Registration Form • Nov 28, 2025
Registration Form
Open in ViewerOpens in native device viewer
(restated)
| 1 | |
|---|---|
| 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 |
|
| 2 | |
| The Company's founder is the State Treasury of Poland | |
| 3 | |
| The Company operates under the name of: ORLEN Spółka Akcyjna. The Company may use the abbreviated name of: ORLEN S.A |
|
| 4 | |
| 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: | |
| a) | such entity holds the majority of total voting rights in the governing bodies of another entity (Subsidiary), including under agreements with other holders of voting rights, |
| b) | or such entity has the power to appoint and remove a majority of members of the governing bodies of another entity (Subsidiary), or |
| c) | more than half of the members of the management board of another entity (Subsidiary) are at the same time management board members or persons holding managerial positions in such entity or in another subsidiary of such entity, or |
| d) | such entity has a decisive influence on a subsidiary corporation or cooperative, including, without limitation, under an agreement between the Parent and the subsidiary for the management of the latter or for the transfer of its earnings to the |
|---|---|
| former 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 | |
| Article 2 | |
| Registered office, principal business activity and territory of operations | |
| 1 The Company's registered office shall be in Płock, Poland |
|
| 2 | |
| 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) 8. Support activities for petroleum and natural gas extraction (PKD 09.1) 9. Manufacture of basic iron, cast iron, steel, ferroalloys and metallurgical products (PKD 24.1) 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. Wholesale of perfume and cosmetics (PKD 46.45.Z) |
| 85. 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. ---
5
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. --------------------------------------------
| 1. | 6 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: |
|||
|---|---|---|---|---|
| a) amending any material term or condition of any of the Company's existing commercial contracts for natural gas imports into Poland or execution by the Company of such contract; |
||||
| b) implementation by the Company of a strategic investment project or the Company's participation in an investment project which may permanently or temporarily impair it economic efficiency but which is necessary to carry out a national energy security task in connection with: |
||||
| 1)ensuring continuity of natural gas supplies to customers and maintaining the required emergency natural gas stocks, 2)ensuring safe operation of gas networks, |
||||
| 3)balancing the gas market and managing the operations and capacity of energy facilities and equipment connected to the national gas grid, 4)natural gas production |
||||
| 2. | Any request for such consent as is referred to in Art. 2.6.1 hereof shall include the Management Board's rationale for the action for which the Minister's consent is being sought and shall be accompanied by the Supervisory Board's written opinion thereon |
|||
| Article 3 | ||||
| Share capital and shares 1 |
||||
| 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: a) 336,000,000 (three hundred and thirty-six million) Series A bearer shares, numbered from A |
||||
| 000000001 to A-336000000; b) 6,971,496 (six million, nine hundred and seventy-one thousand, four hundred and ninety-six) |
||||
| Series B bearer shares, numbered from B-0000001 to B-6971496; c) 77,205,641 (seventy-seven million, two hundred and five thousand, six hundred and forty-one) |
||||
| Series C bearer shares, numbered from C-00000001 to C-77205641; d) 7,531,924 (seven million, five hundred and thirty-one thousand, nine hundred and twenty-four) Series D bearer shares, numbered from D-0000001 to D-7531924; |
||||
| e) 198,738,864 (one hundred and ninety-eight million, seven hundred and thirty-eight thousand, eight hundred and sixty-four) Series E bearer shares numbered from E-000000001 to E |
||||
| 198738864; f) 534,494,124 (five hundred and thirty-four million, four hundred and ninety-four thousand, one hundred and twenty-four) Series F bearer shares numbered from F-000000001 to F-534494124. |
||||
| 2 |
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. -----------------------------------------------------------------------------------------------------------------
1
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. --------------------------------------------------------------
3
An Annual General Meeting shall be held within six months from the end of each financial year. --
4
5
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. -------------------------------------------------------------------------------------------
7
The powers of the General Meeting shall include in particular: ----------------------------------------------
Reviewing and receiving the full-year financial statements of the Company, the Directors' Report on the Company's operations, the consolidated financial statements of the Group, and the Directors' Report on the Group's operations, for the previous financial year;- ------
Granting discharge from liability to members of the Management Board and the Supervisory Board for performance of their duties; -------------------------------------------------------------------- 3. Deciding on the allocation of profit or coverage of loss, as well as application of funds and accounts created from profit, subject to any specific provisions which may require different application of such funds; ----------------------------------------------------------------------------------- 4. Appointing members of the Supervisory Board, subject to Art. 8.2 hereof, and defining rules for their remuneration; ---------------------------------------------------------------------------------------- 5. Increasing and reducing the Company's share capital, unless the Commercial Companies Code or these Articles of Association provide otherwise; -------------------------------------------- 6. Deciding on claims for redress of any damage caused upon formation of the Company or in the course of its management or supervision; ------------------------------------------------------- 6a. Adopting a policy defining the rules of remuneration for members of the Management Board and Supervisory Board; ------------------------------------------------------------------------------------- 7. Granting consent to the disposal or lease of, or creation of limited property rights in, the Company's business or any organised part thereof; -------------------------------------------------- 8. Granting consent to the disposal of real property, or of a perpetual usufruct title to or other interest in real property, with a net carrying amount exceeding one-twentieth of the Company's share capital; ------------------------------------------------------------------------------------ 9. Amending the Company's Articles of Association; ----------------------------------------------------- 10. Creating and releasing the Company's capital reserves, funds and special accounts; ------- 11. Passing resolutions to cancel Company shares and/or repurchase Company shares for cancellation, subject to Art. 4 hereof; --------------------------------------------------------------------- 12. Issuing convertible bonds, senior bonds and subscription warrants; ----------------------------- 13. Dissolving, liquidating or transforming the Company, or merging it with another entity; ------ 14. Entering into such agreement as is referred to in Art. 4.1.4(f) of the Commercial Companies Code; ------------------------------------------------------------------------------------------------------------- 15. Passing a resolution to consent to subscription, acquisition or disposal of shares in Group companies which operate, under generally applicable laws, a natural gas distribution or storage system, subject to the condition that any consent to such disposal must define its terms and conditions. ----------------------------------------------------------------------------------------- 16. Passing a resolution to set the aggregate cap on fees that the Company may pay to all advisers to the Supervisory Board over a financial year. -------------------------------------------- 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. --------------------
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. -------------------
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. ---------------------------------------------------------------------------------------------------------------
d) is an entity whose voting rights conferred by Company shares, whether held directly or indirectly, are subject to aggregation with the voting rights of another person pursuant to the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of 29 July 2005, in connection with the holding, disposal or acquisition of major holdings of Company shares. ---------
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
4
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. -----------------------------------------------------------------------------------------------------
5
At least two Supervisory Board members shall each meet all of the following criteria (independent Supervisory Board members): ---------------------------------------------------------------------------------------
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
8
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. ---------------------- -
| members are in attendance and provided further that votes cast shall be deemed to comprise votes 'in favour of', votes 'against' and abstentions. In the event of a voting tie, the Chair of the Supervisory Board shall have the casting vote |
|
|---|---|
| 4. | The passage by the Supervisory Board of a resolution to remove from office or suspend from duties the entire Management Board or any member thereof during their term shall require that at least two-thirds of all Supervisory Board members vote in favour of such resolution |
| 5. | Members of the Supervisory Board may vote on resolutions of the Supervisory Board by casting a written ballot through another member of the Supervisory Board. Matters placed on the agenda during a Supervisory Board meeting may not be voted on by casting a written ballot through another member of the Supervisory Board |
| 9a The passage of resolutions on any of the following matters: |
|
| a) | any consideration payable by the Company or any Related Party thereof to Members of the Management Board; |
| b) | granting consent to the execution by the Company of a Material Transaction with its Related Party, taking into consideration the applicable exemptions and other detailed rules as specified in Chapter 4b of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005, and granting consent to the execution by the Company or a Subsidiary thereof of an agreement with a Supervisory Board or Management Board member, excluding any agreements commonly concluded on minor daily life matters; |
| c) | appointment of an audit firm to audit the Company's financial statements; |
| 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 |
|
| 10 | |
| 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: | |
| 1. | Subject to Art. 9.1.3, appointing and removing President, Vice Presidents and other members of the Management Board; |
| 2. | Representing the Company in agreements and contracts concluded with Management Board members, including with respect to the terms and conditions of their employment; |
| 3. | Suspending, for a good cause, any or all Management Board members from their duties, as well as delegating Supervisory Board members to temporarily stand in for Management Board members who are unable to perform their duties; |
| 4. | Approving the Rules of Procedure for the Management Board; |
| 18. | Appointing acting President of the Management Board as referred to in Art. 9.3.3 hereof if President of the Management Board has been suspended from duties or his or her mandate has expired before the end of term; |
|---|---|
| 19. | Approving detailed rules and procedures for disposal of non-current assets; |
| 20. | Providing opinions on the Management Board's recommendations for appointment or removal of the Company's representatives on the Management and Supervisory Boards of System Gazociągów Tranzytowych EuRoPol GAZ S.A. and submission of such recommendations for approval to the shareholder State Treasury; |
| 21. | Providing opinions on the exercise by the Company of its voting rights at the General Meeting of System Gazociągów Tranzytowych EuRoPol GAZ S.A |
| 12 | |
| The Management Board shall be required to secure the Supervisory Board's prior consent for any the following actions: |
|
| 1. | subject to Art. 7.7.7, Art. 7.7.8 and Art. 8.11.13 – disposal of any intangible assets, items of property, plant and equipment or long-term investments which are non-current assets as defined in the Accounting Act of 29 September 1994, including through their contribution to a company or cooperative, if the market value of such assets exceeds PLN 100,000,000 or 5% 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, as well as entering into a legal transaction to grant another entity the right to use such assets for a period longer than 180 days in a calendar year if the market value of the assets covered by such legal transaction exceeds PLN 100,000,000 or 5% of total assets, subject to the condition that if the right to use the assets is granted under: a) a lease or rental agreement or other agreement for granting another entity the right to use an asset for consideration − the market value of the assets shall be the amount of the consideration due for: |
| − a period of one year − if the agreement is concluded for an indefinite term; − the entire term of the agreement − if the agreement is concluded for a fixed term; b) a lending agreement or other agreement for granting another entity the right to use an asset free of charge − the market value of the assets shall be the amount of the consideration which would be receivable under an equivalent lease or rental agreement for: |
|
| − a period of one year − if the agreement is concluded for an indefinite term; − the entire term of the agreement − if the agreement is concluded for a fixed term; |
Accounting Act of 29 September 1994 with a value exceeding PLN 100,000,000 or 5% 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; --------------------- 3. subject to Art. 8.12.5 hereof – acquisition, subscription or disposal of shares in companies or holding by the Company of other equity interests in other entities, subject to the condition that the Supervisory Board may waive the requirement to seek its prior consent for certain transactions of this kind by specifying the maximum amount of and defining the terms and
following transactions, however, not to be eligible for such waiver: ------------------------------ a)acquisition of or subscription for shares in another company where the value of such shares exceeds: -----------------------------------------------------------------------------------------------
procedure for the execution of a transaction for which such consent is not required, with the
– 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; |
||
| 4. | formation of an establishment abroad; | |
| 5. | Disposal or encumbrance of any shares in the following companies: Naftoport Sp. z o.o., Inowrocławskie Kopalnie Soli Solino S.A., and the company to be established to handle the transport of liquid fuels via pipelines; |
|
| 6. | a) | 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: 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; |
||
| b) | any actions that have received a favourable opinion of the Supervisory Board in an annual budget; |
|
| c) | any actions requiring consent of the General Meeting | |
| d) | any actions undertaken in connection with the implementation of an investment project consented to by the Supervisory Board pursuant to Art. 8.11.9 hereof, up to an amount representing 110% of the budgeted cost of such investment project; |
|
| e) | any actions related to the implementation of an investment project and assumption of related liabilities if the resulting expenditure or charges do not exceed the threshold specified in Art. 8.11.9 hereof; |
|
| 6a | execution of a Material Transaction with a Related Party of the Company, taking into consideration the applicable exemptions and other detailed rules as specified in Chapter 4b of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005; |
| 7. | equity investments and investments in property, plant and equipment carried out by the Company on foreign markets, with a value exceeding one-twentieth of the Company's share capital; |
|||
|---|---|---|---|---|
| 8. | exercise by the Company of voting rights at the general meeting of: | |||
| 1) | subject to Art. 8.12.8.2–4 hereof – a Subsidiary or other company if the value of shares held by the Company therein, as measured at the total acquisition or subscription price paid by the Company for those shares, exceeds one-fifth of the Company's share capital and the matter to be voted on concerns: |
|||
| a) the entity's merger with another company or its transformation, | ||||
| b) disposal or lease of the entity's business or its encumbrance with a usufruct, | ||||
| c) amendments to the entity's articles of association, | ||||
| d) conclusion of a parent/subsidiary agreement as defined in Art. 7 of the Commercial Companies Code, |
||||
| e) dissolution of the entity; | ||||
| 2) | a company which owns a natural gas transmission or distribution network, interconnector, direct line, or natural gas storage facilities if the matter to be voted on concerns: |
|||
| a) amendments to the company's articles of association, | ||||
| b) increase or reduction in the company's share capital, | ||||
| c) merger, transformation or demerger of the company, | ||||
| d) disposal of company shares, | ||||
| e) disposal or lease of, or creation of limited property rights in, the company's business or any organised part thereof, |
||||
| f) dissolution and liquidation of the company, |
||||
| g) pledging or otherwise encumbering company shares, | ||||
| h) obligating shareholders to make contributions to equity, | ||||
| i) issue of bonds/notes, |
||||
| j) entry into an obligational relationship with a foreign entity for, or in connection with, the planning, review, construction, expansion or disposal of a transmission network, distribution network, interconnector or direct line as defined in the Energy Law where 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, |
||||
| k) entry into an obligational relationship with a foreign entity for, or in connection with, the planning, review, construction, expansion or disposal of storage facilities as defined in the Energy Law where 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, |
||||
| l) entry into an obligational relationship with a foreign entity for, or in connection with, the planning, review, construction, expansion or disposal of a generation or cogeneration unit as defined in the Energy Law where 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, or |
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: --------------------------------------------------------------------------------------------------- a) approval of the company' annual budgets, ---------------------------------------------------- b) approval of the company's long-term strategy, --------------------------------------------- c) amendments to the company's articles of association, ------------------------------------ d) increase or reduction in the company's share capital, ------------------------------------- e) merger, transformation or demerger of the company, ------------------------------------- f) disposal of company shares, -------------------------------------------------------------------- g) disposal or lease of, or creation of limited property rights in, the company's business or any organised part thereof, ------------------------------------------------------------------- h) dissolution and liquidation of the company, -------------------------------------------------- i) entry into an obligational relationship with a foreign entity for, or in connection with, the planning, review, construction, expansion or disposal of a distribution network, interconnector or direct line as defined in the Energy Law where 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, save where the obligational relationship to be entered into arises under or in relation to a credit facility agreement, maintenance services, including overhauls, infrastructure servicing work or projects, or to any related services or deliveries; ---------------------- 4) a company which operates a natural gas storage system if the matter to be voted on concerns: ------------------------------------------------------------------------------------------------------ a) amendments to the company's articles of association, ------------------------------------ b) increase or reduction in the company's share capital, ------------------------------------- c) merger, transformation or demerger of the company, ------------------------------------- d) disposal of company shares, -------------------------------------------------------------------- e) disposal or lease of, or creation of limited property rights in, the company's business or any organised part thereof, -------------------------------------------------------------------- f) dissolution and liquidation of the company, --------------------------------------------------- g) entry into an obligational relationship with a foreign entity for, or in connection with, the development, review, construction, expansion or disposal of a storage facility as defined in the Energy Law where 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, save where the obligational relationship to be entered into arises under or in relation to a credit facility agreement, maintenance services, including overhauls, or infrastructure servicing work or projects; -------------------------
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. -------------------------------------------------
12a
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. ---------------------------- 13
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. -------------------------------------------------
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) He/she is a member of a political party's body representing the party before third parties and authorised to assume obligations on the party's behalf; --------------------
3) He/she works for a political party under an employment, temporary employment or similar contract; ---------------------------------------------------------------------------------------
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: -----------------
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). ----------------------------------------------------------------------------------------------------------
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. --------------------------------------------------
7
The passage of a resolution by the Management Board shall be required for any of the following matters: --------------------------------------------------------------------------------------------------------------------
7a
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. -----------------------------------------------------------------------------------------
9
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. -----------------------------------------------------------------------------------------------------
10
The Management Board shall prepare and present to the Supervisory Board: --------------------------
<-- PDF CHUNK SEPARATOR -->
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
12
1) implementation by the Company of any strategic investment projects or its involvement in any investment projects which are necessary to ensure Poland's energy security, -------------
2) entry by the operator or owner of a distribution system or interconnector into an obligational relationship with a foreign entity for, or in connection with, the planning, review, construction, expansion or disposal of a transmission network, distribution network, interconnector or direct line as defined in the Energy Law where 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, -------------------------------------------------------------------------------------------------
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. ---------------------------------------------------------------------------
13
1) a strategic investment project or the Company's involvement in investment projects which are necessary to ensure Poland's energy security, ------------------------------------------------
2) entry by the operator or owner of a distribution system or interconnector into an obligational relationship with a foreign entity for, or in connection with, the planning, review, construction, expansion or disposal of a transmission network, distribution network, interconnector or direct line as defined in the Energy Law where 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, --------------------------------
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. --------------------------------------------------------
the laws and regulations governing the division of powers and responsibilities among governmental departments and other central governmental authorities. -------------------------
14
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. ------------------------------------------------
1
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. --------------
2
The Company may dispose of non-current assets without carrying out a tender or auction if: -------
3
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 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.