The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 28^th 2019

Grupa LOTOS SA informs that on June 26, 2019, the Company received the application of the shareholder of the Company - the Treasury of State - drawn up on the basis of art. 401 §4 of the Commercial Companies Code - regarding the submission of draft resolutions regarding matters included in the agenda of the Ordinary General Meeting of the Company's Shareholders  convened for June 28, 2019 n matters covered by item 16 of the agenda:

16. agreeing to increase of the share capital in Lotos Upstream sp. z o.o.

The shareholder’s proposal (with the rationale).

Draft resolutions.

 

Grupa LOTOS S.A. announces that on June 25th 2019 it received a proposal from the State Treasury, a shareholder of the Company, made pursuant to Art. 401.4 of the Commercial Companies Code, of draft resolutions on matters included in the agenda of the Company’s Annual General Meeting convened for June 28th 2019, concerning the following items:

 

14. Grant of discharge to members of the Company’s Management Board in respect of their duties in the period from January 1st to December 31st 2018

 

15. Grant of discharge to members of the Company’s Supervisory Board in respect of their duties in the period from January 1st to December 31st 2018

 

 The shareholder’s proposal.

Ddraft resolutions (with the rationale) on the matters placed on the AGM agenda. hereto.

In response to request for information contained in a shareholder’s letter of June 19th 2019, the Company publishes, attached hereto, the answers provided under Art. 428.6 of the Commercial Companies Code.

Answers to shaleholders

Grupa LOTOS SA ("Company") informs about receiving on June 7, 2019 the motion of a shareholder - the State Treasury acting on behalf of which the Prime Minister of the Republic of Poland acts, representing at least one twentieth of the Company's share capital, to include in the agenda of the Annual General Meeting additional points as follows:

1. Adoption of a resolution regarding the amendment of Resolution No. 2 of the Extraordinary General Meeting of Grupa LOTOS SA of 22 December 2016 on the principles of shaping the remuneration of Management Board members

2. Adopting a resolution regarding the amendment of resolution No. 3 of the Extraordinary General Meeting of Grupa LOTOS SA of 22 December 2016 on the principles of shaping the remuneration of Members of the Supervisory Board

3. Adoption of a resolution regarding amendments to the Articles of Association of Grupa LOTOS SA

4. Adoption of a resolution regarding the authorization of the Supervisory Board to establish the consolidated text of the amended Articles of Association.

In connection with the above, the Company announces a new agenda of the AGM, which, taking into account the above shareholder's motion (items 17-20 of the following order).

Request of the shareholder representing at least one-twentieth of the share capital to include specific matters on the agenda of the Annual General Meeting.

Announcing about convening the Annual General Shareholders Meeting of Grupa LOTOS S.A.

Change Announcing about covening the Annual General Shaleholders Meeting of Grupa LOTOS S.A.

Drafts of Resolutions

Changed drafts of resolutions

Grounds for draft resolutions

Power of proxy form

Voting instruction form for exercising voting rights through a proxy at the General Shareholders Meeting of Grupa LOTOS

 

Report on the recruitment procedure for the position of Vice President for Corporate Affairs on the Grupa LOTOS S.A. Management Board of the 10th joint term of office, carried out between August 31st and September 10th 2018

Materials concerning points included on the agenda Annual General Shareholders Meeting

 

1. Opening of the Meeting.

2. Appointment of the Chairperson of the Meeting.

2.1 Draft of resolution of Annual General Meeting concerning election of the Chairperson of the Annual General Meeting.

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

4. Approval of the agenda

4.1 Draft of resolution of Annual General Meeting concerning approval of the agenda.

5. Review of the financial statements of Grupa LOTOS S.A. for 2018.

5.1 Resolution of Management Board concerning approval of the financial statements of Grupa LOTOS S.A. for 2018.

5.2 Resolution of Supervisory Board concerning assessment of the financial statements of Grupa LOTOS S.A. for 2018.

5.3 The financial statements of Grupa LOTOS S.A. for 2018.

6. Review of the consolidated financial statements of the LOTOS Group for 2018.

6.1 Resolution of Management Board concerning approval of the consolidated financial statements of the LOTOS Group for 2018.

6.2 Resolution of Supervisory Board concerning Assessment of the consolidated financial statements of Grupa LOTOS S.A. Capital Group for 2018.

6.3 The consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2018.

7. Review of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2018.

7.1 Resolution of Management Board concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2018.

7.2 Resolution of Supervisory Board concerning of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2018.

7.3 Directors’ Report on the operations

8. Consideration of the Supervisory Board’s report on the activities of the Supervisory Board in 2018, the Supervisory Board’s report on the assessment of the financial statements for 2018, the Directors’ Report on the operations of the Management Board and the LOTOS Group in 2018, and the Management Board’s motion concerning distribution of profit or set-off of loss.

8.1 Resolution of Supervisory Board concerning adoption of the Report on the Supervisory Board activities in 2018.

8.2 Resolution of Supervisory Board concerning adoption of the Supervisory Board’s report on the results of assessment of the Management Board Reports for the year ended December 31st, 2018.

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 2018.

9.1 Grupa LOTOS S.A. 2018 report on entertainment expenses, legal costs, marketing costs, public relations and social communication expenses, and management consultancy fees.

10. Approval of the financial statements of Grupa LOTOS S.A. for 2018.

10.1 Draft of resolution of Annual General Meeting concerning approval of the financial statements of Grupa LOTOS S.A. for 2018.

11. Approval of the consolidated financial statements of the LOTOS Group for 2018.

11.1 Draft of resolution of Annual General Meeting concerning approval of the consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2018.

12. Approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2018.

12.1 Draft of resolution of Annual General Meeting concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2018.

13. Allocation of the Company’s net profit for 2018.

13.1 Resolutions of Management Board concerning allocation of net profit of Grupa LOTOS S.A. for 2018.

13.2 Justification.

13.3 Resolution of Supervisory Board concerning assessment of the Management Board’s proposal on allocation of net profit for 2018.

13.4 Draft of resolution of Annual General Meeting concerning allocation of net profit of Grupa LOTOS S.A. for 2018.

14. 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 2018.

14.1 Resolution of Supervisory Board concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Mateusz Aleksander Bonca.

14.2 Resolution of Supervisory Board concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Jarosław Kawula.

14.3 Resolution of Supervisory Board concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Patryk Demski.

14.4. Resolution of Supervisory Board concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Robert Sobków.

14.5 Resolution of Supervisory Board concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Jarosław Wittstock.

14.6 Resolution of Supervisory Board concerning positive opinion for the Annual General Meeting of Grupa LOTOS S.A. to grant discharge in respect of performance of duties by Mr Marcin Jastrzębski.

14.7 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Mateusz Aleksander Bonca, in respect of performance of his duties.

14.8 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Jarosław Kawula, , in respect of performance of his duties.

14.9 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Patryk Demski, in respect of performance of his duties.

14.10 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Robert Sobków, in respect of performance of his duties.

14.11 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Jarosław Wittstock, in respect of performance of his duties.

14.12 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Marcin Jastrzębski, in respect of performance of his duties.

15.   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 2018.

15.1 Draft of resolution of Annual General Meeting concerning granting discharge to Beata Kozłowska-Chyła in respect of performance of her duties

15.2 Draft of resolution of Annual General Meeting concerning granting discharge to Piotr Ciach in respect of performance of his duties.

15.3 Draft of resolution of Annual General Meeting concerning granting discharge to Katarzyna Lewandowska in respect of performance of her duties.

15.4 Draft of resolution of Annual General Meeting concerning granting discharge to Dariusz Figura in respect of performance of his duties.

15.5 Draft of resolution of Annual General Meeting concerning granting discharge to Mariusz Golecki in respect of performance of his duties.

15.6 Draft of resolution of Annual General Meeting concerning granting discharge to Adam Lewandowski in respect of performance of his duties.

15.7 Draft of resolution of Annual General Meeting concerning granting discharge to Agnieszka-Szklarczyk-Mierzwa in respect of performance of her duties.

15.8 Draft of resolution of Annual General Meeting concerning granting discharge to Grzegorz Rybicki in respect of performance of her duties.

16. Granting consent to the share capital increase at LOTOS Upstream Sp. z o.o.

16.1 Resolution of Management Board concerning share capital increase at LOTOS Upstream Sp. z o.o.

16.2 Justification.

16.3 Resolution of Supervisory Board concerning opinion on the request to the General Meeting of Grupa LOTOS S.A. for consent to subscription and payment for shares in the increased share capital of LOTOS Upstream sp. z.o.o.

16.4 Draft of resolution of Annual General Meeting.

16.5 Resolution of Management Board concerning share capital increase at LOTOS Upstream Sp. z o.o.

16.6 Justification.

16.7 Resolution of Supervisory Board concerning opinion on the request to the General Meeting of Grupa LOTOS S.A. for consent to subscription and payment for shares in the increased share capital of LOTOS Upstream sp. z.o.o.

16.8 Draft of resolution of Annual General Meeting.

17. Consideration and voting on a resolution to amend Resolution No. 2 of the Extraordinary General Meeting of the Company dated December 22nd 2016 on the rules of remuneration for members of the Management Board.

17.1 Draft of resolution.

18. Consideration and voting on a resolution to amend Resolution No. 3 of the Extraordinary General Meeting of the Company dated December 22nd 2016 on the rules of remuneration for members of the Supervisory Board.

18.1 Draft of resolution.

19. Consideration and voting on a resolution to amend the Articles of Association of Grupa LOTOS S.A.

19.1 Draft of resolution

20. Consideration and voting on a resolution to authorise the Supervisory Board to prepare the consolidated text of the amended Articles of Association of the Company.

20.1 Draft of resolution

17.   Closing of the Meeting.