Report no. 96/2005 • 2007-12-07Date of and Agenda for the Extraordinary General Shareholders Meeting of Grupa LOTOS S.A., as well as Proposed Amendments to the Articles of Association
Acting pursuant to Art. 399.1 of the Commercial Companies Code and Par. 8.1, Par. 8.2, Par. 8.4 and Par. 8.6 of the Company’s Articles of Association, the Management Board of Grupa LOTOS S.A. of Gdańsk hereby convenes the Extraordinary General Shareholders Meeting of Grupa LOTOS S.A. for 11.00 am on January 22nd 2008, at the Holiday Inn Hotel at ul. Podwale Grodzkie 9, Gdańsk. Agenda for the Meeting: 1. Opening of the Meeting. 2. Election of the Chairman of the Meeting. 3. Confirmation that the Extraordinary General Shareholders Meeting has been duly convened and has the capacity to adopt resolutions. 4. Approval of the Agenda. 5. Creation of a special fund for the financing of charitable donations of Grupa LOTOS S.A. 6. Approval of creation of security for the financing of the 10+ Programme. 7. Approval of the implementation of an incentive scheme in connection with the launch of the Company value increase programme. 8. Approval of change in the terms and form of remunerating the Management Board members and in the amount of monthly remuneration payable to the Management Board members. 9. Amendments to the Company’s Articles of Association. 10. Authorising the Supervisory Board to prepare the consolidated text of the amended Articles of Association. 11. Closing of the Meeting. Pursuant to the requirements stipulated by Art. 402.2 of the Commercial Companies Code, the Management Board hereby publishes the existing and proposed wording of certain provisions of the Articles of Association: 1. Par. 4.3. shall be followed by Par. 4.4 and Par. 4.5, reading as follows: 4. The Company may grant 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. Such non-voting shares 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 may be granted the right to receive the amount not paid to him out of the company’s profit in subsequent years, but not later than in three consecutive financial years. 5. The Company shares, including non-voting shares, may be granted to the Company’s employees and management staff in performance of incentive schemes adopted by the Company. 2. The existing provisions of Par. 5, reading as follows: Par. 5 Share Retirement The Company shares may be retired by virtue of a resolution of the General Shareholders Meeting, on the terms specified in such a resolution. The Company may, based on a resolution of the General Shareholders Meeting, purchase own shares for retirement. shall be deleted and replaced by the following provisions: Par. 5 Share Retirement The Company may, based on a resolution of the General Shareholders Meeting, purchase own shares, including non-voting shares, for retirement. 3. Par. 9.19 shall be added, reading as follows: 19) approval of the implementation of incentive schemes consisting in the financing of rewards from profit or granting non-voting shares or other employee shares. 4. The existing provisions of Par. 13.2.10, reading as follows: 10) approving long-term strategies, shall be deleted and replaced by the following provisions: 10) approving the strategy of the LOTOS Group, 5. The existing provisions of Par. 13.4, reading as follows: 4. The Management Board shall submit to the Supervisory Board long-term strategies for subsidiaries. shall be deleted. 6. Par. 13.2.14 shall be added, reading as follows: 14) defining the amount of bonuses or rewards payable to the members of the Management Board, and filing request with the General Shareholders Meeting concerning rewards and grant of employee shares financed from profit to the members of the Management Board in performance of the incentive schemes. Additional information: 1. Holders of registered shares have the right to participate in the Meeting on condition that they are entered into the share register at least a week prior to the date of the Meeting. 2. Bearer shares carry the right to participate in the Meeting on condition that a registered deposit certificate, issued 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 a week prior to the date of the Meeting, i.e. January 15th 2007; the deposit certificate should state that it has been issued to be submitted to the Company in connection with the Meeting and that the shares will remain blocked until the closing of the Meeting. Legal basis for publishing this Report: Par. 39.1.1 and Par. 39.1.2 of the Regulation of the Minister of Finance on current and periodic information to be published by issuers of securities of October 19th 2005.