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PKN Orlen S.A.

Pre-Annual General Meeting Information Oct 30, 2024

5770_rns_2024-10-30_ffd2f28f-ab17-49c7-837b-6114340ce46d.pdf

Pre-Annual General Meeting Information

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Resolution No. 8899/24 of the Management Board of ORLEN Spółka Akcyjna (the "Company") dated October 30th 2024

to convene an Extraordinary General Meeting of the Company

Pursuant to Art. 9.7.1 of the Company's Articles of Association, and Section 5.5.3 and 5.5.4 of the Rules of Procedure for the Management Board, and considering the provisions of Art. 399.1 and Art. 398 of the Commercial Companies Code, as well as Art. 7.4.1 of the Company's Articles of Association, the Management Board hereby resolves as follows:

Section 1

The Management Board of ORLEN Spółka Akcyjna resolves to convene an Extraordinary General Meeting of ORLEN S.A., to be held at the Company's Administration Centre at ul. Chemików 7, 09-411 Płock, Poland, in room 1, on December 2th 2024 at 11.00am, with the following agenda:

    1. Opening of the General Meeting.
    1. Appointment of Chair of the General Meeting.
    1. Confirmation that the General Meeting has been properly convened and has the capacity to pass resolutions.
    1. Adoption of the agenda.
    1. Appointment of the Ballot Committee.
    1. Consideration of and voting on a resolution to seek compensation for losses incurred by the Company due to misconduct by members of the Management Board in their capacity as such.
    1. Consideration of and voting on a resolution to amend the Company's Articles of Association.
    1. Consideration of and voting on a resolution to restate the Company's Articles of Association.
    1. Consideration of and voting on a resolution to consent to the disposal by the Company of a network of self-service parcel terminals, comprising an organised part of the Company's business, through its contribution to a subsidiary of the Company in payment for shares in the subsidiary's increased share capital.
    1. Closing of the General Meeting.

Section 2

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 President of the Management Board

………………………..………….. Marek Balawejder

Member of the Management Board

………………………..………….. Witold Literacki Vice President of the Management Board

………………………..…………..

Wiesław Prugar Member of the Management Board Member of the Management Board ………………………..…………..

………………………..………….. Magdalena Bartoś Vice President of the Management Board

………………………..………….. Artur Osuchowski

Ireneusz Sitarski Vice President of the Management Board

………………………..………….. Robert Soszyński

Vice President of the Management Board

Resolution No. 8900/24 of the Management Board of ORLEN Spółka Akcyjna (the "Company") dated October 30th 2024

to approve draft resolutions of the Extraordinary General Meeting

Pursuant to Art. 9.7.1 of the Company's Articles of Association, and Section 5.5.3 of the Rules of Procedure for the Management Board in conjunction with Art. 8.11.7 of the Company's Articles of Association, the Management Board hereby resolves as follows:

Section 1

The Management Board of ORLEN Spółka Akcyjna hereby resolves to approve the draft resolutions of the Extraordinary General Meeting of ORLEN S.A., which are attached as an appendix hereto.

Section 2

The Management Board requests that the Supervisory Board's Corporate Governance Committee provide its opinion on the proposed amendments to the Company's Articles of Association; that the Supervisory Board endorse the draft resolutions of the Extraordinary General Meeting referred to in Section 1 hereof; and that the Extraordinary General Meeting pass the same.

Section 3

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 President of the Management Board

………………………..…………..

Marek Balawejder Member of the Management Board ………………………..…………..

Magdalena Bartoś Vice President of the Management Board

………………………..…………..

Witold Literacki Vice President of the Management Board

………………………..………….. Artur Osuchowski Member of the Management Board

………………………..………….. Wiesław Prugar

Member of the Management Board

………………………..………….. Ireneusz Sitarski Vice President of the Management Board

………………………..………….. Robert Soszyński Vice President of the Management Board

Resolution No. 4579/24 of the Supervisory Board of ORLEN Spółka Akcyjna (the "Company") dated October 30th 2024

to provide an opinion on draft resolutions of the Extraordinary General Meeting

Pursuant to Art. 8.11.7 of the Company's Articles of Association, the Supervisory Board hereby resolves as follows:

Section 1

The Supervisory Board of ORLEN Spółka Akcyjna resolves to endorse the draft resolutions of the Extraordinary General Meeting of ORLEN S.A., attached as an appendix hereto.

Section 2

This Resolution shall take effect upon adoption

8 persons participated in the vote; 8 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
……………………………………………. …………………………………………….
Kazimierz Mordaszewski Piotr Wielowieyski
……………………………………………. …………………………………………….
Mikołaj Pietrzak Tomasz Zieliński
………………………………………………

Marian Sewerski

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