Pre-Annual General Meeting Information • May 15, 2025
Pre-Annual General Meeting Information
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to amend the agenda of the Annual General Meeting
Acting pursuant to Art. 9.7.1 of Company's Articles of Association and Section 5.5.4 of the Rules of Procedure for the Company's Management Board, in connection with a proposal submitted by the Shareholder – State Treasury on 13 May 2025 pursuant to Art. 401.1 of the Commercial Companies Code, considering Art. 7.4.3 of the Company's Articles of Association and the Management Board Resolution No. 9243/25 of 8 May 2025, the Management Board resolves as follows:
"Consideration of and voting on a resolution to amend Resolution No. 4 of the Extraordinary General Meeting of 24 January 2017 on the rules of remuneration for Management Board Members.".
The Management Board resolves to approve and submit to the Annual General Meeting the amended draft resolution of the Annual General Meeting to adopt the agenda of the Annual General Meeting together with the remaining draft resolutions of that General Meeting adopted by the Management Board Resolution No. 9244/25 of 8 October 2025, as attached hereto.
The Management Board requests that the Supervisory Board provide its opinion on the matters covered by the draft resolutions of the Annual General Meeting referred to in Section 2 hereof.
Section 4
This Resolution shall operate to effectively amend the Management Board Resolutions No. 9243/25 and No. 9244/25 of 8 May 2025 to the extent specified in Sections 1 and 2 hereof.
This Resolution shall take effect upon adoption.
8 Members of the Management Board participated in the vote; 8 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the Resolutions, 0 ABSTENTIONS.
Signatures of the Members of the Management Board present at the meeting:
………………………..………….. Ireneusz Fąfara Prezes Zarządu
………………………..………….. Marek Balawejder Członek Zarządu
………………………..…………..
Witold Literacki Wiceprezes Zarządu
………………………..………….. Wiesław Prugar
Członek Zarządu
………………………..………….. Robert Soszyński Wiceprezes Zarządu
………………………..………….. Magdalena Bartoś
Wiceprezes Zarządu
………………………..………….. Artur Osuchowski Członek Zarządu
………………………..………….. Ireneusz Sitarski Wiceprezes Zarządu
………………………..………….. Marcin Wasilewski Członek Zarządu
Section 5

to provide an opinion on the amended agenda of the Annual General Meeting
On the basis of Art. 8.11.7 of Company's Articles of Association, in connection with a proposal submitted by the Shareholder – State Treasury on 13 May 2025 pursuant to Art. 401.1 of the Commercial Companies Code, considering Art. 7.4.3 of the Company's Articles of Association:
The Supervisory Board of ORLEN Spółka Akcyjna hereby endorses the agenda of the Annual General Meeting as amended at the request of the Shareholder – State Treasury of 13 May 2025. The draft resolutions of the Annual General Meeting are attached as an appendix hereto.
This Resolution shall operate to effectively amend the Supervisory Board Resolution No. 4755/25 of 8 May 2025 to the extent specified in Section 1 hereof.
This Resolution shall take effect upon adoption.
The vote was held using means of remote communication.
All of the Supervisory Board members were notified of the contents of the resolution.
10 Supervisory Board members participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the Resolution; 0 ABSTENTIONS.
| Wojciech Popiołek | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
|---|---|
| Michał Gajdus | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Katarzyna Łobos | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Ewa Gąsiorek | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Kazimierz Mordaszewski | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Mikołaj Pietrzak | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Marian Sewerski | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Ewa Sowińska | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Piotr Wielowieyski | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
| Tomasz Zieliński | vote IN FAVOUR cast in accordance with Section 26c of the Rules of Procedure for the Supervisory Board |
Confirmation of the conducted vote by the ORLEN S.A. Supervisory Board:
……………………….. Wojciech Popiołek Chair of the Supervisory Board
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