Pre-Annual General Meeting Information • Nov 12, 2024
Pre-Annual General Meeting Information
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Date: Warsaw, 4 November 2024
represented by:
DeBenedetti Majewski Szcześniak
ul. Królewska 16, 00-103 Warsaw, Poland
email: [email protected]
Dear Sirs/Madams,
acting on behalf of OFE NN, OFE PZU Złota Jesień and OFE Generali under the power of attorney attached hereto, pursuant to Art. 401.1 of the Polish Commercial Companies Code, I request that the following item be added to the agenda of the Extraordinary General Meeting of ORLEN S.A. of Płock:
Consideration and, if thought fit, passage of resolutions to change the composition of the Supervisory Board;
and that this item be placed, as item 10, on the agenda of the Extraordinary General Meeting of Orlen S.A. of Płock convened for 2 December 2024, and consequently that the existing item 10 be redesignated as item 11.
Pursuant to Art. 401.1 of the Polish Commercial Companies Code: "A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the upcoming General Meeting. Such request should be submitted to the Management Board no later than fourteen days prior to the scheduled date of the General Meeting. In the case of a listed company, such prior period shall be twenty-one days. The request should contain a statement of reasons for or a draft resolution concerning the proposed agenda item. The request may be submitted in electronic form".
This request is submitted pursuant to the referenced provision by OFE NN, OFE PZU Złota Jesień and OFE Generali, who hereby request that the item concerning changes in the composition of the Supervisory Board be added to the agenda of the Extraordinary General Meeting of ORLEN S.A. convened for 2 December 2024.
OFE NN, OFE PZU Złota Jesień and OFE Generali are ORLEN S.A.'s shareholders whose aggregate holdings total 134,219,463 shares, representing 11.56% of the Company's share capital and conferring 11.56% of total voting rights. Accordingly, their aggregate ownership interests in the Company entitle them to request that specific matters be placed on the agenda of the upcoming General Meeting.
The requesting shareholders hold individually the following number of ORLEN S.A. shares, as evidenced by the attached depository certificates:
OFE NN holds 68,379,124 shares, representing 5.89% of the Company's share capital and the same percentage of total voting rights,
− OFE PZU Złota Jesień holds 35,006,722 shares, representing 3.01% of the Company's share capital and the same percentage of total voting rights,
Requesting that certain matters be placed on the agenda of the upcoming general meeting is a corporate and statutory right vested in a shareholder representing at least one-twentieth of the company's share capital.
Requesting that an item concerning changes in the composition of the supervisory board be placed on the agenda of the general meeting follows from the general meeting's power to appoint and remove members of the supervisory board of a listed company. The purpose is to strengthen ownership supervision by the company's minority shareholders.
Attached please find draft resolutions pertaining to the proposed agenda item.
Respectfully,
Document signed by Dariusz Szcześniak Date: 4 November 2024, 16:40:03 CET
Draft resolutions pertaining to the proposed agenda item
Attachment 1 Draft resolutions pertaining to the proposed agenda item
The Extraordinary General Meeting of ORLEN S.A. resolves to remove Mr/Ms […] from the Company's Supervisory Board.
This Resolution shall take effect upon adoption.
The Extraordinary General Meeting of ORLEN S.A. resolves to appoint Mr/Ms […] to the Company's Supervisory Board.
This Resolution shall take effect upon adoption.
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