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Contents of the resolutions adopted by the Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 19th 2006
Report no. 96/20052006-06-19

The Management Board of Grupa LOTOS S.A. hereby publishes the contents of the resolutions adopted by the Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 19th 2006. Resolution No. 1 Re: election of the Chairman of the Annual General Shareholders Meeting “Acting pursuant to Art. 409.1 of the Commercial Companies Code, and Par. 14.1-14.3 of the Rules of Procedure for the Company’s General Shareholders Meeting, the Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby elects its Chairman. Par. 1 The Chairman of the Annual General Shareholders Meeting of Grupa LOTOS S.A. shall be Mr Mariusz Obszyński, a proxy of the shareholder Nafta Polska S.A. Par. 2 The resolution has been adopted by secret vote.” Resolution No. 3 Re: approval of presence of invited guests and media representatives at the General Shareholders Meeting “Acting pursuant to Par. 3.7 of the Rules of Procedure for the General Shareholders Meeting of Grupa LOTOS S.A., the Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby agrees to the presence of guests and media representatives invited by the Management Board at the Meeting to be held on June 19th 2006.” Resolution No. 4 Re: adoption of the agenda “The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby adopts the agenda proposed for the Annual General Shareholders Meeting and published in Monitor Sądowy i Gospodarczy of May 22nd 2006, item 5944.” Resolution No. 5 Re: approval of the Company’s financial statements for the year ended December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.1 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 31/V/2006 of the Management Board and Resolution No. 24/VI/2006 of the Supervisory Board hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby approves the Company’s financial statements for the year ended December 31st 2005, comprising: a) balance sheet prepared as at December 31st 2005, showing a balance-sheet total of PLN 5,375,563,000.00 (five billion, three hundred and seventy-five million, five hundred and sixty-three thousand złoty), b) profit and loss account for the period from January 1st 2005 to December 31st 2005, showing a net profit of PLN 532,268,000.00 (five hundred and thirty-two million, two hundred and sixty-eight thousand złoty), c) statement of changes in equity for the period from January 1st 2005 to December 31st 2005, showing an increase in equity of PLN 1,526,079,000.00 (one billion, five hundred and twenty-six million, seventy-nine thousand złoty), d) cash-flow statement for the period from January 1st 2005 to December 31st 2005, showing a net increase in cash of PLN 219,084,000.00 (two hundred and nineteen million, eighty-four thousand złoty), and e) supplementary information and explanations.” Resolution No. 6 Re: approval of the Directors’ Report on the Company’s operations in the year ended December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.1 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 32/V/2006 of the Management Board and Resolution No. 25/VI/2006 of the Supervisory Board hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby approves the Directors’ Report on the Company’s operations in the year ended December 31st 2005.” Resolution No. 7 Re: approval of the consolidated financial statements of the LOTOS Group for the year ended December 31st 2005 “Acting pursuant to Art. 395.5 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 33/V/2006 of the Management Board and Resolution No. 26/VI/2006 of the Supervisory Board hereby resolves as follows: The Annual General Shareholders Meeting hereby approves the consolidated financial statements of the LOTOS Group for the year ended December 31st 2005, comprising: a) consolidated balance sheet prepared as at December 31st 2005, showing a balance-sheet total of PLN 6,989,609,000.00 (six billion, nine hundred and eighty-nine million, six hundred and nine thousand złoty), b) consolidated profit and loss account for the period from January 1st 2005 to December 31st 2005, showing a net profit of PLN 968,839,000.00 (nine hundred and sixty-eight million, eight hundred and thirty-nine thousand złoty), c) statement of changes in consolidated equity for the period from January 1st 2005 to December 31st 2005, showing an increase in equity of PLN 2,150,597,000.00 (two billion, one hundred and fifty million, five-hundred and ninety-seven thousand złoty), d) consolidated cash-flow statement for the period from January 1st 2005 to December 31st 2005, showing a net increase in cash of PLN 612,782,000.00 (six hundred and twelve million, seven hundred and eighty-two thousand złoty), and e) supplementary information and explanations.” Resolution No. 8 Re: approval of the Directors’ Report on the operations of the LOTOS Group in the year ended December 31st 2005 “Acting pursuant to Art. 395.5 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 34/V/2006 of the Management Board and Resolution No. 27/VI/2006 of the Supervisory Board hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby approves the Directors’ Report on the operations of the LOTOS Group in the year ended December 31st 2005.” Resolution No. 10 Re: distribution of the Company’s net profit for the year ended December 31st 2005 “Acting pursuant to Art. 395.2.2 of the Commercial Companies Code, and Par. 9.3 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 46/V/2006 of the Management Board and Resolution No. 28/VI/2006 of the Supervisory Board hereby resolves to distribute the net profit for the year ended December 31st 2005 in the following manner: Par. 1 The entire amount of the Company’s net profit for the year ended December 31st 2005, amounting to PLN 532,268,528.93 (five hundred and thirty-two million two hundred and sixty-eight thousand five hundred and twenty-eight złoty, ninety-three grosz) shall be applied to increase the Company’s reserve funds.” Resolution No. 11 Re: approval of the performance of duties by Mr Paweł Olechnowicz – President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 33/VI/2006 of the Supervisory Board, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Paweł Olechnowicz – President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005.” Resolution No. 12 Re: approval of the performance of duties by Mr Marek Sokołowski – Vice-President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 33/VI/2006 of the Supervisory Board, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Marek Sokołowski – Vice-President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005.” Resolution No. 13 Re: approval of the performance of duties by Mr Wojciech Kowalczyk – Vice-President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 33/VI/2006 of the Supervisory Board, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Wojciech Kowalczyk – Vice-President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005.” Resolution No. 14 Re: approval of the performance of duties by Mr Stanisław Łańcucki – Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to February 14th 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Stanisław Łańcucki – Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to February 14th 2005.” Resolution No. 15 Re: approval of the performance of duties by Mr Jerzy Węsierski – Vice-Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Jerzy Węsierski – Vice-Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005.” Resolution No. 16 Re: approval of the performance of duties by Mr Jacek Namieśnik – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Jacek Namieśnik – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005.” Resolution No. 17 Re: approval of the performance of duties by Mr Zygmunt Parczewski – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Zygmunt Parczewski – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005.” Resolution No. 18 Re: approval of the performance of duties by Mr Adam Sęk – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to June 29th 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Adam Sęk – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to June 29th 2005.” Resolution No. 19 Re: approval of the performance of duties by Mr Grzegorz Urban – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Grzegorz Urban – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005.” Resolution No. 20 Re: approval of the performance of duties by Mr Krzysztof Wrzesień – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Krzysztof Wrzesień – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005.” Resolution No. 21 Re: approval of the performance of duties by Mr Tadeusz Zieliński – Secretary of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Tadeusz Zieliński – Secretary of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005.” Resolution No. 22 Re: approval of the performance of duties by Ms Beata Zawadzka – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Ms Beata Zawadzka – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005.” Resolution No. 23 Re: approval of the performance of duties by Ms Katarzyna Dawidczyk – Chairperson and Secretary of the Supervisory Board of Grupa LOTOS S.A. in the period from January 14th 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Ms Katarzyna Dawidczyk – Chairperson of the Supervisory Board of Grupa LOTOS S.A. (from January 14th 2005 to August 23rd 2005), Secretary of the Supervisory Board of Grupa LOTOS S.A. (from August 23rd 2005), in the period from January 14th 2005 to December 31st 2005.” Resolution No. 24 Re: approval of the performance of duties by Mr Cezary Nowosad – Secretary and Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 14th 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Cezary Nowosad – Secretary of the Supervisory Board of Grupa LOTOS S.A. (from January 14th 2005 to August 23rd 2005), Chairman of the Supervisory Board of Grupa LOTOS S.A. (from August 23rd 2005), in the period from January 14th 2005 to December 31st 2005.” Resolution No. 25 Re: approval of the performance of duties by Mr Janusz Rachoń – Vice-Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 14th 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Janusz Rachoń – Vice-Chairman of the Supervisory Board of Grupa LOTOS S.A. (from August 23rd 2005), in the period from January 14th 2005 to December 31st 2005.” Resolution No. 26 Re: approval of the performance of duties by Ms Anna Andrzejczak – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Ms Anna Andrzejczak – Member of the Supervisory Board of Grupa LOTOS S.A., in the period from August 23rd 2005 to December 31st 2005.” Resolution No. 27 Re: approval of the performance of duties by Mr Piotr Krupa – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Piotr Krupa – Member of the Supervisory Board of Grupa LOTOS S.A., in the period from August 23rd 2005 to December 31st 2005.” Resolution No. 28 Re: approval of the performance of duties by Mr Robert Karwowski – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Robert Karwowski – Member of the Supervisory Board of Grupa LOTOS S.A., in the period from August 23rd 2005 to December 31st 2005.” Resolution No. 29 Re: approval of the performance of duties by Mr Jacek Mościcki – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005 “Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Jacek Mościcki – Member of the Supervisory Board of Grupa LOTOS S.A., in the period from August 23rd 2005 to December 31st 2005.” Resolution No. 30 Re: grant of an annual bonus for 2005 to Mr Paweł Olechnowicz – President of the Management Board “Acting pursuant to Par. 9.18 of the Company’s Articles of Association and upon a recommendation of the Supervisory Board expressed in Resolution No. 34/VI/2006 of May 29th 2006, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having regard to Mr Paweł Olechnowicz’s contribution to the positive financial results achieved by Grupa LOTOS S.A. in 2005 and the reinforcement of the Company’s position in the sector and on the market generally, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby grants to Mr Paweł Olechnowicz – President of the Management Board of Grupa LOTOS S.A., an annual bonus for 2005 in the gross amount of PLN 39,775.00 (thirty-nine thousand, seven hundred and seventy-five złoty).” Resolution No. 31 Re: acceptance of the wording of the updated Management Board’s statement on observing the corporate governance principles at the Company “The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby resolves as follows: Par. 1 Having regard to the recommendation of the Supervisory Board expressed in Resolution No. 43/VI/2006 of June 9th 2006, the Annual General Shareholders Meeting of Grupa LOTOS S.A., accepts the wording of the updated Management Board’s statement on observing the corporate governance principles at the Company, made on June 1st 2006, attached as Appendix No. 1 to Resolution No. 47/V/2006 of the Management Board of Grupa LOTOS S.A.” Resolutions No. 2 and No. 9 – rejected formal motions concerning admitting a shareholder to participate in the General Shareholders Meeting, and changing the contents of Resolution No. 10. Two objections were submitted during the General Shareholders Meeting and recorded in the minutes. The objections concerned: - Resolution No. 6 on the approval of the Directors’ Report on the Company’s operations in the year ended December 31st 2005, - Resolution No. 30 on the grant of an annual bonus for 2005 to Mr Paweł Olechnowicz – President of the Management Board. The legal basis for the publication of this report is Par. 39.1.5 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities, dated October 19th 2005 (Dz.U. of 2005, No. 209, item 1744).