Equity Investments

In 2008, we focused our equity investment projects on streamlining the ownership structure within the capital group, consolidation processes and non-core business divestments.

The following divestment projects were implemented in 2008:

• disposal of 75% shares in Petrotel Sp. z o.o. to an external investor;
• disposal of 13.4% shares in Spolana a.s. within the capital group, initiating compulsory acquisition of minority shareholders by ANWIL SA;
• disposal of 3.7% shares in Paramo a.s. within the capital group, initiating compulsory acquisition of minority shareholders by Unipetrol a.s.

Total proceeds from the disposal of shares in 2008 amounted to PLN 60,448,847.03, given the balance value of disposed assets at PLN 18,629,954.07.

While restructuring the capital group, we continued consolidation processes. On 2 January 2008, we completed the registration of ORLEN Transport SA, established after consolidation of the following transport companies: ORLEN Transport Płock Sp. z o.o., ORLEN Transport Nowa Sól Sp. z o.o., ORLEN Transport Kędzierzyn-Koźle Sp. z o.o., ORLEN Transport Szczecin Sp. z o.o., ORLEN Transport Słupsk Sp. z o.o. and ORLEN Transport Olsztyn Sp. z o.o. In 2008, we finalised the consolidation of four RORs (so-called Regional Market Operators), namely: ORLEN PetroCentrum Sp. z o.o., ORLEN PetroZachód Sp. z o.o., ORLEN Morena Sp. z o.o. and ORLEN PetroProfit Sp. z o.o. The consolidation did not involve additional capital, and the total balance value of our shares in the four consolidated companies was PLN 78,341,797.

Among investment projects implemented in 2008 were:

• increased capital engaged in Polkomtel SA to 24.39% of the company share capital;
• compulsory acquisition of minority shareholders in ORLEN Transport SA.

The total value of capital investments in PKN ORLEN in 2008 amounted to PLN 740,801,990.64.

Compulsory acquisition of minority shareholders was also exercised by ORLEN Group companies. In 2008, we performed:

• compulsory acquisition of minority shareholders (approximately 1.41% of shares) in AB Ventus Nafta by AB Mažeikiu Nafta;
• compulsory acquisition of minority shareholders (approximately 4.3% of share capital) in Spolana a.s. by ANWIL SA;
• compulsory acquisition of minority shareholders (approximately 8.24% of shares) in Paramo a.s. by Unipetrol a.s.

 

Acquisition of Polkomtel SA shares from TDC

Acquisition of shares in Polkomtel SA from TDC Mobile International A/S (TDC A/S) under an agreement concerning acceptance of an offer and conditional disposal of shares in Polkomtel SA of 10 March 2006, concluded between national shareholders in Polkomtel SA, i.e. PKN ORLEN SA, KGHM Polska Miedź SA, Polskie Sieci Elektroenergetyczne SA (currently PGE Polska Grupa Energetyczna SA) and WĘGLOKOKS SA as buyers and TDC Mobile International A/S as seller, was settled on 18 December 2008.

As a result of the settlement of the transaction, PKN ORLEN acquired 980,486 ordinary registered shares in Polkomtel SA of nominal value of PLN 100 each, representing approximately 4.78% of Polkomtel SA share capital, for the total price of EUR 176,977,723 (equivalent to PLN 738,705,016 according to the mean exchange rate of the National Bank of Poland as on 18 December 2008). After settlement of the transaction, PKN ORLEN holds 24.39% share in Polkomtel SA share capital.