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Request by shareholder to place certain items on the agenda of the Annual General Meeting of Grupa LOTOS S.A. convened for June 28th 2018
Report no. 12/20182018-06-08

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. 

Therefore, the Management Board announces the new agenda of the AGM, which after inclusion of the items requested by the shareholder (items 16–18) is as follows:

  1. Opening of the Meeting.
  2. Appointment of the Chairperson of the 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 2017.
  6. Review of the consolidated financial statements of the LOTOS Group for 2017.
  7. Review of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2017.
  8. Review of the Supervisory Board’s reports for 2017.
  9. Approval of the financial statements of Grupa LOTOS S.A. for 2017.
  10. Authorisation of the consolidated financial statements of the LOTOS Group for 2017.
  11. 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.
  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.
  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. 
  15. Consent to the planned acquisition of and payment for shares in the increased share capital of LOTOS Upstream sp. z o.o.
  16. Voting on a resolution to amend the Company’s Articles of Association.
  17. Voting on a resolution to authorise the Supervisory Board to prepare the consolidated text of the amended Articles of Association of the Company.
  18. Voting on resolutions to change the composition of the Company’s Supervisory Board.
  19. Closing of the Meeting.

As stated in the grounds for the request, the proposed amendments are necessary to clarify certain provisions of the Articles of Association and bring them into line with the Act of December 16th 2016 on State Property Management (Dz.U. of 2018, item 2259, as amended) and the Accounting Act of September 29th 1994 (Dz.U. of 2018, item 395, as amended). The proposed changes to the composition of the Supervisory Board, made in the exercise of the GM’s powers to appoint and remove members of the Supervisory Board, are intended to strengthen the Supervisory Board's oversight of the Company’s activities.

The shareholder also submitted draft resolutions for the purposes of the requested additional items of the AGM agenda, which are attached as an appendix hereto.

Detailed legal basis: Section 19.1.3 of the Minister of Finance’s Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state.

Shareholders request to place items on the agenda AGM June 2018