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2018

The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 28th 2018

The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 28th 2018 

The Management Board of Grupa LOTOS S.A. of Gdańsk (the “Company”) announces that the Annual General Meeting convened for June 28th 2018 (the “AGM”) passed a resolution to adjourn the AGM until July 12th 2018 at 11am in the same place.

The Management Board of Grupa LOTOS S.A. (the “Company”) announces that on June 7th 2018 it received a request from the State Treasury – the Prime Minister of Poland, a shareholder of the Company, made pursuant to Art. 401.1 of the Commercial Companies Code and Art. 8.6 of the Company's Articles of Association, to place on the agenda of the Company’s Annual General Meeting (the “AGM") convened for June 28th 2018 additional items to vote on resolutions concerning amendment of the Company’s Articles of Association, authorisation for the Supervisory Board to prepare the consolidated text of the Company’s Articles of Association, and change of the composition of the Supervisory Board. 

The Management Board of LOTOS S.A. publishes, attached hereto, questions asked by a Shareholder (the State Treasury represented by the Chancellery of the Prime Minister) during adjournment of the Annual General Meeting under Art. 428.5 of the Commercial Companies Code, together with answers provided by the Management Board of LOTOS S.A.

 Appendix 1 – questions from the Chancellery of the Prime Minister

Appendix 2 – answers provided by the Management Board of LOTOS S.A.

Appendix 3 – amount of liabilities

 

REQUEST SUBMITTED BY A SHAREHOLDER REPRESENTING AT LEAST ONE-TWENTIETH OF THE SHARE CAPITALTO PLACE SPECIFIC MATTERS ON THE AGENDA OF THE GENERAL MEETING OF GRUPA LOTOS SPÓŁKA AKCYJNA CONVENED FOR JUNE 28TH 2018

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

Power of proxy form

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

Articles of Association of Grupa LOTOS S.A. Excerpt

Minutes of the recruitment procedure for the positions of, President of the Management Board, Vice President, Chief Financial Officer, Vice President, Chief Refining and Marketing Officer, Vice President, Chief Investment and Innovation Officer on the Management Board of Grupa LOTOS S.A. of the tenth joint term of office, conducted between April 25th and May 18th 2018.

Report on the recruitment procedure for the position of Vice President, Chief Financial Officer of Grupa LOTOS S.A.’s Management Board of the 10th joint term of office, carried out between May 18th and June 6th 2018.

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

4.1 Draft of resolution of Annual General Meeting concerning approval of the agenda.

5. Review of the financial statements of Grupa LOTOS S.A. for 2017.

5.1 Resolution of Management Board concerning approval of the financial statements of Grupa LOTOS S.A. for 2017.

5.2 Resolution of Supervisory Board concerning assessment of the financial statements of Grupa LOTOS S.A. for 2017.

5.3 The financial statements of Grupa LOTOS S.A. for 2017.

5.4 Grupa LOTOS S.A. 2017 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 2017.

6.1 Resolution of Management Board concerning approval of the consolidated financial statements of the LOTOS Group for 2017.

6.2 Resolution of Supervisory Board concerning Assessment of the consolidated financial statements of Grupa LOTOS S.A. Capital Group for 2017.

6.3 The consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2017.

7. Review of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2017.

7.1 Resolution of Management Board concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2017.

7.2 Resolution of Supervisory Board concerning of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2017.

7.3 Directors’ Report on the operations of Grupa LOTOS S.A.

8. Review of the Supervisory Board’s reports for 2017.

8.1 Resolution of Supervisory Board concerning adoption of the Supervisory Board’s report on the results of assessment of the Management Board Reports for the year ended December 31st, 2017.

8.2 Resolution of Supervisory Board concerning adoption of the Report on the Supervisory Board activities in 2017.

9. Approval of the financial statements of Grupa LOTOS S.A. for 2017.

9.1 Draft of resolution of Annual General Meeting concerning approval of the financial statements of Grupa LOTOS S.A. for 2017.

10. Approval of the consolidated financial statements of the LOTOS Group for 2017.

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 2017.

11. Approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2017.

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 2017.

12. Allocation of the Company’s net profit for 2017.

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

12.2 Resolution of Supervisory Board concerning assessment of the Management Board’s proposal on allocation of net profit for 2017.

12.3 Draft of resolution of Annual General Meeting concerning allocation of net profit of Grupa LOTOS S.A. for 2017.

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 2017.

13.1 Resolution of Supervisory Board 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.

13.2 Resolution of Supervisory Board concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Jarosław Kawula.

13.3 Resolution of Supervisory Board 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.

13.4 Resolution of Supervisory Board 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.

13.5 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Mateusz Aleksander Bonca, in respect of performance of his duties.

 13.6 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Jarosław Kawula, , in respect of performance of his duties.

13.7 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Marcin Jastrzębski, in respect of performance of his duties.

13.8 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Mariusz Machajewski, 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 2017.

14.1 Draft of resolution of Annual General Meeting concerning granting discharge to Beata Kozłowska-Chyła in respect of performance of her duties

14.2 Draft of resolution of Annual General Meeting concerning granting discharge to Piotr Ciach in respect of performance of his duties.

14.3 Draft of resolution of Annual General Meeting concerning granting discharge to Katarzyna Lewandowska in respect of performance of her duties.

14.4 Draft of resolution of Annual General Meeting concerning granting discharge to Dariusz Figura in respect of performance of his duties.

14.5 Draft of resolution of Annual General Meeting concerning granting discharge to Mariusz Golecki in respect of performance of his duties.

 14.6 Draft of resolution of Annual General Meeting concerning granting discharge to Adam Lewandowski in respect of performance of his duties.

14.7 Draft of resolution of Annual General Meeting concerning granting discharge to Agnieszka-Szklarczyk-Mierzwa in respect of performance of her duties.

15.   Consent to the planned subscription and payment for shares in the increased share capital of LOTOS Upstream sp. z o.o.

15.1 Resolution of Management Board concerning share capital increase at LOTOS Upstream Sp. z o.o.

15.2 Resolution of Supervisory Board concerning opinion on the request to the General Meeting of Grupa LOTOS S.A. for consent to subscription and payment for shares in the increased share capital of LOTOS Upstream sp. z.o.o.

15.3 Draft of resolution of Annual General Meeting concerning consent to planned subscription and payment for shares in the increased share capital of LOTOS Upstream sp. o.o.

16. Adoption of a resolution on amendment of the Company’s Articles of Association.

16.1 Draft of resolution of Annual General Meeting concerning amendment of the Articles of Association of Grupa LOTOS S.A. 

17. Adoption of a resolution on authorising the Supervisory Board to prepare the consolidated text of the amended Articles of Association of the Company.

17.1 Draft of resolution of Annual General Meeting concerning authorising the Supervisory Board to prepare the consolidated text of the amended Articles of Association  

18. Adoption of resolutions on changes in the composition of the Company’s Supervisory Board.

18.1 Draft of resolution of Annual General Meeting concerning removal of member of the Supervisory Board of Grupa LOTOS S.A.

 18.2 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 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

19. Closing of the Meeting.