The Annual General Shareholders Meeting of Grupa LOTOS S.A. on June 30th 2020
Announcing about convening the Annual General Shareholders Meeting of Grupa LOTOS S.A.
Power of proxy form
Voting instruction form for exercising voting rights through a proxy at the General Shareholders Meeting of Grupa LOTOS
Drafts of Resolutions
Grounds for draft resolutions
Answers to shareholder’s questions under Art. 428.6 of the Commercial Companies Code
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 2019.
5.1 Resolution of Management Board concerning approval of the financial statements of Grupa LOTOS S.A. for 2019.
5.2 Resolution of Supervisory Board concerning assessment of the financial statements of Grupa LOTOS S.A. for 2019.
5.3 The financial statements of Grupa LOTOS S.A. for 2019.
6. Review of the consolidated financial statements of the LOTOS Group for 2019.
6.1 Resolution of Management Board concerning approval of the consolidated financial statements of the LOTOS Group for 2019.
6.2 Resolution of Supervisory Board concerning Assessment of the consolidated financial statements of Grupa LOTOS S.A. Capital Group for 2019.
6.3 The consolidated financial statements of the Grupa LOTOS S.A. Capital Group for 2019.
7. Review of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2019.
7.1 Resolution of Management Board concerning approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2019.
7.2 Resolution of Supervisory Board concerning of the Directors’ Report on the operations of Grupa LOTOS S.A. and LOTOS Group in 2019.
7.3 Directors’ Report on the operations
8. Consideration of the Supervisory Board’s report on the activities of the Supervisory Board in 2019, the Supervisory Board’s report on assessment of the separate and consolidated financial statements for 2019, the Directors’ Report on the operations of the Management Board and the LOTOS Group in 2019, and the Management Board’s proposal concerning allocation of profit or coverage of loss.
8.1 Resolution of Supervisory Board concerning adoption of the Report on the Supervisory Board activities in 2019.
8.2 Resolution of Supervisory Board concerning adoption of the Supervisory Board’s report on assessment of the separate and consolidated financial statements for 2019, the Directors’ Report on the operations of the Management Board and the LOTOS Group in 2019, and the Management Board’s proposal concerning allocation of profit or coverage of loss.
9. Consideration of the report of the Grupa LOTOS S.A. Management Board on entertainment expenses, legal expenses, marketing costs, public relations and social communication expenses, and management consultancy fees in 2019.
9.1 Resolution of Management Board concerning approval 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 2019.
9.2. Resolution of Supervisory Board concerning opinion on the 2019 report of the Management Board of Grupa LOTOS S.A. 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 2019.
10.1 Draft of resolution of Annual General Meeting concerning approval of the financial statements of Grupa LOTOS S.A. for 2019.
11. Approval of the consolidated financial statements of the LOTOS Group for 2019.
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 2019.
12. Approval of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2019.
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 2019.
13. Allocation of the Company’s net profit for 2019.
13.1 Resolutions of Management Board concerning allocation of net profit of Grupa LOTOS S.A. for 2019.
13.2. Resolution of Supervisory Board concerning assessment of the Management Board’s proposal on allocation of net profit for 2019.
13.3 Draft of resolution of Annual General Meeting concerning allocation of net profit of Grupa LOTOS S.A. for 2019.
13.4 Justification
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 2019.
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 Jarosław Wittstock
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 Marian Krzemiński.
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 Mrs Zofia Paryła.
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 Patryk Demski.
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 Robert Sobków.
14.7. 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.
14.8 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Jarosław Wittstock, in respect of performance of his duties.
14.9 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Jarosław Kawula, in respect of performance of his duties.
14.10 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Marian Krzemiński, in respect of performance of his duties.
14.11 Draft of resolution of Annual General Meeting concerning granting discharge to Mrs Zofia Paryła, in respect of performance of her duties.
14.12 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Patryk Demski, in respect of performance of his duties.
14.13 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Robert Sobków, in respect of performance of his duties.
14.14 Draft of resolution of Annual General Meeting concerning granting discharge to Mr Mateusz Aleksander Bonca, 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 2019.
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. Adoption of the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa LOTOS S.A.
16.1 Resolution of Management Board concerning a proposed Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa LOTOS S.A.
16.2 Resolution of Supervisory Board concerning assessment of the Management Board’s request to adopt the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa LOTOS S.A.
16.3 Draft of resolution of Annual General Meeting concerning adoption of the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa LOTOS S.A.
16.4 Justification.
17. Granting consent to Grupa LOTOS S.A.’s subscription for shares of Grupa Azoty Polyolefins S.A. of Police.
17.1 Resolution of Management Board concerning subscription for shares in Grupa Azoty Polyolefins S.A. of Police
17.2 Resolution of Supervisory Board concerning issue of an opinion on the Grupa LOTOS S.A. Management Board’s request to the General Meeting for consent to subscription for shares in Grupa Azoty Polyolefins S.A. of Police
17.3 Draft of resolution of Annual General Meeting concerning consent to subscription for shares in Grupa Azoty Polyolefins S.A. of Police
17.4 Justification.
18. Determination of the number of members of the Supervisory Board of the 11th term of office.
18.1 Draft of resolution of Annual General Meeting concerning determination of the number of members of the Supervisory Board of the 11th term of office
19. Appointment of the members of the Supervisory Board of the 11th term of office.
19.1 Draft of resolution of Annual General Meeting concerning appointment of Chair of the Grupa LOTOS S.A. Supervisory Board of the 11th joint term of office
19.2 Draft of resolution of Annual General Meeting concerning appointment of a Member of the Grupa LOTOS S.A. Supervisory Board of the 11th joint term of office
20. Closing of the Meeting
statement of a candidate – consent
statement of a candidate – independence
With reference to the appointment to the Supervisory Board of Grupa LOTOS S.A. on the 11th term of office, we would like to invite the candidate for the members of Supervisory Board to send their candidacies earlier. Application forms with the declaration enclosed below, ought to be send on the following address:
Grupa LOTOS S.A.
Biuro Zarządu
ul. Elbląska 135
80-718 Gdańsk
e-mail: wz@grupalotos.pl
