PKN ORLEN Acquires Maeiki Nafta Largest Foreign Acquisition in Polands History Igor Chalupec, President of the Management Board, CEO Cezary Smorszczewski, Deputy President of the Management Board, CIO Pawe Szymaski, Member of the…
Agenda Transaction Summary Structure of the Transaction Financing of the Transaction Appendix 2
PKN ORLEN has Signed Agreements to Acquire Control of Maeiki Nafta 2,8 bn USD1 Transaction - the Largest Foreign Acquisition in Polands History Yukos PKN ORLEN and Yukos have signed a Shares Sale and Purchase International 53,7022%…
Next Steps in the Maeiki Nafta Acquisition Process Yukos International UK B.V. and PKN ORLEN signed the Agreement for Yukoss 53,70% 26 May 2006 stake of Mazeikiu Nafta GoL Consent for the Transaction with Yukos International UK…
Acquisition of Maeiki Nafta a Logical Step of PKN ORLEN Strategy 2005-2009 Strategy Change of corporate culture remedy of the situation within the Company Acquisition of Partnership Programme efficient integration of Unipetrol with…
PKN ORLEN and Maeiki Nafta A Unique Opportunity Baltic States to Become Next Three Home Markets for PKN ORLEN Strengthening PKN ORLENS Footprint Opportunities of the Transaction Broadens and further diversifies PKN ORLENS Estonia…
Baltic States Entering the Market with Large Growth Potential Real GDP growth 12% 10% 8% Lithuania 6% Latvia 4% Estonia 2% 0% Source: Economist Intelligence Unit 2001A 2002A 2003A 2004A 2005A Business-friendly…
Unique and High-Quality Asset of Maeiki Nafta with Further Restructuring and Development Potential Business Overview Location of Maeiki Nafta Refinery Ventspils Terminal 20mt/pa Large scale, highly complex refinery (16 Latvia m…
Enlarged PKN ORLEN Group Leader in Central Europe in Terms of Processing Capacity Processing capacity (mn tons annually) Petrol stations (number of stations) PKN Total: PKN MN: Total: PKN Orlen: 21,7 MN: 10,0 PKN Orlen: 2.705…
Agenda Transaction Summary Structure of the Transaction Financing of the Transaction Appendix 10
Acquisition of Maeiki Nafta: Transaction Details Acquisition from Yukos Acquisition from Government of Lithuania International UK B.V. 379.918.411 shares 216.915.941 shares Acquired Stake 53,70% 30,66% Total: USD 1.492m…
Summary of Share Sale and Purchase Agreement with Yukos International UK B.V. European Commission competition clearance obtained PKN ORLEN has adequate comfort, based on relevant documents Yukos regarding the fairness of the…
Summary of Share Sale and Purchase Agreement and Put Option Agreement with the Government of the Republic of Lithuania European Commission clearance obtained Government of the Republic of PKN ORLEN acquires 53,70% of Maeiki Nafta…
Summary of the Shareholders Agreement with the GoL PKN ORLEN gains full operational control over Maeiki Nafta GoL appoints one Supervisory Board and one Management Board member GoL may request to cancel a decision of Maeiki Naftas…
Agenda Transaction Summary Structure of the Transaction of the Financing the Transaction Transaction Appendix 15
Acquisition Financing Sources and Process PKN intends to fund the acquisition primarily with new external debt: Anticipated sources of funding: Cash USD 200m Sources of Existing Credit Lines USD 800m Funding New Credit Lines and…
Acquisition financing Gradual Deleveraging will be the Top Priority of PKN ORLENs Financial Management In January 2006, PKN ORLEN extensively discussed with Fitch1 the details of the acquisition and related financing PKN ORLEN…
Agenda Transaction Summary Structure of the Transaction Financing of the Transaction Appendix 19
Maeiki Nafta Refining Yield Product Yield Considerations 2005 Product Sales Heating Oil 2% High quality refinery with low percentage of heavy Bitumen 2% products LPG 5% Sulphur 1% Jet A-1 6% Potential to significantly improve…
Upgrade Potential Elements of Maeiki Nafta Upgrade Potential Impact of the Modernisation Programme Ongoing modernisation 2008 programme started under Williams Isomerate 2,1% Bitumen 2,1% Sulphur 0,8% Future programs can be LPG…
Long and Complex Acquisition Process Aug-2005 10-Nov-2005 11-Nov-2005 Offer for the purchase Indicative bids PKN ORLEN representatives visits Yukos International UK B.V. of Yukos Int. stake in placed Yukos Prime Minister of…
Additional Information on the Share Sale and Purchase Agreement with Yukos International UK B.V. Yukos material representations and warranties: Clean title to the shares and exclusive title to the pipelines and the Butinge terminal…
Additional Information on the Share Sale and Purchase Agreement with the GoL The GoLs material representations and warranties: Clean title to the shares and the exclusive title to the refinery, pipelines and Butinge terminal No…
Additional Information on the Deed of Release and Termination with the GoL and PKN ORLEN The Agreement becomes effective upon closing of the transaction with Yukos Int., on condition that, the GoL will have signed the PKN ORLEN/GoL…
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