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The content of resolutions adopted by EGM of Grupa LOTOS SA on 23 August 2005
Report no. 96/20052005-08-24

The Management Board of Grupa LOTOS SA informs about the resolutions adopted by EGM of Grupa LOTOS SA on 23 August 2005: RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: appointment of the Chairman of the Extraordinary General Meeting of Shareholders. Acting pursuant to Article 409 §1 of the Commercial Partnerships’ Code and §5 section 1-5 of the Regulations of the General Meetings of Grupa LOTOS SA, the Extraordinary General Meeting shall appoint the Chairman of the Meeting: § 1 Duties of the Chairman of the Extraordinary General Meeting are entrusted to Mr Paweł Adamek – proxy of Nafta Polska SA - Shareholder. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the Articles of Association Acting pursuant to Article 430 §1 of the Commercial Partnerships’ 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 Company's Articles of Association, item 80 is added with the following content: “80) Other wholesale (PKD 51.90.Z)”, 2) in §12 section 2 of the Company's Articles of Association, at the end of the sentence a period is replaced with a comma and the following words are added: “with reservation to section 1.”, 3) in §12 section 4 of the Company's 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) in §16 section 6 of the Company's 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 deleted, • 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 changes adopted in this resolution. § 3 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §11 section 2 of the Company's Articles of Association, the Extraordinary General Meeting of Shareholders of Grupa LOTOS SA resolves as follows: § 1 Ms Katarzyna Dawidczyk is dismissed from the Supervisory Board of Grupa LOTOS SA.. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Jerzy Węsierski is dismissed from the Supervisory Board of Grupa LOTOS SA. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Tadeusz Zieliński is dismissed from the Supervisory Board of Grupa LOTOS SA. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Cezary Nowosad is dismissed from the Supervisory Board of Grupa LOTOS SA. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Janusz Rachoń is dismissed from the Supervisory Board of Grupa LOTOS SA. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Grzegorz Urban is dismissed from the Supervisory Board of Grupa LOTOS SA. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §11 section 2 of the Company's Articles of Association, the Extraordinary General Meeting of Shareholders of Grupa LOTOS SA resolves as follows: § 1 Ms Beata Zawadzka is dismissed from the Supervisory Board of Grupa LOTOS SA. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §11 section 2 of the Company's Articles of Association, the Extraordinary General Meeting of Grupa LOTOS SA resolves as follows: § 1 Mr Krzysztof Wrzesień is dismissed from the Supervisory Board of Grupa LOTOS SA. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §11 section 2 and 4 of the Company's Articles of Association, the Extraordinary General Meeting of Shareholders of Grupa LOTOS SA resolves as follows: § 1 Mr Cezary Nowosad is appointed as the Chairman of the Supervisory Board of Grupa LOTOS SA for the joint term of office. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Grzegorz Urban is appointed as a member of the Supervisory Board of Grupa LOTOS SA for the joint term of office. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Jacek Mościcki is appointed as the member of the Supervisory Board of Grupa LOTOS SA for the joint term of office. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §11 section 2 of the Company's Articles of Association, the Extraordinary General Meeting of Shareholders of Grupa LOTOS SA resolves as follows: § 1 Ms Anna Andrzejczak is appointed as the member of the Supervisory Board of Grupa LOTOS SA for the joint term of office. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §11 section 2 of the Company's Articles of Association, the Extraordinary General Meeting of Shareholders of Grupa LOTOS SA resolves as follows: § 1 Ms Katarzyna Dawidczyk is appointed as the member of the Supervisory Board of Grupa LOTOS SA for the joint term of office.. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Robert Karwowski is appointed as a member of the Supervisory Board of Grupa LOTOS SA for the joint term of the office. § 2 The Resolution becomes effective as of the day of adoption thereof. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Janusz Rachoń is appointed as the member of the Supervisory Board of Grupa LOTOS SA for the joint term of office. § 2 The Resolution becomes effective as of the day of adoption thereof.. RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: changes in the composition of the Supervisory Board Acting pursuant to Article 385 §1 of the Commercial Partnerships’ Code and §9 item 4 and of §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 Piotra Krupa is appointed as the member of the Supervisory Board of Grupa LOTOS SA for the joint term of office. § 2 The Resolution becomes effective as of the day of adoption thereof. . RESOLUTION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of Grupa LOTOS S.A. of 23 August 2005 regarding: Approval of the Management Board's statement on observance of the corporate governance in 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 the Resolution no. 174/V/2005 dated 9 August 2005, approves the content of the Management Board's statement on observance of the principles of the corporate governance in the Company, submitted on 6 June 2005, including the amendment included in the Resolution no. 126/V/2005 dated 22 August 2005 that constitutes appendix to the Resolution no. 126/V/2005 of the Management Board of LOTOS S.A. § 2 General Meeting recommends that the Company’s Management Board should develop and submit to the General Meeting the changes in the Company’s Articles of Association and the General Meetings Regulations aimed at ensuring conformity of the Articles of Association provisions with the principles of corporate governance adopted by the Management Board and the Supervisory Board of Warsaw Stock Exchange. § 3 General Meeting recommends that the Company’s Supervisory Board should adjust the Supervisory Board’s Regulations to the principles of corporate governance adopted by the Management Board and the Supervisory Board of Warsaw Stock Exchange in the scope resulting from the Supervisory Board’s competencies and in accordance with the Company’s Articles of Association. § 4 The Resolution becomes effective as of the day of adoption thereof.