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2022

The Extraordinary General Meeting of Grupa LOTOS S.A. on July 20 th 2022

Extraordinary General Meeting of Grupa LOTOS S.A.
convened for July 20th 2022

Information for Grupa LOTOS S.A. Shareholders / Shareholder Proxies regarding the rules of conduct on the premises and in the buildings of Grupa LOTOS S.A. in connection with the Extraordinary General Meeting convened for July 20th 2022 – during the state of the epidemic threat in Poland.

Notice of the Extraordinary General Meeting of Grupa LOTOS S.A.

Power of proxy form.

Proxy voting form.

Draft resolutions.

Rationale for resolutions.

Information on the total number of shares.

Documents pertaining to matters included in the agenda of the Extraordinary General Meeting:

1.         Opening of the Meeting.

2.         Appointment of the Chairperson of the Meeting.

2.1      Draft resolution of the Extraordinary General Meeting of Grupa LOTOS S.A concerning appointment of Chairperson of the Extraordinary General Meeting

3.         Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.

4.         Adoption of the agenda.

4.1        Draft resolution of the Extraodinary General Meeting to approve the agenda for the Meeting.

5.       Consideration and voting on a resolution concerning merger between Polski Koncern Naftowy ORLEN Spółka Akcyjna registered office in Płock („PKN ORLEN”), and the Grupa LOTOS Spółka Akcyjna registered office in Gdańsk („the Company”), the increase of the share capital of PKN ORLEN and the approval of the proposed amendments to PKN ORLEN Statutes.

Resolution of the Supervisory Board concerning expressing an opinion on matters submitted for consideration to the General Meeting of Grupa LOTOS Spółka Akcyjna („the Company”) convented for July 20th 2022.

5.1      Documents concerning merger between PKN Orlen S.A. and Grupa LOTOS S.A.

5.2     Draft resolution of the Extraordinary Generl Meeting concering merger between Polski Koncern Naftowy ORLEN Spółka Akcyjna, registered office in Płock („PKN Orlen”), and the Comapny, the increase of the share capital of PKN ORLEN and the approval of the proposed amendments to PKN ORLEN Statutes.

6.      Closing of the Meeting.

Annual General Meeting of Grupa LOTOS S.A. convened for June 17th 2022

Annual General Meeting of Grupa LOTOS S.A.
convened for June 17th 2022

Grupa LOTOS S.A. announces that on June 14th 2022 it received from the shareholder Nationale-Nederlanden Otwarty Fundusz Emerytalny of Warsaw, represented by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne of Warsaw, acting pursuant to Art. 401.4. of the Commercial Companies Code, draft resolution concerning item 13 of the agenda of the Annual General Meeting of the Company convened for June 17th 2022 

The General Meeting will be recorded and broadcast in real time on the Internet. The broadcast will be available at: ucstream.pl/grupalotos/en.php

Information for Grupa LOTOS S.A. Shareholders / Shareholder Proxies regarding the rules of conduct on the premises and in the buildings of Grupa LOTOS S.A. in connection with the Annual General Meeting convened for June 17th 2022 – during the state of the epidemic threat in Poland.

Notice of the Annual General Meeting of Grupa LOTOS S.A.
Power of proxy form.
Proxy voting form.
Draft resolutions.
Rationale for resolutions.

Information on the total number of shares.

Documents pertaining to matters included in the agenda of the Annual General Meeting:

1.         Opening of the Meeting.

2.         Appointment of the Chairperson of the Meeting.

2.1      Draft resolution of the Annual General Meeting of Grupa LOTOS S.A concerning appointment of Chairperson of the Annual General Meeting

3.         Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.

4.         Adoption of the agenda.

4.1        Draft resolution of the Annual General Meeting to approve the agenda for the Meeting.

5.         Consideration of the financial statements of Grupa LOTOS S.A. for 2021.

5.1      Resolution of the Management Board concerning authorisation of the financial statements of Grupa LOTOS S.A. for 2021.

5.2      Resolution of the Supervisory Board concerning assessment of the financial statements of Grupa LOTOS S.A. for 2021.

5.3      Separate full-year report of Grupa LOTOS S.A. – hyperlink

6.         Consideration of the consolidated financial statements of the LOTOS Group for 2021.

6.1      Resolution of the Management Board concerning authorisation of the consolidated financial statements of the LOTOS Group for 2021.

6.2      Resolution of the Supervisory Board concerning assessment of the consolidated financial statements of the LOTOS Group for 2021.

6.3      Consolidated full-year report of the LOTOS Group – hyperlink

7.         Consideration of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021.

7.1      Resolution of the Management Board concerning authorisation of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021.

7.2  Resolution of the Supervisory Board concerning assessment of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021.

7.3  Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021 – hyperlink

8.      Review of the Supervisory Board’s report on its activities in 2020, the Supervisory Board’s report on the assessment of the consolidated and separate financial statements for 2021, the Management Board’s report on its activities, the Directors’ Report on the operations of the LOTOS Group in 2021, and the Management Board’s motion concerning distribution of profit.

8.1      Resolution of the Supervisory Board concerning adoption of the report on the activities of the Supervisory Board in 2021.

8.2      Resolution of the Supervisory Board concerning adoption of the Supervisory Board‘s report on the results of assessment of the financial statements of Grupa LOTOS S.A. for 2021, the consolidated financial statements of the LOTOS Group for 2021, the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021, and the Management Board’s motion concerning distribution of profit.

9.      Consideration of the report of the Management Board of Grupa LOTOS S.A. on entertainment expenses, legal expenses, marketing costs, public relations and social communication expenses, and management consultancy fees in 2021.

9.1      Resolution of the Management Board concerning authorisation of the Grupa LOTOS S.A. 2021 report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees.

9.2      Resolution of the Supervisory Board concerning opinion on the Grupa LOTOS 2021 report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees.

10.      Receipt of the financial statements of Grupa LOTOS S.A. for 2021.

10.1    Draft resolution of the Annual General Meeting concerning receipt of the financial statements of Grupa LOTOS S.A. for 2021.

11.      Receipt of the consolidated financial statements of the LOTOS Group for 2021.

11.1    Draft resolution of the Annual General Meeting concerning receipt of the consolidated financial statements of the LOTOS Group for 2021.

12.      Receipt of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021.

12.1     Draft resolution of the Annual General Meeting concerning receipt of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2021.

13.      Allocation of the Company’s net profit for 2021.

13.1    Resolution of the Management Board concerning allocation of net profit of Grupa LOTOS S.A. for 2021.

13.2    Resolution of the Supervisory Board concerning assessment of the Management Board’s proposal on allocation of net profit for 2021.

13.3    Draft resolution of the Annual General Meeting concerning allocation of net profit of Grupa LOTOS S.A. for 2021.

13.4    Grounds

14.      Granting discharge from liability to members of the Company’s Management Board for the period January 1st – December 31st 2021.

14.1     Resolution of the Supervisory Board concerning opinion for the Annual General Meeting of Grupa LOTOS S.A. regarding grant of discharge from liability to Zofia Maria Paryła.

14.2     Resolution of the Supervisory Board concerning opinion for the Annual General Meeting of Grupa LOTOS S.A. regarding grant of discharge from liability to Jarosław Adam Wittstock.

14.3     Resolution of the Supervisory Board concerning opinion for the Annual General Meeting of Grupa LOTOS S.A. regarding grant of discharge from liability to Piotr Aleksander Walczak.

14.4     Resolution of the Supervisory Board concerning opinion for the Annual General Meeting of Grupa LOTOS S.A. regarding grant of discharge from liability to Krzysztof Marian Nowicki.

14.5     Resolution of the Supervisory Board concerning opinion for the Annual General Meeting of Grupa LOTOS S.A. regarding grant of discharge from liability to Jarosław Piotr Wróbel.

14.6     Resolution of the Supervisory Board concerning opinion for the Annual General Meeting of Grupa LOTOS S.A. regarding grant of discharge from liability to Marian Roman Krzemiński.

14.7     Resolution of the Supervisory Board concerning opinion for the Annual General Meeting of Grupa LOTOS S.A. regarding grant of discharge from liability to Artur Cieślik.

14.1    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Zofia Maria Paryła.

14.2    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Jarosław Adam Wittstock.

14.3    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Piotr Aleksander Walczak.

14.4    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Krzysztof Marian Nowicki.

14.5    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Jarosław Piotr Wróbel.

14.6    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Marian Roman Krzemiński.

14.7    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Artur Cieślik.

15.      Granting discharge from liability to members of the Company’s Supervisory Board for the period January 1st – December 31st 2021.

15.1    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Beata Kozłowska-Chyła.

15.2    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Piotr Ciach.

15.3    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Katarzyna Lewandowska.

15.4    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Dariusz Figura.

15.5    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Grzegorz Rybicki.

15.6    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Katarzyna Maćkowska.

15.7    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Rafał Włodarski.

15.8    Draft resolution of the Annual General Meeting concerning grant of discharge from liability to Adam Lewandowski.

16.      Consideration and voting on a resolution concerning opinion on the Report on Remuneration of Members of Grupa LOTOS S.A. Management Board and Supervisory Board for 2021.

16.1    Resolution of the Supervisory Board concerning adoption of the Report on Remuneration of Members of the Management Board and Supervisory Board for 2021.

16.2    Independent auditor's report on the performance of the assurance engagement on the assessment of the remuneration report.

16.3    Draft resolution of the Annual General Meeting concerning opinion on the Report on Remuneration of Members of Grupa LOTOS S.A. Management Board and Supervisory Board for 2021.

17.      Closing of the Meeting.