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