Piotrków Trybunalski Fuel Depot.

Transcription

Piotrków Trybunalski Fuel Depot.
O.M. Finance Spółka z o.o., ul. Migowska 22, 80-287 Gdańsk, Poland, phone No. +48 (058) 301 96 20, fax (058) 305 54 43
Grupa LOTOS S.A.
Valuation of an Organised Part of
Business – Piotrków Trybunalski Fuel
Depot
Gdańsk, May 2013
1.
Introduction ............................................................................................................................... 3
1.1.
Purpose and basis of the report............................................................................... 3
1.2.
Estimated value of the Organised Part of Business ................................................. 3
Key information on the Piotrków Trybunalski Fuel Depot ................................................... 4
2.
2.1.
Formal and legal matters ......................................................................................... 4
2.2.
Contributed assets .................................................................................................. 4
3.
Carrying amount of the Piotrków Trybunalski Fuel Depot .................................................. 6
4.
Valuation method ...................................................................................................................... 7
5.
Valuation of the Organised Part of Business using the adjusted net assets method ........... 8
5.1.
Valuation method .................................................................................................... 8
5.2.
Valuation of assets and liabilities ............................................................................. 8
5.2.1.
Valuation of intangible assets ........................................................................... 8
5.2.2.
Valuation of land, buildings and structures ....................................................... 8
5.2.3.
Valuation of other non-current assets ............................................................... 9
5.2.4.
Valuation of other assets of the Organised Part of Business ...........................10
5.2.5.
Valuation of bank borrowings ..........................................................................10
5.2.6.
Valuation of current liabilities ...........................................................................10
5.2.7.
Off-balance-sheet liabilities .............................................................................10
5.2.8.
Result of the adjusted net assets valuation .....................................................10
6.
Valuation of the Organised Part of Business using the income method ............................. 12
6.1.
Method overview ....................................................................................................12
6.2.
Discount rate – cost of capital ................................................................................13
6.3.
Assumptions of the income valuation of the Organised Part of Business................15
6.3.1.
General assumptions of the income valuation .................................................15
6.3.2.
Sales forecast .................................................................................................15
6.3.3.
Assumed variable costs ..................................................................................15
6.3.4.
Assumed employment and cost of salaries and wages ...................................16
6.3.5.
Assumed investments .....................................................................................16
6.3.6.
Assumed other expenses ................................................................................16
6.3.7.
Assumed working capital .................................................................................16
6.4. Result of the income valuation of the Organised Part of Business – Piotrków
Trybunalski Fuel Depot .....................................................................................................17
7.
Annexes..................................................................................................................................... 18
1.
Introduction
1.1. Purpose and basis of the report
This report presents the estimated value of an Organised Part of Business of Grupa LOTOS S.A. of
Gdaosk (hereinafter also referred to as the “Company” or “Grupa LOTOS”) in the form of the Fuel
Depot in Piotrków Trybunalski (hereinafter also referred to as the “Organised Part of Business” or the
“Piotrków Trybunalski Fuel Depot”).
This report was prepared by O.M. Finance's consultants in April 2013. The value of assets comprising
the Organised Part of Business was assessed by Paweł Domzała, Independent Property Appraiser
(Reg. No. 4025), acting as an independent consultant of O.M. Finance Sp. z o.o.
The valuation was performed in April 2013.
The scope of this report does not include due diligence of the Company or the Organised Part of
Business.
1.2. Estimated value of the Organised Part of Business
The value of the Organised Part of Business of Grupa LOTOS S.A., i.e. the Piotrków Trybunalski Fuel
Depot, has been established at:


PLN 8,270 thousand, with the use of the adjusted net assets method
PLN 5,790 thousand, with the use of the income method
;
In line with the adopted valuation methodology, the minimum value of the Organised Part of
Business of Grupa LOTOS, i.e. the Piotrków Trybunalski Fuel Depot, should not be lower than:
PLN 5,790 thousand.
.
2. Key information on the Piotrków Trybunalski Fuel Depot
2.1. Formal and legal matters
The Organised Part of Business will be spun off from Grupa LOTOS S.A. of Gdaosk. The Organised Part
of Business will be established mainly with the assets and human resources of the Fuel Depot located
in Piotrków Trybunalski (Poland), at ul. Przemysłowa 41-45. In the Company's accounting books, the
Fuel Depot is presented as a separate unit, with separately reported revenue and expenses.
Within the Company's structure, the Fuel Depot employs 8 persons, holding the following posts or
jobs:

Fuel Depot Manager

2 fuel dispatchers

2 plant operators

3 specialists
2.2. Contributed assets
The Organised Part of Business of Grupa LOTOS is understood as the part of business spun off from
the Company, operationally connected with the Piotrków Trybunalski Fuel Depot.
The Organised Part of Business will include the following assets:

developed real properties owned by the Company:
o
land lot No 167, with an area of 12,990 square metres, entered in the Land and
Mortgage Register under No KW 42174;
o
land lots No. 149/1, 150, 162, 164, 166 and 168, with a total area of 14,339 square
metres, entered in the Land and Mortgage Register under No. KW 68227;
o
land lot No. 169, with an area of 14,582 square metres, entered in the Land and
Mortgage Register under No. KW 6323;
o
land lot No. 165, with an area of 1,891 square metres, entered in the Land and
Mortgage Register under No. KW 26759;

buildings and structures: office building, central warehouse (oils), warehouse building,
auxiliary facilities and caretaker's lodge,

technological structures, plant and equipment forming the Fuel Depot's infrastructure,
including primarily:
o
storage facilities – 30 underground storage facilities with a capacity of 100 cubic
metres each,
o
handling and distribution pumping station,
o
fuel pipelines with a transmission unit which supports the unloading of fuels from
tank cars and their injection into road tankers,
o
fuel loading stations situated on two islands, including 2 top loading arms and 3
bottom loading arms,
o
vapour recovery unit (VRU) for recovering hydrocarbons from fuel vapours,
o
railway fuel discharge front with 9 one-sided stations;
o
AWAS wastewater treatment plant;

railway siding with a total length of 563 metres (fuel discharge front with a length of 150
metres, and stabling track which can accommodate 35 rail cars),

documents and permits issued by external entities, forming the legal basis for the Fuel
Depot's operation (including environmental permits, calibration certificates issued by the
Office of Technical Inspection, as well as permits guaranteeing occupational health and
safety and fire protection);

internal rules of procedure and other documents facilitating safe operation of the Fuel
Depot;

employment contracts with specialists employed at the Fuel Depot;

low-value assets used as employees' equipment;

agreements with providers of services and utilities (including cleaning services, security
services, waste collection, maintenance services, as well as water and electricity supplies),
3. Carrying amount of the Piotrków Trybunalski Fuel Depot
According to the Company's accounting records as at February 28th 2013, the carrying amount of the
assets comprising the Organised Part of Business. i.e. the Piotrków Trybunalski Fuel Depot, was as
follows:
PLN 5,633,291
The carrying amount of the Organised Part of Business comprises the following assets:
Item
Land
Buildings
Structures
Carrying amount as
at
Feb 28 2013
756,292
1,088,470
656,223
Other tangible assets
3,209,581
Total property, plant and equipment
5,710,565
Trade receivables
Total assets
121,771
5,832,337
Trade payables
87,585
Liabilities to the state budget
49,087
Salaries and wages payable
62,374
Total liabilities
Total carrying amount of the Organised Part of
Business
199,046
5,633,291
4. Valuation method
The carrying amount specified in the previous section does not take into account the market value of
assets, including in particular land and technological structures, which, despite having been written
down, continue to have a specific value in use, and thus a market value. Therefore, the valuation of
the Organised Part of Business, i.e. the Piotrków Trybunalski Fuel Depot, was performed using the
adjusted net assets method.
It should be remembered, though, that the operations of the Fuel Depot have been carried out as
part of the Company's operations: the Fuel Depot's task has been to enhance the commercial
offering of Grupa LOTOS, rather than generate any significant profit. Following the spin-off, the
Organised Part of Business will provide its services both to the Company and to third parties. As the
assets listed above will be employed in a specific business activity, they were also valued using the
income method. This valuation method was used because the value of a business entity should be
viewed as its ability to generate income, particularly in terms of return on equity, which may be
measured as the owner's income and cash.
Given the conservative nature of the valuation, the lower of the two values arrived at using the
methods referred to above should be deemed the minimum value of the Organised Part of
Business, i.e. the Piotrków Trybunalski Fuel Depot.
The valuation was performed as at February 28th 2013, based on data and other information made
available by the Company, as well as information from external sources and the appraiser's
experience in developing financial forecasts for business entities.
5. Valuation of the Organised Part of Business using the adjusted net
assets method
5.1.
Valuation method
Valuation with the adjusted net assets (adjusted carrying amount) method reflects the actual market
value of a company's assets and liabilities. This valuation method helps to determine, based on the
company’s accounting records and assets it actually holds, the market values of all its assets and the
present value of its debt capital.
The valuation was performed as at February 28th 2013, based on data and information provided by
the Company with respect to the tangible assets as well as other assets, equity and liabilities related
to the Organised Part of Business, and in reliance on information from external sources. In particular,
the valuation was based on accounting data, records of tangible assets and other documents
specifying the assets and liabilities held.
The valuation is indicative and may be subject to changes once the final structure of the Organised
Part of Business is determined – as at the date of this valuation, information was available on the
tangible assets and human resources of the Fuel Depot, but the ultimate value of receivables and
liabilities related to the Organised Part of Business was unknown.
5.2.
5.2.1.
Valuation of assets and liabilities
Valuation of intangible assets
As at the end of February 2013, the Company carried no intangible assets related to the operations
of the Piotrków Trybunalski Fuel Depot.
5.2.2.
Valuation of land, buildings and structures
As at February 28th 2013, the Company held the following developed properties related to the Fuel
Depot:

land lot No 167, with an area of 12,990 square metres, entered in the Land and Mortgage
Register under No KW 42174

land lots No. 149/1, 150, 162, 164, 166 and 168, with a total area of 14,339 square metres,
entered in the Land and Mortgage Register under No. KW 68227

land lot No. 169, with an area of 14,582 square metres, entered in the Land and Mortgage
Register under No. KW 6323

land lot No. 165, with an area of 1,891 square metres, entered in the Land and Mortgage
Register under No. KW 26759.
The Company held ownership title to the above land lots and to 5 buildings and 12 structures
permanently attached to the land.
The market value of the developed properties as a whole has been estimated at PLN 5,143,388.
The amount comprises the fair value of:

land owned with a total area of 43,802 square metres, in the amount of PLN 985,546

buildings, in the total amount of PLN 1,545,642

structures, in the total amount of PLN 2,612,200.
5.2.3.
Valuation of other non-current assets
In accordance with its purpose, the valuation determined the market value of tangible assets falling
into groups 3-8 and low-value assets included in the lists of tangible assets related to the Organised
Part of Business, provided by the Company.
The valuation determined the market value of those assets, treated as a whole, in line with their
current uses.
The total market value of the tangible assets included in the Organised Part of Business has been
estimated at PLN 3,202,100.
The table below presents the value of tangible assets by group (PLN ‘000).
Group of tangible assets
Gross value
Accumulated
depreciation
Net value
Market
value
Group 3
0.0
0.0
0.0
0.0
Group 4
2,641.5
1,695.8
945.7
927.7
Group 5
2,277.4
291.1
1,986.2
2,049.3
Group 6
335.1
162.4
172.7
125.1
Group 7
49.0
49.0
0.0
6.1
Group 8
166.3
61.3
105.0
93.9
Group 9
33.8
33.8
0.0
0.0
5,503.0
2,293.4
3,209.6
3,202.1
Total
Source: in-house data based on the estimated value of tangible assets of the Organised Part of Business
5.2.4.
Valuation of other assets of the Organised Part of Business
Other assets of the Organised Part of Business, i.e. the Piotrków Trybunalski Fuel Depot, include
trade receivables at their carrying amount of PLN 122 thousand.
5.2.5.
Valuation of bank borrowings
As at February 28th 2013, the Company did not have any bank borrowings related to the Organised
Part of Business – the Piotrków Trybunalski Fuel Depot.
5.2.6.
Valuation of current liabilities
Based on the information obtained from the Company, all the Company’s current liabilities related to
the Organised Part of Business (trade payables, prepayments, liabilities to the state budget, salaries
and wages payable and other accounts) were current liabilities and were paid in accordance with the
relevant agreements and commitments.
Accordingly, their market value was assumed to be their carrying amount, i.e. a total of PLN 199
thousand.
5.2.7.
Off-balance-sheet liabilities
As at February 28th 2013, the Company carried no off-balance-sheet receivables or liabilities relating
to the Organised Part of Business.
5.2.8.
Result of the adjusted net assets valuation
Below is presented the estimated value of the adjusted assets of the Organised Part of Business of
Grupa LOTOS S.A., i.e. the Piotrków Trybunalski Fuel Depot, as at February 28th 2013.
ASSETS
A. Non-current assets
I. Intangible assets
II. Property, plant and equipment and equivalents
Land and buildings
Structures
Plant and equipment
Vehicles
Other tangible assets
III. Long-term investments
III. Non-current prepayments and accrued income
B. Current assets
I. Inventories
II. Receivables and claims
Trade receivables
III. Cash
IV. Prepayments and accrued income
Total assets
LIABILITIES
B. Provisions
C. Non-current liabilities
D. Current liabilities
Bank borrowings
Trade payables
Taxes, excise duty and social security contributions
payable
Salaries and wages payable
E. Accruals and deferred income
Total liabilities
Valuation
Valuation (rounded)
Carrying
amount
After revaluation
Adjustment
PLN
Adjustment
%
5,710.6
0.0
5,710.6
1,844.8
656.2
3,104.6
0.0
105.0
0.0
0.0
121.9
0.1
121.8
121.8
0.0
0.0
5,832.5
8,345.5
0.0
8,345.5
2,531.2
2,612.2
3,102.1
6.1
93.9
0.0
0.0
121.9
0.1
121.8
121.8
0.0
0.0
8,467.4
2,634.9
0.0
2,634.9
686.4
1,956.0
-2.5
6.1
-11.1
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
2,634.9
46%
46%
37%
298%
0%
-11%
0%
0%
0%
0%
45%
0.0
0.0
199.6
0.0
87.6
49.1
0.0
0.0
199.6
0.0
87.6
49.1
0.0
0.0
0.0
0.0
0.0
0.0
0%
0%
0%
0%
62.4
0.0
199.6
62.4
0.0
199.6
0.0
0.0
0.0
0%
0%
5,633
5,600
8,268
8,270
2,634.9
2,670
47%
48%
Source: Company accounting data / in-house analysis
The value of the adjusted net assets of the Organised Part of Business of Grupa LOTOS S.A. of
Gdaosk, i.e. the Piotrków Trybunalski Fuel Depot, as at February 28th 2013 was:
PLN 8,270 thousand
6. Valuation of the Organised Part of Business using the income
method
6.1.
Method overview
The discounted cash flow valuation (income) method relies on the assumption that the value of a
company (or business projects) reflects financial benefits which the owner can derive from its
operations.
Such benefits can be estimated based on the income generated by the company in the past or the
income it will generate in the future.
In the first approach, it is assumed that the company has been growing and operating without major
disruptions and it will continue to operate in this way. This approach may be applied with respect to
businesses that show little sensitivity to market trends and do not undergo any significant internal
changes. The value of a business can be estimated based on its past performance only in very stable
economies, especially those with stable market conditions and inflation rates.
Considering the current situation of the Organised Part of Business to be spun off, it is more
appropriate to adopt the other approach, where the value of a business is estimated based on
financial benefits expected to be derived from its operations in the future.
Such benefits are usually defined as the sum of discounted net profits from a project or the sum of
discounted cash flows and the residual value determined as at the end of the projection period.
The valuation of the Organised Part of Business, i.e. the Piotrków Trybunalski Fuel Depot, using the
income method (DCF) is an estimate of the value of its business.
In the DCF valuation, the value of a business is the sum of income generated by the business,
discounted as at the valuation date. The present value of income is estimated in accordance with the
following formula:
W
CFn
CF1
CF2
RV

 

1
2
n
(1  k1 ) (1  k 2 )
(1  k n ) (1  k n ) n
where:
W
is the value of the business concerned,
CFn
is the balance of inflows and outflows in the nth year of the
projection,
RV / (1+kn)
kn
n
is the residual value as at the time of the valuation,
is the discount rate in the nth year of the projection.
Considering the above formula, it may be noted that, from the point of view of the valuation method
applied to the Organised Part of Business, it is important to define detailed assumptions concerning
the cash flow model, including:

preparation of a business plan/financial projection for the business, so as to define the
manner of calculating inflows and outflows in the successive years covered by the projection,

method of assessing the value of equity and debt capital;

adoption of a method for estimating the discount rate;

determination of a method for estimating the residual value (value of the business as at the
end of the projection period).
The following sections present the assumptions adopted to estimate each of the above elements of
the model.
Cash flows
This valuation method takes into account the total cash flow, including the financial effect of any
events which may occur in the future operations of the Organised Part of Business. Such cash flow
serves as the basis for the discounted cash flow (DCF) valuation.
The value of the Organised Part of Business was assessed on the basis of free cash flows calculated
using the following algorithm:
(+) operating income
(-) operating expenses
(=) operating profit (EBIT)
(-) income tax on EBIT
(=) net operating profit less adjusted taxes (NOPLAT)
(+) depreciation and amortisation
(+) value of assets sold
(-) capital expenditure
(+/-) change in inventories
(+/-) change in receivables
(+/-) change in current liabilities
(+/-) change in other operating assets, equity and liabilities
(=) free cash flows
The use of the above algorithm as the calculation basis has a significant bearing on the final shape of
the valuation model. The model must allow for the fact that both inflows and outflows do not cover
areas unrelated to operating activities, which means that inflows and outflows do not depend on
changes in the capital structure or non-operational investments.
6.2. Discount rate – cost of capital
Cash flows are discounted using the calculated discount rate, showing the cost of capital employed in
the Company's operations. The valuation relied on nominal discount values, changing over time.
The discount rate is defined as the required return on invested capital. The rate may be defined using
the following elements:

the risk-free rate;

the systematic risk premium (country risk, industry risk);

the project-specific risk premium (depending on the situation of the project concerned).
The discount rate was determined on the basis of the following equation:
R  r   * Rrynku  Rspec
where: R is the cost of capital; r is the risk-free rate,  indicates the industry risk, Rof the market is the
premium for market risk, Rspec. is the project-specific risk.
The risk-free rate can be defined as a rate of return on investment in securities issued by the State
Treasury. Thus, the rate can be determined by reference to the yield on treasury bonds, which are a
very attractive and safe investment. Treasury bonds are issued by the State Treasury and are used as
a medium- and long-term investment instrument. Moreover, treasury bonds do not carry the
investment risk inherent in other financial instruments. Treasury bonds ensure (a) maximum security
of invested funds and their guaranteed liquidity, (b) high and fairly stable yields, as well as (c)
discretion in deciding on the investment duration.
The average yield on five-year bonds listed on the WSE, now at 3.2%, was adopted in the valuation1.
The premium for systematic (market) risk reflects investors' perception of the investment risk in
Poland. The current level of the premium can be set at 6.5%, in accordance with the measures
presented in Damodoran studies2.
The measure of risk shows the investment risk of the industry in which the company will operate.
The Beta for the operations of the future Organised Part of Business is 1.25.
Considering the above, the cost of capital was determined at 11.3%.
The residual value was determined on the basis of perpetual annuity estimated based on the last
cash flow covered by the projection, with the capitalisation rate of 11.3%, using the following
formula:
WR 
FCFt 1
,
K
where WR is the residual value, FCFt+1 is the free cash flow in the last year of the projection, K is the
cost of capital.
1
http://www.aliorbank.pl/resources/res/repozytorium_dokumentow/biuro_maklerskie/obligacje/obligacje_ren.
pdf
2
http://pages.stern.nyu.edu/~adamodar/New_Home_Page/datafile/ctryprem.html
6.3. Assumptions of the income valuation of the Organised Part of Business
6.3.1.
General assumptions of the income valuation
The income valuation relies on the financial projection prepared for the activities of the new
company to be formed by contributing the Organised Part of Business, i.e. the Piotrków Trybunalski
Fuel Depot.
The income valuation was prepared based on the financial projection covering the first five years of
the newly formed company's operations (for the sake of simplicity, the projection covers full years in
the period 2013-2015).
The actual growth of the Piotrków Trybunalski Fuel Depot may be faster than assumed in the
forecast, because the forecast was based on conservative assumptions, in line with the overall
purpose of this valuation.
The projection was based on variable prices, taking account of the inflation rate, based on the
information provided by the Company (including the 2013 budget), as well as in-house analysis.
Having regard to the overall purpose of this valuation, i.e. to determine the market value of the
business model adopted by the Organised Part of Business for the Piotrków Trybunalski Fuel Depot,
the value of the business will be determined based on the current know-how, customer base and
intellectual property, as well as ability to operate on the market.
In this approach, it is possible to determine the market value of the Organised Part of Business, using
up-to-date information on its current potential and know-how, as well as sales capacity.
6.3.2.
Sales forecast
The forecast of the 2013 revenue is in line with the Company's budget for the fuel depot for 2013,
i.e. at PLN 2,944 thousand.
Its expected growth in the following years was determined based on the assumed inflation rate (4%
in every subsequent year of the projection).
6.3.3.
Assumed variable costs
An analysis of previous years' costs of the fuel depot indicates that this activity generates almost
exclusively fixed costs; therefore, only costs of energy were considered variable costs. The forecast of
those costs for the coming years is in line with the Company's budget for 2013, and in the following
years their amount will depend on the changes in revenue – their share in sales revenue was
assumed at 3.7%.
6.3.4.
Assumed employment and cost of salaries and wages
The organisational structure of the new company will include 8 job positions. The cost of salaries and
wages in the first year were assumed as the average calculated based on the budget for 2013 and the
number of employees.
As of 2014, the forecast assumes an annual increase in average salaries and wages in line with the
expected inflation rate.
The average cost of social security contributions and other employee benefits was assumed at 26% of
the budgeted cost of salaries and wages (based on data for 2012).
6.3.5.
Assumed investments
The projection assumes the following CAPEX considered essential for ensuring the security and
further development of the fuel depot:

drainage of the railway siding area and storage facilities – PLN 770 thousand in 2013,

self-service fuel collection unit (central dispatch system) – PLN 60 thousand in 2013,

installation of an additives dosing unit – PLN 750 thousand in 2014-2015.
Other CAPEX projects (if any) will be carried out by the management board of the new company.
Depreciation charges were calculated separately for the planned CAPEX and for existing tangible
assets, in accordance with the Company's financial policy.
6.3.6.
Assumed other expenses
In addition to the above-mentioned costs of employment and depreciation, other expenses include
costs of materials, services, taxes and charges, and other costs.
Individual cost items assumed for 2013 were based on the Company's budget, and inflation rate was
taken into account for the following years.
6.3.7.
Assumed working capital
Changes in working capital were estimated based on the following cycles:

inventories
– no inventories,

trade receivables
– 21 days in relation to sales revenue,

trade payables – 21 days in relation to "external" costs (costs of materials and services).
In addition, VAT and income tax settlements were taken into account, in accordance with the
regulations currently in force.
6.4. Result of the income valuation of the Organised Part of Business –
Piotrków Trybunalski Fuel Depot
Presented below is the calculated income value of the Organised Part of Business, i.e. the Piotrków
Trybunalski Fuel Depot, as at the valuation date.
2013
2014
2015
2016
2017
Operating income
2,944
3,062
3,184
3,311
3,444
Operating expenses
2,940
2,663
2,731
2,798
2,870
Operating profit (EBIT)
3
398
453
513
574
Income tax on EBIT
1
76
86
98
109
Net operating profit less adjusted taxes
3
323
367
416
465
445
445
424
399
375
-830
-400
-350
0
0
Change in inventories
0
0
0
0
0
Change in receivables
-50
-7
-7
-7
-8
Change in current liabilities
-10
-7
7
8
8
Free cash flows
-442
354
441
815
840
Discounted free cash flows
-408
296
332
551
510
Depreciation and amortisation
Capital expenditure
Discounted residual value
4,513
Income value of the Piotrków Trybunalski Fuel
Depot
5,790
Source: In-house analysis
The income value of the Organised Part of Business of Grupa LOTOS S.A. of Gdaosk, i.e. the
Piotrków Trybunalski Fuel Depot, as at February 28th 2013 was:
PLN 5,790 thousand.
7. Annexes
1.
Financial projection for an Organised Part of Business of Grupa LOTOS – Piotrków Trybunalski
Fuel Depot
2.
Property appraisal report covering the real property and tangible assets of the Piotrków
Trybunalski Fuel Depot of Grupa LOTOS S.A.
2011
2012
2013
2014
2015
2016
2017
4.0%
4.20
19.0%
4.2%
4.0%
4.20
19.0%
4.2%
4.0%
4.20
19.0%
4.2%
4.0%
4.20
19.0%
4.2%
4.0%
4.20
19.0%
4.2%
1. Macroeconomic assumptions
Inflation rate
EUR/PLN
Income tax rate
3M WIBOR
19.0%
19.0%
[PLN ‘000]
[PLN ‘000]
[PLN ‘000]
285
3,423
205
2,466
19%
245
2,944
4%
255
3,062
4%
265
3,184
4%
276
3,311
4%
287
3,444
[%]
[%]
0.0%
3.1%
0.0%
3.0%
0.0%
3.7%
0.0%
3.7%
0.0%
3.7%
0.0%
3.7%
0.0%
3.7%
0
105
105
0
74
74
0
108
108
0
112
112
0
117
117
0
121
121
0
126
126
8
8
8
8
8
8
3.8%
4.0%
4.0%
4.0%
4.0%
8,093
8,416
8,753
9,103
9,467
2. Assumed revenue
Assumed change in average revenue
Average monthly revenue in period
Total revenue of the Organised Part of
Business – Rypin Fuel Depot
3. Assumed variable costs
Assumed share of variable costs in revenue
Raw materials and consumables
Energy
Summary of variable costs
Raw materials and consumables
Energy
Total variable costs
[PLN ‘000]
[PLN ‘000]
[PLN ‘000]
4. Assumed employment and cost of salaries and wages
Workforce
Assumed increase in salaries and wages
[FTE]
8
[%]
Average gross monthly pay
[PLN/FTE]
Total salaries and wages
[PLN ‘000]
787
748
777
808
840
874
909
[%]
24%
25%
25%
25%
25%
25%
25%
[PLN ‘000]
185
185
192
200
208
216
225
400
52
460
33
13
153
47
202
21
66
996
787
185
972
133
1
1
2,555
434
56
202
25
43
153
45
38
21
50
579
748
185
934
185
1
1
2,190
445
71
695
32
34
162
54
46
25
103
1,151
777
192
969
189
8
8
2,832
445
74
452
33
35
168
56
48
26
107
819
808
200
1,008
196
8
8
2,551
424
77
470
34
37
175
58
50
27
111
852
840
208
1,048
204
9
9
2,614
399
80
489
36
38
182
61
52
28
116
886
874
216
1,090
212
9
9
2,677
375
83
509
37
40
190
63
54
29
121
922
909
225
1,134
221
9
9
2,744
Assumed percent of charges on salaries and
wages
Employee benefits
8,200
7,797
5. Assumed fixed costs
Depreciation and amortisation
Materials used
Overhauls
Technical supervision
Tanks cleaning
Property protection
Cleaning services
Computer systems maintenance
Car lease
Other services
Services
Salaries and wages
Charges on salaries and wages
Total employment costs
Taxes and charges
Other
Other expenses
TOTAL FIXED COSTS
2011
2012
2013
2014
2015
2016
2017
6. Assumed investments and depreciation
Capital expenditure
Land
Buildings and structures
Other tangible assets
Total capital expenditure
0
830
0
830
0
400
0
400
0
350
0
350
0
0
0
0
0
0
0
0
756
4,868
5,503
11,127
756
5,698
5,503
11,957
756
6,098
5,503
12,357
756
6,448
5,503
12,707
756
6,448
5,503
12,707
756
6,448
5,503
12,707
434
3.9%
0
230
215
445
3.7%
0
230
215
445
3.6%
0
226
198
424
3.3%
0
215
184
399
3.1%
0
202
173
375
3.0%
756
1,745
3,210
5,711
756
2,345
2,995
6,096
756
2,514
2,780
6,051
756
2,638
2,582
5,976
756
2,423
2,398
5,577
756
2,221
2,225
5,202
105
972
1,583
2,660
74
934
1,256
2,264
108
969
1,863
2,940
112
1,008
1,543
2,663
117
1,048
1,566
2,731
121
1,090
1,587
2,798
126
1,134
1,610
2,870
0.00
0.00
-7.48
30
360
0
21
21
56
25
31
0
16
360
0
21
21
59
19
39
0
17
360
0
21
21
61
20
41
0
17
360
0
21
21
63
21
43
0
18
360
0
21
21
66
22
44
0
19
500
500
0
200
300
300
0
200
100
100
0
100
0
0
0
0
0
7.2%
36
7.2%
29
7.2%
14
7.2%
4
7.2%
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
8.2%
0
8.2%
0
8.2%
0
8.2%
0
8.2%
0
Gross amount at end of the period
Land
Buildings and structures
Other tangible assets
Total gross amount
Depreciation in period
Land
Buildings and structures
Other tangible assets
Total depreciation
400
Net amount at end of period
Land
Buildings and structures
Other tangible assets
Total net amount
7. Summary of cost of core activities
Variable costs
Employment costs
Other fixed costs
Cost of core activities
8. Assumed cycles
Number of days
Inventories (to cost of materials)
Trade receivables (to sales)
Trade payables (to external costs)
Output VAT
Input VAT
VAT liabilities
CIT liabilities
Liabilities to the Social Security Institution
21
21
47
14
34
0
15
9. Assumed borrowings
Non-current borrowings
Outstanding amount at beginning of period
Increase in borrowings
Repayment of borrowings
Outstanding amount at end of period
Interest rate
Cost of borrowings
Current borrowings
Outstanding amount at beginning of period
Increase in borrowings
Repayment of borrowings
Outstanding amount at end of period
Interest rate
Cost of borrowings
500
2011
2012
2013
2014
2015
2016
2017
Sales of products and services
Sales of merchandise and materials
Total revenue
3,423
0
3,423
2,466
0
2,466
2,944
0
2,944
3,062
0
3,062
3,184
0
3,184
3,311
0
3,311
3,444
0
3,444
Cost of merchandise and materials sold
Cost of core activities
Total costs
0
2,660
2,660
0
2,264
2,264
0
2,940
2,940
0
2,663
2,663
0
2,731
2,731
0
2,798
2,798
0
2,870
2,870
Profit (loss) on sales
763
202
3
398
453
513
574
Other income
Operating expenses
Operating profit/(loss)
0
0
763
0
0
202
0
0
3
0
0
398
0
0
453
0
0
513
0
0
574
Finance income
Finance costs
Extraordinary gains/losses
Pre-tax profit
Accumulated pre-tax profit
0
0
0
763
763
0
0
0
202
202
0
36
0
-33
-33
0
29
0
370
337
0
14
0
439
776
0
4
0
510
1,285
0
0
0
574
1,859
145
618
22.3%
22.3%
18.1%
38
163
8.2%
8.2%
6.6%
0
-33
0.1%
-1.1%
-1.1%
70
299
13.0%
12.1%
9.8%
83
355
14.2%
13.8%
11.2%
97
413
15.5%
15.4%
12.5%
109
465
16.7%
16.7%
13.5%
Table Projected income statement
Income tax expense
Net profit (loss)
Profit (loss) on sales/revenue
Pre-tax profit/total revenue
Net profit/total revenue
Table Projected statements of financial position
Non-current assets
5,711
6,096
6,051
5,976
5,577
5,202
0
122
0
0
122
0
172
0
23
194
0
179
0
153
331
0
186
0
382
568
0
193
0
1,094
1,288
0
201
0
1,934
2,135
Other assets
0
0
0
0
0
0
Total assets
5,832
6,290
6,382
6,545
6,865
7,338
Share capital
Profit/(loss) for period
Retained profit/(accumulated loss)
Equity
5,633
0
0
5,633
5,633
-33
0
5,601
5,633
299
-33
5,900
5,633
355
267
6,255
5,633
413
622
6,668
5,633
465
1,035
7,133
Provisions
0
0
0
0
0
0
Non-current liabilities
0
500
300
100
0
0
0
88
49
62
0
199
0
78
47
65
0
189
0
59
56
67
0
182
0
61
58
70
0
189
0
63
61
73
0
197
0
66
63
76
0
205
0
5,832
0
6,290
0
6,382
0
6,545
0
6,865
0
7,338
0.0
0.0
0.0
0.0
0.0
0.0
Inventories
Trade receivables
Other receivables
Cash
Current assets
Current borrowings
Trade payables
Liabilities to the state budget
Salaries and wages payable
Other liabilities
Total current liabilities and special accounts
Other equity and liabilities
Total equity and liabilities
2011
2012
2013
2014
2015
2016
2017
-33
445
0
-50
-10
0
353
299
445
0
-7
-7
0
730
355
424
0
-7
7
0
780
413
399
0
-7
8
0
812
465
375
0
-8
8
0
840
-830
500
-330
-400
-200
-600
-350
-200
-550
0
-100
-100
0
0
0
0
23
23
23
130
153
153
230
382
382
712
1,094
1,094
840
1,934
Yield on treasury bonds
Beta
Market premium
3.20%
1.25
6.5%
3.20%
1.25
6.5%
3.20%
1.25
6.5%
3.20%
1.25
6.5%
3.20%
1.25
6.5%
Cost of capital
11.3%
11.3%
11.3%
11.3%
11.3%
Discount factor
0.932
0.837
0.752
0.676
0.607
Operating income
Operating expenses
Operating profit (EBIT)
Income tax on EBIT
Net operating profit less adjusted taxes (NOPLAT)
2,944
2,940
3
3
1
3
3,062
2,663
398
402
76
323
3,184
2,731
453
855
86
367
3,311
2,798
513
1,368
98
416
3 444
2 870
574
1 942
109
465
Depreciation and amortisation
Capital expenditure
Change in inventories
Change in receivables
Change in current liabilities
Change in other operating assets, equity and liabilities
445
-830
0
-50
-10
0
445
-400
0
-7
-7
0
424
-350
0
-7
7
0
399
0
0
-7
8
0
375
0
0
-8
8
0
Free cash flows
Discounted free cash flows
Discounted residual value
-442
-412
354
296
441
332
815
551
840
510
4 513
Table Projected statement of cash flows
Net profit
Depreciation and amortisation
Change in inventories
Change in receivables
Change in current liabilities
Change in other assets, equity and liabilities
Cash flows from operating activities
Capital expenditure
Change in borrowings
Cash flows from investing and financing activities
Cash at beginning of period
Change in net cash flows
Cash at end of period
Table Valuation with the DCF method
Discount rate – cost of capital
Income value of business
Interest-bearing debt capital
Income value of business for owner of the Organised Part of
Business – Piotrków Trybunalski Fuel Depot
5 790
0
5,790
Domzała Paweł
81-578 Gdynia, ul. Fregatowa 32a
PROPERTY APPRAISAL REPORT
covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
Land lots with a total area of 43,802 square metres held in ownership:
-
land lot No. 167, with an area of 12,990 square metres, entered in the Land and
Mortgage Register under No. KW 42174;
-
land lots Nos. 149/1, 150, 162, 164, 166 and 168, with a total area of 14,339 square
metres, entered in the Land and Mortgage Register under No. KW 68227;
-
land lot No. 169, with an area of 14,582 square metres, entered in the Land and
Mortgage Register under No. KW 63233;
-
land lot No. 165, with an area of 1,891 square metres, entered in the Land and
Mortgage Register under No. KW 26759.
Gdynia, April 30th 2013
Prepared by:
Paweł Domzała
Licensed Property Appraiser
(Licence No. 4025)
[round seal reading as follows:]
PROPERTY APPRAISER PAWEŁ DOMZAŁA,
81-578 GDYNIA, UL. FREGATOWA 32 A,
TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 2
CONTENTS:
CONTENTS:.......................................................................................................................................... 2
EXCERPT FROM THE PROPERTY APPRAISAL REPORT ....................................................... 3
I.
SUBJECT AND SCOPE OF VALUATION ........................................................................... 4
II.
PURPOSE OF VALUATION .................................................................................................. 5
III.
BASIS OF PROPERTY APPRAISAL REPORT................................................................... 6
1.
FORMAL BASIS .......................................................................................................... 6
2.
LEGAL AND SUBSTANTIVE BASIS ........................................................................... 6
3.
SOURCES OF DATA ................................................................................................... 6
IV.
DATES RELEVANT TO PROPERTY APPRAISAL REPORT ......................................... 7
V.
DESCRIPTION OF REAL PROPERTY AND ITS CONDITION ...................................... 7
1.
LEGAL STATUS OF APPRAISED ASSETS – LAND AND MORTGAGE REGISTER ...... 7
2.
LEGAL STATUS OF APPRAISED ASSETS – LAND REGISTER ..................................10
3.
INTENDED USE UNDER LOCAL ZONING PLAN .......................................................11
4.
LOCATION AND ITS CONDITIONS ...........................................................................11
5.
DESCRIPTION OF BUILDINGS ON THE PROPERTY .................................................14
6.
DESCRIPTION OF STRUCTURES ON THE PROPERTY ..............................................15
VI.
VALUATION METHOD ....................................................................................................... 17
1.
VALUATION METHOD ADOPTED FOR REAL PROPERTY .......................................17
2.
VALUATION METHOD ADOPTED FOR OTHER ASSETS ..........................................20
3.
CHARACTERISTICS AND ANALYSIS OF LOCAL MARKET .....................................21
VII.
ESTIMATED MARKET VALUE OF LAND ...................................................................... 21
VIII. ESTIMATED MARKET VALUE OF BUILDINGS ........................................................... 24
1.
ESTIMATION OF NET CAPITALISATION RATE ........................................................24
2.
ESTIMATION OF POTENTIAL GROSS INCOME ........................................................26
3.
ESTIMATION OF EFFECTIVE GROSS INCOME .........................................................27
4.
ESTIMATION OF EFFECTIVE NET INCOME .............................................................28
5.
ESTIMATED MARKET VALUE OF BUILDINGS ........................................................29
IX.
ESTIMATED VALUE OF STRUCTURES .......................................................................... 31
X.
ESTIMATED VALUE OF OTHER FIXED ASSETS ......................................................... 34
XI.
FINAL RESULTS OF VALUATION ................................................................................... 39
XII.
DISCLAIMERS ....................................................................................................................... 40
XIII. LIST OF APPENDICES ......................................................................................................... 41
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 3
EXCERPT FROM THE PROPERTY APPRAISAL REPORT
1.
DESCRIPTION OF APPRAISED ASSETS:
The appraised assets include the ownership title to developed land lots located in
Piotrków Trybunalski, at ul. Przemysłowa 41-45 (County of Rypin, Province of Łódź).
Land lots with a total area of 43,802 square metres, held in ownership:
-
land lot No. 167, with an area of 12,990 square metres, entered in the Land and
Mortgage Register under No. KW 42174;
-
land lots Nos. 149/1, 150, 162, 164, 166 and 168, with a total area of 14,339 square
metres, entered in the Land and Mortgage Register under No. KW 68227;
-
land lot No. 169, with an area of 14,582 square metres, entered in the Land and
Mortgage Register under No. KW 63233;
-
land lot No. 165, with an area of 1,891 square metres, entered in the Land and
Mortgage Register under No. KW 26759.
These real properties are held by Grupa LOTOS S.A. of Gdańsk, and form part of the
Piotrków Trybunalski Fuel Depot.
Further, this document presents the estimated fair value of other property, plant and
equipment (groups 3 - 8).
2.
PURPOSE OF VALUATION:
The purpose of this valuation is to determine the market value of the assets as at February
28th 2013, with a view to estimating the fair value of individual items of property, plant
and equipment of the Piotrków Trybunalski Fuel Depot.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
3.
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 4
ESTIMATED MARKET (FAIR) VALUE OF ASSETS:
PLN 8,345,488
(eight million, three hundred and forty-five thousand,
four hundred and eighty-eight złoty)
4.
DATE OF PROPERTY APPRAISAL REPORT:
Gdynia, April 30th 2013
Prepared by:
Paweł Domzała
Licensed Property Appraiser
(Licence No. 4025)
[round seal reading as follows:]
PROPERTY APPRAISER PAWEŁ DOMZAŁA,
81-578 GDYNIA, UL. FREGATOWA 32 A,
TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
I. SUBJECT AND SCOPE OF VALUATION
The appraised assets include the ownership title to developed land lots located in
Piotrków Trybunalski, at ul. Przemysłowa 41-45 (County of Rypin, Province of Łódź).
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 5
Land lots with a total area of 43,802 square metres, held in ownership:
-
land lot No. 167, with an area of 12,990 square metres, entered in the Land and
Mortgage Register under No. KW 42174;
-
land lots Nos. 149/1, 150, 162, 164, 166 and 168, with a total area of 14,339 square
metres, entered in the Land and Mortgage Register under No. KW 68227;
-
land lot No. 169, with an area of 14,582 square metres, entered in the Land and
Mortgage Register under No. KW 63233;
-
land lot No. 165, with an area of 1,891 square metres, entered in the Land and
Mortgage Register under No. KW 63233.
These real properties are held by Grupa LOTOS S.A. of Gdańsk, and form part of the
Piotrków Trybunalski Fuel Depot.
Further, this document presents the estimated fair value of other property, plant and
equipment (groups 3–8).
The scope of the valuation includes the ownership title to undeveloped and
developed land (described above), as well as the fair value of other property, plant
and equipment.
II. PURPOSE OF VALUATION
The purpose of this valuation is to determine the market value of the assets as at February 28th
2013, with a view to estimating the fair value of individual items of property, plant and
equipment of the Piotrków Trybunalski Fuel Depot.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 6
III. BASIS OF PROPERTY APPRAISAL REPORT
1.
FORMAL BASIS
Agreement to perform the valuation of the Piotrków Trybunalski Fuel Depot as an
Organised Part of Business.
2.
LEGAL AND SUBSTANTIVE BASIS
1) Polish Real Estate Management Act of August 21st 1997 (consolidated text in Dz. U.
of 2010, No. 102, item 651, as amended)
2) Regulation of the Polish Council of Ministers of September 21st 2004, concerning
real property valuation and preparation of appraisal reports (Dz.U. No. 207, item
2109)
3) General National Valuation Principles (Resolution of the National Board of the
Polish Federation of Property Appraisers Associations, dated December 9th 2008)
4) International Financial Reporting Standards (IFRS), Polish edition by the
International Accounting Committee Foundation, London, 2005
3.
SOURCES OF DATA
1) Investigations of entries Nos. 42174, 68227 and 63233 in the Land and Mortgage
Register, carried out on April 26th 2013.
2) Simplified excerpts from the land register for the appraised land lots, together with a
register map, dated April 22nd 2013.
3) Parts of the Technical Audit report for the Piotrków Trybunalski Fuel Depot, made
available by the Company.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 7
4) Technical data concerning storage facilities as well as other buildings and
infrastructural facilities located on the premises of the Piotrków Trybunalski Fuel
Depot, made available by the Company.
5) Data prepared by the Company concerning the maintenance and investment policy
for the assets located on the premises of the Piotrków Trybunalski Fuel Depot.
6) On-site visit on April 22nd 2013.
7) Notary deeds for sale of real properties, made available by the Land Surveying
Department of the County Governor Office in Piotrków Trybunalski.
8) Own database of transaction prices for commercial real property.
IV. DATES RELEVANT TO PROPERTY APPRAISAL REPORT
1) Date of the property appraisal report: April 30th 2013
2) Date as at which the value of the assets was estimated: February 28th 2013.
3) Date as at which the condition of the assets subject to valuation was determined:
February 28th 2013.
4) Date of the real property inspection: April 22nd 2013.
V. DESCRIPTION OF REAL PROPERTY AND ITS CONDITION
1.
LEGAL STATUS OF APPRAISED ASSETS – LAND AND MORTGAGE
REGISTER
Entry No. KW 42174 – Land and Mortgage Register maintained by the District
Court in Piotrków Trybunalski, VI Land and Mortgage Register Division
Section I – Real Property:
Location: Piotrków Trybunalski, ul. Przemysłowa 43
Designation: land lot No. 167
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 8
Area: 1.2984 ha
Section I Sp. – List of rights related to legal title:
No entry
Section II – Ownership title:
Grupa LOTOS S.A. of Gdańsk
Section III – Encumbrances and restrictions
No entry
Section IV – Mortgages:
No entry
Entry No. KW 42174 in the Land and Mortgage Register based on an investigation
carried out on April 26th 2013.
Entry No. KW 68227 – Land and Mortgage Register maintained by the District
Court in Piotrków Trybunalski, VI Land and Mortgage Register Division
Section I – Real Property:
Location: Piotrków Trybunalski, ul. Przemysłowa 45
Designation:

Land lot No. 162, developed

Land lot No. 164, developed

Land lot No. 166, developed

Land lot No. 168, developed

Land lot No. 150, developed

Land lot No. 149/1, developed
Total area: 1.4374 ha
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 9
Section I Sp. – List of rights related to legal title:
No entry
Section II – Ownership title:
Grupa LOTOS S.A. of Gdańsk
Section III – Encumbrances and restrictions
No entry
Section IV – Mortgages:
No entry
Entry No. KW 68227 in the Land and Mortgage Register, based on an investigation
carried out on April 26th 2013.
Entry No. KW 63233 – Land and Mortgage Register maintained by the District
Court in Piotrków Trybunalski, VI Land and Mortgage Register Division
Section I – Real Property:
Location: Piotrków Trybunalski, ul. Przemysłowa 45
Designation: land lot No. 169, agricultural land
Area: 1.4585 ha
Section I Sp. – List of rights related to legal title:
No entry
Section II – Ownership title:
Grupa LOTOS S.A. of Gdańsk
Section III – Encumbrances and restrictions
No entry
Section IV – Mortgages:
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 10
No entry
Entry No. KW 63233 in the Land and Mortgage Register, based on an investigation
carried out on April 26th 2013.
Entry No. KW 26759 – Land and Mortgage Register maintained by the District
Court in Piotrków Trybunalski, VI Land and Mortgage Register Division
Section I – Real Property:
Location: Piotrków Trybunalski, ul. Przemysłowa 41
Designation: land lot No. 3/1
Area: 0.1892 ha
Note concerning an application: Dz.Kw /PT1P/4004/13/1 of April 8th 2013
Section I Sp. – List of rights related to legal title:
No entry
Section II – Ownership title:
Grupa LOTOS S.A. of Gdańsk
Section III – Encumbrances and restrictions
No entry
Section IV – Mortgages:
No entry
Entry No. KW 26759 in the Land and Mortgage Register, based on an investigation
carried out on April 26th 2013.
2.
LEGAL STATUS OF APPRAISED ASSETS – LAND REGISTER
Province: Łódź
County: Piotrków Trybunalski (city county)
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 11
Cadastral unit: Piotrków Trybunalski,
Cadastral District: 40
Owner: Grupa LOTOS S.A. of Gdańsk
Registration unit: G.80
Land lot designation:

land lot No. 149/1, Bi, area of 0.0124 ha

land lot No. 150, Bi, area of 0.3906 ha

land lot No. 162, Bi and Ba, area of 0.0999 ha

land lot No. 164, Bi and Ba, area of 0.0975 ha

land lot No. 166, Bi and Ba, area of 0.6392 ha

land lot No. 168, Bi and Ba, area of 0.1943 ha
Registration unit: G.82
Land lot designation: land lot No. 165, Bi, area of 0.1891 ha
Registration unit: G.83
Land lot designation: land lot No. 167, Bi, area of 1.2990 ha
Registration unit: G.81
Land lot designation: land lot No. 169, Bi and Ba, area of 1.4582 ha
Land records based on simplified excerpts for registration units Nos. G.80, G.81, G.82
and G.83, together with a register map, dated April 22nd 2013.
3.
INTENDED USE UNDER LOCAL ZONING PLAN
The land is not covered by the current local zoning plan.
4.
LOCATION AND ITS CONDITIONS
The Fuel Depot is located at ul. Przemysłowa in Piotrków Trybunalski.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 12
Piotrków Trybunalski is a city county in central Poland, located in the western part of the
Piotrkowska Plain. It is the second largest town in the Province of Łódź.
The town occupies an area of 67.24 square kilometres and has a population of some 76.7
thousand.
Piotrków Trybunalski is a major transport hub. The following national and international roads
intersect here:
•
A1 motorway (DK1, E75) Gdańsk - Toruń - Łódź - Piotrków Trybunalski - Częstochowa
- Cieszyn - state border
•
national road No. 8 (E67) state border - Kudowa-Zdrój - Wrocław - Piotrków
Trybunalski - Warsaw - Białystok - Budzisko - state border,
•
national road No. 12 state border - Łęknica - Leszno - Kalisz - Piotrków Trybunalski Radom - Lublin - Chełm - Dorohusk - state border
•
national road No. 91 Częstochowa - Radomsko - Piotrków Trybunalski - Głuchów.
The town has a well-developed system of bypasses, currently including the north-western
bypass and the eastern bypass. There are also plans for a town centre bypass, to be a future
alternative to the A1 toll motorway and the southern bypass. The town also has an airport with
an improved runway.
Since the 19th century, the town has been an industrial centre e.g. for glass making (Kara,
Hortensja, Feniks glass works), textiles (Zakłady Przemysłu Dziewiarskiego Sigmatex formerly Piotrkowska Manufaktura), mechanical engineering (Fabryka Maszyn Górniczych
Pioma, Warszawskie Zakłady Mechaniczne - Polskie Zakłady Lotnicze WZM-PZL). It is one
of the two major towns of the Piotrków-Bełchatów Industrial Region.
Owing to the town's convenient location, several major logistics centres are being developed
around Piotrków. The following companies have established their independent logistics
centres here:
•
IKEA - located at the renovated S-8 road.
•
Kaufland - conventional warehouses and automated high-stacking warehouse.
Warehouse compounds:
•
ProLogis Park Piotrków and ProLogis Park Piotrków II - with warehouse space rented by
such companies as: Unilever (4 ha in warehousing space), Carrefour (2 ha in warehousing
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 13
space), Vobis and Stock Polska.
•
Poland Central - the first warehouse building of the Poland Central complex was opened
towards the end of August 2007. The target area of the complex is 50 ha in warehousing
space.
•
Logistic City - Piotrków Distribution Center - The target warehousing space of the centre
is 38 ha. Currently, the warehousing space at the Logistic City equals about 90,000
square metres with another warehousing building under development.
Piotrków is also a centre for furniture making (Piotrkowska Fabryka Mebli), paper making,
glass making and textiles. Emerson, a major computer paper manufacturer, has its seat here. A
modern regional brewery Kiper, producing various beer types, is located in the southern part
of the town. There are also numerous local and regional construction contractors and
developers in the area.
The Fuel Depot is located in the southern part of the town, in an industrial and warehousing
district, right next to a major railway route. Across Przemysłowa Street there are facilities of
the Piotrków Land Flying Club.
The terrain of the plots is flat, with the shape of an elongated rectangle, located along the
railway trunk line. The area of the depot can be divided into three parts:
•
lot No. 169 developed with a warehouse building facing the street; while its undeveloped
section has been set aside for potential future storage facilities,
\
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 14
•
lots Nos. from 162 to 168 developed with fuel depot process infrastructure,
•
lot No. 150 developed with a railway track being the access track to the railway trunk line.
5.
DESCRIPTION OF BUILDINGS ON THE PROPERTY
1)
Office and staff amenity building (asset No. 105000269)
Single-storey detached building, with a footprint area of 293 m2. The building accommodates
office, staff amenity and utility space.
Key parameters:
•
internal floor area - 258 m2
•
volume - 1,136 m3
•
elevation above ground level up to 12 m.
Building structure: 25 cm thick clay brick external walls, lined with 6 cm thick mineral wool,
supported by corrugated, coated sheet T 30, internal walls made of 25 cm thick brick clay,
entrance stairs with two concrete steps with non-slip ceramic tiling. Flat roof made of
reinforced concrete hollow core slabs, insulated with 12 cm thick mineral wool.
2)
Process equipment warehouse (asset No. 101000423)
Single-storey, detached building.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 15
Usable area: 190 m2, volume: 336 m3.
Masonry section's dimensions: 7 m x 5.56 m, the remaining section includes steel roofing.
Walls of the masonry section made of masonry units, 28 cm thick.
3)
Utility building (asset No. 108000134)
Area - 17 m2, volume - 53 m3.
Structure: building made of concrete masonry units (25 cm in thickness), wooden roof
covered with zinc-plated trapezoidal sheeting.
4)
Caretaker’s lodge (asset No. 109000425)
Area - 8 m2, volume - 22 m3.
Structure: external walls made of 25 cm thick clay brick, flat roof made of reinforced hollow
core slabs, insulated with 12 cm thick mineral wool.
5)
Central warehouse - oils (asset No. 101000424)
Steel-framed building, concrete foundations. Usable area of 725 m2. The entire facility is
leased to LOTOS Oil.
6.
1)
DESCRIPTION OF STRUCTURES ON THE PROPERTY
Operational tanks
The storage park comprises 30 underground storage tanks, each with a capacity of 100 m3.
The tanks are single-wall, set horizontally on geomembrane with 1 m thick soil backfill. The
tanks have separate process lines for the unloading and loading of individual products. Space
inside the geomembrane is permanently monitored by six tank zone vapour sensors and two
groundwater sensors in piezometres, connected to the Veeder Root instrumentation system.
The system also controls stock levels, fill rate, overfill, temperature and water content.
The tanks are currently used to store Diesel oil (15 tanks), fuel oil (5 tanks) and petrol (10
tanks). Each tank is fitted with a separate breathing system with vacuum and pressure vents
and flame arresters. The storage tanks are connected, via underground and above ground
pipelines, with a transmission unit, which supports the unloading of fuels from tank cars and
their injection into road tankers.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
2)
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 16
Handling and distribution pumping station
The pumps are automated and activated by the system on a signal from the road tanker
loading front system or the handling front system. The pumps are dedicated to one product
only, and are placed on a bund with a sewage discharge connection and roofing. Equipment:
•
3 distribution pumps Q ~ 2,000 dm3/min,
•
3 unloading pumps Q ~ 2,000 dm3/min,
•
27 discharge hoses,
•
9 cold-shutdown quick-release fittings.
3)
Loading stations
The loading front – road tanker loading stations comprising 2 bays with equipment for bottom
loading and steel platforms and equipment for top loading. Operation of the loading system is
controlled and adjusted by the automatic control system, operated from the dispatching house
by the dispatcher/operator. The filling rate as measured by the instrumentation system ranges
from 1,100 dm3/min to 1,600 dm3/min for bottom and top loading. Each measuring
instrument is fitted with a device for density measurement, an automatic shut-off valve, filter separator, flow meter, flow control valve, and product fill controller. The ground is improved
(paving stones), roofed and has a water supply and sewage discharge connection. Equipment:
• Flow meters by Smith Meter, capacity of Q ~ 2,000 dm3/min - top and bottom loading,
• Bottom-loading arms by Flow Technics and top loading arms by OPW with overflow
sensors and a vapour return system.
4)
Vapour recovery unit
The sealing system relies on the flow of vapours to VRU via piping with anti-explosion fuses.
The purpose of VRU is to reduce the air emissions of vapour from petroleum products during
their handling and storage.
The recovery process takes place in the vapour recovery unit by BORSIG. The recovered
hydrocarbon vapour along with flushing petrol are sent back to the storage tanks. Air cleaning
involves hydrocarbon absorption to achieve the quantity of hydrocarbons in the discharge air
below 35 g/m3 per hour.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
5)
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 17
Railway siding
The total length of the railway siding is 563 m. The siding comprises the discharge front with
a length of 150 m and the holding track, which can accommodate up to 35 cars.
6)
Railway fuel discharge front,
The railway discharge front includes 9 one-sided stations , where it is possible to concurrently
discharge all products stored at the depot. The access front is fitted with a service platform
and a bund to prevent product spillage into the ground. The bund and the sewage line is
connected to the AWAS site sewage treatment plant.
7)
Road tanker fuel dispensers
Fuel dispensers are located on two bays with two steel platforms, fitted with 2 top filling
dispensers each, for fuel oil and Diesel oil distribution, and 3 bottom-loading dispensers, for
fuel oil, Diesel oil and unleaded petrol distribution. The entire facility is roofed and has a
sewage line connected to the AWAS site sewage treatment plant.
8)
A WAS sewage treatment plant
There is a sewage treatment plant on the premises of the depot, comprising a separator and the
holding tank. Stormwater and industrial sewage from the entire Fuel Depot, which may
contain POL residue, is sent to the AWAS-H-1900 separator, which works on the coalescing
and gravity principle. Separated oil is collected on the water surface and the treated sewage is
pumped into the holding tank (50 m3 in capacity), which discharges it to the Śrutowy Dołek
stream.
There is a heating oil dispenser on the premises of the depot, from which oil is transferred to
the boiler house to heat up the office and staff amenity building.
VI. VALUATION METHOD
The purpose of this valuation is to determine the market value of the assets as at February 28th
2013, with a view to estimating the fair value of individual items of property, plant and
equipment of the Piotrków Trybunalski Fuel Depot.
1.
VALUATION METHOD ADOPTED FOR REAL PROPERTY
This valuation was based on the assumption that the entity remains a going concern,
understood as the type of the entity‟s economic activity rather than its legal form.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 18
Pursuant to Art. 151.1 of the Polish Real Estate Management Act of August
21st 1997, “The market value of a real property is its estimated realisable market price,
determined based on the transaction prices obtained subject to the following conditions:
1. Parties to the agreement were not related, acted without compulsion, and had a firm
intention to enter into the agreement,
2. The time necessary to ensure the proper market exposure of the real property and to
negotiate the contractual terms has passed.”
According to the Polish Accountancy Act, “Fair value is the amount for which an asset
could be exchanged, or a liability settled, between knowledgeable, willing, and unrelated
parties in an arm‟s length transaction.”
Similar definitions of fair value are contained in IAS 16 “Property, Plant and Equipment” (the
amount for which an asset could be exchanged between knowledgeable, willing parties
in an arm's length transaction), IFRS 3 “Business Combinations”, and IAS 40
“Investment Property”.
This report estimates the fair value of land and individual buildings and structures located on
the property. The property in question consists of a number of plots, but in fact it constitutes a
uniform area to be used for very specific purposes – as a fuel depot with the associated
specialist facilities.
Under IAS 16, the fair value of land and buildings is usually their market value
determined from market-based evidence by appraisal.
If there is no market-based evidence of fair value because of the specialised nature of the
item of property, plant and equipment and the item is rarely sold, except as part of a
continuing business, an entity may need to estimate fair value using an income or a
depreciated replacement cost approach.
In order to determine the market (fair) value of individual items of property, plant and
equipment constituting the property in question, a mixed approach was adopted:
1. For the purpose of determining the market value of land, the comparative approach and
the adjusted average price method were applied.
In the comparative (or sales comparison) approach, the value of a real property is
determined on the assumption that it corresponds to the prices paid for similar
properties sold on the market.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 19
Under the adjusted average price method, the market value of a real property is
determined based on at least ten to twenty transactions involving representative,
comparable real properties sold on the market.
2. For the purpose of determining the market value of buildings, the income approach,
investment method, and net income direct capitalisation technique were applied.
The income approach was adopted to estimate the value of buildings, based on the
assumption that the price paid by a potential buyer would depend on the expected
income from a building, and that the buyer would pay no more than it would cost to
buy another property offering the same risk and return.
Given that the entire property is used for very specific purposes (as a fuel depot with no
option to divide the main property), it was assumed that individual buildings may generate
income only as an entire property. Considering differences in the technical condition
and intended use of individual buildings, different rent and occupancy rates were
adopted for different buildings; however, those buildings (or at least a part of them)
could only be rented out (more in theory than in practice) as a group of buildings,
together with all the associated infrastructure.
The investment method is used to determine the market value of properties generating
rental income, which can be established by analysing the market rates for rent or lease of
real estate.
The direct capitalisation technique is used to determine the value of a property for which
it is safe to assume that the real value of future income will remain at the present level,
and that the level of income will remain constant in the long term.
Direct capitalisation is a process of converting single constant income from a real
property into its market value using a capitalisation rate.
It is assumed that the value of a real property (or its part) equals the value of the rights to
income from that property. The estimated value of individual buildings arrived at
under the income approach includes the value of both the buildings and the land on
which they are erected, because the land as such does not generate any separate
income.
In view of the above, in the next step of the valuation, the value of the land was
deducted from the market value of individual buildings (assuming that the surface area
of the land equals the footprint area of the buildings + 20%).
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 20
3. The fair value of individual structures was determined in accordance with the cost
approach, by specifying the replacement cost based on the existing market
conditions.
The process of determining the replacement value for individual structures was as
follows:
2.
-
specify the replacement cost for a new structure,
-
determine the degree of technical/functional wear and economic depreciation,
-
calculate the replacement value based on the degree of wear.
VALUATION METHOD ADOPTED FOR OTHER ASSETS
The estimated market value of plant, equipment and other fixed assets was determined
using the liquidity method.
Where possible, prices estimated using the liquidity method were also verified by applying the
comparative method, whereby the current value of an item is determined based on the prices
at which a similar or comparable item was sold (purchased) on a secondary market.
The amounts derived from such comparative transactions were then reduced or increased
by using appropriate adjustment factors, depending on the condition of the valued item vs.
the comparable item.
The adjustment factors were selected on the basis of calculations, made after a visual
inspection and examination of the facilities, interviews, market analysis, evaluation of their
overall technical condition, and experience in property appraisal.
Where possible, prices estimated using the liquidity method were also verified by applying the
comparative method, whereby the current value of an item is determined based on the prices at
which a similar or comparable item was sold (purchased) on a secondary market.
The amounts derived from such comparative transactions were then reduced or increased by
using appropriate adjustment factors, depending on the condition of the valued item vs. the
comparable item.
The adjustment factors were selected on the basis of calculations, made after a visual
inspection and examination of the facilities, interviews, market analysis, evaluation of their
overall technical condition, and experience in property appraisal.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
3.
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 21
CHARACTERISTICS AND ANALYSIS OF LOCAL MARKET
In order to determine the market value of the property in question, the local market was
analysed in terms of the market prices of real estate. However, given the highly specialised use
of the appraised property (a fuel depot) and the fact that it was practically impossible to find
similar real estate transactions not only in the vicinity of that property but also anywhere else
in Poland (even if such transactions were concluded, they involved entire business entities
rather than individual assets), the market analysis was focused mainly on identifying
information that would support reliable, market-based estimation of the market value of
the land.
For the purposes of this analysis, the local market was defined as the real estate
market within the town of Piotrków Trybunalski.
The market analysis covered transactions concluded in the past two years, counting
from the date of the valuation of the property in question – i.e. transactions concluded in
the period 2011-2013. For the purposes of this valuation, the market analysis focused mainly
on transactions involving undeveloped commercial plots of land, purchased or sold on a freemarket basis on the specified local market.
The transaction prices were sourced from notary deeds made available by the Land Surveying
Department of the Municipal Office of Piotrków Trybunalski.
The prices of commercial undeveloped plots of land on the defined local market in
2011-2013 were within the range from approx. PLN 16/m2 to approx. PLN 67/m2, with
the weighted average price of approx. PLN 40 /m2.
Based on the local market analysis, it was determined that the prices of undeveloped large and
medium-sized plots of land depended on the following market characteristics: the specific
location, plot characteristics (size and shape), investment opportunities, access to technical
infrastructure, as well as form of legal title (ownership or right of perpetual usufruct).
VII. ESTIMATED MARKET VALUE OF LAND
For the purpose of determining the market value of the land, the comparative
approach and the adjusted average price method were applied.
Analysis of the local market was necessary to estimate the market value of the
property in question. For the purposes of this valuation, the analysed local market
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 22
focused on transactions involving undeveloped commercial plots of land purchased or
sold on a free-market basis in the town of Piotrków Trybunalski in the period of two
years preceding the valuation date (i.e. transactions concluded in the period 2011-2013).
The unit price of one square metre of land was used as a unit of comparison.
The analysis covered 18 transactions concluded in the analysed period on the defined
local market, as listed in the attached Appendix.
The lowest price of one square metre of land was PLN 16/m 2 , while the highest
price reached PLN 67/m2.
Calculation of the range of sum of adjustment factors
Highest price
Cmax
=
PLN 67.0/m2
Lowest price
Cmin
=
PLN 16.0/m2
=
PLN 40.0/m2
Weighted average
Lower limit:
Gd 
Cmin
16.0

 0.40
Caverage 40.0
Upper limit:
GG 
Cmax
67.0

 1.67
Caverage 40.0
Based on the analysis of the local real property market, influence of the market
characteristics on real estate prices was determined (in %):
•
Specific location
30%
•
Size and shape
30%
•
Investment opportunities
20%
•
Access to technical infrastructure
15%
•
Form of legal title
5%
For each of those characteristics (except legal title), the following classification was
adopted: favourable, neutral, and unfavourable.
Although the plots are separately designated in the records, in fact they constitute a
single uniform area and must be appraised as a whole.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 23
Characteristics of plots sold at lowest and highest prices
Property sold at
lowest price
Property sold at
highest price
Appraised property
Specific location
Unfavourable
Favourable
Unfavourable
Size and shape
Unfavourable
Unfavourable
Neutral
Investment
opportunities
Neutral
Neutral
Unfavourable
Access to technical
infrastructure
Neutral
Favourable
Unfavourable
Form of legal title
Unfavourable
Favourable
Favourable
Characteristic
Calculation of adjustment factors
Characteristic
Share in price
Adjustment factors
Appraised
property
Specific location
30%
0.12
0.50
0.12
Size and shape
30%
0.12
0.50
0.12
Investment
opportunities
20%
0.08
0.34
0.21
Access to technical
infrastructure
15%
0.06
0.25
0.16
Form of legal title
5%
0.02
0.08
0.02
100%
0.40
1.67
0.63
Total
The market value of one square metre of the land was calculated as an adjusted weighted
average price:
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 24
WGw2 = PLN 40.0/m2 x 0.63 = PLN 25.0 /m2
Pursuant to Section 5.2 of standard III.7 Comparative Approach to Real Estate Valuation,
“when using the comparative approach and appropriate General National Valuation
Principles, an additional adjustment factor K, ranging from 0.9 to 1.10, may be applied.
The factor may only be used in special, justified cases – for instance, where the property
has particular defects or advantages which cannot be found elsewhere on the market or if
there has been a distinct change in the supply to demand ratio. In each case, grounds for
the application of an adjustment factor K should be presented by the property appraiser in
a relevant clause”. Given the size of the appraised area, an additional adjustment
factor K was applied. The factor has the lowest possible value, i.e. 0.9.
The market value of the appraised property is:
WGUW = 43,802 m2 x PLN 25.0/m2 x 0.9 = PLN 985,546
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578
GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
VIII. ESTIMATED MARKET VALUE OF BUILDINGS
1.
ESTIMATION OF NET CAPITALISATION RATE
Several factors determine the selection of an appropriate capitalisation rate:

general rates of return on the investment market,

investment risk premium,

adjustment for the expected increase in value,
The capitalisation rate was calculated using the following formula:
, where:

r1 – risk-free rate, determined using capital market data;
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 25

r2 – premium for risk related to investment in real property similar to the appraised real
property;

– sum of additional premiums for individual risks related to the appraised real
property.
The risk-free rate can be defined as a rate of return on investment in treasury securities. Thus,
the rate can be determined by reference to the yield on treasury bonds, which are a very
attractive and safe investment. Treasury bonds are issued by the State Treasury – as discount
debt securities – and are used as short- and long-term investment instruments. Moreover,
treasury bonds do not carry the investment risk inherent in other financial instruments.
Treasury bonds ensure (a) maximum security of invested funds and their guaranteed liquidity,
(b) high and fairly stable yields, as well as (c) discretion in deciding on the investment
duration.
An average yield of five-year bonds, i.e. 3.2%1, was used for the valuation purposes.
The sum of all risks related to the appraised real property, including the risk of investing in
real property in the town of Piotrków Trybunalski, the specific intended use of the real
property, its specific location, technical condition, and offering standard, was assumed at
6.5%.
Taking the above data into account, the total capitalisation rate was estimated at 9.7%, as
described below:
Risk-free rate
3.2%
Sum of risks related to the appraised property
6.5%
Capitalisation rate
9.7%
1
http://www.aliorbank.pl/resources/res/repozytorium_dokumentow/biuro_maklerskie/obligacje/obligacje_ren.pdf
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
2.
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 26
ESTIMATION OF POTENTIAL GROSS INCOME
Using the above assumptions and taking into account the results of the market analysis, the
potential gross income was estimated as the annual sum of gross rent from space leased in
individual buildings.
As there is no relevant offering for lease of specialist fuel depot buildings on the local or
Polish market (except for individual rooms available for rent at fuel depots), the analysis
covered buildings with similar intended or actual use, that are leased locally in a more open
market environment.
The following rent rates were used for this appraisal report:

central warehouse
- PLN 20/m2,

specialist buildings, office building
- PLN 15/m2,

warehouse
- PLN 10/m2,
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Page 27
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Estimation of potential gross income
Item Asset No.
Asset name
1
101000423
WAREHOUSE
BUILDING
190
10.00
22,800
2
101000424
CENTRAL
WAREHOUSE - OILS
725
20.00
174,000
3
105000269
OFFICE BUILDING
258
15.00
46,440
4
108000134
UTILITY BUILDING
17
15.00
3,060
5
109000425
CARETAKER‟S
LODGE
8
15.00
1,440
1,198
17.23
247,740
Total buildings
3.
Floor area
Rent
rate
Potential gross
income per annum
ESTIMATION OF EFFECTIVE GROSS INCOME
The potential gross income was reduced by losses typical to the local rent market and by losses due
to failure to lease income generating space that are typical to the market.
Estimation of effective gross income
Item Asset No.
Asset name
1
WAREHOUSE
BUILDING
101000423
Potential
gross
income
per
annum
22,800
Occupancy Effective gross
rate
income per
annum
0.90
20,520
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
2
101000424
CENTRAL
WAREHOUSE - OILS
3
105000269
4
5
174,000
0.90
156,600
OFFICE BUILDING
46,440
0.90
41,796
108000134
UTILITY BUILDING
3,060
0.90
2,754
109000425
CARETAKER‟S
LODGE
1,140
0.90
1,296
247,740
0.90
222,966
Total buildings
4.
Page 28
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
ESTIMATION OF EFFECTIVE NET INCOME
The effective gross income was reduced by maintenance costs of the real property, which were
determined based on the Company‟s accounting records (less maintenance costs of the structures,
including taxes).
Estimation of effective net income
Item Asset No.
Asset name
1
101000423
WAREHOUSE
BUILDING
2
101000424
CENTRAL
WAREHOUSE - OILS
3
105000269
4
108000134
Effective
gross
income
per
annum
Maintenance Effective net
costs
income per
annum
20,520
6,433
14,087
156,600
49,095
107,505
OFFICE BUILDING
41,796
13,103
28,693
UTILITY BUILDING
2,754
863
1,891
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
5
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
109000425
CARETAKER‟S
LODGE
Total buildings
5.
Page 29
1,296
406
890
222,966
69,901
153,065
ESTIMATED MARKET VALUE OF BUILDINGS
The value of individual buildings was determined using the following formula:
V=D/Skśr;
where: V – value of the real property, D – effective gross income per annum, Skśr – gross
capitalisation rate
Estimation of market value of buildings (including land)
Item Asset No.
Asset name
1
101000423
WAREHOUSE
BUILDING
2
101000424
3
Effective
net
income
per
annum
Capitalisation Value of building
rate
(including land)
14,087
9.7%
145,225
CENTRAL
WAREHOUSE - OILS
107,505
9.7%
1,108,299
105000269
OFFICE BUILDING
28,693
9.7%
295,801
4
108000134
UTILITY BUILDING
1,891
9.7%
19,491
5
109000425
CARETAKER‟S
LODGE
890
9.7%
9,172
153,065
0
1,577,988
Total buildings
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Page 30
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
The value indicated above comprises the value of buildings and the value of land underneath them.
Therefore, in the next stage, the above values were reduced by the value of land determined using
the following assumptions:

the area of land under a building is equal to its footprint area increased by 20% as the
additional area within which the possibility of using the land is restricted,

the price for land was assumed at PLN 22.5/m2, i.e. as determined in the previous section.
Estimation of market value of buildings
Item Asset No.
Asset name
1
101000423
WAREHOUSE
BUILDING
2
101000424
CENTRAL
WAREHOUSE - OILS
3
105000269
4
5
Value of Value of Value of building
building
land
(including
land)
145,225
5,130
140,095
1,108,299
19,575
1,088,724
OFFICE BUILDING
295,801
6,966
288,835
108000134
UTILITY BUILDING
19,491
459
19,032
109000425
CARETAKER‟S
LODGE
9,172
216
8,956
1,577,988
32,346
1,545,642
Total buildings
The total market value of buildings located at the Piotrków Trybunalski
Fuel Depot is
PLN 1,545,642
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 31
The value indicated above is the sum of the values of individual buildings, less the value of
land, specialist structures and equipment located on the analysed real property.
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578
GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
IX. ESTIMATED VALUE OF STRUCTURES
The fair value of structures subject to valuation was determined using the cost approach, by
determining their reproduction cost in market conditions.
This method is a commonly used and required valuation method used for the purpose of
determining the market value (including the fair value) of property, plant and equipment,
especially where there is no universal market for them and the assets have a highly specific
nature.
Accordingly, the fair value of the individual structures was determined using the following
formula:
WU = C * (1-S) * (1-K) * R
where:
WU –
C–
S–
K–
R–
means the estimated market (fair) value of the structures given their present
technical condition;
means the current price of a new structure that is identical or similar to the one
subject to valuation, or the reproduction cost;
means the degree of loss of value in use, taking into account the natural wear and
tear of the mechanisms and components of individual structures, mechanical damage
and obstacles to their smooth operation, missing elements (incompleteness), period
of time for which they have been in service, cost of assemblies, subassemblies, parts
and materials necessary to repair them and the cost of labour;
structure modernity factor, which takes into account the usefulness of a structure,
period of time for which it has been in service and modernity of the engineering
solutions applied;
the supply and demand factor, which depends on the current market conditions
with respect to sale of the used fixed assets subject to valuation.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 32
The relevant values were selected on the basis of calculations made after a visual inspection
and examination of the facilities, interviews, market analysis, evaluation of their overall
technical condition, as well as experience in property appraisal.
All the structures subject to valuation represent a value in use (including fair value), provided
that the continuity and consistency of their operation is ensured. Most of the fixed assets
subject to valuation are interconnected as part of operational process lines.
This valuation estimates the fair value of individual structures assuming that they
continue to be used in the same way as they are used now, and taking into consideration
the needs related to the services offered, the engineering solutions used and their
interconnections with other assets.
The value of a new fixed asset was determined individually for each asset as:

its reproduction cost, i.e. the cost of installing a new replica of the asset, currently
made of the same or similar materials and having the same structure as the appraised
asset, i.e. having the same parameters;

its replacement cost, i.e. the cost of installing contemporary, modern plant, equipment
and other fixed assets having the same function and designed for the same purpose,
but using modern materials and engineering solutions.
All the structures are subject to ongoing inspections, upgrading and repairs, the purpose of
which is – on the one hand, to maintain the assets in good condition, and on the other hand to
protect them from mechanical damage. The visible effect of that work is that the assets are
very well looked after, including with respect to their operational safety.
The determined new value of fixed assets was subsequently reduced by value impairment due
to technical (physical) and technological (functional) wear and tear of the assets.
Technical wear and tear is largely due to the physical wear and age of the structures, the
manner in which they have been used, as well as the operational conditions of individual
assets. Based on the above parameters, the following scale of was used to assess the technical
condition of the assets:

good (0-30%) – if a given fixed asset requires no overhaul;

average (31-70%) – if a given fixed asset requires a current repair or moderate
overhaul;
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a

Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 33
bad (71-99%) – if a structure requires major overhaul or is intended for
decommissioning.
Technological (functional) wear and tear is related mainly to comparison of the technologies
used on a structure with those currently applied with respect to materials, performance
parameters or engineering solutions.
As it is impossible to change the location of most of the assets subject to this valuation and
given the specialised purpose for which they are intended, their marketability cannot be set at
its maximum level (close to one). However, one needs to remember that the activity
conducted on the Fuel Depot premises (i.e. storage of fuels) is in considerable demand on the
market. This concerns the Fuel Depot as a whole, therefore when determining the
marketability level, a decision was made not to determine it separately for individual assets.
In view of the foregoing, the supply and demand factor was assumed at a uniform level
of 90%.
The market analysis performed and the experience in valuation of fixed assets allowed the
author of this report to identify certain attributes of the structures subject to valuation:

non-typical solutions applied in the case of a number of the fixed assets along with
related specialist process facilities;

limited flexibility in terms of finding alternative uses for the structures;

limited possibility, or no possibility at all, to remove most of the structures to another
location,

very good or good technical condition of the main structures, testifying to proper
operating policy,

ongoing need to upgrade and repair the structures to maintain them in their current
technical condition and ensure their operational safety.
Using the methodology described above, the fair value of the structures as
at February 28th 2013 was estimated at:
PLN 2,612,200
The list of fair values of individual structures is presented in the attached Appendix.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 34
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578
GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
X. ESTIMATED VALUE OF OTHER FIXED ASSETS
The legal status of movable assets was not investigated by the author of this report. The scope
of this valuation covered assets listed in the register of property, plant and equipment in
groups 3 – 8 and low-value assets as at February 28th 2013.
In the valuation process, the market (fair) value of the said assets was determined as at the
inspection date and prices effective as at the valuation date. In the valuation process, the
market value was determined taking into consideration the current manner of using the assets.
In line with the Polish Accountancy Act, “Fair value is the amount for which an asset could
be exchanged, or liability settled, between knowledgeable, willing, unrelated parties in an
arm‟s length transaction”.
In line with International Accounting Standard IAS 16 Property, Plant and Equipment, fair
value is the amount for which an asset could be exchanged between knowledgeable, willing
parties in an arm‟s length transaction.
The assets subject to valuation are highly specific due to the following factors:

customised solutions applied, manner of installation and use of individual pieces of
machinery and equipment,

necessity to adapt the technical parameters of a number of units to specific
requirements of the technological processes – many fixed assets are closely
interconnected or installed in the buildings and structures existing on the Fuel Depot
premises,

in many cases, lack of practical possibility to disassemble the assets and move them to
another location,

some assets are intended for specialised applications.
Due to the above factors, in practice it would be very hard to find reliable information on any
transaction prices for the large part of the depot‟s plant and equipment. Therefore, it is not
possible to determine the market value of the fixed assets subject to valuation using the
comparative approach.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 35
Paragraph 30 of IAS 16 stipulates that the fair value of plant and equipment is usually its
market value as determined by a property appraiser. However, if there is no market-based
evidence of fair value, for instance due to specialised nature of the plant and equipment
{…}, it is acceptable to estimate fair value using a depreciated replacement cost (DCR)
approach.
Considering the above, the market value (understood as fair value) of the Company‟s fixed
assets subject to valuation was determined using the cost approach, by determining their
reproduction cost in market conditions.
This method is a commonly used and required valuation method used for the purpose of
determining the market value (including the fair value) of property part and equipment,
especially where there is no universal market for them and the assets have a highly specific
nature.
Accordingly, the market value of the individual assets was then determined using the
following formula:
WU = C * (1-S) * R [PLN]
where:
WU –
C–
S–
R–
means the estimated market value of the structures, plant, equipment and other
assets given their present technical condition;
means the current price of a new piece of equipment that is identical or similar to
the one subject to valuation, or the reproduction cost;
means the degree of loss of value in use, taking into account the modernity of the
engineering solutions applied with respect to the structure, the natural wear and tear
of the mechanisms and components of individual items, mechanical damage and
obstacles to their smooth operation, missing elements (incompleteness), period of
time for which they have been in service, cost of assemblies, subassemblies, parts
and materials necessary to repair them and the cost of labour;
the supply and demand factor, which depends on the current market conditions
with respect to sale of the used fixed assets subject to valuation.
The methodology used accounts for the marketability factor, which makes it possible to more
precisely determine the practical possibility of liquidating a fixed asset than is the case with
the traditional reproduction-cost based valuation.
The value of a new fixed asset was determined individually for each asset as:
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 36

its reproduction cost, i.e. the cost of installing a new replica of the asset, currently
made of the same or similar materials and having the same structure as the appraised
asset, i.e. having the same parameters;

its replacement cost, i.e. the cost of installing contemporary, modern plant, equipment
and other fixed assets having the same function and designed for the same purpose,
but using modern materials and engineering solutions.
Where possible, the initial value was determined as the price quoted by the manufacturer or
the cost incurred by the Company to purchase or replace similar pieces of plant and
equipment.
The determined new value of fixed assets was subsequently reduced by value impairment due
to technical and technological wear and tear (a single measure of wear and tear was applied in
the valuation process).
Wear and tear is largely due to the physical and functional wear, the manner in which the
items have been used, as well as the operational conditions of individual assets. Based on the
above parameters, the following scale was used to assess the technical condition of the assets:

good (0-30%) – if a given fixed asset requires no overhaul;

average (31-70%) – if a given fixed asset requires a current repair or moderate
overhaul;

bad (71-99%) – if a movable asset requires major overhaul or is intended for
decommissioning;

not fit for use (100%) – this category included, inter alia, fixed assets which had been
decommissioned by the valuation date or were classified as intended for
decommissioning.
The relevant values were selected on the basis of calculations, made after a visual inspection
and examination of the facilities, interviews, market analysis, evaluation of their overall
technical condition, and experience in property appraisal.
Where possible, the prices obtained using the reproduction cost method were additionally
verified using the comparative method. In the comparative method, the current value of a
piece of equipment is determined on the basis of prices at which equipment of the same or
similar type was sold (bought) on the secondary market.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 37
The amounts derived from such comparative transactions were then reduced or increased by
using appropriate adjustment factors, depending on the condition of the valued item vs. the
comparable item.
The experience in valuation of property, plant and equipment allowed the author of this report
to identify certain attributes of the fixed assets subject to this valuation:

non-typical solutions applied in the case of a number of the assets along with related
specialist equipment;

limited flexibility in terms of finding alternative uses for the plant and equipment;

ongoing need to upgrade and repair most of the assets, including those which are
connected with buildings and structures.
The value of low-value items was assumed at their carrying amount, i.e. PLN 0.
The market (fair) value of fixed assets (plant, equipment, vehicles and other fixed assets)
comprising the Piotrków Trybunalski Fuel Depot as at February 28th 2013 was
estimated at a total amount of:
PLN 3,202,100
The fair value of individual groups of property, plant and equipment as at February 28th 2013
is presented in the table below (amounts in PLN „000):
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Group of assets
Gross value
Accumulated
depreciation
Net value
Page 38
Market value
Group 3
0.0
0.0
0.0
0.0
Group 4
2,641.5
1,695.8
945.7
927.7
Group 5
2,277.4
291.1
1,986.2
2,049.3
Group 6
335.1
162.4
172.7
125.1
Group 7
49.0
49.0
0.0
6.1
Group 8
166.3
61.3
105.0
93.9
Group 9
33.8
33.8
0.0
0.0
5,503.0
2,293.4
3,209.6
3,202.1
Total
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578
GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 39
XI. FINAL RESULTS OF VALUATION
The total market (fair) value of the assets as a whole (including land, buildings,
structures and other property, plant and equipment) comprising the Piotrków
Trybunalski Fuel Depot was estimated at:
PLN 8,345,488
(eight million, three hundred and forty-five thousand, four hundred and eighty-eight złoty)
The amount comprises the fair value of:

the Company‟s land with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under No. KW 42174, KW 68227, KW 63233 and KW 26759,
with a value of:
PLN 985,546
(nine hundred and eighty-five thousand, five hundred and forty-six)

5 buildings with a total value of:
PLN 1,545,642
(one million, five hundred and forty-five thousand, six hundred and forty-two złoty)

12 structures with a total value of:
PLN 2,612,200
(two million, six hundred and twelve thousand, two hundred złoty)

approximately 70 fixed assets with a total value of:
PLN 3,202,100
(three million, two hundred and two thousand, one hundred złoty)
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578
GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 40
XII. DISCLAIMERS

This property appraisal report was prepared in compliance with the laws and
professional standards applicable to property appraisers.

This valuation determines the value of assets recorded in the Company‟s register of
property, plant and equipment as at February 28th 2013.

This property appraisal report was prepared solely for the purpose specified in Section
II. The property appraiser does not accept any liability towards third parties if this
report is used for any other purpose.

The market value determined in this property appraisal report is subject to change as a
result of changes on the real estate market or changes in the economic conditions
prevailing in Poland.

The author of this property appraisal report will not be held liable for any hidden
defects of appraised assets which could not be found during the site inspection or
based on the relevant technical and legal documents. The presented documents and the
legal status described therein were deemed credible and were not subject to a separate
investigation.

The assessment of the technical condition of buildings and structures is not a technical
expert opinion within the meaning of applicable laws.

This report should not be relied upon to form any judgments on the technical condition
of the assessed structures, plant and equipment. Their technical condition was assessed
to determine its effect on value.

This valuation does not cover any costs related to possible disassembly of fixed assets
and their reassembly on a different site.

Furthermore, this valuation does not cover any decommissioning or land reclamation
costs.

This property appraisal report may not be published, in whole or in part, without the
consent of its author for any other purpose than the purpose for which it was
commissioned.

The value was determined net of VAT.
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Property appraisal report covering real property and other fixed assets
Piotrków Trybunalski Fuel Depot of Grupa LOTOS S.A.
with a total area of 43,802 square metres, entered in the Land and
Mortgage Register under Nos. KW 42174, KW 68227, KW 63233 and
KW 26759
Page 41
 An excerpt from this property appraisal report (covering only undeveloped real
property) will be sent to the relevant administrative body maintaining the real property
cadastre.
XIII. LIST OF APPENDICES
1.
Photographic documentation.
2.
List of fair values of individual assets (land, buildings, structures and other
property, plant and equipment) as at February 28th 2013.
3.
List of commercial undeveloped land lots in Piotrków Trybunalski sold in 2011–
2013.
4.
Reports on investigation of Land and Mortgage Register entry KW 42174, KW
68227, KW 63233 and KW 26759 carried out on April 26th 2013.
5.
Simplified excerpts from the land register for the land lots concerned, together
with a register map dated April 22nd 2013.
Gdynia, April 30th 2013
Prepared by:
Paweł Domzała
Property Appraiser, Licence No. 4025
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578
GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 15-03-23 (3522), LICENCE NO. 4025.
[illegible signature]
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Page 42
Appendix 1
Photographic documentation
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 1 – entrance to the Fuel Depot
Page 43
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 2 – office building
Page 44
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 3 – road tanker loading facilities
Page 45
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 4 – storage facilities zone
Page 46
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 5 – storage facilities zone
Page 47
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 6 – neighbouring area – flying club grounds
Page 48
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 7 – railway front
Page 49
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 8 – railway front
Page 50
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 9 – pipelines along the railway front
Page 51
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 10 – undeveloped part of the Fuel Depot
Page 52
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 11 – railway siding – entrance to the Fuel Depot
Page 53
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 12 – storage facilities zone
Page 54
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 13 – handling pumping station
Page 55
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 14 – fuel loading stations
Page 56
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 15 – top loading arms
Page 57
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 16 – VRU unit
Page 58
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Page 59
Photo No. 17 – undeveloped part of the Fuel Depot – additional area for future storage
facilities
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 18 – central oil warehouse
Page 60
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 19 – additional entrance to the Fuel Depot
Page 61
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 20 – bottom loading arms
Page 62
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 21 – sewage treatment plant area
Page 63
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Photo No. 22 – caretaker‟s container and main entrance to the Fuel Depot
Page 64
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Page 65
Appendix 2
List of fair values of individual assets (land, buildings, structures
and other property, plant and equipment) as at February 28th
2013
Fair values of individual assets (land, buildings, structures and other property, plant and equipment) as at February 28th 2013
No.
Item
Date of
capitalisation
Name of asset
Gross value
Accumulated
depreciation
Net value
Market value
1
32000000
June 30th 2007
Land – Piotrków Tryb. ul. Przemysłowa, 1,891.00 m2
143,760
0
143,760
42,548
2
32000001
June 30th 2007
Land – Piotrków Trybunalski, 12,990.00 m2
322,075
0
322,075
292,275
3
32000002
June 30th 2007
Land – Piotrków Trybunalski, 28,921 m2
290,457
0
290,457
650,723
Total land
756,292
0
756,292
985,546
139,269
97,712
41,557
140,095
1,403,681
356,769
1,046,912
1,088,724
1
101000423
June 30th 2007
Warehouse building
2
101000424
June 30th 2007
Central warehouse – Oils
3
105000269
June 30th 2007
Office building
165,372
165,372
0
288,835
4
108000134
June 30th 2007
Utility building
1,691
1,691
0
19,032
5
109000425
June 30th 2007
Caretaker‟s lodge
0
0
0
8,956
1,710,013
621,544
1,088,470
1,545,642
Total buildings
1
104002432
June 30th 2007
Fuel tanks
895,553
755,250
140,303
2,138,400
2
211020970
June 30th 2007
Sewage pre-treatment system
294,079
74,745
219,334
202,900
3
211020971
June 30th 2007
Loading station spraying units
2,242
2,242
0
300
4
211020972
June 30th 2007
Sewerage system
221,194
221,194
0
63,600
5
220001918
June 30th 2007
Access roads
264,819
223,331
41,488
76,300
6
220001919
June 30th 2007
Car lot and site lighting
37,653
37,653
0
5,100
7
220001920
June 30th 2007
Renovation of Przemysłowa street
1,057,081
891,471
165,609
0
8
220001921
June 30th 2007
Flyover
34,087
34,087
0
0
9
220001925
June 30th 2007
Parking bollard
63,115
35,107
28,008
0
10
220001926
June 30th 2007
Parking bollard
63,115
35,107
28,008
0
11
221003056
June 30th 2007
Railway siding
123,311
103,992
19,319
73,100
12
221003057
June 30th 2007
Railway fuel discharge front
90,343
76,190
14,154
46,600
13
291001927
June 30th 2007
Site fencing
11,107
11,107
0
5,900
3,157,700
2,501,477
656,223
2,612,200
Power-generating unit
0
0
0
0
Total Group 3
0
0
0
0
0
0
0
0
Total structures
1
344000000
June 30th 2007
1
415000000
June 30th 2007
Angle grinder
2
441004549
December 31st
2010
pPJM 125/215 pump
43,900
6,344
37,556
37,400
3
441004550
December 31st
2010
pPJM 125/215 pump
43,900
6,344
37,556
37,400
4
441004551
December 31st
pPJM 125/215 pump
43,900
6,344
37,556
37,400
2010
5
442004360
December 31st
2009
Karcher pressure washer
7,055
4,468
2,587
2,800
6
449004212
June 30th 2007
Flow meter
2,265
2,265
0
500
7
449004213
June 30th 2007
Adast distributor, Transfer pump
97
97
0
0
8
449004215
June 30th 2007
Breathing system
62,250
62,250
0
15,500
9
449004216
June 30th 2007
Suction unit of pump station
388,750
276,077
112,673
97,300
10
449004217
June 30th 2007
Liquid fuel unloading facilities
1,366,682
794,804
571,878
546,800
11
449004263
March 31st 2011
Loading arm with the VRS system No. 1
47,284
9,063
38,222
37,600
12
449004264
March 31st 2011
Loading arm with the VRS system No. 2
47,284
9,063
38,222
37,600
13
484002627
June 30th 2007
Welder
0
0
0
0
14
484002628
June 30th 2007
GS R6-40 screw gun
0
0
0
0
15
491004888
June 30th 2007
HP LJ 4050 printer
1,056
1,056
0
0
16
491004897
June 30th 2007
Cisco 1721-10-100 Router Baset W/2 WAN
7,686
7,686
0
0
17
491004899
June 30th 2007
XP computer set
3,311
3,311
0
0
18
491004901
June 30th 2007
Computer network
38,787
38,787
0
2,000
19
491004907
June 30th 2007
Firewall PIX 501DES – 50 users
2,710
2,710
0
0
20
491004912
June 30th 2007
P4P800 Deluxe Server
10,960
10,960
0
0
21
491004975
June 30th 2007
HP DX2200 computer with NEC 19 LCD monitor
3,400
3,400
0
300
22
491004976
June 30th 2007
HP DX2200 computer with NEC 19 LCD monitor
3,400
3,400
0
300
23
491004982
June 30th 2007
Computer set
3,880
3,880
0
400
24
491004991
June 30th 2007
UPS APC BACK 650VA
0
0
0
0
25
491004992
June 30th 2007
UPS APC SMART 700 VA
0
0
0
0
26
491005760
August 31st 2010 15 HP 6540b notebook
3,290
3,290
0
900
27
491005954
May 31st 2011
2,883
2,883
0
1,200
28
491006287
August 31st 2012 Computer set for the fuel depot kiosk
18,100
1,810
16,290
12,600
29
491006288
August 31st 2012 Computer set for the fuel depot kiosk
18,100
1,810
16,290
12,600
30
491004069
June 30th 2007
470,587
433,724
36,863
47,100
Total Group 4
2,641,519
1,695,828
945,691
927,700
Vapour recovery unit in Piotrków Trybunalski
2,277,361
291,146
1,986,216
2,049,300
Total Group 5
2,277,361
291,146
1,986,216
2,049,300
1
507000753
March 31st 2011
HP8000 desktop computer
VEEDER ROOT instrumentation system
1
613003394
June 30th 2007
Transformer station
0
0
0
0
2
623003193
June 30th 2007
Panasonic fax machine
0
0
0
0
3
624003287
June 30th 2007
Office building alarm system
6,857
6,857
0
0
4
624003296
December 31st
2010
CCTV system
250,365
108,491
141,873
100,000
5
624003404
June 30th 2007
Siemens 105 E telephone switch
40,517
40,517
0
0
6
630003429
December 31st
2008
250kVA oil-immersed transformer
23,000
4,792
18,208
15,300
7
630003450
December 31st
2012
SURT2000RMXLI UPS power supply
4,324
144
4,180
2,800
8
663003429
June 30th 2007
Water and foam monitor
0
0
0
0
9
663003430
June 30th 2007
Water and foam monitor
0
0
0
0
10
663003452
June 8th 2011
Fire alarm system, Hydrocarbon measurement system
10,000
1,604
8,396
7,000
335,062
162,405
172,658
125,100
Total Group 6
1
742000839
June 30th 2007
Żuk GD 2135E van
0
0
0
0
2
761000002
June 30th 2007
Pallet jack
0
0
0
1,200
3
762000820
June 30th 2007
PPT1400 fork-lift truck
16,326
16,326
0
1,600
4
762000821
June 30th 2007
LSV1250 fork-lift truck
32,622
32,622
0
3,300
5
768000764
June 30th 2007
Barrel hand truck
88
88
0
0
49,035
49,035
0
6,100
1
800002053
June 30th 2007
Dynamic 420 – battery charging device
0
0
0
0
2
800002054
June 30th 2007
Dynamic 620 – battery charging device
0
0
0
0
3
802002102
August 31st 2012 LIFEPAK 1000 defibrillator + cabinet
9,190
919
8,271
8,300
4
803002150
June 30th 2007
SAMSUNG SCX copier
3,520
3,520
0
0
5
803002152
June 30th 2007
Safe
0
0
0
0
6
803002154
June 30th 2007
Strongbox
0
0
0
0
Total Group 7
7
808002322
June 30th 2007
Warehouse racks
8
808002327
June 30th 2007
9
808002356
10
33,120
33,120
0
0
Staff cabinet
1,434
1,434
0
0
June 30th 2007
Furniture for staff amenity rooms
6,326
6,326
0
0
808002360
June 30th 2007
Microwave oven
0
0
0
0
11
808002361
June 30th 2007
Gasoline lawn mower
0
0
0
0
12
808002363
June 30th 2007
Tripod screen
0
0
0
0
13
808002365
June 30th 2007
Pallet jack
0
0
0
0
14
808002366
June 30th 2007
Chairs
0
0
0
0
15
808002367
June 30th 2007
Chairs
0
0
0
0
16
808002368
June 30th 2007
Convector
0
0
0
0
17
808002369
June 30th 2007
Convector
0
0
0
0
18
808002370
June 30th 2007
Office furniture
0
0
0
0
19
808002371
June 30th 2007
Office furniture
0
0
0
0
20
808002372
June 30th 2007
Masts with booms
0
0
0
0
21
808002470
100,100
14,466
85,634
85,600
22
808002494
12,580
1,468
11,112
0
166,270
61,253
105,017
93,900
380
380
0
0
December 31st
2010
December 31st
2011
Safety breakaway coupling
Advertisement pylon
Total Group 8
1
900000131191
June 30th 2007
Proximity reader + scrambler
2
900000131246
June 30th 2007
Air conditioner
2,220
2,220
0
0
3
900000131311
June 30th 2007
Acer AT2602W LCD 26 TV
2,919
2,919
0
0
4
900000131336
June 30th 2007
Motorola radiotelephone
451
451
0
0
5
900000131346
June 30th 2007
332M200 VGA HDMI LCD 32 TV
2,960
2,960
0
0
6
900000131424
June 30th 2007
Makita hammer drill
653
653
0
0
7
900000131425
June 30th 2007
Swing gate motor
3,000
3,000
0
0
8
900000131426
June 30th 2007
Ladder
299
299
0
0
9
900000131816
June 30th 2007
H51 wardrobe
378
378
0
0
10
900000131817
June 30th 2007
KH26 cabinet with a top
412
412
0
0
11
900000131818
June 30th 2007
KH13 cabinet
289
289
0
0
12
900000131819
June 30th 2007
KH26 cabinet with a top
412
412
0
0
13
900000131820
June 30th 2007
BH74 desk
215
215
0
0
14
900000131821
June 30th 2007
BH27 desk
299
299
0
0
15
900000131822
June 30th 2007
BH28 desk
299
299
0
0
16
900000131823
June 30th 2007
Brawo GTP chair
130
130
0
0
17
900000131824
June 30th 2007
Brawo GTP chair
130
130
0
0
18
900000131826
June 30th 2007
Table
550
550
0
0
19
900000131827
June 30th 2007
Chair
150
150
0
0
20
900000131828
June 30th 2007
Chair
150
150
0
0
21
900000131829
June 30th 2007
Chair
150
150
0
0
22
900000131830
June 30th 2007
Chair
150
150
0
0
23
900000131831
June 30th 2007
Chair
150
150
0
0
24
900000131832
June 30th 2007
Chair
150
150
0
0
25
900000131833
June 30th 2007
Cabinet with a hanger
700
700
0
0
26
900000131849
June 30th 2007
Webster chair
155
155
0
0
27
900000131850
June 30th 2007
Webster chair
155
155
0
0
28
900000131851
June 30th 2007
Wardrobe
2,049
2,049
0
0
29
900000131852
June 30th 2007
Drawer cabinet
246
246
0
0
30
900000131853
June 30th 2007
Drawer cabinet
246
246
0
0
31
900000131854
June 30th 2007
Customer service desk
2,049
2,049
0
0
32
900000131858
June 30th 2007
Brawo GTP chair
130
130
0
0
33
900000132121
June 30th 2007
2T rope winch
66
66
0
0
34
900000132124
June 30th 2007
Backlit panel
2,105
2,105
0
0
35
900000132125
June 30th 2007
Wall mount first aid kit
108
108
0
0
36
900000132131
June 30th 2007
Office hanging first aid kit
369
369
0
0
37
900000135653
July 21st 2008
Severin WK3480 electric kettle
130
130
0
0
38
900000137727
May 28th 2009
Nokia 6300 mobile phone
1
1
0
0
39
900000137742
May 28th 2009
Nokia E66 mobile phone
49
49
0
0
40
900000139419
October 28th
2010
BWT XT-XWHM explosimeter with a cover
2,430
2,430
0
0
41
900000139912
January 27th
2011
Low cabinet
220
220
0
0
42
900000139913
January 27th 2011 Brawo chair
130
130
0
0
43
900000139915
January 31st 2011 Fellowes SB-99Ci shredder
1,195
1,195
0
0
44
900000140011
March 7th 2011
Fellowes MS-460Ci shredder
1,195
1,195
0
0
45
900000140069
February 11th
2011
HP LJ P4015N printer
2,806
2,806
0
0
46
900000140658
July 29th 2011
Nokia C3 mobile phone
29
29
0
0
47
900000140660
July 29th 2011
Nokia N8 mobile phone
99
99
0
0
48
900000140662
July 29th 2011
Nokia N8 mobile phone
99
99
0
0
49
900000143200
December 31st
2012
Moulinex kettle
106
106
0
0
33,763
33,763
0
0
11,127,016
5,416,450
5,710,565
8,345,488
Total Group 9
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578 GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 15-03-23
(3522), LICENCE NO. 4025. [illegible signature]
Domzała Paweł
81-578 Gdynia,
ul. Fregatowa 32a
Page 76
Appendix 3
List of undeveloped commercial land lots in Piotrków Trybunalski
sold in 2011–2013
List of transactions to sell undeveloped commercial real property located in Piotrków Trybunalski, concluded in 2011-2013
[round seal reading as follows:] PROPERTY APPRAISER PAWEŁ DOMZAŁA, 81-578 GDYNIA, UL. FREGATOWA 32 A, TEL. 0-605 1503-23 (3522), LICENCE NO. 4025. [illegible signature]
No.
Location
Street
Notary
Deed No.
Date of
Notary Deed
1
2
3
4
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Wolborska
N/A
N/A
Bielzacka
1856/2011
2630/2011
3305/2011
3644/2011
2011-04-19
2011-05-25
2011-07-05
2011-07-25
Land and
Mortgage
Register
entry No.
N/A,
N/A
N/A,
N/A,
5
6
7
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Świerczowska
Wiatraczna
Wronia
2551/2011
5443/2011
7325/2011
2011-08-17
2011-09-13
2011-11-22
N/A,
N/A,
N/A,
8
Piotrków Trybunalski
Wronia
7853/2011
2011-12-14
N/A,
9
10
11
12
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Bracka
Spacerowa
Tomaszowska
Metalowców
2547/2012
3266/2012
351/2012
3465/2012
2012-04-19
2012-05-31
2012-06-26
2012-08-02
N/A,
N/A
N/A,
N/A,
13
Piotrków Trybunalski
Wierzejska
2524/2012
2012-08-06
N/A,
14
15
16
17
18
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Piotrków Trybunalski
Graniczna
Sulejowska
Wierzejska
Armii Krajowej
Porazińskiej
6740/2012
3384/2012
9809/2012
199/2013
398/2013
Average
2012-09-26
2012-10-08
2012-12-17
2013-01-16
2013-02-18
N/A,
N/A,
N/A,
N/A,
N/A,
Land Lot
No.
Area
Transaction
Value
Price per
square
metre
Intended Use
129
167
50/4
151/20,
151/7-8
81/5,83/2
109
1/149,
1/57
1/57
8,499
2,670
6,772
8,501
140,000
133,499
272,200
557,559
16.0
50.0
40.0
66.0
Building lot
Building lot
Building lot
Building lot
3,394
3,575
9,449
200,000
100,000
303,000
59.0
28.0
32.0
Building lot
Building lot
Building lot
4,069
120,000
29.0
Building lot
93/4
142-3
16/2
15/1-2,
15/5
219/1,
220
229/2
231/73
278/4
610,617-9
176/17
2,812
4,829
7,134
22,413
75,000
202,000
420,000
1,500,000
27.0
42.0
59.0
67.0
Building lot
Building lot
Building lot
Industrial
8,911
445,550
50.0
Building lot
42,611
14,674
2,214
3,649
2,374
8,808
799,500
750,000
80,000
81,507
145,000
351,379
19.0
51.0
36.0
22.0
61.0
40.0
Building lot
Building lot
Building lot
Building lot
Building lot