Pursuant to Art. 399.1 of the Commercial Companies Code and Par. 8.1, Par. 8.2, Par. 8.5 and Par. 8.7 of the Company’s Articles of Association, the Management Board of Grupa LOTOS S.A. of Gdańsk hereby convenes an Extraordinary General Shareholders Meeting of Grupa LOTOS S.A. to be held at 9 a.m. on February 11th 2010 at the Company’s registered office at ul. Elbląska 135 in Gdańsk, Poland.
1) Opening of the Meeting.
2) Election of the Chairperson.
3) Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
4) Adoption of the Agenda.
5) Changes in the Supervisory Board at Grupa LOTOS S.A.
6) Closing of the Meeting.
Shareholder’s Right to Request that Certain Items be Placed on the GM Agenda
A shareholder or shareholders representing at least 1/20 of the Company’s share capital may request that certain items be placed on the agenda of a General Shareholders Meeting. Any such request should be sent to the Company’s Management Board no later than 21 days prior to the scheduled day of the Meeting, i.e. by November 26th 2009. The request should be in the Polish language and should be sent to the Company in writing, or in the electronic form to the following e-mail address: email@example.com. The request should contain grounds or draft resolutions concerning the proposed agenda item.
The request should be sent along with the attached copies of documents confirming the shareholder’s or proxy’s entitlement to participate in the Meeting.
Shareholder’s Right to Propose Draft Resolutions Concerning Items which Have Been or Are to be Placed on the Agenda Prior to GM
A shareholder or shareholders representing at least 1/20 of the Company’s share capital may, before a General Shareholders Meeting, send in writing to the Company’s registered office, or in the electronic form to the e-mail address: firstname.lastname@example.org, draft resolutions concerning items which have been or are to be placed on the GM agenda. Any such draft resolutions should be written in Polish and submitted in the form of a PDF file or in another format which can be read by MS Word. The Company will immediately publish such draft resolutions on its website. The request should be sent along with the attached copies of documents confirming the shareholder’s or proxy’s entitlement to participate in the Meeting.
Shareholder’s Right to Propose Draft Resolutions Concerning Agenda items During GM
During a Company’s General Shareholders Meeting, each shareholder may submit draft resolutions concerning the agenda items. Any such draft resolutions should be in the Polish language.
Exercise of Voting Rights through a Proxy
A shareholder who is a natural person may participate in a General Shareholders Meeting and exercise voting rights in person or through a proxy. A shareholder who is not a natural person may participate in a General Shareholders Meeting and exercise voting rights either through a person authorised to make declarations of will on its behalf or through a proxy.
A power of proxy should be granted either in writing and attached to the minutes of the General Shareholders Meeting, or in electronic form, under pain of nullity.
A power of proxy in electronic form does not require a secure electronic signature verified with a valid qualified certificate.
The form of power of proxy attached at the end of this notice, along with another form which may be useful when voting through a proxy (proxy form), is available on the Company’s website.
A shareholder should notify the Company of granting a power of proxy in electronic form by sending an e-mail to the following e-mail address: email@example.com; in doing so, the shareholder should take all due care to facilitate the validation of the power of proxy. Information on the granting of power of proxy should contain details of the proxy and of the appointing shareholder (including first name, surname, Personal Identification Number (PESEL), if applicable, registered address and address of residence, telephone number and e-mail, and – in the case of legal persons and other organisations – address of the registered office, number in the relevant register and name of the registrar). The information on granting power of proxy should also provide details on the scope of the power, i.e. the number of shares in respect of which voting rights will be exercised and the name of the company and the General Shareholders Meeting on which such rights will be exercised.
A power of proxy in the electronic form should be prepared as a separate document and signed by a shareholder or a person/persons authorised to represent such a shareholder; the scanned version of the power of proxy should be sent as an attachment in the PDF format to the following e-mail address: firstname.lastname@example.org.
Along with the power of proxy in the electronic form, it is obligatory to send copies of documents confirming the shareholder’s entitlement to participate in the General Shareholders Meeting, as well as documents confirming the right of the person who signed the power of proxy to represent the shareholder who is not a natural person (an up-to-date official copy of the entry in the relevant register).
The Company will take appropriate steps in order to identify the shareholder and the proxy for the purpose of ascertaining the validity of the power of proxy granted in electronic form. In particular, the validation procedure may involve enquiring the shareholder or the proxy by a reply e-mail or by phone whether the power of proxy has indeed been granted and whether its scope is as declared. The Company reserves that any failure to respond to the questions asked as part of the validation process will be construed as lack of possibility to validate the power of proxy, and therefore will constitute the basis for denying the proxy the right to participate in the Meeting. On arrival at the Meeting and prior to signing the attendance list, the proxy should present the original of the identity document specified in the power of proxy in order to confirm his or her identity.
The right to represent a shareholder who is not a natural person should be documented by an official copy of the entry in the relevant register or, if applicable, by a series of powers of proxy, in each case to be presented during the drawing up of the attendance list. The name(s) of the person(s) granting a power of proxy on behalf of a shareholder who is not a natural person should be shown in the up-to-date official copy of the entry in the relevant register or in other documents. While in the Meeting, shareholders and proxies should carry valid identity documents.
Members of the Company’s Management Board and Company employees may act as proxies of shareholders at the General Shareholders Meeting.
If a proxy is a member of the Company’s Management Board or Supervisory Board, the Company’s liquidator or a Company employee, or a member of a governing body or an employee of a Company’s subsidiary, the power of proxy may authorise its holder to represent the shareholder at one General Shareholders Meeting only. The proxy is obliged to disclose to the shareholder any circumstances leading to any actual or potential conflict of interests. The proxy should vote in accordance with the voting instructions issued by the appointing shareholder. The proxy may not grant further powers of proxy.
Use of Electronic Communication
The Company’s Articles of Association and the Rules of Procedure for General Shareholders Meetings do not provide for the possibility to:
a) participate in General Shareholders Meetings by means of electronic communication,
b) take the floor during General Shareholders Meetings by means of electronic communication,
c) exercise voting rights by correspondence or by means of electronic communication.
Registration for Participation in the General Shareholders Meeting
In order to participate in the General Shareholders Meeting, the shareholders need to register 16 days prior to the Meeting, that it on December 1st 2009 (“Registration Date”).
Entitlement to Participate in the General Shareholders Meeting
Only persons who are the Company’s shareholders on the Registration Date are entitled to participate in the General Shareholders Meeting.
Holders of rights under registered shares or provisional certificates (świadectwa tymczasowe) as well as pledgees and usufructuaries holding voting rights are entitled to participate in the General Shareholders Meeting provided that they are entered in the Share Register on the Registration Date.
At the request of a holder of rights under the Company bearer shares in book-entry form, made no earlier than after the date of the notice of the General Shareholders Meeting (i.e. November 20th 2009), and no later than on the first day following the Registration Date (i.e. December 2nd 2009), the entity keeping the securities account shall issue a certificate to such holder’s name confirming his/her/its entitlement to participate in the General Shareholders Meeting.
A list of shareholders entitled to participate in the General Shareholders Meeting will be displayed at the Company’s registered office three weekdays prior to the General Shareholders Meeting.
A Company’s shareholder may request of the Company to be sent by e-mail, free of charge, the list of shareholders entitled to participate in the General Shareholders Meeting; the shareholder should provide the Company with the e-mail address to which the list should be sent.
Magnetic cards shall be used for voting at the General Shareholders Meeting. Persons entitled to participate in the General Shareholders Meeting are requested to register and collect the magnetic cards in front of the room where the Meeting is to be held half an hour before the Meeting commences.
Access to Documents
In compliance with Art. 4023.1 of the Commercial Companies Code, all the documentation which is to be presented at the General Shareholders Meeting, along with the draft resolutions, will be available on the Company’s website as of the date of this notice convening the General Shareholders Meeting.
The Management Board’s or Supervisory Board’s comments concerning the items which have been or will be placed on the agenda before the commencement of the General Shareholders Meeting, will be posted on the Company’s website as soon as they are available.
For further information on the General Shareholders Meeting, see the Company’s website at: www.lotos.pl
The legal basis for the publication of this Current Report is Par. 38.1.1 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, dated February 19th 2009.