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DRAFT RESOLUTIONS OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. convened for June 19th 2006
Report no. 96/20052006-06-06

RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: Election of the Chairman for the General Shareholders Meeting. Acting pursuant to Art. 409.1 of the Commercial Companies Code, and Par. 5 of the Rules of Procedure for the Company’s General Shareholders Meetings, the Annual General Shareholders Meetings of Grupa LOTOS S.A. hereby elects its Chairman. Par. 1 The Chairman of the Annual General Shareholders Meetings shall be Ms/Mr .................................................. Par. 2 This resolution has been adopted by secret vote. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the Company’s financial statements for the year ended December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.1 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 31/V/2006 of the Management Board and Resolution No. 24/VI/2006 of the Supervisory Board hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby approves the Company’s financial statements for the year ended December 31st 2005, comprising: a)balance sheet prepared as at December 31st 2005, showing a balance-sheet total of PLN 5,375,563 thousand, b)profit and loss account for the period from January 1st 2005 to December 31st 2005, showing a net profit of PLN 532,268 thousand, c)statement of changes in equity for the period from January 1st 2005 to December 31st 2005, showing an increase in equity of PLN 1,526,079 thousand, d)cash-flow statement for the period from January 1st 2005 to December 31st 2005, showing a net increase in cash of PLN 219,084 thousand, and e)Supplementary information and explanations. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the Directors’ Report on the Company’s operations in the year ended December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.1 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 32/V/2006 of the Management Board and Resolution No. 25/VI/2006 of the Supervisory Board hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby approves the Directors’ Report on the Company’s operations in the year ended December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re:approval of the consolidated financial statements of the LOTOS Group for the year ended December 31st 2005 Acting pursuant to Art. 395.5 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 33/V/2006 of the Management Board and Resolution No. 26/VI/2006 of the Supervisory Board hereby resolves as follows: Par. 1 The Annual General Shareholders Meeting hereby approves the consolidated financial statements of the LOTOS Group for the year ended December 31st 2005, comprising: a)consolidated balance sheet prepared as at December 31st 2005, showing a balance-sheet total of PLN 6,989,609 thousand, b)consolidated profit and loss account for the period from January 1st 2005 to December 31st 2005, showing a net profit of PLN 968,839 thousand, c)statement of changes in consolidated equity for the period from January 1st 2005 to December 31st 2005, showing an increase in equity of PLN 2,150,597 thousand, d)consolidated cash-flow statement for the period from January 1st 2005 to December 31st 2005, showing a net increase in cash of PLN 612,782 thousand; and e)Supplementary information and explanations. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the Directors’ Report on the operations of the LOTOS Group in the year ended December 31st 2005 Acting pursuant to Art. 395.5 of the Commercial Companies Code, and Par. 9.1 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 34/V/2006 of the Management Board and Resolution No. 27/VI/2006 of the Supervisory Board hereby resolves as follows:: Par. 1 The Annual General Shareholders Meeting hereby approves the Directors’ Report on the operations of the LOTOS Group in the year ended December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: distribution of the Company’s net profit for the year ended December 31st 2005 Acting pursuant to Art. 395.2.2 of the Commercial Companies Code, and Par. 9.3 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 46/V/2006 of the Management Board and Resolution No. 28/VI/2006 of the Supervisory Board hereby resolves to distribute the net profit for the year ended December 31st 2005 in the following manner: Par. 1 The entire amount of the Company’s net profit for the year ended December 31st 2005, amounting to PLN 532,268,528.93 (five hundred and thirty-two million two hundred and sixty-eight thousand five hundred and twenty-eight złoty, ninety-three grosz) shall be applied to increase the Company’s reserve funds. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: 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 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 33/VI/2006 of the Supervisory Board, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Paweł Olechnowicz – President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: 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 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 31/VI/2006 of the Supervisory Board, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves 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 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Wojciech Kowalczyk – Vice-President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having read Resolution No. 32/VI/2006 of the Supervisory Board, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Wojciech Kowalczyk - Vice-President of the Management Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Stanisław Łańcucki – Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Stanisław Łańcucki - Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Jerzy Węsierski – Deputy Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Jerzy Węsierski - Deputy Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Jacek Namieśnik – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Jacek Namieśnik - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Zygmunt Parczewski – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Zygmunt Parczewski - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to January 14th 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Adam Sęk – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to June 29th 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Adam Sęk - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to June 29th 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Grzegorz Urban – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par.1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Grzegorz Urban - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Krzysztof Wrzesień – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Krzysztof Wrzesień - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Tadeusz Zieliński – Secretary of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2006 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Tadeusz Zieliński - Secretary of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to August 23rd 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Ms Beata Zawadzka – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Ms Beata Zawadzka - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from January 1st 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Ms Katarzyna Dawidczyk – Chairperson and Secretary of the Supervisory Board of Grupa LOTOS S.A. in the period from January 14th 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Ms Katarzyna Dawidczyk – Chairperson of the Supervisory Board of Grupa LOTOS S.A. (from January 14th to August 23rd 2005) and Secretary of the Supervisory Board of Grupa LOTOS S.A. (from August 23rd 2005) in the period from January 14th 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Cezary Nowosad – Secretary and Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 14th 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Cezary Nowosad – Secretary of the Supervisory Board of Grupa LOTOS S.A. (from January 14th to August 23rd 2005) and Chairman of the Supervisory Board of Grupa LOTOS S.A. (from August 23rd 2005) in the period from January 14th 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Janusz Rachoń – Deputy Chairman of the Supervisory Board of Grupa LOTOS S.A. in the period from January 14th 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par.1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Janusz Rachoń - Deputy Chairman of the Supervisory Board of Grupa LOTOS S.A. (from August 23rd 2005) in the period from January 14th 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Ms Anna Andrzejczak – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Ms Anna Andrzejczak - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Piotr Krupa – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005. Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Piotr Krupa - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Robert Karwowski – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Robert Karwowski - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: approval of the performance of duties by Mr Jacek Mościcki – Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005 Acting pursuant to Art. 393.1 and Art. 395.2.3 of the Commercial Companies Code, and Par. 9.2 of the Company’s Articles of Association, the Annual General Shareholders Meeting of Grupa LOTOS S.A. resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby approves the performance of duties by Mr Jacek Mościcki - Member of the Supervisory Board of Grupa LOTOS S.A. in the period from August 23rd 2005 to December 31st 2005. RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: Grant of an annual bonus for 2005 to Mr Paweł Olechnowicz – President of the Management Board Acting pursuant to Par. 9.18 of the Company’s Articles of Association and upon a recommendation of the Supervisory Board expressed in Resolution No. 34/VI/2006 of May 29th 2006, the Annual General Shareholders Meeting of Grupa LOTOS S.A., having regard to Mr Paweł Olechnowicz’s contribution to the positive financial results achieved by Grupa LOTOS S.A. in 2005 and the reinforcement of the Company’s position in the sector and on the market generally, resolves as follows: Par. 1 The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby grants to Mr Paweł Olechnowicz – President of the Management Board of Grupa LOTOS S.A., an annual bonus for 2005 in the gross amount of PLN ................ (................................................................. złoty). RESOLUTION No. ………… OF THE ANNUAL GENERAL SHAREHOLDERS MEETING of Grupa LOTOS S.A. of June 19th 2006 Re: Acceptance of the wording of the updated Management Board’s statement on observing the corporate governance principles at the Company The Annual General Shareholders Meeting of Grupa LOTOS S.A. hereby resolves as follows: Par. 1 Having regard to the recommendation of the Supervisory Board expressed in Resolution No. ……/VI/2006 of June 9th 2006, the Annual General Shareholders Meeting of Grupa LOTOS S.A., accepts the wording of the updated Management Board’s statement on observing the corporate governance principles at the Company, made on June 1st 2006, attached as Appendix No. 1 to Resolution No. 47/V/2006 of the Management Board of Grupa LOTOS S.A . 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.