The Extraordinary General Meeting of Grupa LOTOS S.A. on December 22nd 2016
The Extraordinary General Meeting of Grupa LOTOS S.A. has been convened for December 22nd 2016 at the request of the Minister of Energy, acting on behalf of the State Treasury, a shareholder of the Company, expressed in a letter of November 23rd 2016, demanding that the Extraordinary General Meeting of Grupa LOTOS S.A. be immediately convened and that the agenda of the Meeting include the following items: (i) to pass a resolution on rules of remuneration for Members of the Management Board of Grupa LOTOS S.A., and (ii) to pass a resolution on rules of remuneration for Members of the Supervisory Board of Grupa LOTOS S.A., thus performing the obligation stipulated under Art. 2.1 and Art.2.2.1 of the Act on Rules of Remunerating Persons Who Manage Certain Companies, of June 9th 2016.
As stated in the grounds for the proposed resolutions, defining such new rules of remuneration by way of a General Meeting resolution will ensure that the rules and amounts of remuneration for members of the governing bodies are set in an open and transparent manner.
Letter from the Minister of Energy containing a draft resolution of the Extraordinary General Meeting of Grupa LOTOS S.A.
Request of the Ministry of Energy
Notice of the Extraordinary General Meeting of Grupa LOTOS S.A.
Draft resolutions of the Extraordinary General Meeting of Grupa LOTOS S.A.
Proxy voting form
Documents pertaining to matters included in the agenda of the Extraordinary General Meeting:
1. Opening of the Meeting.
2. Appointment of the Chairperson of the Meeting.
2.1 Draft resolution on the appointment of the Chairperson of the Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt binding resolutions.
4. Approval of the agenda.
5. Passing a resolution on the rules of remuneration for members of the Management Board of Grupa LOTOS S.A.
5.1 Draft resolution on the rules of remuneration for members of the Management Board of Grupa LOTOS S.A.
6. Passing a resolution on the rules of remuneration for members of the Supervisory Board of Grupa LOTOS S.A.
6.1 Draft resolution on the rules of remuneration for members of the Supervisory Board of Grupa LOTOS S.A.
7. Changes in the composition of the Supervisory Board.
7.1 Request of the Minister of Energy.
7.2 Draft resolution on removal of member of the Supervisory Board of Grupa LOTOS S.A.
7.3 Draft resolution on appointment of member of the Supervisory Board of Grupa LOTOS S.A.
With reference to the changes in the composition of the Supervisory Board of Grupa LOTOS S.A. on the ninth term of office, we would like to invite the candidate for the members of Supervisory Board to send their candidacies earlier. Application forms with the declaration enclosed below, ought to be send on the following address:
Grupa LOTOS S.A.
Biuro Zarządu
ul. Elbląska 135
80-718 Gdańsk
e-mail: wz@grupalotos.pl
statement of a candidate – consent
statement of a candidate – independence
8. Closing of the Meeting.
In all matters related to General Meetings, please contact the Company by email at wz@grupalotos.pl.
The Extraordinary General Meeting of Grupa LOTOS S.A. on September 14th 2016
The Extraordinary General Meeting of Grupa LOTOS S.A. of September 14th 2016 was convened at the request of the Minister of Energy acting on behalf of the State Treasury, a Shareholder, which included placing an amendment to the Company’s Articles of Association in the meeting’s agenda.
As stated in the grounds for the request, the amendment is necessary to adjust the Articles of Association of Grupa Lotos S.A. to the amended provisions of Art. 12b.2 of the Energy Law of April 10th 1997 (Dz.U. of 2012, item 1059, as amended), which came into force on July 1st 2016, transferring the authority to exercise rights attached to the shares held by the State Treasury to the Minister of Energy. The provisions were amended by Art. 3.2 of the Act Amending the Act on Public Administration Sectors and Certain Other Acts, dated February 11th 2016 (Dz.U. of 2016, item 266).
Letter from the Minister of Energy containing a draft resolution of the Extraordinary General Meeting of Grupa LOTOS S.A.
Request of the Minister of Energy
Announcing about covening the Extraordinary General Meeting of Grupa LOTOS S.A.
Draft resolutions of the Extraordinary General Meeting of Grupa LOTOS S.A.
Proxy voting form
Document pertaining to matters included in the agenda of the Extraoridinary General Meeting:
1. Opening of the Meeting.
2. Appointment of the Chairperson of the Meeting.
2.1 Draft resolution on the appointment of the Chairperson of the Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt binding resolutions.
4. Approval of the agenda.
5. Amendment to the Articles of Association of Grupa LOTOS S.A.
5.1 Management Board Resolution No. 88/IX/2016 of August 2nd 2016 on convening of the Extraordinary General Meeting of Grupa LOTOS S.A. and the Meeting’s agenda.
5.2 Supervisory Board Resolution No. 132/IX/2016 of August 9th 2016 on the Supervisory Board’s opinion on the proposed amendments to the Articles of Association.
5.3 Draft resolution on an amendment to the Articles of Association of Grupa LOTOS S.A.
6. Authorisation for the Supervisory Board to prepare a consolidated text of the amended Articles of Association.
6.1 Draft resolution on an authorisation for the Supervisory Board to prepare a consolidated text of the amended Articles of Association.
7. Changes in the composition of the Supervisory Board.
7.1 Request of the Minister of Energy.
7.2 Draft resolution on removal of member of the Supervisory Board of Grupa LOTOS S.A.
7.3 Draft resolution on appointment of member of the Supervisory Board of Grupa LOTOS S.A.
With reference to the changes in the composition of the Supervisory Board of Grupa LOTOS S.A. on the ninth term of office, we would like to invite the candidate for the members of Supervisory Board to send their candidacies earlier. Application forms with the declaration enclosed below, ought to be send on the following address:
Grupa LOTOS S.A.
Biuro Zarządu
ul. Elbląska 135
80-718 Gdańsk
e-mail: wz@grupalotos.pl
statement of a candidate – consent
statement of a candidate – independence
7. Closing of the Meeting.
In all matters related to General Meetings, please contact the Company by email at wz@grupalotos.pl.
The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 28th 2016
The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 28th 2016
Announcing about convening the Annual General Shareholders Meeting of Grupa LOTOS S.A.
Request of Shareholder State Treasury
Voting instruction form for exercising voting rights through a proxy at the General Shareholders Meeting of Grupa LOTOS.
Drafts of Resolutions
Minutes of the recruitment procedure for the positions of the Management Board of Grupa LOTOS S.A.
Materials concerning points included on the agenda Annual General Shareholders Meeting
1. Opening of the Meeting.
2. Election of the Chairperson.
2.1 Draft of resolution of Annual General Meeting concerning appointment of the Chairperson of the Annual General Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
4. Approval of the agenda
5. Review of Grupa LOTOS S.A.’s financial statements for 2015 and of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2015.
5.1 Resolution of Management Board no 12/IX/2016 concerning approval of the financial statements of Grupa LOTOS S.A. for 2015.
5.2 Resolution of Management Board no 13/IX/2016 concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2015.
5.3 Resolution of Supervisory Board no 101/IX/2016 concerning assessment of the financial statements of Grupa LOTOS S.A. for 2015.
5.4 Resolution of Supervisory Board no 102/IX/2016 concerning assessment of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2015.
5.5 The financial statements of Grupa LOTOS S.A. for 2015.
6. Review of the LOTOS Group’s consolidated financial statements for 2015 and of the Report on the LOTOS Group’s operations of Grupa LOTOS S.A. in 2015.
6.1 Resolution of Management Board no 14/IX/2016 concerning approval of the consolidated financial statements of the LOTOS Group for 2015.
6.2 Resolution of Management Board no 15/IX/2016 concerning approval of the Report on the operations of the LOTOS Group in 2015.
6.3 Resolution of Supervisory Board no 103/IX/2016 concerning assessment of the consolidated financial statements of the LOTOS Group for 2015.
6.4 Resolution of Supervisory Board no 104/IX/2016 concerning assessment of the Report on the operations of the LOTOS Group for 2015.
6.5 The consolidated financial statements of the LOTOS Group for 2015.
7. Review of the Supervisory Board’s reports for 2015.
7.1 Resolution of Supervisory Board no 106/IX/2016 concerning adoption of the Supervisory Board’s report on the results of assessment of the Directors' Reports for 2015.
7.2 Resolution of Supervisory Board no 107/IX/2016 concerning adoption of the Report on the Supervisory Board activities in 2015.
8. Approval of Grupa LOTOS S.A.’s financial statements for 2015 and of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2015.
8.1 Draft of resolution of Annual General Meeting concerning approval of the financial statements of Grupa LOTOS S.A. for 2015.
8.2 Draft of resolution of Annual General Meeting concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. in 2015.
9. Approval of the Grupa LOTOS S.A. Capital Group’s consolidated financial statements for 2015 and of the Report on the Grupa LOTOS S.A. Capital Group’s operations in 2015.
9.1 Draft of resolution of Annual General Meeting concerning approval of the consolidated financial statements of the LOTOS Group for 2015.
9.2 Draft of resolution of Annual General Meeting concerning approval of the Report on the operations of the LOTOS Group in 2015.
10. Cover the net loss of Grupa LOTOS S.A. for 2015
10.1 Resolution of Management Board no 45/IX/2016 concerning coverage of the 2015 net loss of Grupa LOTOS S.A.
10.2 Resolution of Supervisory Board no 105/IX/2016 concerning assesment of the Management Board’s proposal concerning coverage of the net loss for 2015.
10.3 Draft of resolution of Annual General Meeting concerning coverage of the 2015 net loss of Grupa LOTOS S.A.
11. Approval of the performance of duties by Members of the Company’s Management Board for the period January 1st –December 31st 2015.
11.1 Resolution of Supervisory Board no 108/IX/2016 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Paweł Olechnowicz, President of the Management Board, in the period from January 1st to December 31st 2015.
11.2 Resolution of Supervisory Board no 109/IX/2016 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Marek Sokołowski, Vice-President of the Management Board, in the period from January 1st to December 31st 2015.
11.3 Resolution of Supervisory Board no 110/IX/2016 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Mariusz Machajewski, Vice-President of the Management Board, in the period from January 1st to December 31st 2015.
11.4 Resolution of Supervisory Board no 111/IX/2016 concerning recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Maciej Szozda, Vice-President of the Management Board, in the period from January 1st to December 31st 2015.
11.5 Resolution of Supervisory Board no 112/IX/2016 concerning Recommendation to the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Zbigniew Paszkowicz, Vice-President of the Management Board, in the period from January 1st to December 31st 2015.
11.6 Draft of resolution of Annual General Meeting concerning 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 to December 31st 2015.
11.7 Draft of resolution of Annual General Meeting concerning 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 to December 31st 2015.
11.8 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mr Mariusz Machajewski, Vice-President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
11.9 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mr Maciej Szozda, Vice-President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
11.10 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mr Zbigniew Paszkowicz, Vice-President of the Management Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
12. Approval of the performance of duties by Members of the Company’s Supervisory Board for the period January 1st–December 31st 2015.
12.1 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mr Wiesław Skwarko, Chairman of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
12.2 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Ms Agnieszka Trzaskalska, Vice-president of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
12.3 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mr Oskar Pawłowski, Secretary of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
12.4 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Ms Małgorzata Hirszel, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
12.5 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mr Michał Rumiński, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015.
12.6 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mrs Magdalena Bohusz-Boguszewska, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from January 1st to December 31st 2015 to June 30th 2015.
12.7 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mrs Katarzyna Witkowska, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from June 30th to December 31st 2015.
12.8 Draft of resolution of Annual General Meeting concerning approval of the performance of duties by Mr Robert Pietryszyn, Member of the Supervisory Board of Grupa LOTOS S.A., in the period from December 23rd to December 31st 2015.
13. Changes in the composition of the Supervisory Board of Grupa LOTOS S.A.
13.1 Request of Shareholder State Treasury
13.2 Draft of resolution of Annual General Meeting concerning appointment of Chairman of the Supervisory Board of Grupa LOTOS S.A.
13.3 Draft of resolution of Annual General Meeting concerning appointment of member of the Supervisory Board of Grupa LOTOS S.A.
13.4 Draft of resolution of Annual General Meeting concerning removal of member of the Supervisory Board of Grupa LOTOS S.A.
With reference to the changes in the composition of the Supervisory Board of Grupa LOTOS S.A. on the ninth term of office, we would like to invite the candidate for the members of Supervisory Board to send their candidacies earlier. Application forms with the declaration enclosed below, ought to be send on the following address:
Grupa LOTOS S.A.
Biuro Zarządu
ul. Elbląska 135
80-718 Gdańsk
e-mail: wz@grupalotos.pl
statement of a candidate – consent
statement of a candidate – independence
14. Closing of the Meeting.
The Extraordinary General Meeting of Grupa LOTOS S.A. on January 27th 2016
The Extraordinary General Shareholders Meeting of Grupa LOTOS S.A. on January 27th 2016 has been convened at the request of Shareholder State Treasury, which has requested the following item to be placed on the General Meeting's agenda adoption of resolutions on changes in the composition of the Supervisory Board. The inclusion of the item pertaining to changes in the composition of the Supervisory Board in the agenda of the Meeting follows from the need to strengthen supervision over the Company’s operations.
Letter from State Treasury with draft resolutions for the Extraordinary General Shareholders Meeting of Grupa LOTOS S. A.
Announcing about convening the Extraordinary General Shareholders Meeting of Grupa LOTOS S.A.
A form for exercise of voting rights by an attorney-in-fact at the General Shareholders Meeting of Grupa LOTOS S.A.
Draft resolutions for the Extraordinary General Shareholders Meeting of Grupa LOTOS S.A.
Materials concerning points included on the agenda Extraordinary General Shareholders Meeting.
1. Opening of the Meeting.
2. Appointment of the Chairperson of the Meeting.
2.1 Draft of resolution of Extraordinary General Meeting concerning election of the Chairperson of the Extraordinary General Shareholders Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt binding resolutions.
4. Approval of the agenda.
5. Adoption of a resolution on determination of the number of members of the Supervisory Board.
5.1 Draft of resolution of Extraordinary General Meeting concerning determination of the number of members of the Supervisory Board of the ninth term of office.
6. Adoption of resolutions on changes in the composition of the Supervisory Board.
6.1 Draft of resolution of Extraordinary General Meeting concerning removal of Member of the Supervisory Board of Grupa LOTOS S.A.
6.2 Draft of resolution of Extraordinary General Meeting concerning appointment of Chairman of the Supervisory Board of Grupa LOTOS S.A.
6.3 Draft of resolution of Extraordinary General Meeting concerning appointment of Member of the Supervisory Board of Grupa LOTOS S.A.
With reference to the changes in the composition of the Supervisory Board of Grupa LOTOS S.A. on the ninth term of office, we would like to invite the candidate for the members of Supervisory Board to send their candidacies earlier. Application forms with the declaration enclosed below, ought to be send on the following address:
Grupa LOTOS S.A.
Biuro Zarządu i Administracji
ul. Elbląska 135
80-718 Gdańsk
e-mail: wz@grupalotos.pl
statement of a candidate – consent
statement of a candidate – independence
7. Closing of the Meeting.
In all connected cases with general meetings we ask for the light switch at the following e-mail address: wz@grupalotos.pl
