logo

2017

The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 14th 2017

The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 14th 2017

Announcing about convening the Annual General Shareholders Meeting of Grupa LOTOS S.A.

Voting instruction form for exercising voting rights through a proxy at the General Shareholders Meeting of Grupa LOTOS

Drafts of Resolutions

Grounds for draft resolutions

Materials concerning points included on the agenda Annual General Shareholders Meeting

1. Opening of the Meeting.

2. Appointment of the Chairperson of the Meeting.

2.1 Draft of resolution of Annual General Meeting concerning election 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 the financial statements of Grupa LOTOS S.A. for 2016.

5.1 Resolution of Management Board no 23/IX/2017 concerning approval of the financial statements of Grupa LOTOS S.A. for 2016.

5.2 Resolution of Supervisory Board no 195/IX/2017 concerning assessment of the financial statements of Grupa LOTOS S.A. for 2016.

5.3 The financial statements of Grupa LOTOS S.A. for 2015.   

5.4 Grupa LOTOS S.A. 2016 report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees. 

6. Review of the consolidated financial statements of the LOTOS Group for 2016.

6.1 Resolution of Management Board no 24/IX/2017concerning approval of the consolidated financial statements of the LOTOS Group for 2016.

6.2 Resolution of Supervisory Board no 196/IX/2017 concerning Assessment of the consolidated financial statements of Grupa LOTOS S.A. Capital Group for 2016.

6.3 The consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2015.

7. Review of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2016.

7.1 Resolution of Management Board no 25/IX/2017 concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2016.

7.2 Resolution of Supervisory Board no 197/IX/2017 concerning of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2016.

7.3 The Directors' report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2016.

8. Review of the Supervisory Board’s reports for 2016.

8.1 Resolution of Supervisory Board no 199/IX/2017 concerning adoption of the Supervisory Board’s report on the results of assessment of the Management Board Reports for the year ended December 31st, 2016.

8.2 Resolution of Supervisory Board no 200/IX/2017 concerning adoption of the Report on the Supervisory Board activities in 2016.

9. Approval of the financial statements of Grupa LOTOS S.A. for 2016.

9.1 Draft of resolution of Annual General Meeting concerning approval of the financial statements of Grupa LOTOS S.A. for 2015.

10. Approval of the consolidated financial statements of the LOTOS Group for 2016.

10.1 Draft of resolution of Annual General Meeting concerning approval of the consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2016.

11. Approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2016.

11.1 Draft of resolution of Annual General Meeting concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2016.

12. Allocation of the Company’s net profit for 2016.

12.1 Resolution of Management Board no 78/IX/2017 concerning allocation of net profit of Grupa LOTOS S.A. for 2016.

12.2 Resolution of Supervisory Board no 198/IX/2017 concerning assessment of the Management Board’s proposal on allocation of net profit for 2016.

12.3 Draft of resolution of Annual General Meeting concerning allocation of net profit of Grupa LOTOS S.A. for 2016.

13. Granting discharge to members of the Company’s Management Board in respect of performance of their duties in the period from January 1st to December 31st 2016.

13.1 Resolution of Supervisory Board no 201/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Marcin Jastrzębski.

13.2 Resolution of Supervisory Board no 202/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Mariusz Machajewski.

13.3 Resolution of Supervisory Board no 203/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Mateusz Aleksander Bonca.

13.4 Resolution of Supervisory Board no 204/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Przemysław Marchlewicz.

13.5 Resolution of Supervisory Board no 205/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Robert Pietryszyn.

13.6 Resolution of Supervisory Board no 206/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Maciej Szozda.

13.7 Resolution of Supervisory Board no 207/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Paweł Olechnowicz.

13.7.A Resolution of Supervisory Board no 218/IX/2017 concerning revoke Resolution no 207/IX/2017 of the Supervisory Board of Grupa LOTOS S.A. dated May 18th 2017.

13.8 Resolution of Supervisory Board no 208/IX/2017 concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Marek Sokołowski.

13.8.A Resolution of Supervisory Board no 219/IX/2017 concerning revoke Resolution no 208/IX/2017 of the Supervisory Board of Grupa LOTOS S.A. dated May 18th 2017.

13.9 Draft of resolution of Annual General Meeting concerning granting discharge to Marcin Jastrzębski, Vice President of the Management Board, in respect of performance of his duties.

 13.10 Draft of resolution of Annual General Meeting concerning granting discharge to Mariusz Machajewski, Vice President of the Management Board, in respect of performance of his duties.

13.11 Draft of resolution of Annual General Meeting concerning granting discharge to Mateusz Aleksander Bonca, Vice President of the Management Board, in respect of performance of his duties.

13.12 Draft of resolution of Annual General Meeting concerning granting discharge to Przemysław Marchlewicz, Vice President of the Management Board, in respect of performance of his duties.

13.13 Draft of resolution of Annual General Meeting granting discharge to Robert Pietryszyn, President of the Management Board, in respect of performance of his duties.

13.14 Draft of resolution of Annual General Meeting concerning granting discharge to Maciej Szozda, Vice President of the Management Board, in respect of performance of his duties.

13.15 Draft of resolution of Annual General Meeting concerning granting discharge to Paweł Olechnowicz, President of the Management Board, in respect of performance of his duties.

13.16 Draft of resolution of Annual General Meeting concerning granting discharge to Marek Sokołowski, Vice President of the Management Board, in respect of performance of his duties.

13.17 Draft of resolution of Annual General Meeting concerning granting discharge to Zbigniew Paszkowicz, Vice President of the Management Board, in respect of performance of his duties.

14.   Granting discharge to members of the Company’s Supervisory Board in respect of performance of their duties in the period from January 1st to December 31st 2016.

14.1 Draft of resolution of Annual General Meeting concerning granting discharge to Beata Kozłowska-Chyła, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of her duties

14.2 Draft of resolution of Annual General Meeting concerning granting discharge to Katarzyna Lewandowska, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of her duties.

 14.3 Draft of resolution of Annual General Meeting concerning granting discharge to Agnieszka-Szklarczyk-Mierzwa, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of her duties.

14.4 Draft of resolution of Annual General Meeting concerning granting discharge to Piotr Ciach, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

14.5 Draft of resolution of Annual General Meeting concerning granting discharge to Dariusz Figura, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

 14.6 Draft of resolution of Annual General Meeting concerning granting discharge to Mariusz Golecki, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

14.7 Draft of resolution of Annual General Meeting concerning granting discharge to Adam Lewandowski, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

 14.8 Draft of resolution of Annual General Meeting concerning granting discharge to Maria Sierpińska, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of her duties.

14.9 Draft of resolution of Annual General Meeting concerning granting discharge to Katarzyna Witkowska, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of her duties.

14.10 Draft of resolution of Annual General Meeting concerning granting discharge to Cezary Krasodomski, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

14.11 Draft of resolution of Annual General Meeting concerning granting discharge to Robert Pietryszyn, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

14.12 Draft of resolution of Annual General Meeting concerning granting discharge to Marcin Jastrzębski , Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

14.13 Draft of resolution of Annual General Meeting concerning granting discharge to Wiesław Skwarko, President of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

14.14 Draft of resolution of Annual General Meeting concerning granting discharge to Agnieszka Trzaskalska, Vice-president of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of her duties.

14.15 Draft of resolution of Annual General Meeting concerning granting discharge to Oskar Pawłowski, Secretary of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

14.16 Draft of resolution of Annual General Meeting concerning granting discharge to Małgorzata Hirszel, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of her duties.

14.17 Draft of resolution of Annual General Meeting concerning granting discharge to Michał Rumiński, Member of the Supervisory Board of Grupa LOTOS S.A., in respect of performance of his duties.

15.   Granting consent to acquire non-current assets through an increase in the share capital and subscription for new shares in LOTOS Upstream Sp. z o.o. of Gdańsk.

15.1 Resolution of Management Board no 53/IX/2017 concerning share capital increase in LOTOS Upstream Sp. z o.o.

15.2 Project of capital restructuring of the Upstream Group of Grupa LOTOS S.A.

15.3 Resolution of Supervisory Board no 185/IX/2017 concerning opinion on a proposal for the General Meeting of Grupa LOTOS S.A. and approval of share capital increase in LOTOS Upstream Sp. z o.o.

15.4 Draft of resolution of Annual General Meeting concerning granting consent to acquire non-current assets through an increase in the share capital and subscription by Grupa LOTOS S.A. for new shares in the increased share capital of LOTOS Upstream Sp. z o.o. of Gdańsk

16.   Determination of the number of members of the Supervisory Board of the tenth term of office.

16.1 Draft of resolution of Annual General Meeting concerning determination of the number of members of the Supervisory Board of the tenth term of office.

17.   Appointment of the Supervisory Board of the tenth term of office.

17.1 Draft of resolution of Annual General Meeting concerning appointment of the Chair of the Supervisory Board of Grupa LOTOS S.A.

17.2 Draft of resolution of Annual General Meeting concerning appointment of a Member of the Supervisory Board of Grupa LOTOS S.A.

With reference to the appointment to the Supervisory Board of Grupa LOTOS S.A. on the tenth 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.

Pion Dyrektora Biura Zarządu i Compliance

ul. Elbląska 135

80-718 Gdańsk

e-mail: wz@grupalotos.pl

statement of a candidate – consent

statement of a candidate – independence

18. Closing of the Meeting.

The Extraordinary General Meeting of Grupa LOTOS S.A. on March 17th 2017.

The Extraordinary General Meeting of Grupa LOTOS S.A. has been convened by the Management Board for March 17th 2017 to fulfil the obligation laid down in Article 4.7.2 of the Act on Rules of Remunerating Persons Who Manage Certain Companies, of August 9th 2016. Adoption of rules for the selection and appointment of members of management and supervisory bodies at companies of the LOTOS Group by way of the General Meeting’s resolution is expected
to ensure openness and transparency of the process.

Grupa LOTOS S.A. announces a new agenda for the Company’s Extraordinary General Meeting convened for 11.00 am on March 17th 2017 at the Company’s registered office, ul. Elbląska 135, Gdańsk, changed upon a request submitted by the State Treasury as a shareholder entitled to make such requests, together with the draft resolutions submitted by the shareholder.

Letter from the Minister of Energy containing a draft resolution of the Extraordinary General Meeting of Grupa LOTOS S.A.

Notice of the Extraordinary General Meeting of Grupa LOTOS S.A.

Draft resolutions of the Extraordinary General Meeting of Grupa LOTOS S.A.

Grupa LOTOS S.A. (“Company”) publishes amended draft resolutions for the Extraordinary General Meeting of the Company, to be held at the Company’s registered office at ul. Elbląska 135, Gdańsk, Poland, at 11:00 am on March 17th 2017.
The draft resolutions have been amended at the request of an entitled shareholder − the State Treasury, and concern the following agenda items:

  • Item 6 (Amendment to the Company’s Articles of Association),
  • Item 8 (Amendment to Resolution No. 2 of the Extraordinary General Meeting, dated December 22nd 2016.).

Amended draft resolutions for the Extraordinary General Meeting of the Grupa LOTOS S.A.

Articles of Association_excerpt

Proxy voting form

Minutes of the recruitment procedure for the positions of President of the Management Board of Grupa LOTOS S.A. and Vice President of Grupa LOTOS S.A. Management Board, Chief Refining Officer.

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. Approval of the adoption of rules for the selection and appointment of members of management and supervisory bodies at companies of the LOTOS Group. 

5.1 Resolution No. 16/IX/2017of the Management Board of Grupa LOTOS S.A. dated February 13th 2017 concerning rules for the selection and appointment of members of management and supervisory bodies at companies of the LOTOS Group. 

5.2 Resolution no 167/IX/2017 of the Supervisory board of Grupa LOTOS S.A. dated February 15th 2017 concerning rules for the selection and appointment of members of management and supervisory bodies at companies of the LOTOS Group. 

5.3 Draft of resolution of the Extraordinary General Meeting of Grupa LOTOS S.A. dated March 17th 2017 concerning rules for the selection and appointment of members of management and supervisory bodies at companies of the LOTOS Group. 

6. Changes to the Articles of Association.

6.1 Draft of resolution of the Extraordinary General Meeting of Grupa LOTOS S.A. dated March 17th 2017 concerning amendment of the Company’s Articles of Association.

6.2 Amended draft of resolution of the Extraordinary General Meeting of Grupa LOTOS S.A. dated March 17th 2017 concerning amendment of the Company’s Articles of Association.

 7. Authorisation for the Company’s Supervisory Board to prepare a consolidated text of Articles of Association,

7.1 Draft of resolution of the Extraordinary General Meeting of Grupa LOTOS S.A. dated March 17th 2017 concerning authorisation for the Supervisory Board to prepare a consolidated text of the amended Articles of Association.

8. Amendment to Resolution No. 2 of the Extraordinary General Meeting, dated December 22nd 2016.

8.1 Draft of resolution of the Extraordinary General Meeting of Grupa LOTOS S.A. dated March 17th 2017 concerning amendment to Resolution No. 2 of the Extraordinary General Meeting, dated December 22nd 2016.

8.2 Amended draft of resolution of the Extraordinary General Meeting of Grupa LOTOS S.A. dated March 17th 2017 concerning amendment to Resolution No. 2 of the Extraordinary General Meeting, dated December 22nd 2016.

9. Closing of the Meeting.

In all matters related to General Meetings, please contact the Company by email at wz@grupalotos.pl.