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Draft resolutions of the Extraordinary General Meeting of Grupa LOTOS SA scheduled for 23 August 2005
Report no. 96/20052005-08-23

DRAFT RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING of Grupa LOTOS SA scheduled for 23 August 2005 RESOLUTION No. .......... of THE EXTRAORDINARY GENERAL MEETING OF Grupa LOTOS SA, dated 23 August 2005, regarding: election of the Chairman of the Extraordinary General Meeting of Shareholders. Acting pursuant to Article 409 §1 of the Commercial Companies Code and §5 section 1-5 of the Regulations of the General Meetings of Grupa LOTOS SA, the Extraordinary General Meeting elects the Chairman of the Meeting. § 1 Duties of the Chairman of the Extraordinary General Meeting are assigned to Mr / Ms .................................................. § 2 The Resolution was adopted in secret voting. RESOLUTION No. .......... of THE EXTRAORDINARY GENERAL MEETING OF Grupa LOTOS SA, dated 23 August 2005, regarding: changes in the Articles of Association Acting pursuant to Article 430 §1 of the Commercial Companies Code and §9 item 10 of the Company's Articles of Association, the Extraordinary General Meeting resolves as follows: § 1 The following changes are introduced to the Company's Articles of Association: 1) in §3 section 1 of the Articles of Association, item 80 is added in the following reading: "80) Other wholesale (PKD 51.90.Z)" 2) the content of §12 section 2 of the Articles of Association is deleted and the new content is added in the following reading: „2. The manner of convening meetings of the Supervisory Board is stipulated in the Regulations of the Supervisory Board." 3) in §12 section 4 of the Articles of Association, after the words "With reservation to the content of" the words "§9" are deleted and the words "§14" are entered in their place. 4) the content of §13 section 1 of the Articles of Association is deleted and the new content is added in the following reading: „1. The Supervisory Board adopts the regulations which define its organisation, manner of convening its meetings, and the manner of performing its duties". 5) in §16 section 6 of the Articles of Association: - in item 1, after the words "on the Company's operations", the words "and the report on the operations of the Company's Management Board" are entered, - in item 2, after the words "financial statement", the words "of the Company" are deleted and the words "of the capital group" are entered §2 Acting pursuant to Article 430 §5, the General Meeting authorises the Supervisory Board of Grupa LOTOS SA to prepare a consolidated text of the Articles of Association incorporating the amendments adopted in this Resolution. §3 The Resolution becomes effective as of the day of its adoption. RESOLUTION No. .......... of THE EXTRAORDINARY GENERAL MEETING OF Grupa LOTOS SA, dated 23 August 2005, regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Companies Code and §9 item 4 and of §11 section 2 the Company's Articles of Association, the Extraordinary General Meeting of Shareholders of Grupa LOTOS SA resolves as follows: §1 Mr/Ms ........................................... is dismissed from the Supervisory Board of Grupa LOTOS SA. §2 The Resolution becomes effective as of the day of its adoption. RESOLUTION No. .......... of THE EXTRAORDINARY GENERAL MEETING OF Grupa LOTOS SA, dated 23 August 2005, regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Companies Code and §9 item 4 and §11 section 2 of the Company's Articles of Association, the Extraordinary General Meeting of Shareholders of Grupa LOTOS SA resolves as follows: §1 Mr/Ms ........................................... is appointed to the Supervisory Board of Grupa LOTOS SA for the period of the first joint term of the office. §2 The Resolution becomes effective as of the day of its adoption. RESOLUTION No. .......... of THE EXTRAORDINARY GENERAL MEETING OF Grupa LOTOS SA, dated 23 August 2005, regarding: Approval of the Management Board's statement on observing the corporate governance at the Company. The Extraordinary General Meeting of Grupa LOTOS SA resolves as follows: §1 General Meeting of Grupa LOTOS SA, in consideration of the positive opinion of the Supervisory Board expressed in Resolution 174/V/2005 dated 9 August 2005, approves the content of the Management Board's statement on observing by the Company the principles of the corporate governance, as submitted on 6 June 2005, which constitute appendix 1 to the Resolution 79/V/2005 of the Management Board of Grupa LOTOS SA. §2 The Resolution becomes effective as of the day of its adoption.