LOTOS

Date and Agenda of Annual General Shareholders Meeting of Grupa LOTOS S.A.

Report no. 96/2005 • 2008-05-20
Date and Agenda of Annual General Shareholders Meeting of Grupa LOTOS S.A.
Acting pursuant to Art. 399.1 of the Commercial Companies Code and Par. 8.1–4 and 6 of the Company’s Articles of Association, as well as pursuant Par. 11.1.14 of the Rules of Procedure of the Management Board, the Management Board of Grupa LOTOS S.A. of Gdańsk convenes the Annual General Shareholders Meeting of Grupa LOTOS S.A. to be held at the Holiday Inn Hotel, ul. Podwale Grodzkie 9, Gdańsk, Poland, at 11 am on June 30th 2008. Agenda: 1.Opening of the Meeting. 2. Appointment of the Chairman of the Meeting. 3. Confirmation that the Meeting has been duly convened and has the capacity to adopt resolutions. 4. Adoption of the agenda. 5. Review of the Company’s financial statements for the year ended December 31st 2007 and the Directors’ Report on the Company’s Operations in the year ended December 31st 2007. 6. Review of the consolidated financial statements of the LOTOS Group for the year ended December 31st 2007 and of the Directors’ Report on the LOTOS Group’s Operations in the year ended December 31st 2007. 7. Review of the Supervisory Board’s reports for the year ended December 31st 2007. 8. Approval of the Company’s financial statements for the year ended December 31st 2007 and the Directors’ Report on the Company’s Operations in the year ended December 31st 2007. 9. Approval of the consolidated financial statements of the LOTOS Group for the year ended December 31st 2007 and of the Directors’ Report on the LOTOS Group’s Operations in the year ended December 31st 2007. 10. Distribution of the profit for the year ended December 31st 2007 and authorisation of the Management Board to make dispositions with respect to the special fund. 11. Grant of discharge to the Management Board members in respect of the performance of their duties in the period from January 1st 2007 to December 31st 2007. 12. Grant of discharge to the Supervisory Board members in respect of the performance of their duties in the period from January 1st 2007 to December 31st 2007. 13. Award of the annual bonus for 2007 to the President of the Management Board. 14. Approval of the introduction of an incentive plan in connection with launch of the Company Value Improvement Programme as an effective tool to support the implementation of the LOTOS Group’s Strategy. 15. Approval of changes in the rules and forms of remuneration for the Management Board members, as well as the amounts of monthly remuneration payable to the Management Board members. 16. Amendments to the Company’s Articles of Association. 17. Authorisation of the Supervisory Board to prepare the consolidated text of the amended Company’s Articles of Association. 18. Appointment of the Supervisory Board for the seventh term of office. 19. Closing of the Meeting. As stipulated by Art. 402.2 of the Commercial Companies Code, the Management Board of Grupa LOTOS S.A. publishes below the current and proposed new wording of the Articles of Association: 1. Pars. 4.4 and 4.5 shall be added after Par. 4.3, to read as follows: “4. The Company may issue shares carrying preference with respect to dividend, with the right to vote excluded (non-voting shares). Non-voting shares may entitle the holder to receive dividend which exceeds by up to two times the dividend payable to the shareholders whose right to dividend arises from non-preference shares; concurrently holders of registered shares are guaranteed payment of dividend of no less than PLN 0,015 per share. Such non-voting shares shall confer priority in satisfaction of claims with respect to payment of dividend before other shares. A holder of a non-voting share to whom dividend has not been paid in full or in part in a given financial year shall have the right to receive the lacking amount out of the Company’s profit in subsequent years, but not later than within three subsequent financial years. 5. The Company shares, including non-voting shares, may be issued as part of the implementation of the incentive plans for the Company’s employees and management staff adopted by the Company.” 2. The existing Par. 5 reading: “Par. 5 Share Retirement Company shares may be retired on the basis of, and on the conditions specified in, a resolution of the General Shareholders Meeting. Based on a resolution of the General Shareholders Meeting, the Company may purchase own shares in order to retire them.” shall be deleted and replaced with Par. 5 reading: “Par. 5 Share Retirement The Company may, based on a resolution of the General Shareholders Meeting, purchase own shares, including non-voting shares, in order to retire them.” 3. The existing Par. 9.15, Par. 9.16 and Par. 9.18 reading: “15) defining the rules of remuneration of the Management Board Members, 16) defining the amount of monthly remuneration of the Management Board Members, 18) defining the amount of the annual bonus for the President of the Management Board,” shall be deleted. 4. In Par. 9, the numbering shall change in the following manner: Par. 9.17 and Par. 9.19 shall be redesignated as Par. 9.15 and Par. 9.16, respectively. 5. The existing Par. 10.1, reading: “1. Unless the Commercial Companies Code provides otherwise and subject to the provisions below, the General Shareholders Meeting shall adopt resolutions by way of an absolute majority of votes. In the presence of shareholders representing at least one-half of the Company’s share capital, the General Shareholders Meeting may adopt, by way of a four-fifths majority of the votes, resolutions concerning the following issues:” shall be replaced with Par. 10.1 reading as follows: “1. Unless the Commercial Companies Code provides otherwise and subject to the provisions below, the General Shareholders Meeting shall adopt resolutions by a simple majority of votes cast in favour of a resolution over the votes cast against it; abstaining votes shall be disregarded. In the presence of shareholders representing at least one-half of the Company’s share capital, the General Shareholders Meeting may adopt, by way of a four-fifths majority of the votes, resolutions concerning the following issues:” 6. The existing Par. 12.4 reading: “4. Subject to Par. 14.4 of these Articles of Association, a Supervisory Board resolution shall be adopted by way of an absolute majority of the valid votes cast in the presence of at least one-half of the Supervisory Board Members.” shall be replaced with Par. 12.4 and Par. 12.5 reading as follows: “4. The Supervisory Board Members may vote on resolutions adopted by the Supervisory Board by casting a vote in favour of a resolution or against it in writing, through the intermediation of another Supervisory Board Member, provided that prior to the meeting they received the proposed text of the resolution along with the meeting agenda. This procedure may not be followed in the case of resolutions concerning issues specified in Art. 388.4 of the Commercial Companies Code. 5. Subject to Par. 14.4 of the Company’s Articles of Association, a Supervisory Board resolution shall be adopted in the presence of at least half of the Supervisory Board Members, by way of a simple majority of the votes cast in favour of a resolution over the votes cast against it; abstaining votes shall be disregarded.” 7. The existing Par. 13.2.1 reading: “1) appointing to and removing from office the President, the Vice-Presidents, and other Management Board Members, and proposing rules of remuneration for the Management Board Members,” shall be deleted and replaced with Par. 13.2.1, reading as follows: “1) appointing to and removing from office the President, the Vice-Presidents, and other Management Board Members.” 8. The existing Par. 13.2.12 reading: “12) awarding annual bonuses to Management Board Vice-Presidents and Management Board Members and proposing annual bonus for the Management Board President,” shall be deleted and replaced with Par. 13.2.12 reading as follows: “12) defining the rules of remuneration of the Management Board Members, in particular by way of adopting the Rules of Remuneration for the Management Board Members.” 9. Par 13.2.13 shall be redesignated as Par. 13.2.14. 10. Par. 13.2.13 shall be added, reading as follows: “13) determination of remuneration and benefits for the Management Board Members, along with the terms on which they are awarded.” 11. The existing Par. 15.2 reading: “2. Liabilities and assets with a value of up to PLN 50,000 (fifty thousand złoty) may be contracted and disposed of on the basis of a declaration of will made and signed by a single Member of the Management Board.” shall be deleted and replaced with Par. 15.2 reading as follows: “2. Liabilities and assets with a value of up to PLN 100,000 (one hundred thousand złoty) may be contracted and disposed of on the basis of a declaration of will made and signed by a single Member of the Management Board.” Additional information: 1. Holders of registered shares have the right to participate in the General Shareholders Meeting on condition that they are entered in the share book at least one week prior to the date of the Meeting. 2. Bearer shares give their holder the right to participate in the General Shareholders Meeting on condition that a deposit certificate issued to such holder’s name by the entity keeping the securities account in accordance with the laws governing public trade in securities, is submitted at the Company’s registered office at ul. Elbląska 135, Gdańsk, Poland, between 8am–3pm, at least one week prior to the date of the Meeting; the deposit certificate should provide that it has been issued to be submitted to the Company in connection with the General Shareholders Meeting and that the shares will remain blocked until the closing of the Meeting.