Lotos

Integrated Annual Report 2014

Shareholding structure

The share capital of Grupa LOTOS did not change relative to 2013 and comprised 129,873,362 fully paid-up ordinary shares with a par value of PLN 1 per share. Each share confers the right to one vote at the General Meeting (GM) and carries the right to dividend. 

On April 29th 2013, the Company was notified that, as a result of acquisition of Grupa LOTOS shares in transactions on the Warsaw Stock Exchange settled on April 24th 2013, the open-end pension fund ING Otwarty Fundusz Emerytalny increased its shareholding in the Company so that it exceeded the threshold of 5% of the total voting rights at theCompany’s General Meeting. ING OFE announced that as at December 31st 2014 it held 8.57% of total voting rights at the Company’s General Meeting.

On January 9th 2015, the District Court for Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa LOTOS from PLN 129,873,362 to PLN 184,873,362, effected through the issue of 55,000,000 Series D ordinary bearer shares with a par value of PLN 1 per share pursuant to Resolution No. 2 of the Extraordinary General Meeting of September 8th 2014 on increasing the Company’s share capital by way of issue of new shares, public offering of new shares, setting the record date for determining the pre-emptive rights to new shares for November 18th 2014, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market of the Warsaw Stock Exchange, amending the Company’s Articles of Association and authorising the Supervisory Board to prepare a consolidated text of the Company’s Articles of Association.

 
At present, the share capital of Grupa LOTOS comprises 184,873,362 fully paid-up ordinary shares with a par value of PLN 1 per share. Each share carries the right to one vote at the General Meeting of Shareholders and the right to dividend.

In 2013-2014 and until the date of this Report, the State Treasury held ordinary bearer shares in Grupa LOTOS representing 53.19% of its share capital and the same proportion of voting rights at its General Meeting. As at December 31st 2014, ING OFE held 8.6% of Grupa LOTOS share capital. In 2014, the remaining 38.21% of the share capital was free float.

Shareholders holding 5% or more of total voting rights at the Annual General Meeting as at June 30th 2014
Entity Number of Grupa LOTOS shares % of total voting rights at GM % of share capital held
State Treasury 69,076,392 79.06 53.19
ING OFE 8,000,000 9.16 6.16

One share in Grupa LOTOS confers the right to one vote at its GM. However, pursuant to the Company’s Articles of Association, the voting rights of Company shareholders are limited so that none of them can exercise more than 10% of total voting rights at the Company as at the date of the General Meeting, with the proviso that for the purpose of determining the obligations of buyers of major holdings of shares provided for in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies of July 29th 2005 and the Act on Insurance Activity of May 22nd 2003, such limitation of voting rights is deemed non-existent.

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