2021
Extraordinary General Meeting of Grupa LOTOS S.A.
convened for October 14th 2021
The General Meeting will be recorded and broadcast in real time on the Internet. The broadcast will be available at: ucstream.pl/grupalotos/
Notice of the Extraordinary General Meeting of Grupa LOTOS S.A.
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.
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 Extraordinary General Meeting to approve the agenda for the Meeting.
5. Adoption of resolution to approve disposal of organised part of Grupa LOTOS S.A. business to LOTOS Asfalt sp. z o.o. by way of non-cash contribution and subscription in exchange for all new shares in increased share capital of LOTOS Asfalt Sp. z o.o.
6. Adoption of resolution to approve acquisition by Grupa LOTOS S.A. of 19,999 shares in LOTOS Biopaliwa sp. z o.o., representing 99.95% of share capital of LOTOS Biopaliwa Sp. z o.o.
7. Adoption of resolution to approve disposal by Grupa LOTOS S.A. of 100% of shares in LOTOS Biopaliwa sp. z o.o.
8. Adoption of resolution to approve disposal by Grupa LOTOS S.A. of 100% of shares in LOTOS Terminale S.A.
9. Adoption of resolution to approve disposal by Grupa LOTOS S.A. of 100% of shares in LOTOS Paliwa sp. z o.o. and companies which will acquire part of assets of LOTOS Paliwa sp. z o.o. as a result of demerger of LOTOS Paliwa sp. z o.o.
10. Adoption of resolution to approve disposal by Grupa LOTOS S.A. of 30% of shares in LOTOS Asfalt Sp. z o.o.
11. Adoption of resolution to approve disposal by Grupa LOTOS S.A. of 100% of shares in the company which will acquire part of LOTOS Asfalt Sp. z o.o.'s assets as a result of demerger of LOTOS Asfalt Sp. z o.o.
12. Closing of the Meeting.
Annual General Meeting of Grupa LOTOS S.A.
convened for June 30th 2021
Grupa LOTOS S.A. (the “Company”) announces that on June 28th 2021 it received resumes of Ms Katarzyna Maćkowska and Mr Rafał Włodarski whom the State Treasury, the majority shareholder in the Company, intends to propose as candidates for appointment to the Supervisory Board at the Annual General Meeting (the “AGM”) on June 30th.
Candidates resumes:
Katarzyna Maćkowska
Rafał Włodarski
Grupa LOTOS SA ("Company") informs about receiving on June 8th, 2021the motion of a shareholder - the State Treasury acting on behalf of which the Minister of the State Assets, representing at least one twentieth of the Company's share capital, to include in the agenda of the Annual General Meeting additional point as follows:
1. Adoption of resolutions on changes to the composition of the Company’s Supervisory Board.
In connection with the above, the Company announces a new agenda of the AGM, which, taking into account the above shareholder's motion (item 19 of the following order).
Request of Shareholder State Treasury (with the rationale and draft resolution).
Changed Notice of the Annual General Meeting of Grupa LOTOS S.A.
Changed Proxy voting form.
Changed drafts of resolutions
Changed Rationale for resolutions.
Notice of the Annual General Meeting of Grupa LOTOS S.A.
Power of proxy form.
Proxy voting form.
Draft resolutions.
Rationale for resolutions.
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.
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 2020.
5.3 Separate full-year report of Grupa LOTOS S.A. – hyperlink
6. Consideration of the consolidated financial statements of the LOTOS Group for 2020.
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 2020.
7.3 Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2020 – 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 2020, the Management Board’s report on its activities, the Directors’ Report on the operations of the LOTOS Group in 2020, and the Management Board’s proposal on allocation of profit or set-off of loss.
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 2020.
10. Receipt of the financial statements of Grupa LOTOS S.A. for 2020.
11. Receipt of the consolidated financial statements of the LOTOS Group for 2020.
12. Receipt of the Directors’ Report on the operations of Grupa LOTOS S.A. and the LOTOS Group in 2020.
13. Coverage of Grupa LOTOS S.A.’s net loss for 2020.
13.4 Grounds
14. Granting discharge from liability to members of the Company’s Management Board for the period January 1st – December 31st 2020.
15. Granting discharge from liability to members of the Company’s Supervisory Board for the period January 1st – December 31st 2020.
16. Consideration and voting on a resolution to amend the Company’s Articles of Association and to authorise the Supervisory Board to prepare the consolidated text of the amended Articles of Association.
17. 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 2019 and 2020.
18. Granting consent to execution of agreements with Gdańska Agencja Rozwoju Gospodarczego for purchase of land for Grupa LOTOS S.A.'s investment projects.
19. Adoption of resolutions on changes to the composition of the Company’s Supervisory Board.
19.1 Request of Shareholder State Treasury
19.2 Draft resolution of the Annual General Meeting - to appoint a Supervisory Board member
20. Closing of the Meeting.
We would like to invite the candidate for the members of Supervisory Board to send their candidacies earlier.
statement of a candidate – consent
statement of a candidate – independence
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