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Draft resolutions of the Extraordinary General Shareholders Meeting of Grupa LOTOS SA convened for January 30th 2006.
Report no. 96/20052006-01-20

RESOLUTION No. .......... OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF GRUPA LOTOS SA of January 30th 2006 On Appointment of Chairman of the Extraordinary General Shareholders Meeting Acting pursuant to Art. 409.1 of the Polish Commercial Companies Code and Par. 5.1–5 of the Rules of Procedure for the General Shareholders Meeting of Grupa LOTOS SA, the Extraordinary General Shareholders Meeting hereby appoints the Chairman of the General Shareholders Meeting. Par. 1 Ms/Mr …………………………………………….. is hereby entrusted with the duties of the Chairman of the Extraordinary General Shareholders Meeting. Par. 2 The Resolution has been adopted by secret ballot. RESOLUTION No. ......... OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF Grupa LOTOS SA of January 30th 2006 On Changes in Composition of the Supervisory Board The Extraordinary General Shareholders Meeting of Grupa LOTOS SA, acting pursuant to Art. 385.1 of the Polish Commercial Companies Code and Par. 9.4 and Par. 11.2 of the Company’s Articles of Association, hereby resolves as follows: Par. 1 Ms/Mr ………………………………. is hereby removed from the Supervisory Board of Grupa LOTOS SA. Par. 2 The Resolution becomes effective upon its adoption. RESOLUTION No. ......... OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF Grupa LOTOS SA of January 30th 2006 On Changes in Composition of the Supervisory Board The Extraordinary General Shareholders Meeting of Grupa LOTOS SA, acting pursuant to Art. 385.1 of the Polish Commercial Companies Code and Par. 9.4 and Par. 11.2 of the Company’s Articles of Association, hereby resolves as follows: Par. 1 Ms/Mr ........................................... is hereby appointed as a member of the Supervisory Board of Grupa LOTOS SA for the time remaining to the end of the fourth term of office. Par. 2 The Resolution becomes effective upon its adoption. RESOLUTION No. ......... OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF Grupa LOTOS SA of January 30th 2006 On Changes in the Company’s Articles of Association The Extraordinary General Shareholders Meeting of Grupa LOTOS SA, acting pursuant to Art. 430 of the Polish Commercial Companies Code and Par. 9.10 of the Company’s Articles of Association, hereby resolves as follows: Par. 1 The Company’s Articles of Association are hereby amended as follows: 1) In the second sentence of Par. 1.3 of the Company’s Articles of Association the words “Grupa LOTOS SA” are removed and substituted with the words “Grupa LOTOS S.A.” 2) In Par.13 of the Company’s Articles of Association, Clause 4 is added, to read as follows: „4. The Management Board shall be obliged to disclose to the Supervisory Board long-term strategy for subsidiary undertakings”. Par. 2 The Extraordinary General Shareholders Meeting, acting pursuant to Art. 430.5, hereby authorises the Supervisory Board of Grupa LOTOS SA to draw up a consolidated text of the Company’s Articles of Association, which will incorporate the changes made under this Resolution. Par. 3 The Resolution becomes effective upon its adoption. RESOLUTION No. ......... OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF Grupa LOTOS SA of January 30th 2006 On Changes in the Rules of Procedure of the General Shareholders Meeting of Grupa LOTOS SA The Extraordinary General Shareholders Meeting of Grupa LOTOS SA, acting pursuant to Par. 8.7 of the Company’s Articles of Association and Par.11.1 of the Rules of Procedure for the General Shareholders Meeting of Grupa LOTOS SA, hereby resolves as follows: Par. 1 The Rules of Procedure of the General Shareholders Meeting are hereby amended as follows: 1) the first sentence in Par. 5.1 of the Rules of Procedure is removed and substituted with a sentence reading: „The General Shareholders Meeting shall be opened by the Chairman of the Supervisory Board, or a Member of the Supervisory Board appointed by the Chairman, or, in the absence of the Chairman, by the President of the Management Board or another person appointed by the Management Board.” 2) in Par. 5.1 6, a sentence, following the word “minority”, is introduced reading: „In the absence of the members of the Management Board, the members of the Supervisory Board or the Chartered Auditor, the Chairman should inform the shareholders of the reasons for the absence.” 3) Clause 7 is introduced into Par.7 reading: „7. On demand of a participant of the general shareholders meeting, his written representation shall be recorded in the minutes.” 4) Owing to the incorporation of Clause 7, the hitherto numbering sequence of Clauses 7–13 in Par. 7 of the Rules of Procedure is changed and the Clauses are given the numbers 8–14, respectively. Par. 2 The changes of the Rules of Procedure of the General Shareholder Meeting, referred to in Par. 1 hereof, shall become effective 14 days after adoption of the Resolution. Par. 3 The Resolution becomes effective upon its adoption. Legal basis: Par. 39.1.3 of the Regulation of the Polish Minister of Finance on current and interim reports to be disclosed by issuers of securities, dated October 19th 2005.