AGM Information • May 9, 2025
AGM Information
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on assessment of the financial statements of ORLEN Spółka Akcyjna for the year ended 31 December 2024 in terms of their completeness, accuracy, and consistency with accounting records and underlying documentation
Acting pursuant to Art. 382.3.1 of the Commercial Companies Code and Art. 8.11.6 of the Company's Articles of Association in conjunction with Art. 395.2.1 of the Commercial Companies Code, and considering the provisions of Art. 45 and Art. 53.1 of the Accounting Act and Art. 7.7.1 of the Company's Articles of Association, the Supervisory Board hereby resolves as follows:
The Supervisory Board resolves to give a favourable assessment – in terms of their completeness, accuracy, and consistency with the accounting records and underlying documentation – of the independently audited financial statements of ORLEN Spółka Akcyjna for the year ended 31 December 2024, as attached to this Resolution, comprising:
supplementary information, comprising the introduction and notes to the separate financial statements, having found these financial statements to be complete, accurate, and consistent with the relevant accounting records and underlying documentation.
This Resolution shall take effect upon adoption.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the resolution; 0 ABSTENTIONS.
| ………………………………………… | ………………………………………… |
|---|---|
| Wojciech Popiołek | Michał Gajdus |
| ………………………………………… | ………………………………………… |
| Katarzyna Łobos | Ewa Gąsiorek |
| ………………………………………… | ………………………………………… |
| Ewa Sowińska | Kazimierz Mordaszewski |
| ………………………………………… | ………………………………………… |
| Mikołaj Pietrzak | Marian Sewerski |
| ………………………………………… | ………………………………………… |
Tomasz Zieliński

on assessment of the Directors' Report on the operations of the ORLEN Group and ORLEN S.A. in 2024 in terms of its completeness, accuracy, and consistency with accounting records and underlying documentation
Acting pursuant to Art. 8.11.6 and Art. 8.11.6b of the Company's Articles of Association in conjunction with Art. 382.3.1 of the Commercial Companies Code and pursuant to Art. 49, Art. 55.2a, and Art. 63x of the Accounting Act in conjunction with Art. 7.7.1 of the Company's Articles of Association, the Supervisory Board hereby resolves as follows:
Section 1
The Supervisory Board resolves to give a favourable assessment – in terms of its completeness, accuracy, and consistency with the accounting records and underlying documentation – the Directors' Report on the operations of the ORLEN Group and ORLEN S.A. in 2024, as attached to this Resolution, having found this Report to be complete, accurate, and consistent with the relevant accounting records and underlying documentation
This Resolution shall take effect upon adoption.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the resolution; 0 ABSTENTIONS.
………………………………………… Wojciech Popiołek
………………………………………… Michał Gajdus
………………………………………… Katarzyna Łobos
Ewa Sowińska
………………………………………… Ewa Gąsiorek
………………………………………… Kazimierz Mordaszewski
………………………………………… Mikołaj Pietrzak
…………………………………………
………………………………………… Marian Sewerski
………………………………………… Piotr Wielowieyski

on assessment of the consolidated financial statements of the ORLEN Group for the year ended 31 December 2024 in terms of their completeness, accuracy, and consistency with accounting records and underlying documentation
Acting pursuant to Art. 8.11.6b of the Company's Articles of Association in conjunction with Art. 382.1 of the Commercial Companies Code and pursuant to Art. 55 and Art. 63c.4 of the Accounting Act in conjunction with Art. 7.7.1 of the Company's Articles of Association, the Supervisory Board hereby resolves as follows:
The Supervisory Board resolves to give a favourable assessment – in terms of their completeness, accuracy, and consistency with the accounting records and underlying documentation – of the independently audited consolidated financial statements of the ORLEN Group for the year ended 31 December 2024, as attached to this Resolution, comprising:
This Resolution shall take effect upon adoption.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the resolution; 0 ABSTENTIONS.
| ………………………………………… | ………………………………………… |
|---|---|
| Wojciech Popiołek | Michał Gajdus |
| ………………………………………… | ………………………………………… |
| Katarzyna Łobos | Ewa Gąsiorek |
| ………………………………………… | ………………………………………… |
| Ewa Sowińska | Kazimierz Mordaszewski |
| ………………………………………… | ………………………………………… |
| Mikołaj Pietrzak | Marian Sewerski |
| ………………………………………… | ………………………………………… |
| Piotr Wielowieyski | Tomasz Zieliński |

of ORLEN Spółka Akcyjna
on assessment of the Management Board's recommendation on the allocation of net profit for the financial year 2024
Acting pursuant to Art. 382.3.2 of the Commercial Companies Code and Art. 8.11.6 of the Company's Articles of Association, in conjunction with Art. 395.2.2 and Art. 348.1 of the Commercial Companies Code and Art. 7.7.3 of the Company's Articles of Association, the Supervisory Board hereby resolves as follows:
The Supervisory Board endorses the Management Board's proposal to allocate the entire net profit for the financial year 2024, of PLN 3,944,314,694.14 (three billion, nine hundred and forty-four million, three hundred and fourteen thousand, six hundred and ninety-four złoty, 14/100) to the payment of dividend:
The Supervisory Board further endorses the Management Board's proposal to allocate a total of PLN 6,965,652,294.00 (six billion, nine hundred and sixty-five million, six hundred and fifty-two thousand, two hundred and ninety-four złoty) to the payment of dividend (PLN 6.00 per share). The dividend referred to in the preceding sentence shall be distributed from the net profit for 2024, of PLN 3,944,314,694.14 (three billion, nine hundred and forty-four million, three hundred and fourteen thousand, six hundred and ninetyfour złoty, 14/100) and from a portion of the Company's statutory reserve funds created from retained earnings in prior years, of PLN 3,021,337,599.86 (three billion, twenty-one million, three hundred and thirty-seven thousand, five hundred and ninety-nine złoty, 86/100).
The Supervisory Board is of the opinion that the Management Board's recommendation on the amount of dividend to be paid in 2024 is consistent with the Company's strategy and objectives.
The Supervisory Board also endorses the Management Board's recommendation to set 14 August 2025 as the dividend record date and 1 September 2025 as the dividend payment date.
This Resolution shall take effect upon adoption.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the resolution; 0 ABSTENTIONS.
………………………………………… Wojciech Popiołek ………………………………………… Katarzyna Łobos ………………………………………… Ewa Sowińska ………………………………………… Mikołaj Pietrzak ………………………………………… Piotr Wielowieyski
………………………………………… Michał Gajdus
………………………………………… Ewa Gąsiorek
………………………………………… Kazimierz Mordaszewski
………………………………………… Marian Sewerski

to authorise the Supervisory Board's report on its activities for the financial year 2024
On the basis of: Art. 382.3 and Art. 382.3.1 of the Commercial Companies Code, Art. 8.11.6, Art. 8.11.6a and Art. 8.11.6b of the Company's Articles of Association in conjunction with Section 3a.2 of the Rules of Procedure for the Supervisory Board and principle 2.11 of the Best Practice for GPW Listed Companies 2021, as well as the Guidelines for State-Run Companies Preparing Financial Statements for 2024.
The Supervisory Board hereby resolves to authorise the Supervisory Board's report on its activities for the financial year 2024 ("The Supervisory Board's Report for 2024"), including in particular:
donation spending, including the amount spent on these purposes;
The Supervisory Board's report on its activities for 2024 is attached as an appendix to this Resolution.
This Resolution shall take effect upon adoption.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the resolution; 0 ABSTENTIONS.
| ………………………………………… | ………………………………………… |
|---|---|
| Wojciech Popiołek | Michał Gajdus |
| ………………………………………… | ………………………………………… |
| Katarzyna Łobos | Ewa Gąsiorek |
| ………………………………………… | ………………………………………… |
| Ewa Sowińska | Kazimierz Mordaszewski |
| ………………………………………… | ………………………………………… |
| Mikołaj Pietrzak | Marian Sewerski |
| ………………………………………… | ………………………………………… |
| Piotr Wielowieyski | Tomasz Zieliński |

to authorise the report of the Supervisory Board of ORLEN S.A. on remuneration of members of the Management Board and the Supervisory Board for 2024
Acting pursuant to Section 3a.2.g of the Rules of Procedure for the Supervisory Board of ORLEN S.A. and Art. 90g.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005, the Supervisory Board hereby resolves as follows:
The Supervisory Board of ORLEN S.A. resolves to authorise the report of the Supervisory Board of ORLEN S.A. on remuneration of members of the Management Board and the Supervisory Board for 2024, as attached to this Resolution, containing in particular:
The Supervisory Board of ORLEN S.A. authorises Wojciech Popiołek, Chair of the Supervisory Board, and Michał Gajdus, Deputy Chair of the Supervisory Board, to sign the Supervisory Board's report on remuneration of members of the Management Board and the Supervisory Board for 2024, containing the information referred to in Section 1 of this Resolution.
This Resolution shall take effect upon adoption.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the Resolution; 0 ABSTENTIONS.
………………………………………… Wojciech Popiołek ………………………………………… Michał Gajdus ………………………………………… Katarzyna Łobos ………………………………………… Ewa Gąsiorek ………………………………………… Ewa Sowińska ………………………………………… Kazimierz Mordaszewski ………………………………………… Mikołaj Pietrzak ………………………………………… Marian Sewerski ………………………………………… Piotr Wielowieyski ………………………………………… Tomasz Zieliński

to approve the Report of ORLEN S.A. on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2024
Acting pursuant to Art. 8.11.15 of the Company's Articles of Association in conjunction with Section V.1.8.b of the Guidelines for State-Run Companies Preparing Financial Statements for 2024, the Supervisory Board hereby resolves as follows:
The Supervisory Board of ORLEN S.A. resolves to approve the Report of ORLEN S.A. on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2024, as prepared by the Management Board, and to adopt the Supervisory Board's Assessment thereof, attached as Appendix 1 to this Resolution.
The Report of ORLEN S.A. on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2024 is attached as Appendix 2 to this Resolution.
This Resolution shall be effective as of its date.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the resolution; 0 ABSTENTIONS.
………………………………………… Wojciech Popiołek
…………………………………………
Katarzyna Łobos
………………………………………… Ewa Sowińska
………………………………………… Mikołaj Pietrzak
………………………………………… Piotr Wielowieyski
………………………………………… Michał Gajdus
………………………………………… Ewa Gąsiorek
………………………………………… Kazimierz Mordaszewski
………………………………………… Marian Sewerski
ORLEN S.A. SUPERVISORY BOARD'S ASSESSMENT OF THE REPORT ON ENTERTAINMENT EXPENSES, LEGAL EXPENSES, MARKETING EXPENSES, PUBLIC RELATIONS AND SOCIAL COMMUNICATION EXPENSES, AND MANAGEMENT CONSULTANCY FEES FOR THE YEAR ENDED 31 DECEMBER 2024, AS PREPARED BY THE MANAGEMENT BOARD
This assessment covers:
The Supervisory Board of ORLEN S.A., having reviewed the report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2024 prepared by the ORLEN S.A. Management Board, the outcomes of this expenditure, and information and materials received from the Management Board and other representatives of the Company, is satisfied that the Report:
complies with the guidelines on preparing the report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in place at ORLEN S.A. and is consistent with the accounting records for 2024.
is complete, accurate, and consistent with the relevant accounting records and underlying documentation.
Therefore, the Supervisory Board of ORLEN S.A. approves the report on entertainment expenses, legal expenses, marketing expenses, public relations and communication expenses, and management consultancy fees in 2024, as prepared by the ORLEN S.A. Management Board.
………………………………………… Wojciech Popiołek
………………………………………… Katarzyna Łobos
………………………………………… Ewa Sowińska
………………………………………… Mikołaj Pietrzak
………………………………………… Michał Gajdus
………………………………………… Ewa Gąsiorek
………………………………………… Kazimierz Mordaszewski
………………………………………… Marian Sewerski
………………………………………… Piotr Wielowieyski

to provide an opinion on the agenda and draft resolutions of the Annual General Meeting of ORLEN S.A.
Pursuant to Art. 8.11.7 of the Company's Articles of Association, the Supervisory Board hereby resolves as follows:
The Supervisory Board of ORLEN Spółka Akcyjna gives a favourable opinion on the matters covered by the draft resolutions of the Annual General Meeting of ORLEN S.A., attached as an appendix hereto; however, the Supervisory Board does not take a position on resolutions concerning granting discharge from liability to members of the Supervisory Board.
This Resolution shall take effect upon adoption.
10 persons participated in the vote; 10 votes were cast IN FAVOUR of the Resolution; 0 votes were cast AGAINST the resolution; 0 ABSTENTIONS.
………………………………………… Wojciech Popiołek
………………………………………… Katarzyna Łobos
………………………………………… Ewa Sowińska
………………………………………… Mikołaj Pietrzak
………………………………………… Piotr Wielowieyski
………………………………………… Michał Gajdus
………………………………………… Ewa Gąsiorek
………………………………………… Kazimierz Mordaszewski
………………………………………… Marian Sewerski
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