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PKN Orlen S.A.

AGM Information Jun 5, 2025

5770_rns_2025-06-05_36fa333f-19d8-427f-ad9b-bbe6dfc4a9c6.pdf

AGM Information

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RESOLUTION NO. 1 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint the Chair of the Annual General Meeting

Section 1

Pursuant to Art. 409.1 sentence 1 of the Commercial Companies Code, in conjunction with Section 5 of the Rules of Procedure for the General Meeting of the Company, the Annual General Meeting of ORLEN S.A. hereby appoints Jacek Lampart as Chair of the General Meeting.

Section 2

This Resolution shall take effect upon adoption.

Number of shares validly voted: 847 665 782 Percentage of share capital represented by validly voted shares: 73,02% Total number of valid votes: 847 665 782 Votes in favour: 16 392 274 Votes against: 593 448 982 Abstentions: 237 824 526

The resolution has not been passed.

RESOLUTION NO. 2 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint the Chair of the Annual General Meeting

Section 1

Pursuant to Art. 409.1 sentence 1 of the Commercial Companies Code, in conjunction with Section 5 of the Rules of Procedure for the General Meeting of the Company, the Annual General Meeting of ORLEN S.A. hereby appoints Józef Palinka as Chair of the General Meeting.

Section 2

This Resolution shall take effect upon adoption.

Number of shares validly voted: 851 509 722 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 509 722 Votes in favour: 851 477 396 Votes against: 31 221 Abstentions: 1 105

The resolution has been passed in secret ballot.

RESOLUTION NO. 3 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to adopt the agenda of the Annual General Meeting

Section 1

The Annual General Meeting of ORLEN S.A. resolves to adopt 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 the Management Board's Report on the operations of the ORLEN Group and ORLEN S.A. in 2024.
    1. Consideration of the financial statements of ORLEN S.A. for the year ended 31 December 2024, as well as the Management Board's recommendation regarding the allocation of net profit for the financial year 2024.
    1. Consideration of the consolidated financial statements of the ORLEN Group for the year ended 31 December 2024.
    1. Consideration of the Supervisory Board's Report on its activities for the financial year 2024.
    1. Presentation of the Report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2024.
    1. Consideration of and voting on a resolution to approve the Management Board's Report on the operations of the ORLEN Group and ORLEN S.A. in 2024.
    1. Consideration of and voting on a resolution to approve the financial statements of ORLEN S.A. for the year ended 31 December 2024.
    1. Consideration of and voting on a resolution to approve the consolidated financial statements of the ORLEN Group for the year ended 31 December 2024.
    1. Consideration of and voting on a resolution to allocate the net profit for the financial year 2024, pay dividend from the net profit for 2024 and the Company's statutory reserve funds, and determine the dividend record date and the dividend payment date.
    1. Consideration of and voting on a resolution to approve the Supervisory Board's Report on its activities for the financial year 2024.
    1. Consideration of and voting on resolutions whether to discharge Members of the Management Board of liability for their activities in 2024.
    1. Consideration of and voting on resolutions whether to discharge Members of the Supervisory Board of liability for their activities in 2024.
    1. Consideration of and voting on a resolution to endorse the Supervisory Board's Report on remuneration of members of the Management Board and the Supervisory Board for 2024.
    1. Consideration of and voting on a resolution to consent to the acquisition by the Company of all shares in Energomedia spółka z ograniczoną odpowiedzialnością of Trzebinia, entered in the Business Register of the National Court Register under No. KRS 0000067731, from ORLEN Południe Spółka Akcyjna.
    1. Consideration of and voting on a resolution to determine the number of Supervisory Board Members.
    1. Consideration of and voting on resolutions to appoint of Members of the Supervisory Board.
    1. Determination of the amounts of remuneration for members of the Supervisory Board of the Company.
    1. 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.
    1. Closing of the General Meeting.

Section 2

This Resolution shall take effect upon adoption.

Number of shares validly voted: 851 509 712

Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 509 712 Votes in favour: 851 491 680 Votes against: 0 Abstentions: 18 032

RESOLUTION NO. 4 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint the Ballot Committee

Section 1

Pursuant to Section 8 of the Rules of Procedure for the General Meeting of the Company, the Annual General Meeting of ORLEN S.A. hereby appoints the following persons to the Ballot Committee:

  • − Dorota Maćkiewicz
  • − Agnieszka Milke
  • − Michał Hańczyk

Section 2

This Resolution shall take effect upon adoption.

Number of shares validly voted: 851 491 702 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 491 702 Votes in favour: 851 478 598 Votes against: 10 Abstentions: 13 094

RESOLUTION NO. 5 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

regarding the joint consideration of matters covered by items 6 to 10 of the agenda of the Ordinary General Meeting

Section 1

The Annual General Meeting of ORLEN S.A. resolves to adopt the procedural resolution regarding the joint consideration and discussion of matters covered by items 6 to 10 of the agenda of the Ordinary General Meeting.

Section 2

This Resolution shall take effect upon adoption.

Number of shares validly voted: 851 526 722 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 526 722 Votes in favour: 655 295 059 Votes against: 12 525 Abstentions: 196 219 138

The resolution has been passed in secret ballot.

RESOLUTION NO. 6 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to approve the Management Board's Report on the operations of the ORLEN Group and ORLEN S.A. in 2024

Section 1

Acting pursuant to Art. 395.2.1 and 395.5 of the Commercial Companies Code, and Art. 7.7.1 of the Company's Articles of Association in conjunction with Art. 49, Art. 55.2a, and Art. 63x of the Accounting Act, the Annual General Meeting ORLEN S.A., having read and considered the Management Board's Report on the operations of the ORLEN Group and ORLEN S.A. in 2024, containing the Group's sustainability report, as well as the Supervisory Board's assessment thereof, hereby resolves to approve the Management Board's report.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 526 722 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 526 722 Votes in favour: 851 226 087 Votes against: 152 505 Abstentions: 148 130

The resolution has been passed in secret ballot.

RESOLUTION NO. 7 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to approve the financial statements of ORLEN S.A. for the year ended 31 December 2024

Section 1

Acting pursuant to Art. 395.2.1 of the Commercial Companies Code, Art. 45 and Art. 53.1 of the Accounting Act in conjunction with Art. 7.7.1 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A., having read and considered the audited financial statements of ORLEN S.A. for the year ended 31 December 2024 as submitted by the Management Board and the Supervisory Board's assessment thereof, hereby resolves to approve the audited financial statements of ORLEN S.A. for the year ended 31 December 2024, comprising:

  • the separate statement of profit or loss (included in the statement of profit or loss and other comprehensive income) for the period from 1 January 2024 to 31 December 2024, showing a net profit of PLN 3,944 million ( three billion, nine hundred and forty-four million złoty);
  • the separate statement of financial position as at 31 December 2024, showing total assets and total equity and liabilities of PLN 197,738 million ( one hundred and ninety-seven billion, seven hundred and thirty-eight million złoty);
  • the separate statement of changes in equity, showing a decrease in equity as at 31 December 2024 of PLN (2,956) million (two billion, nine hundred and fifty-six million złoty);
  • the separate statement of cash flows, showing a net decrease in cash of PLN (1,468) million (one billion, four hundred and sixty-eight million złoty);
  • supplementary information, comprising the introduction and notes to the separate financial statements.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 508 692 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 508 692 Votes in favour: 851 204 321 Votes against: 153 045 Abstentions: 151 326

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 8 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to approve the Consolidated financial statements of the ORLEN Group for the year ended 31 December 2024

Section 1

Acting pursuant to Art. 395.5 of the Commercial Companies Code, 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 Annual General Meeting of ORLEN S.A., having read and considered the audited consolidated financial statements of the ORLEN Group for the year ended 31 December 2024 as submitted by the Management Board and the Supervisory Board's assessment thereof, hereby resolves to approve the audited consolidated financial statements of the ORLEN Group for the year ended 31 December 2024, comprising:

  • the consolidated statement of profit or loss (included in the consolidated statement of profit or loss and other comprehensive income) for the period from 1 January 2024 to 31 December 2024, showing a consolidated net profit of PLN 1,383 million (one billion, three hundred and eighty-three million złoty);
  • the consolidated statement of financial position as at 31 December 2024, showing total assets and total equity and liabilities of PLN 255,368 million (two hundred and fifty-five billion, three hundred and sixty-eight million złoty);
  • the consolidated statement of changes in equity, showing a decrease in equity as at 31 December 2024 of PLN (6,731) million (six billion, seven hundred and thirty-one million złoty);
  • the consolidated statement of cash flows, showing a net decrease in cash of PLN (2,178) million (two billion, one hundred and seventy-eight million złoty);
  • supplementary information, comprising the introduction and notes to the consolidated financial statements.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 508 622 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 508 622 Votes in favour: 851 217 323 Votes against: 152 450 Abstentions: 138 849

The resolution has been passed in secret ballot.

RESOLUTION NO. 9 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to allocate the net profit for the financial year 2024, pay dividend from the net profit for 2024 and the Company's statutory reserve funds, and determine the dividend record date and the dividend payment date.

Section 1

Acting pursuant to Art. 395.2.2 of the Commercial Companies Code and Art. 7.7.3 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A., having read and considered the Supervisory Board's assessment of the profit allocation recommendation, resolves to allocate the entire 2024 net profit 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.

Section 2

The Annual General Meeting further resolves 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 ninety-four 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).

Section 3

14 August 2025 shall be the dividend record date and 1 September 2025 the dividend payment date.

Section 4

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 508 622 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 508 622 Votes in favour: 851 343 670 Votes against: 152 470 Abstentions: 12 482

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 10 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to approve the Supervisory Board's report on its activities for the financial year 2024

Section 1

The Annual General Meeting of ORLEN S.A. hereby resolves to approve Supervisory Board's report on its activities for the financial year 2024, including Information on the operations of the ORLEN Group, the Supervisory Board and its committees, as well as such other information and assessments as are required under applicable laws and regulations and the Best Practice for GPW Listed Companies 2021.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 525 612 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 525 612 Votes in favour: 851 225 062 Votes against: 164 917 Abstentions: 135 633

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 11 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Daniel Obajtek from liability for his activities as President of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 210 Votes against: 4 530 334 Abstentions: 63 396 044

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 12 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Armen Konrad Artwich from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 221 Votes against: 4 530 323 Abstentions: 63 396 044

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 13 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Adam Burak from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 577 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 577 Votes in favour: 783 567 210 Votes against: 4 530 323 Abstentions: 63 396 044

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 14 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Michał Róg from liability for her activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 221 Votes against: 4 530 313 Abstentions: 63 396 054

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 15 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Patrycja Klarecka from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 211 Votes against: 4 530 323 Abstentions: 63 396 054

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 16 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Jan Szewczak from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 221 Votes against: 4 530 313 Abstentions: 63 396 054

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 17 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Józef Węgrecki from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 588 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 588 Votes in favour: 783 550 211 Votes against: 4 530 323 Abstentions: 63 396 054

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 18 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Piotr Sabat from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 221 Votes against: 4 530 313 Abstentions: 63 396 054

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 19 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Krzysztof Nowicki from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 221 Votes against: 4 530 313 Abstentions: 63 396 054

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 20 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Iwona Waksmundzka-Olejniczak from liability for her activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 211 Votes against: 4 530 283 Abstentions: 63 396 094

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 21 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Robert Perkowski from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 493 588 Percentage of share capital represented by validly voted shares: 73,35% Total number of valid votes: 851 493 588 Votes in favour: 783 567 211 Votes against: 4 530 318 Abstentions: 63 396 059

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 22 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Ireneusz Fąfara from liability for his activities as President of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 588 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 588 Votes in favour: 846 799 011 Votes against: 4 541 944 Abstentions: 135 633

The resolution has been passed in secret ballot.

Objections to the resolution were filed.

RESOLUTION NO. 23 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Witold Literacki from liability for his activities as Member of the Management Board of the Company and in this capacity as acting President and Vice President of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 588 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 588 Votes in favour: 846 799 001 Votes against: 4 541 953 Abstentions: 135 634

The resolution has been passed in secret ballot.

RESOLUTION NO. 24 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Magdalena Bartoś from liability for her activities as Vice President of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 588 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 588 Votes in favour: 846 799 001 Votes against: 4 542 553 Abstentions: 135 034

The resolution has been passed in secret ballot.

RESOLUTION NO. 25 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Ireneusz Sitarski from liability for his activities as Vice President of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 588 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 588 Votes in favour: 846 799 051 Votes against: 4 541 903 Abstentions: 135 634

The resolution has been passed in secret ballot.

RESOLUTION NO. 26 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Robert Soszyński from liability for his activities as Vice President of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 577 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 577 Votes in favour: 846 799 061 Votes against: 4 541 882 Abstentions: 135 634

The resolution has been passed in secret ballot.

RESOLUTION NO. 27 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Marek Balawejder from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 577 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 577 Votes in favour: 846 799 051 Votes against: 4 541 892 Abstentions: 135 634

The resolution has been passed in secret ballot.

RESOLUTION NO. 28 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Artur Osuchowski from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 577 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 577 Votes in favour: 846 799 051 Votes against: 4 541 892 Abstentions: 135 634

The resolution has been passed in secret ballot.

RESOLUTION NO. 29 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Wiesław Prugar from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 576 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 576 Votes in favour: 846 799 001 Votes against: 4 541 931 Abstentions: 135 644

The resolution has been passed in secret ballot.

RESOLUTION NO. 30 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Marcin Wasilewski from liability for his activities as Member of the Management Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 577 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 577 Votes in favour: 846 799 076 Votes against: 4 541 847 Abstentions: 135 654

The resolution has been passed in secret ballot.

RESOLUTION NO. 31 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Kazimierz Mordaszewski from liability for his activities as Member of the Supervisory Board delegated to temporarily act as Member of the Management Board in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 577 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 577 Votes in favour: 846 799 051 Votes against: 4 541 872 Abstentions: 135 654

The resolution has been passed in secret ballot.

RESOLUTION NO. 32 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Ireneusz Sitarski from liability for his activities as Member of the Supervisory Board delegated to temporarily act as Member of the Management Board in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 567 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 567 Votes in favour: 846 799 061 Votes against: 4 541 872 Abstentions: 135 634

The resolution has been passed in secret ballot.

RESOLUTION NO. 33 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Tomasz Sójka from liability for his activities as Member of the Supervisory Board delegated to temporarily act as Member of the Management Board in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 846 799 051 Votes against: 4 541 871 Abstentions: 135 644

The resolution has been passed in secret ballot.

RESOLUTION NO. 34 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Tomasz Zieliński from liability for his activities as Member of the Supervisory Board delegated to temporarily act as Member of the Management Board in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 846 799 006 Votes against: 4 541 926 Abstentions: 135 634

The resolution has been passed in secret ballot.

RESOLUTION NO. 35 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Wojciech Jasiński from liability for his activities as Chair of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 762 209 574 Votes against: 25 684 784 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 36 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Andrzej Szumański from liability for his activities as Deputy Chair of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 762 209 574 Votes against: 25 684 784 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 37 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Anna Wójcik from liability for her activities as Secretary of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 762 209 574 Votes against: 25 684 784 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 38 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Barbara Jarzembowska from liability for her activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 762 209 574 Votes against: 25 684 784 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 39 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Andrzej Kapała from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 762 209 574 Votes against: 25 684 784 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 40 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Roman Kusz from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 556 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 556 Votes in favour: 762 209 574 Votes against: 25 684 774 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 41 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Jadwiga Lesisz from liability for her activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 561 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 561 Votes in favour: 762 209 574 Votes against: 25 684 779 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 42 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves not to discharge Anna Sakowicz-Kacz from liability for her activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 551 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 551 Votes in favour: 762 209 574 Votes against: 25 684 769 Abstentions: 63 582 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 43 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Wojciech Popiołek from liability for his activities as Member and Chair of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 566 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 566 Votes in favour: 825 459 021 Votes against: 25 696 322 Abstentions: 321 223

The resolution has been passed in secret ballot.

RESOLUTION NO. 44 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Michał Gajdus from liability for his activities as Deputy Chair of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 551 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 551 Votes in favour: 825 458 416 Votes against: 25 696 907 Abstentions: 321 228

The resolution has been passed in secret ballot.

RESOLUTION NO. 45 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Katarzyna Łobos from liability for her activities as Secretary of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 551 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 551 Votes in favour: 825 458 436 Votes against: 25 696 907 Abstentions: 321 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 46 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Ewa Gąsiorek from liability for her activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 551 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 551 Votes in favour: 825 458 436 Votes against: 25 696 907 Abstentions: 321 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 47 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Kazimierz Mordaszewski from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 546 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 546 Votes in favour: 825 458 431 Votes against: 25 696 907 Abstentions: 321 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 48 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Mikołaj Pietrzak from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 551 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 551 Votes in favour: 825 458 421 Votes against: 25 696 907 Abstentions: 321 223

The resolution has been passed in secret ballot.

RESOLUTION NO. 49 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Ireneusz Sitarski from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 498 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 498 Votes in favour: 825 458 389 Votes against: 25 696 900 Abstentions: 321 209

The resolution has been passed in secret ballot.

RESOLUTION NO. 50 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Marian Sewerski from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 551 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 551 Votes in favour: 825 458 441 Votes against: 25 696 902 Abstentions: 321 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 51 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Ewa Sowińska from liability for her activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 551 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 551 Votes in favour: 825 458 436 Votes against: 25 696 907 Abstentions: 321 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 52 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Tomasz Sójka from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 546 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 546 Votes in favour: 825 458 436 Votes against: 25 696 902 Abstentions: 321 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 53 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Piotr Wielowieyski from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 546 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 546 Votes in favour: 825 458 436 Votes against: 25 696 902 Abstentions: 321 208

The resolution has been passed in secret ballot.

RESOLUTION NO. 54 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

on the discharge of duties in the year 2024

Section 1

Acting pursuant to Art. 395.2.3 of the Commercial Companies Code in conjunction with Art. 7.7.2 of the Company's Articles of Association, the Annual General Meeting of ORLEN S.A. hereby resolves to discharge Tomasz Zieliński from liability for his activities as Member of the Supervisory Board of the Company in the financial year 2024.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 546 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 546 Votes in favour: 825 458 386 Votes against: 25 696 902 Abstentions: 321 258

The resolution has been passed in secret ballot.

RESOLUTION NO. 55 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to endorse the Supervisory Board's report on remuneration of members of the Management Board and the Supervisory Board for 2024

Section 1

Acting pursuant to Art. 395.2.1 of the Commercial Companies Code in conjunction with Art. 90g.6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated 29 July 2005, the Annual General Meeting of ORLEN S.A., having considered the auditor's assessment of the report of the Supervisory Board of ORLEN S.A. on remuneration of members of the Management Board and the Supervisory Board for 2024, hereby resolves to endorse the report.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 501 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 501 Votes in favour: 720 670 853 Votes against: 130 805 642 Abstentions: 6

The resolution has been passed in secret ballot.

RESOLUTION NO. 56 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to consent to the acquisition by the Company of all shares in Energomedia spółka z ograniczoną odpowiedzialnością of Trzebinia, entered in the Business Register of the National Court Register under No. KRS 0000067731, from ORLEN Południe Spółka Akcyjna.

Acting pursuant to Art. 7.7.15 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves as follows:

Section 1

The Annual General Meeting consents to the acquisition by the Company, from ORLEN Południe Spółka Akcyjna of Trzebinia, of 54,356 (fifty-four thousand, three hundred and fifty-six) shares, with a par value of PLN 500 (five hundred złoty) per share and a total par value of PLN 27,178,000 (twenty-seven million, one hundred and seventy-eight thousand złoty), representing 100% (one hundred percent) of the share capital of Energomedia spółka z ograniczoną odpowiedzialnością of Trzebinia, entered in the Business Register of the National Court Register under No. KRS 0000067731, for a total consideration of PLN 21,536,000 (twenty-one million, five hundred and thirty-six thousand złoty), which – in accordance with the Locked Box mechanism applied – may be subject to upward or downward revision in line with the results of accounting for changes in working capital and net debt (the "Parameters"), with the materiality threshold below which no such revision shall be made set at PLN 500 thousand (five hundred thousand złoty) for each of the Parameters.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 501 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 501 Votes in favour: 793 391 404 Votes against: 2 Abstentions: 58 085 095

The resolution has been passed in secret ballot.

RESOLUTION NO. 57 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to determine the number of Supervisory Board Members

Section 1

Acting pursuant to Section 14.2 of the Rules of Procedure for the General Meeting of the Company, the Annual General Meeting hereby resolves that the Supervisory Board of ORLEN S.A. shall consist of 11 members.

Section 2

This Resolution shall take effect upon adoption.

Number of shares validly voted: 851 476 501 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 501 Votes in favour: 813 897 270 Votes against: 618 Abstentions: 37 578 613

RESOLUTION NO. 58 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Chair of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Mr Wojciech Popiołek to the Supervisory Board as Chair of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 501 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 501 Votes in favour: 751 185 050 Votes against: 99 835 096 Abstentions: 456 355

The resolution has been passed in secret ballot.

RESOLUTION NO. 59 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Mr Michał Gajdus as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 501 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 501 Votes in favour: 751 184 450 Votes against: 99 835 696 Abstentions: 456 355

The resolution has been passed in secret ballot.

RESOLUTION NO. 60 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Ms Ewa Gąsiorek as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 501 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 501 Votes in favour: 751 184 449 Votes against: 99 835 701 Abstentions: 456 351

RESOLUTION NO. 61 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Ms Katarzyna Łobos as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 501 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 501 Votes in favour: 751 184 449 Votes against: 99 835 701 Abstentions: 456 351

RESOLUTION NO. 62 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Mr Kazimierz Mordaszewski as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 465 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 465 500 Votes in favour: 751 184 449 Votes against: 99 835 696 Abstentions: 445 355

RESOLUTION NO. 63 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Mr Mikołaj Pietrzak as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 500 Votes in favour: 751 184 429 Votes against: 99 835 716 Abstentions: 456 355

RESOLUTION NO. 64 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Mr Marian Sewerski as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 500 Votes in favour: 751 184 449 Votes against: 99 835 701 Abstentions: 456 350

RESOLUTION NO. 65 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Ms Ewa Sowińska as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 500 Votes in favour: 751 184 454 Votes against: 99 835 696 Abstentions: 456 350

RESOLUTION NO. 66 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Mr Piotr Wielowieyski as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 500 Votes in favour: 751 184 449 Votes against: 99 835 701 Abstentions: 456 350

RESOLUTION NO. 67 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to appoint Member of the Supervisory Board

Section 1

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Annual General Meeting of the Company hereby resolves to appoint Mr Tomasz Zieliński as Member of the Supervisory Board.

Section 2

This Resolution shall take effect as of its date.

Number of shares validly voted: 851 476 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 500 Votes in favour: 751 184 454 Votes against: 99 835 696 Abstentions: 456 350

RESOLUTION NO. 68 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to amend Resolution No. 5 of the Company's Extraordinary General Meeting of January 24th 2017 regarding rules of determining of the Supervisory Board remuneration, changed by the Resolution No. 45 of the Company's Extraordinary General Meeting of June 14th 2019

Acting pursuant to Art. 2.2.1 and Art. 10 of the Act on the Rules of Remunerating Persons Who Direct Certain Companies of June 9th 2016 (unified text Dz. U. of 2020, item 1907), the Annual General Meeting of ORLEN S.A. (the "Company") hereby resolves as follows:

Section 1

The § 1 item 1 of the Resolution No. 5 of the Company's Extraordinary General Meeting of January 24th 2017 regarding rules of determining of the Supervisory Board remuneration, is changed as follows: 30

"1. The monthly remuneration for members of the Supervisory Board is determined as a product of the basis of the dimension referred to in Art. 1.3.11 of the Act of on the Rules of Remunerating Persons Who Direct Certain Companies of June 9th 2016 , taking into account other legal acts changing or modifying the assessment basis, including the provisions of acts on special solutions for the implementation of the budget act for a given year, and the following factor:

a) for the Chairperson of the Supervisory Board - 3,025

b) for the other members of the Supervisory Board - 2,75.".

Section 2

This Resolution shall take effect upon adoption.

Number of shares validly voted: 851 476 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 500 Votes in favour: 650 876 620 Votes against: 95 472 426 Abstentions: 105 127 454

The resolution has been passed in secret ballot.

RESOLUTION NO. 69 OF THE ANNUAL GENERAL MEETING OF ORLEN SPÓŁKA AKCYJNA (THE "COMPANY") of 5 June 2025

to amend the resolution no. 4 of the Company's Extraordinary General Meeting of 24 January 2017 on the remuneration policy for members of the Management Board, as amended by the resolution no. 29 of the Company's Ordinary General Meeting of 30 June 2017, the resolution no. 4 of the Company's Extraordinary General Meeting of 2 February 2018, the resolution no 1 of the Company's Ordinary General Meeting of 17 July 2018 and the resolution no. 44 of the Company's Ordinary General Meeting of 14 June 2019.

Acting pursuant to Art. 378 § 2 of the Act of 15 September 2000 - Code of Commercial Companies (Journal of Laws of 2024, item 18 and 96) and Art 2.1 , Art. 2.2.1 and Art. 4.3. of the Act on the Rules of Remunerating Persons Who Direct Certain Companies of 9 June 2016 (Journal of Laws of 2020, item 1907), the Ordinary General Meeting of ORLEN S.A. resolves as follows:

Section 1

The resolution no. 4 of the Company's Extraordinary General Meeting of 24 January 2017 to determine the rules of remunerating members of the Management Board, shall be amended as follows:

  1. Art. 2.2 shall be replaced by the following:

'2. The amount of the monthly Fixed Remuneration of the Members of the Management Board shall be determined by the Supervisory Board in an amount range falling within the range of 7- to 15-fold of the basis of assessment understood as the arithmetic mean of the amount of average monthly remunerations in the sector of enterprises without payments of rewards from profit, announced by the President of the Central Statistical Office, from 12 quarters of 3 full consecutive years preceding the year for which the basis of assessment is established.',

  1. Art. 3.2b shall be replaced by the following:

'2b. A catalogue of Management Objectives is established, including in particular:

  • a) Implementation of ORLEN Group strategy,
  • b) Implementation of ORLEN Group Sustainable Development Strategy and Transformation Plan,
  • c) Implementation of strategic and integration projects, in accordance with the adopted budget and schedule of investments in ORLEN Group,
  • d) Increasing the efficiency of operations in ORLEN Group,
  • e) Improvement of cost effectiveness in ORLEN Capital Group,
  • f) Increase in Total Shareholder Return ORLEN S.A. to the market,
  • g) Decreasing the accident rate ORLEN Group,
  • h) Developing the portfolio of projects for research, development, innovation and digitalisation in ORLEN Group,
  • i) Implementation of initiatives supporting the professional development of women.'.

  • in Art. 3.3b, the introductory sentence shall be replaced by the following:

'3b. Additional Management Objectives are established, conditioning the payment of the variable part of the remuneration in the form of:'.

  1. in Art.3.3b point a shall be replaced by the following:

''a) the application of remuneration principles for members of the management and supervisory bodies that are in line with the provisions of the Act, taking into account other legal acts amending or modifying the basis of assessment, including the provisions of the Acts on special arrangements for the implementation of the Budget Act for a given year, in all companies of the Capital Group,'.

Section 2

The Company's Supervisory Board is obliged to determine the amount of the fixed remuneration of the Members of the Management Board and to amend the management service contracts concluded with the Members of the Management Board in accordance with the resolution no. 4 of the Extraordinary General Meeting of the Company of 24 January 2017 on the principles of shaping the remuneration of the Members of the Management Board as amended by this resolution within 3 months from the date of entry into force of this resolution.

Section 3

This Resolution shall take effect upon adoption.

Number of shares validly voted: 851 476 500 Percentage of share capital represented by validly voted shares: 73,34% Total number of valid votes: 851 476 500 Votes in favour: 594 535 439 Votes against: 90 157 838 Abstentions: 166 783 223

The resolution has been passed in secret ballot.

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