Pre-Annual General Meeting Information • Sep 30, 2025
Pre-Annual General Meeting Information
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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 Extraordinary General Meeting of ORLEN S.A. hereby appoints Mr/Ms ………………… as Chair of the General Meeting.
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
The resolution has been passed in secret ballot.
The Extraordinary General Meeting of ORLEN S.A hereby resolves to adopt the following agenda:
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
Pursuant to Section 8 of the Rules of Procedure for the General Meeting of the Company, the Extraordinary General Meeting of ORLEN S.A. hereby appoints the following persons to the Ballot Committee:
| - | …………… | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| - | ……………… | ||||||||||
| - | ……………… |
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
The resolution has been passed in secret ballot.
Pursuant to Section 14.2 of the Rules of Procedure for the General Meeting of the Company, the Extraordinary General Meeting hereby resolves that the Supervisory Board of ORLEN S.A. shall consist of .... members.
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Number of shares validly voted as percentage of share capital: ... Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
Pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Extraordinary General Meeting of the Company hereby resolves to dismiss ……………….. from the Supervisory Board.
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
The resolution has been passed in secret ballot.
Pursuant to Art. 385.1 of the Commercial Companies Code and Art. 8.2.2 of the Company's Articles of Association, the Extraordinary General Meeting of the Company hereby resolves to appoint ……………….. to the Supervisory Board.
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
The resolution has been passed in secret ballot.
Pursuant to Art. 430.1 of the Commercial Companies Code, the Extraordinary General Meeting of ORLEN S.A. hereby resolves to make the following amendments to the Company's Articles of Association:
1) The definitions of Fuel and Energy in Article 1.4, which read as follows:
"Fuels" – shall mean crude oil, petroleum products, biocomponents, biofuels and other fuels, including natural gas, industrial gases and fuel gases.
"Energy" – shall mean electricity, heat, tradable rights attached to certificates of origin for electricity or energy saving certificates, guarantees of origin of electricity, and capacity trading on the secondary market."
shall be amended to read as follows:
"Fuels" – shall mean crude oil, petroleum products, biocomponents, biofuels and other fuels, including natural gas, industrial gases, fuel gases, propane-butane, biogas, biomethane, as well as related tradable rights, guarantees of origin, and sustainability certificates.
"Energy" – shall mean electricity, heat, tradable rights attached to certificates of origin for electricity or energy saving certificates, guarantees of origin of electricity, and capacity trading."
2) Article 8.12.6(a), reading as follows:
"6. assumption of any other liability whose amount, whether as a result of a single legal transaction or a series of related legal transactions executed during one financial year, exceeds the equivalent of one-fifth of the Company's share capital, excluding:
a) any actions taken in the ordinary course of business, including, without limitation, any actions related to:
Energy trading, provision of electricity grid ancillary services, handling switching by customers to a different electricity or heat supplier, or provision, delivery or exercise of any related services, products or rights, including operating processes related to the supply, transmission or distribution of electricity or heat,
certification of capacity market units, including for the purposes of participation in capacity auctions on the capacity market,
trading in natural gas storage capacities and associated withdrawal and injections capacities, trading in natural gas transmission or distribution network capacities, and trading in LNG regasification capacities,
hedging against movements in Fuel and/or Energy prices, CO2 emission allowances, or any financial instruments related to hedging against financial and/or commodity risks;"
shall be amended to read as follows:
"6. assumption of any other liability whose amount, whether as a result of a single legal transaction or a series of related legal transactions executed during one financial year, exceeds the equivalent of one-fifth of the Company's share capital, excluding:
a) a) any actions taken in the ordinary course of business, including, without limitation, any actions related to:
Fuel trading, purchase or sale, or Fuel-related services (including the provision of storage, transmission, distribution, regasification, and/or liquefaction services);
Energy trading, provision of services (including electricity grid ancillary services), handling switching by customers to a different electricity supplier, or provision, delivery or exercise of any services, products or rights related to Energy in Energy market processes and electricity grid operating processes (including processes related to the generation, transformation, transmission, storage, distribution, and/or consumption of Energy);
certification of capacity market units, including for the purposes of participation in capacity auctions on the capacity market,
hedging against movements in Fuel and/or Energy prices, CO2 emission allowances, or any financial instruments related to hedging against financial and/or commodity risks;"
This Resolution shall come into force upon its adoption, with effect from the date when the amendments are entered in the business register of the National Court Register.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
Pursuant to Art. 430.1 of the Commercial Companies Code, the Extraordinary General Meeting of ORLEN S.A. hereby resolves to amend Art. 8.11.5 of the Company's Articles of Association, which currently reads as follows:
"5. Appointing an audit firm to audit or review the financial statements of the Company and the consolidated financial statements of the Group and to provide assurance services with respect to sustainability reporting;"
to read as follows:
"5. Appointing an audit firm to audit or review the financial statements of the Company and the consolidated financial statements of the Group and to provide assurance services with respect to the Company's and/or the Group's sustainability reporting;"
This Resolution shall come into force upon its adoption, with effect from the date when the amendments are entered in the business register of the National Court Register.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
Acting pursuant to Art. 430.1 of the Commercial Companies Code, the Extraordinary General Meeting of ORLEN Spółka Akcyjna hereby resolves to restate the Articles of Association of ORLEN S.A., as amended by the Extraordinary General Meeting, with the restated Articles of Association to read as follows:
The Company was established as a result of the transformation of a state-owned enterprise under the name of Mazowieckie Zakłady Rafineryjne i Petrochemiczne of Płock in accordance with the Polish laws on privatisation of state-owned enterprises. ------------------------------------------------------
The Company's founder is the State Treasury of Poland.-----------------------------------------------------
The Company operates under the name of: ORLEN Spółka Akcyjna. The Company may use the abbreviated name of: ORLEN S.A. ---------------------------------------------------------------------------------
Unless expressly stated otherwise in these Articles of Association, the following capitalised terms shall have the following meanings: ---------------------------------------------------------------------------------
"Group" – shall mean a group within the meaning of the Accounting Act.---------------------------------
"Fuels" – shall mean crude oil, petroleum products, biocomponents, biofuels and other fuels, including natural gas, industrial gases, fuel gases, propane-butane, biogas, biomethane, as well as related tradable rights, guarantees of origin, and sustainability certificates.--------------------------
"Energy" – shall mean electricity, heat, tradable rights attached to certificates of origin for electricity or energy saving certificates, guarantees of origin of electricity, and capacity trading."----------------
"Material Transaction" – shall mean a material transaction within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005.---------------------------------------------------------------------------------
"Parent" – shall mean any entity that meets at least one of the following conditions: ------------------
This definition shall not apply to Art. 7.11.1–7 hereof. ---------------------------------------------------------
"Related Party" – shall mean a related party of the Company within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005.---------------------------------------------------------------------------------
"Subsidiary" – shall mean any entity in relation to which another entity is its Parent; this definition shall not apply to Art. 7.11.1–7 hereof.-----------------------------------------------------------------------------
"Company" – shall mean ORLEN S.A.-----------------------------------------------------------------------------
The Company's registered office shall be in Płock, Poland.----------------------------------------------------------------
| The Company's principal business activity shall comprise: --------------------------------------------------- |
|
|---|---|
| 1. | Manufacture and processing of refined petroleum products (PKD 19.20.Z)-------------------- |
| 2. | Manufacture of basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic |
| rubber in primary forms (PKD 20.1)---------------------------------------------------------------------- | |
| 3. | Manufacture of other chemical products (PKD 20.5)------------------------------------------------- |
| 4. | Retail sale of automotive fuel in specialised stores (PKD 47.3) ----------------------------------- |
| 5. | Other specialised wholesale (PKD 46.7), including wholesale of fuels and related products |
| (PKD 46.71 Z)------------------------------------------------------------------------------------------------- | |
| 6. | Extraction of crude petroleum (PKD 06.1)-------------------------------------------------------------- |
| 7. | Extraction of natural gas (PKD 06.2)--------------------------------------------------------------------- |
| 10. Manufacture of tubes, pipes, hollow profiles and related fittings, of steel (PKD 24.2) ------- |
|
|---|---|
| 11. Manufacture of other products of first processing of steel (PKD 24.3)-------------------------- |
|
| 12. Manufacture of basic precious and other non-ferrous metals (PKD 24.4) ---------------------- |
|
| 13. Casting of metals (PKD 24.5)------------------------------------------------------------------------------ |
|
| 14. Manufacture of structural metal products (PKD 25.1)------------------------------------------------ |
|
| 15. Repair of fabricated metal products, machinery and equipment (PKD 33.1)------------------- |
|
| 16. Electric power generation, transmission, distribution and trade (PKD 35.1)-------------------- |
|
| 17. Manufacture of gas; distribution of gaseous fuels and trade of gas through mains (PKD 35.2) ------------------------------------------------------------------------------------------------------------- |
|
| 18. Production and supply of steam, hot water and air for air-conditioning systems (PKD 35.3) -------------------------------------------------------------------------------------------------------------------- |
|
| 19. Remediation activities and other waste management services (PKD 39.0) -------------------- |
|
| 20. Construction of residential and non-residential buildings (PKD 41.2)---------------------------- |
|
| 21. Construction of utility projects for fluids, electricity and telecommunications (PKD 42.2) --- |
|
| 22. Construction of other civil engineering projects (PKD 42.9)---------------------------------------- |
|
| 23. Demolition and site preparation (PKD 43.1)----------------------------------------------------------- |
|
| 24. Electrical, plumbing and other construction installation activities (PKD 43.2)------------------ |
|
| 25. Other specialised construction activities (PKD 43.9)------------------------------------------------- |
|
| 26. Wholesale and retail sale of motor vehicles, excluding motorcycles (PKD 45.1)-------------- |
|
| 27. Wholesale and retail sale of motor vehicle parts and accessories, except for motorcycles |
|
| (PKD 45.3) ----------------------------------------------------------------------------------------------------- |
|
| 28. Wholesale and retail sale, maintenance and repair of motorcycles and related parts and |
|
| accessories (PKD 45.4) ------------------------------------------------------------------------------------ | |
| 29. Retail sale in non-specialised stores (PKD 47.1) ----------------------------------------------------- |
|
| 30. Retail sale of other goods in specialised stores (PKD 47.7) --------------------------------------- |
|
| 31. Freight rail transport (PKD 49.2)-------------------------------------------------------------------------- |
|
| 32. Freight transport by road and removal services (PKD 49.4) --------------------------------------- |
|
| 33. Transport via pipelines (PKD 49.5)----------------------------------------------------------------------- |
|
| 34. Sea and coastal freight water transport (PKD 50.2)-------------------------------------------------- |
|
| 35. Inland freight water transport (PKD 50.4)--------------------------------------------------------------- |
|
| 36. Warehousing and storage (PKD 52.1)------------------------------------------------------------------- |
|
| 37. Support activities for transportation (PKD 52.2)------------------------------------------------------- |
|
| 38. Hotels and similar accommodation (PKD 55.1) ------------------------------------------------------- |
|
| 39. Restaurants and mobile food service activities (PKD 56.1) ---------------------------------------- |
|
| 40. Event catering and other food service activities (PKD 56.2) --------------------------------------- |
|
| 41. Beverage serving activities (PKD 56.3) ----------------------------------------------------------------- |
|
| 42. Wired telecommunications activities (PKD 61.1)------------------------------------------------------ |
|
| 43. Wireless telecommunications activities other than satellite telecommunications activities (PKD 61.2) ----------------------------------------------------------------------------------------------------- |
|
| 44. Satellite telecommunications activities (PKD 61.3)--------------------------------------------------- |
|
| 45. Other telecommunications activities (PKD 61.9)------------------------------------------------------ |
|
| 46. Computer programming, consultancy and related activities (PKD 62.0) ------------------------ |
|
| 47. Data processing, hosting and related activities; web portals (PKD 63.1) ----------------------- |
|
| 48. Repair of computers and communication equipment (PKD 95.1)--------------------------------- |
|
| 49. Renting and leasing of other machinery, office equipment and tangible goods (PKD 77.3) |
|
| 50. Monetary intermediation (PKD 64.1)--------------------------------------------------------------------- |
|
| 51. Activities of holding companies (PKD 64.2) ------------------------------------------------------------ |
|
| 52. Other financial service activities, except insurance and pension funding (PKD 64.9)-------- |
|
| 53. Activities auxiliary to financial services, except insurance and pension funding (PKD 66.1) |
|
| 54. Activities auxiliary to insurance and pension funding (PKD 66.2)--------------------------------- |
|
| 55. Accounting, bookkeeping and auditing activities; tax consultancy (PKD 69.2) ---------------- |
|
| 56. Management consultancy activities (PKD 70.2)------------------------------------------------------- |
|
| 57. | Architectural and engineering activities and related technical consultancy (PKD 71.1) ----- |
|---|---|
| 58. | Advertising (PKD 73.1)-------------------------------------------------------------------------------------- |
| 59. | Other professional, scientific and technical activities n.e.c. (PKD 74.9)------------------------- |
| 60. | Activities of employment placement agencies (PKD 78.1) ----------------------------------------- |
| 61. | Other human resources provision (PKD 78.3)--------------------------------------------------------- |
| 62. | Regulation of the activities of providing health care, education, cultural services and other |
| social services, excluding social security (PKD 84.12.Z) ------------------------------------------- |
|
| 63. | Business support service activities n.e.c. (PKD 82.9) ----------------------------------------------- |
| 64. | Provision of services to the community as a whole (PKD 84.2), including fire service |
| activities (PKD 84.25.Z)------------------------------------------------------------------------------------- | |
| 65. | Other education (PKD 85.5) ------------------------------------------------------------------------------- |
| 66. | Retail sale of beverages in specialised stores (PKD 47.25.Z)------------------------------------- |
| 67. | Publishing of newspapers (PKD 58.13.Z) -------------------------------------------------------------- |
| 68. | Security and commodity contracts brokerage (PKD 66.12.Z) -------------------------------------- |
| 69. | Activities of head offices and holding companies, excluding financial holding companies |
| (PKD 70.10.Z) ------------------------------------------------------------------------------------------------- |
|
| 70. | Wholesale on a fee or contract basis (PKD 46.1), including activities of agents involved in |
| the sale of fuels, ores, metals and industrial chemicals (PKD 46.12.Z)-------------------------- | |
| 71. | Wholesale of fruit and vegetables (PKD 46.31.Z) ---------------------------------------------------- |
| 72. | Wholesale of meat and meat products (PKD 46.32.Z) ---------------------------------------------- |
| 73. | Wholesale of milk, dairy products, eggs, edible oils and fats (PKD 46.33.Z)------------------- |
| 74. | Wholesale of alcoholic beverages (PKD 46.34.A)---------------------------------------------------- |
| 75. | Wholesale of non-alcoholic beverages (PKD 46.34.B) ---------------------------------------------- |
| 76. | Wholesale of tobacco products (PKD 46.35.Z)-------------------------------------------------------- |
| 77. | Wholesale of sugar, chocolate, confectionery and bakery products (PKD 46.36.Z)---------- |
| 78. | Wholesale of coffee, tea, cocoa and spices (PKD 46.37.Z)---------------------------------------- |
| 79. | Wholesale of other food, including fish, crustaceans and molluscs (PKD 46.38.Z)----------- |
| 80. | Wholesale of non-specialised food, beverages and tobacco products (PKD 46.39.Z)------- |
| 81. | Wholesale of clothing and footwear (PKD 46.42.Z) -------------------------------------------------- |
| 82. | Wholesale of electrical household appliances (PKD 46.43.Z) ------------------------------------- |
| 83. | Wholesale of porcelain, ceramic and glass products and cleaning products (PKD 46.44.Z) |
| 84. 85. |
Wholesale of perfume and cosmetics (PKD 46.45.Z)------------------------------------------------ Wholesale of pharmaceutical and medical products (PKD 46.46.Z) ----------------------------- |
| 86. | Wholesale of watches, clocks and jewellery (PKD 46.48.Z) --------------------------------------- |
| 87. | Wholesale of other household appliances (PKD 46.49.Z) ------------------------------------------ |
| 88. | Non-specialised wholesale (PKD 46.90.Z) ------------------------------------------------------------- |
| 89. | Extraction of salt (PKD 08.93.Z) -------------------------------------------------------------------------- |
| 90. | Digging, drilling and boring for geological and engineering purposes --------------------------- |
| 91. | Support activities for other mining and quarrying operations -------------------------------------- |
| 92. | Mining of chemical and fertiliser minerals -------------------------------------------------------------- |
| 93. | Other mining and quarrying n.e.c.------------------------------------------------------------------------ |
| 94. | Wholesale of chemical products -------------------------------------------------------------------------- |
| 95. | Wholesale of other intermediate products -------------------------------------------------------------- |
| 96. | Plumbing, heat, gas and air-conditioning installation ------------------------------------------------ |
| 97. | Maintenance and repair of motor vehicles other than motorcycles ------------------------------- |
| 98. | Warehousing and storage of gaseous fuels------------------------------------------------------------ |
| 99. | Manufacture of industrial gases--------------------------------------------------------------------------- |
| 100. | Wholesale of waste and scrap-------------------------------------------------------------------------- |
| 101. | Other research and experimental development on natural sciences and engineering---- |
| 102. | Other technical testing and analyses ----------------------------------------------------------------- |
| 103. | Installation of industrial machinery and equipment ------------------------------------------------ |
| 104. | Financial leasing ------------------------------------------------------------------------------------------- |
| 105. | Other financial service activities, except insurance and pension funding n.e.c., including |
|---|---|
| debt trading for own account---------------------------------------------------------------------------- | |
| 106. | Other credit granting -------------------------------------------------------------------------------------- |
| 107. | Activities on financial markets for third party's account (e.g. security brokerage) and |
| related activities -------------------------------------------------------------------------------------------- |
|
| 108. | Security contracts brokerage --------------------------------------------------------------------------- |
| 109. | Commodity contracts brokerage ---------------------------------------------------------------------- |
| 110. | Administration of financial markets -------------------------------------------------------------------- |
| 111. | Agents involved in the sale of a variety of goods--------------------------------------------------- |
| 112. | Wholesale of hardware, plumbing and heating equipment and supplies --------------------- |
| 113. | Computer facilities management----------------------------------------------------------------------- |
| 114. | Other information technology and computer service activities ---------------------------------- |
| 115. | Reproduction of recorded media----------------------------------------------------------------------- |
| 116. | Repair and maintenance of electronic and optical equipment ---------------------------------- |
| 117. | Repair and maintenance of electrical equipment -------------------------------------------------- |
| 118. | Wholesale of electronic and telecommunications equipment and parts ---------------------- |
| 119. | Wholesale of other office machinery and equipment---------------------------------------------- |
| 120. | Wholesale of other machinery and equipment------------------------------------------------------ |
| 121. | Publishing of directories and mailing lists------------------------------------------------------------ |
| 122. | Other software publishing-------------------------------------------------------------------------------- |
| 123. | Other information service activities n.e.c.------------------------------------------------------------ |
| 124. | Activities of insurance agents and brokers ---------------------------------------------------------- |
| 125. | Leasing of intellectual property and similar products, except copyrighted works----------- |
| 126. | Repair and maintenance of (tele)communications equipment ---------------------------------- |
| 127. | Repair and maintenance of consumer electronics------------------------------------------------- |
| 128. | Other services activities n.e.c.-------------------------------------------------------------------------- |
| 129. | Activities of call centre------------------------------------------------------------------------------------ |
| 130. | Other publishing activities ------------------------------------------------------------------------------- |
| 131. | Pre-press and pre-media services--------------------------------------------------------------------- |
| 132. | Other printing ----------------------------------------------------------------------------------------------- |
| 133. | Photocopying, document preparation and other specialised office support activities ----- |
| 134. | Other business support service activities n.e.c. ---------------------------------------------------- |
| 135. | Water collection, treatment and supply--------------------------------------------------------------- |
| 136. | Library activities -------------------------------------------------------------------------------------------- |
| 137. | Archives activities------------------------------------------------------------------------------------------ |
| 138. | Museum activities------------------------------------------------------------------------------------------ |
| 139. | Buying and selling of own real estate----------------------------------------------------------------- |
| 140. | Managing real estate on a fee- or contract-basis -------------------------------------------------- |
| 141. | Renting and operating of own or leased real estate----------------------------------------------- |
| 142. | Rental and leasing services of cars and light motor vehicles ----------------------------------- |
| 143. | Renting and leasing of other motor vehicles, except of motorcycles -------------------------- |
| 144. | Tour operator activities ----------------------------------------------------------------------------------- |
| 145. | Holiday and other short-stay accommodation ------------------------------------------------------ |
| 146. | Camping grounds, recreational vehicle parks and trailer parks--------------------------------- |
| 147. | Other accommodation ------------------------------------------------------------------------------------ |
| 148. | Retail sale in non-specialised stores with food, beverages or tobacco predominating---- |
| 149. | Activities related to organisation of fairs, exhibitions and conventions------------------------ |
| 150. | Other amusement and recreation activities---------------------------------------------------------- |
| 151. | Other passenger land transport n.e.c. ---------------------------------------------------------------- |
| 152. | Retail sale via mail order houses or via Internet (PKD 47.91.Z)-------------------------------- |
| 153. | Other retail sale not in stores, stalls or markets (PKD 47.99.Z) -------------------------------- |
3
The Company shall operate in the Republic of Poland and abroad.----------------------------------------
4
The Company may acquire and dispose of shares in other companies, acquire, dispose of, lease and rent businesses, establishments, real property, movables and property rights, acquire and dispose of interests in income or assets of other companies, establish commercial-law companies and partnerships and civil-law partnerships, become a partner in joint ventures, form branches, establishments, representative offices and other organisational units, as well as take any and all legal and practical actions falling within the scope of its business that are not forbidden by law. ---
In performance of its business activities as listed in Art. 2.2 hereof, the Company shall carry out tasks to enhance the energy security of the Republic of Poland.--------------------------------------------
6 1. Prior written consent of the minister responsible for energy affairs shall be required for any of the following actions, with the decision whether to grant it subject to obtaining a prior opinion of the entity authorised to exercise the rights carried by Company shares held by the State Treasury: ------------------------------------------------------------------------------------------------------------
The Company's share capital shall amount to PLN 1,451,177,561.25 (one billion, four hundred and fifty-one million, one hundred and seventy-seven thousand, five hundred and sixty-one złoty, twenty-five grosz) and shall be divided into 1,160,942,049 (one billion, one hundred and sixty million, nine hundred and forty-two thousand, forty-nine) shares with a par value of PLN 1.25 (one złoty, twenty-five grosz) per share, including: --------------------------------------------------------------------
Conversion of bearer shares into registered shares shall not be permitted.------------------------------
3
The Company's share capital may be increased by issuing new shares or increasing the par value of the existing shares.--------------------------------------------------------------------------------------------------
1
The Company shall create statutory reserve funds to cover losses that may arise in connection with its activities. Annual contributions to the statutory reserve funds shall amount to 8% or more of the net profit for each financial year and shall be made until the statutory reserve funds reach at least one-third of the share capital amount. The General Meeting shall set the amount of annual contributions to the statutory reserve funds. The statutory reserve funds shall also include any excess of the issue proceeds received by the Company over the par value of shares (share premium), net of the issue costs, as well as contributions to equity made by shareholders. The General Meeting shall determine the allocation of the statutory reserve funds, provided, however, that a portion of the statutory reserve funds equal to one-third of the share capital may be used exclusively for coverage of losses shown in the Company's financial statements.----------------------
2
The Company shall create other capital reserves from distributions from net profit allocated to such capital reserves. The General Meeting shall set the amount of distributions to be allocated to other capital reserves. Other capital reserves may be allocated to cover any specific losses or expenses, to increase the share capital, and to distribute dividends. The Company may also create other funds, reserves and special accounts as provided for in the applicable laws or regulations. ---------
The Company's net profit shall be allocated to dividend distributions, funds and capital reserves created by the Company, and to other purposes, in accordance with the General Meeting's resolution.-----------------------------------------------------------------------------------------------------------------
General Meetings shall be held at the Company's registered office or in Warsaw. ---------------------
2
The Management Board shall convene the General Meeting when required under these Articles of Association or the Commercial Companies Code.--------------------------------------------------------------
An Annual General Meeting shall be held within six months from the end of each financial year. --
4
The Supervisory Board may convene an Extraordinary General Meeting if it sees fit to do so. The Supervisory Board may convene an Annual General Meeting if the Management Board has failed to convene it within two weeks from the Supervisory Board's submission of the relevant request. -
6
The General Meeting shall be convened as provided for and subject to the rules specified in the laws of general application.-------------------------------------------------------------------------------------------
The powers of the General Meeting shall include in particular: ----------------------------------------------
7a
No consent of the General Meeting shall be required for any acquisition of real property, or of a perpetual usufruct title to or other interest in real property, irrespective of its value, or for any disposal of real property, or of a perpetual usufruct title to or other interest in real property, with a net carrying amount not exceeding one-twentieth of the Company's share capital. --------------------
8
Unless the Commercial Companies Code or these Articles of Association provide otherwise, resolutions of the General Meeting shall be passed by an absolute majority of votes cast, with the proviso that votes cast shall be deemed to comprise votes 'in favour of', votes 'against' and abstentions.---------------------------------------------------------------------------------------------------------------
9
shall require a majority of no less than 80% of the votes cast in the presence of shareholders representing at least half of the Company's share capital. ------------------------------------------------
9a
Any resolution not to consider a matter placed on the agenda of a General Meeting may only be passed by the General Meeting for a good cause. The passage by the General Meeting of any resolution not to consider a matter placed on its agenda at the request of a shareholder or shareholders or to remove such matter from the agenda shall require a majority of no less than 75% of the votes cast, with the proviso that the requesting shareholder(s) present at the Meeting give their prior consent not to consider the matter or to remove it from the agenda. -------------------
10
Subject to Art. 7.11 hereof, each Company share shall confer the right to one vote at the General Meeting. Shareholders may attend the General Meeting and exercise their voting rights in person or by proxy. ---------------------------------------------------------------------------------------------------------------
11
The right referred to herein shall also include the right to request that the Company shareholder disclose the number of voting rights held individually or jointly with other Company shareholders. A person who fails to comply, or properly comply, with the disclosure obligation referred to herein may only exercise voting rights attached to one share, and any attempt by the person to exercise voting rights attached to the person's remaining shares shall be ineffective, until such time as the failure is cured.--------------------------------------------------------------------------------------------------
12
Subject to the applicable provisions of the Commercial Companies Code, a change to the Company's principal business activities shall not require repurchase of Company shares. ----------
1
The Supervisory Board shall consist of six to fifteen members, including the Chair. -------------------
2
The Supervisory Board is appointed and removed in the following manner: -----------------------------
The State Treasury's right to appoint a Supervisory Board member expires upon disposal by the State Treasury of all of its shares in the Company.-------------------------------------------------------------
3
The Chair of the Supervisory Board shall be elected and removed by the General Meeting. The General Meeting may elect as the Chair of the Supervisory Board the person appointed thereto pursuant to Art. 8.2.1 hereof. The Deputy Chair and Secretary of the Supervisory Board shall be elected from among other Supervisory Board members and relieved of their positions by the Supervisory Board. -----------------------------------------------------------------------------------------------------
At least two Supervisory Board members shall each meet all of the following criteria (independent Supervisory Board members): ---------------------------------------------------------------------------------------
11) They do not have any significant links to members of the Company's Management Board through involvement in other companies. --------------------------------------------------------------------
Prior to their appointment, independent members of the Supervisory Board shall submit written representations to the effect that they meet the above criteria. If a situation arises that causes noncompliance by a Supervisory Board member with the criteria specified above, the Supervisory Board member shall promptly notify the Company. The Company shall keep its shareholders informed of the current number of independent members of its Supervisory Board. -------------------
If the number of independent members of the Supervisory Board is less than two, the Company's Management Board is obliged to immediately convene a General Meeting and put an item concerning changes in the composition of the Supervisory Board on the agenda of the General Meeting. Until such time as the number of independent members of the Supervisory Board is increased to meet the requirement stipulated herein, the Supervisory Board shall operate in its then current composition, and the provisions of Art. 8.9a hereof shall not apply.------------------------------
The provisions of this Art. 8.5 shall apply accordingly if a Supervisory Board member begins to meet the criteria to be recognised as an independent member of the Supervisory Board in the course of its term.-------------------------------------------------------------------------------------------------------
6
Meetings of the Supervisory Board shall be held on an as-needed basis, but at least once every two months. Furthermore, a meeting shall be convened at a written request made by a shareholder or shareholders representing at least one-tenth of the Company's share capital, by the Management Board or by a Supervisory Board member within no later than two weeks from the date of receipt of the request; the agenda of such meeting must include the matters specified in the request.------------------------------------------------------------------------------------------------------------------ -
7
The Supervisory Board may hold a meeting if all the Supervisory Board members have been duly invited. Supervisory Board meetings may also be held without being formally convened, provided that all Supervisory Board members are present and agree to hold a meeting and to include specific matters on its agenda. -------------------------------------------------------------------------------------------------
8a
During a meeting, the Supervisory Board may consider and resolve on matters not included in the meeting's agenda if all Supervisory Board members are present and so agree. ---------------------- -
9
9a
The passage of resolutions on any of the following matters: -------------------------------------------------
shall require consent by at least half of the independent members of the Supervisory Board, subject to Art. 8.5 hereof.--------------------------------------------------------------------------------------------------------
The above provisions shall be without prejudice to the application of Art. 15.1 and 15.2 of the Commercial Companies Code. --------------------------------------------------------------------------------
The Supervisory Board shall adopt its Rules of Procedure, defining its organisation and operating procedures.---------------------------------------------------------------------------------------------------------------
11
The Supervisory Board shall exercise ongoing supervision over the Company's activities. ----------
The powers and responsibilities of the Supervisory Board shall also include:----------------------------
12
The Management Board shall be required to secure the Supervisory Board's prior consent for any the following actions: ---------------------------------------------------------------------------------------------------
a)acquisition of or subscription for shares in another company where the value of such shares exceeds: -----------------------------------------------------------------------------------------------
– PLN 100,000,000, or------------------------------------------------------------------------------
– 10% of total assets, within the meaning of the Accounting Act of 29 September 1994, as reported in the most recent financial statements received by the General Meeting, ------------------------------------------------------------------------------------------------
b) disposal of shares in another company where the market value of such shares exceeds:
– PLN 100,000,000, or------------------------------------------------------------------------------
– 10% of total assets, within the meaning of the Accounting Act of 29 September 1994, as reported in the most recent financial statements approved by the General Meeting; ------------------------------------------------------------------------------------------------
any actions related to:----------------------------------------------------------------------------------------
Fuel trading, purchase or sale, or Fuel-related services (including the provision of storage, transmission, distribution, regasification, and/or liquefaction services); -----
Energy trading, provision of services (including electricity grid ancillary services), handling switching by customers to a different electricity supplier, or provision, delivery or exercise of any services, products or rights related to Energy in Energy market processes and electricity grid operating processes (including processes related to the generation, transformation, transmission, storage, distribution, and/or consumption of Energy); ---------------------------------------------------------------------------
certification of capacity market units, including for the purposes of participation in capacity auctions on the capacity market, -----------------------------------------------------
hedging against movements in Fuel and/or Energy prices, CO2 emission allowances, or any financial instruments related to hedging against financial and/or commodity risks; -------------------------------------------------------------------------------------
b) any actions that have received a favourable opinion of the Supervisory Board in an annual budget;----------------------------------------------------------------------------------------
a) amendments to the company's articles of association,-------------------------------------
the present value of such infrastructure or, for new projects, including projects being planned, its estimated value exceeds the PLN equivalent of EUR 500,000, ----------
m) entry into an obligational relationship with a foreign entity for, or in connection with, hydrocarbon exploration, appraisal or production as defined in the Geological and Mining Law where the value of the relationship exceeds the PLN equivalent of EUR 5,000,000, ---------------------------------------------------------------------------------------------
with the proviso that items j) to m) above do not apply to credit facility agreements, maintenance services, including overhauls, geophysical, drilling or well services or projects, or to any related services or deliveries, and that item m) does not also apply to a foreign Subsidiary's activities in connection with the execution of contracts and agreements related to the administration of the Subsidiary's organisation in the ordinary course of its business, including employment contracts, use of assets where the related liabilities do not exceed EUR 5,000,000, or general and administrative expenses;------
3) a company which operates a natural gas distribution system if the matter to be voted on concerns:----------------------------------------------------------------------------------------------------
4) a company which operates a natural gas storage system if the matter to be voted on concerns: -------------------------------------------------------------------------------------------------------
The PLN equivalent of the above threshold in EUR shall be determined at the mid EUR to PLN exchange rate as announced by the National Bank of Poland on the day immediately preceding the date of submitting a relevant request for consent to the Supervisory Board or on the date on which the Management Board determines that in view of its value, a given transaction or action does not require such consent.-------------------------------------------------
payment of interim dividend.--------------------------------------------------------------------------------
If the Supervisory Board does not consent to a given action, the Management Board may request that the General Meeting pass a resolution granting consent to such action. ----------------------------
As long as the State Treasury is entitled to appoint a member of the Supervisory Board, the passage of a resolution granting consent to any of the actions referred to in Art. 8.12.5 hereof shall require that Supervisory Board member vote in favour of such resolution. -----------------------------
14
At the request of at least two of its members, the Supervisory Board shall be required to consider undertaking supervisory measures specified in the request. -------------------------------------------------
15
Supervisory Board members delegated to individually perform certain supervisory functions on a permanent basis shall be bound by the same non-compete obligation as Management Board members and shall be subject to restrictions on involvement in competitors of the Company. ------
2
The Supervisory Board shall represent the Company in agreements and contracts between the Company and Management Board members, including agreements governing the terms and conditions of their employment. Such contracts and agreements shall be signed on behalf of the Supervisory Board by two members thereof, who have been duly authorised to sign them pursuant to a Supervisory Board resolution.----------------------------------------------------------------------------------
3
4
The authority to sign (i.e. make declarations of intent) for the Company shall vest in: -----------------
two members of the Management Board acting jointly, or---------------------------------------------------
one member of the Management Board acting jointly with a Commercial Proxy.----------------------
The signature of one member of the Management Board shall be sufficient for the Company to effectively assume an obligation or enter into a legal transaction in the ordinary course of business where the value of such obligation or transaction does not exceed PLN 100,000 (one hundred thousand złoty).----------------------------------------------------------------------------------------------------------
President of the Management Board shall direct the Management Board's activities. President's specific powers in this respect shall be defined by the Rules of Procedure for the Management Board. -------------------------------------------------------------------------------------
6
The Management Board shall adopt the Rules of Procedure for the Management Board, specifying in detail the organisation of the Management Board and the procedures to be followed by the Management Board in managing the Company's affairs, including the manner of voting on resolutions under Art. 9.5.4 hereof; the Rules of Procedure and any amendments thereto shall become effective upon approval by the Supervisory Board.--------------------------------------------------
The passage of a resolution by the Management Board shall be required for any of the following matters:--------------------------------------------------------------------------------------------------------------------
8
The powers and authority of the Management Board to manage the Company's affairs shall be limited by applicable laws and regulations, the provisions of these Articles of Association, and General Meeting resolutions.-----------------------------------------------------------------------------------------
The Management Board shall prepare and adopt annual and long-term budgets and growth strategies for the Company, whose form, scope and submission dates shall be defined by the Supervisory Board. -----------------------------------------------------------------------------------------------------
The Management Board shall prepare and present to the Supervisory Board: --------------------------
11
The Management Board shall prepare and submit to the General Meeting and the Supervisory Board, along with the Directors' Report on the Company's operations in the previous financial year, a report on entertainment expenses, legal costs, marketing costs, public relations and communication expenses, and management consultancy fees, as well as a report on application of best practices referred to in Art. 7.3 of the Act on State Property Management of 16 December 2016 to the extent they are applicable to the Company.-------------------------------------------------------
The reports should be prepared with due regard for the need not to disclose privileged information, including, without limitation, such information as is specified in Art. 428 of the Commercial Companies Code.-------------------------------------------------------------------------------------------------------
11a
b) the condition of the Company, including with respect to its assets, and any material circumstances relating to the management of the Company, including, without limitation, its operations, investment projects and human resources; -----------------------------------------------
c) progress in the implementation of the Company's Strategy as referred to in Art. 9.9 hereof, including on any deviations from the targets or objectives assumed under the Strategy and the reasons for such deviations; ----------------------------------------------------------------------------
d) transactions and other events or circumstances which materially affect, or may materially affect, the Company's assets, including its profitability or liquidity;----------------------------------
e) any changes in any information that has been previously communicated to the Supervisory Board if such changes have, or are likely to have, a material effect on the Company's condition. ----------------------------------------------------------------------------------------------------------
12
with Art. 9.12.3 hereof, prepare and provide to the State Treasury, in fulfilment of the personal rights held by it in the Company as its shareholder, information on:------------------------------------
5) entry into an obligational relationship with a foreign entity for, or in connection with, hydrocarbon exploration, appraisal or production as defined in the Geological and Mining Law where the value of the relationship exceeds the PLN equivalent of EUR 5,000,000,-----
with the proviso that information whose provision is required under items 1) to 5) above shall not include information on credit facility agreements, maintenance services, including overhauls, geophysical, drilling or well services or projects, or any related services or deliveries, and also that information whose provision is required under item 5) above shall not include information on any foreign subsidiary's activities in connection with the execution of contracts and agreements related to the administration of the subsidiary's organisation in the ordinary course of its business, including employment contracts, use of assets where the related liabilities do not exceed EUR 5,000,000, or general and administrative expenses. ---------------------------------
The PLN equivalent of the above threshold in EUR shall be determined at the mid EUR to PLN exchange rate as announced by the National Bank of Poland on the date on which the reporting obligation under this Art. 9.12 arises.---------------------------------------------------------------------------
The Management Board shall submit such annual information as is referred to in Art. 9.12.1 hereof to the entity authorised under applicable legislation to exercise rights attached to Company shares held by the State Treasury and to the minister responsible for energy affairs under the laws and regulations governing the division of powers and responsibilities among governmental departments and other central governmental authorities. ------------------------------
In fulfilment of the personal rights held by the State Treasury in the Company as its shareholder, the Management Board shall, no later than within 21 days from the close of the General Meeting of a Related Party or Subsidiary of the Company held for the following business: --------------------------------------------------------------------------------------------------------
1) a strategic investment project or the Company's involvement in investment projects which are necessary to ensure Poland's energy security,------------------------------------------------
6) approval of annual budgets,-----------------------------------------------------------------------------
provide to the State Treasury detailed information on any decisions made by that General Meeting on such matters as are referred to in Art. 9.13.1.1–6 hereof, including an assessment of their implications for Poland's energy security as referred in Art. 2.5 hereof, with the proviso that information whose provision is required under this Art. 9.13.1 shall not include information on credit facility agreements, maintenance services, including overhauls, geophysical, drilling or well services or projects, or any related services or deliveries, and also that information whose provision is required under item 5) above shall not include information on the activities of any foreign Subsidiary of the Company or of such company as is referred to above in connection with the execution of contracts and agreements related to the administration of the subsidiary's organisation in the ordinary course of its business, including employment contracts, use of assets where the related liabilities do not exceed EUR 5,000,000, or general and administrative expenses. -----------
The PLN equivalent of the above threshold in EUR shall be determined at the mid EUR to PLN exchange rate as announced by the National Bank of Poland on the date on which the reporting obligation under this Art. 9.12 arises. --------------------------------------------------------
After the end of each quarterly period, the Management Board shall, by the end of the month in which the periodic report for that period is released on the Warsaw Stock Exchange, prepare and submit, or procure the preparation and submission, to the Authorised Entity and the minister responsible for energy affairs an economic and financial analysis of the Company and its Related Parties acting as distribution or storage system operators.--------
Such information as is referred to in Art. 9.13.1 and Art. Art. 9.13.2 hereof shall be submitted to the entity authorised under applicable legislation to exercise rights attached to Company shares held by the State Treasury and to the minister responsible for energy affairs under the laws and regulations governing the division of powers and responsibilities among governmental departments and other central governmental authorities.-------------------------
Following expiry of the personal rights held by the State Treasury as a shareholder in the Company, as provided for in Art. 9.12 and Art. 9.13 hereof, upon disposal by the State Treasury of all of its shares in the Company, the obligation to provide annual information to the State Treasury pursuant to those provisions shall be transformed into an obligation towards (and the right of) the State Treasury as a third party and as such shall be performed by submitting such information only to the minister responsible for energy affairs under the laws and regulations governing the division of powers and responsibilities among governmental departments and other central governmental authorities unless required otherwise by the State Treasury. ------------------------------------------------
Non-current assets as defined in the Accounting Act of 29 September 1994, with a market value exceeding 0.1% of the Company's total assets, as reported in the Company's most recent financial statements approved by the General Meeting, may only be disposed of by means of a tender or auction unless the market value of the assets to be disposed of is PLN 20,000 or less. --------------
The Company may dispose of non-current assets without carrying out a tender or auction if:-------
4)in any other justified cases, subject to prior consent of the Supervisory Board; ------------- 5)the disposal is made to a subsidiary;------------------------------------------------------------------- 6)the assets to be disposed of are CO2 emission allowances or their equivalents.----------- Detailed rules for the disposal of non-current assets as referred to in Art. 10.1 and the rules referred to in Art. 10.2.1. shall be prepared by the Management Board and approved by the Supervisory Board.----------------------------------------------------------------------------------------------------------------------
The Management Board shall take steps with a view to introducing into the articles of association of companies of which the Company is the parent as defined in Art. 4.3 of the Act on Competition and Consumer Protection of 16 February 2007, the principles defined in Art. 17.1-4, Art. 17.6 and Art. 17.6a of the Act on State Property Management of 16 December 2016, with due regard for the provisions of Art. 17.5, Art. 18.1, Art. 19.1-3, Art. 19.5 and Art. 22 thereof, as well as the obligation to immediately remove any member of such company's supervisory body who fails to meet the requirements set out in the company's articles of association.-----------------------------------------------
1 The Company's duration shall be unlimited.----------------------------------------------------------------------
2
The Company's financial year shall coincide with the calendar year." -------------------------------------
This Resolution shall come into force upon its adoption, with effect from the date when the amendments made to the Company's Articles of Association pursuant to the Resolution of the Extraordinary General Meeting of ORLEN Spółka Akcyjna dated ............ are entered in the Business Register of the National Court Register.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
Pursuant to Art. 393.2 of the Commercial Companies Code and Art. 7.76 of the Company's Articles of Association, the Extraordinary General Meeting of ORLEN S.A. hereby resolves that ORLEN S.A. shall pursue claims for losses incurred by the Company as a result of actions taken by Daniel Obajtek, former President of the ORLEN S.A. Management Board, in his capacity as such, and accordingly authorises the Management Board of ORLEN S.A. to bring claims against Daniel Obajtek for:
misappropriating ORLEN S.A.'s assets to cover personal expenses, unrelated to his service in the capacity of President of the ORLEN S.A. Management Board, during his term in office;
misapplying, and failing to exercise adequate oversight of the application of, the Company's fuel pricing policy on the Polish market in the second half of 2023, which manifested in ORLEN S.A.'s unreasonable underselling of fuels in wholesale trade against its best interest;
failing to exercise adequate oversight of the application by ORLEN Trading Switzerland GmbH of resources made available thereto by ORLEN S.A. under intra-Group financing arrangements, which resulted in these resources being misapplied and becoming unrecoverable for ORLEN S.A.
The decision to pursue claims also extends to losses caused by events that occurred in the financial years for which Daniel Obajtek was granted discharge from liability by the General Meeting, as the General Meeting had not been adequately notified of those events and their consequences prior to resolving on the discharge.
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
The resolution has been passed in secret ballot.
Pursuant to Art. 393.2 of the Commercial Companies Code and Art. 7.76 of the Company's Articles of Association, the Extraordinary General Meeting of ORLEN S.A. hereby resolves that ORLEN S.A. shall pursue claims for losses incurred by the Company as a result of actions taken by Michał Róg, former Member of the ORLEN S.A. Management Board, in his capacity as such, and accordingly authorises the Management Board of ORLEN S.A. to bring claims against Michał Róg for:
misappropriating ORLEN S.A.'s assets to cover personal expenses, unrelated to his service in the capacity of Member of the ORLEN S.A. Management Board, during his term in office;
misapplying, and failing to exercise adequate oversight of the application of, the Company's fuel pricing policy on the Polish market in the second half of 2023, which manifested in ORLEN S.A.'s unreasonable underselling of fuels in wholesale trade against its best interest;
failing to exercise adequate oversight of the application by ORLEN Trading Switzerland GmbH of resources made available thereto by ORLEN S.A. under intra-Group financing arrangements, which resulted in these resources being misapplied and becoming unrecoverable for ORLEN S.A.
The decision to pursue claims also extends to losses caused by events that occurred in the financial years for which Michał Róg was granted discharge from liability by the General Meeting, as the General Meeting had not been adequately notified of those events and their consequences prior to resolving on the discharge.
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
The resolution has been passed in secret ballot.
to approve the disposal of a registered branch operating as ORLEN Spółka Akcyjna – Oddział Laboratorium Pomiarowo Badawcze PGNiG (Measurement and Testing Laboratory Branch) of Warsaw, with its registered office at ul. Marcina Kasprzaka 25, 01-224 Warsaw (the "Branch"), to Polska Spółka Gazownictwa Sp. z o.o. of Tarnów (Number in the National Court Register: KRS 0000374001) ("PSG"), with the disposal to be effected by contributing the Branch to PSG as a contribution in kind and subscribing for all newly issued shares in the increased share capital of PSG
The Extraordinary General Shareholders' Meeting, acting according to the Article 393(3) of the Code of Commercial Partnerships and Companies and § 7 section (7) and (15) of the Articles of Association of the Company, hereby adopts as follows:
contracts, lease contracts, utility contracts, concluded both with external entities and with companies from the capital group of the Company;
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
Pursuant to Art. 400.4 of the Commercial Companies Code, the Extraordinary General Meeting of the Company hereby resolves that the Company shall cover the costs of convening and holding the Extraordinary General Meeting.
This Resolution shall take effect upon adoption.
Number of shares validly voted: ... Percentage of share capital represented by validly voted shares: ... % Total number of valid votes: ... Votes in favour: ... Votes against: … Abstentions: …
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