% (5) | 85.04% (4) |
LOTOS Jasło S.A. ((parent company of another group) |
Jasło | Services related to distribution of petroleum products, storage of fuels, building and maintenance of fuel stocks; production and processing of refined petroleum products and their wholesale and retail sale | full | 98.12% (5) | 85.01% (4) |
Petrobaltic S.A. (6) (parent company of another group) |
Gdańsk | Acquisition of crude oil and natural gas reserves and their exploitation | full | 99.32% | 99.32%(4) |
LOTOS Park Technologiczny Sp. z o.o. |
Jasło | The company is not conducting operations | full | 100.00% (7) | 0,.29% (7) |
Indirect subsidiaries | |||||
RCEkoenergia Sp. z o.o. |
Czechowice-Dziedzice | Production and distribution of electricity, heat and gas | full | 97.55% (9, 10) | 85.04% (8) |
LOTOS Biopaliwa Sp. z o.o. |
Czechowice-Dziedzice | Production of fatty acid methyl esters (FAME)(11) | full | 97.55% (9, 10) | 85.04% (8) |
"PLASTEKOL Organizacja Odzysku" S.A. | Jasło | Provision of services | full | 93.70% (9) | 81.18% (8, 12) |
KRAK-GAZ Sp. z o.o. (in bankruptcy by liquidation)
|
Kraków
|
- (1)
|
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Miliana Shipping Company Ltd. | Cypr | Provision of services, storage and transportation of crude oil | full | 99.32 % | 99.32 % (8) |
LOTOS Exploration and Production Norge AS | Stavanger, Norway | Oil exploration and production on the Norwegian continental shelf, provision of services related to oil exploration and production | full | 99.32% (13) | 99.32 % (8) |
Aphrodite Offshore Services N.V. | Netherlands Antilles | Provision of maritime transport services | full | 99.32% | 99.32 % (8) |
Energobaltic Sp. z o.o. | Władysławowo (13) | Production of electricity, thermal energy, LPG and gas condensate | full (14) | 99.32% | 99.32 % (14) |
UAB LOTOS Baltija | Vilnius, Lithuania | Business and legal advisory services | full | 99.32 % (16) | 100.00% |
(1) Until July 23rd 2009, LOTOS Gaz S.A. controlled KRAK-GAZ Sp. z o.o., a subsidiary. On April 30th 2009, KRAK-GAZ Sp. z o.o. filed a bankruptcy petition with the District Court for Kraków Śródmieście, VIII Commercial Division for Bankruptcy and Recovery. On July 23rd 2009, the District Court for Kraków Śródmieście, VIII Commercial Division for Bankruptcy and Recovery, resolved to declare KRAK-GAZ Sp. z o.o.’s bankruptcy by liquidation of the company’s assets. On January 10th 2011, the General Shareholders Meeting of LOTOS Gaz S.A. adopted a resolution to dissolve LOTOS GAZ S.A. by liquidation.
(2) On May 6th 2010, a change in the company’s legal form (from a joint-stock company to a limited liability company) was registered. Currently the company operates under the name LOTOS Ekoenergia Sp. z o.o.
(3) On August 12th 2009, the registered office of LOTOS Tank Sp. z o.o. was relocated from Jasło to Gdańsk.
(4) On July 9th 2009, an agreement was signed providing for the acquisition by the State Treasury of Grupa LOTOS S.A. shares. In exchange, the State Treasury made non-cash contributions to Grupa LOTOS S.A. in the form of 30.32% of shares in LOTOS Petrobaltic S.A., 5% of shares in LOTOS Czechowice S.A. and 5% of shares in LOTOS Jasło S.A.
(5) By December 31st 2020, Grupa LOTOS S.A. acquired from non-controlling interests an additional 12.51% of shares in LOTOS Czechowice S.A. and 13.11% of shares in LOTOS Jasło S.A.
(6) On March 31st 2010, a change in the name of Przedsiębiorstwo Poszukiwań i Eksploatacji Złóż Ropy i Gazu Petrobaltic Spółka Akcyjna to LOTOS Petrobaltic Spółka Akcyjna (abbreviated name: LOTOS Petrobaltic S.A.) was entered in the National Court Register.
(7) On November 20th 2009, the then shareholders of LOTOS Park Technologiczny Sp. z o.o. sold their shares to LOTOS Park Technologiczny Sp. z o.o.:
- Grupa LOTOS S.A. – 9,400 shares out of the total of 9,500 shares held,
- LOTOS Czechowice S.A. - the entire stake of 12,314 shares,
- LOTOS Jasło S.A. - the entire stake of 9,866 shares,
- LOTOS Serwis Sp. z o.o. - the entire stake of 2,834 shares,
- Partner Holding Management Sp. z o.o. - the entire stake of 100 shares.
LOTOS Park Technologiczny Sp. z o.o. acquired its own shares with a view to their voluntary retirement by way of reduction of the share capital. Following the transaction, the shareholder structure of LOTOS Park Technologiczny Sp. z o.o. was as follows:
- LOTOS Park Technologiczny Sp. z o.o. – 99.71%,
- Grupa LOTOS S.A. – 0.29%.
Grupa LOTOS S.A. retained control over LOTOS Park Technologiczny Sp. z o.o. given the GM powers vested in Grupa LOTOS S.A. as the only shareholder. On March 31st 2010, reduction in the share capital of LOTOS Park Technologiczny Sp. z o.o. to PLN 50 thousand was registered. The share capital of LOTOS Park Technologiczny Sp. z o.o. is divided into 100 shares. Following registration of the changes in the National Court Register, Grupa LOTOS S.A. holds a 100% stake in LOTOS Park Technologiczny Sp. z o.o.
(8) The shareholding changes described in item (4) above led to changes in the LOTOS Group’s indirect interests in the share capitals of the subsidiaries of Petrobaltic S.A. (currently LOTOS Petrobaltic S.A.), LOTOS Czechowice S.A. and LOTOS Jasło S.A.
(9) The shareholding changes described in item (5) above led to changes in the LOTOS Group’s indirect interests in the share capitals of the subsidiaries of LOTOS Czechowice S.A. and LOTOS Jasło S.A.
(10) On November 5th 2010, Grupa LOTOS S.A. acquired from LOTOS Czechowice S.A. one share in LOTOS Biopaliwa Sp. z o.o., representing 0.005% of the company’s share capital, and one share in RCEkoenergia Sp. z o.o., representing 0.005% of the company’s share capital.
(11) On March 1st 2009, LOTOS Biopaliwa Sp. z o.o. commenced operations.
(12) In May – June 2008 and January – December 2009, LOTOS Jasło S.A. acquired shares in PLASTEKOL Organizacja Odzysku S.A. As a result of the transactions, LOTOS Jasło S.A.’s share in the share capital of PLASTEKOL Organizacja Odzysku S.A. increased to 95.5%.
(13) On November 15th 2010, the share capital of LOTOS Exploration and Production Norge AS was increased by NOK 1. The new share in the company with a par value of NOK 1 (the equivalent of PLN 0.4822 as translated using the NOK mid exchange rate quoted by the National Bank of Poland for November 15th 2010) was acquired by Grupa LOTOS S.A.
(14) On November 27th 2009, LOTOS Petrobaltic S.A. acquired control over Energobaltic Sp. z o.o.
(15) On January 25th 2010, relocation of Energobaltic Sp. z o.o.’s registered office from Gdańsk to Władysławowo was registered.
(16) On December 9th 2010, Grupa LOTOS S.A. entered into an agreement with LOTOS Petrobaltic S.A. on sale of 5,876 shares in UAB LOTOS, representing 100% of the company’s share capital.
As at December 31st 2010, the LOTOS Group’s shares in the total vote at the general shareholders meetings of its subsidiary companies is equal to its shares in their share capitals. As at December 31st 2009, the LOTOS Group’s shares in the total vote at the general shareholders meetings of its subsidiary companies were equal to its shares in their share capitals, except in the case of LOTOS Park Technologiczny Sp. z o.o.
Structure of the LOTOS Group
As at December 31st 2010
(1) employee shares – 2.45%
(2) employee shares – 1.88%
(3) other shareholders – 4.5%
(4) State Treasury – 0.01%, employee shares – 0.67%
(5) UAB Meditus – 59.41%
Additionally, Grupa LOTOS S.A. holds 8.97% of shares in P.P.P.P. NAFTOPORT Sp. z o. o. (a company of the PERN Przyjaźń group of Płock)