Cooperation between the two companies will concern areas covered by concessions currently held by PetroInvest or acquired by it in the future. PGNIG will take over operational control and management of the whole of the geological works carried out in areas covered by PetroInvest's concessions. This will entitle PGNiG to remuneration in an amount of not less than USD 2 million.

The parties agreed to appoint a four-member Steering Committee to coordinate and supervise the works. An Operations Committee will also be established to manage the operations and implementation of the cooperation, including the performance of geological works. Furthermore, PGNiG has the right to appoint the Chairman of the Operations Committee, and PetroInvest undertakes to guarantee the appointment of a person indicated by the PGNiG Management Board to the PetroInvest Supervisory Board.

PGNiG S.A. will be responsible for conceptualising geological works within the concession areas. The parties will jointly decide on the scope of such operations, including deep drilling.

PetroInvest undertakes to recommend PGNiG and companies from the PGNiG group in exploration and extraction projects, and in geological works involving the search for and exploitation of hydrocarbons.

The parties undertake to keep each other informed of plans for exploration and extraction in countries of the Commonwealth of Independent States. Where joint efforts are undertaken with the goal of acquiring/subscribing to shares in new companies conducting operations involving the exploration and extraction of hydrocarbons, the parties will guarantee each other support in due diligence reviews, the preparation of the structure of potential transactions and the mutual financing of potential acquisitions.

PetroInvest will grant PGNiG an option on purchasing Petrolinvest's shares or assets. At any moment, PGNiG can call on PetroInvest to begin negotiations on the acquisition of shares in PetroInvest or the acquisition of ownership interests in the Petrolivest Group's assets.

PetroInvest undertakes to provide information on discussions held with other financial and strategic investors. PGNiG will have a pre-emptive purchase right, on conditions not less favourable than those proposed by PetroInvest to other investors.

Joanna Zakrzewska