PKN Orlen S.A. — Remuneration Information 2024

May 28, 2024

REPORT OF THE SUPERVISORY BOARD OF ORLEN S.A. ON REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR 2023

May 2024

C O N	T E N T S		N
	Int rod tio uc n	3 p.
	De rip tio f re ion rat ts sc n o mu ne co mp on en	6 p.
	Co ist of al tio ith th e R tio n P oli d e lan ati of ho it a ffe th e C 's tot cts ns en cy rem un era n w em un era cy an xp on w om p an y lon ter erf g- m p orm an ce	15 p.
	Cr ite ria lie d t he hie of bj tiv ( inc lud ing th e C 's erf ) s t nt t o ap p o a ss es ac ve me ma na g em en ec es om p an y p orm an ce	16 p.
	Ch Su in th tio f M be of the M t B rd d t he iso Bo ard lat ive to an g es e r em un era n o em rs an ag em en oa an p erv ry re the Co 's erf d t he ion of loy rat mp an y p orm an ce an re mu ne em p ee s	17 p.
	Ot he r in for tio ma n	20 p.
	Ap dic p en es	21 p.

I n t r o d u c t i o n

This report on remuneration of Members of the Management Board and the Supervisory Board of ORLEN S.A. was prepared in accordance with the requirements set out in the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, of 29 July 2005 (consolidated text: Dz.U. of 2024, item 620) (the "Act on Public Offering"). It covers the year 2023 and contains an overview of the remuneration paid to Members of the Company's governing bodies in that reporting period in accordance with the applicable internal regulations, including the Remuneration Policy for Members of the Management Board and the Supervisory Board of Polski Koncern Naftowy ORLEN S.A. (the "Remuneration Policy"), adopted by Resolution No. 29 of the Annual General Meeting of 5 June 2020.

This module contains a comprehensive description of the components of remuneration payable to Members of the Management Board and Members of the Supervisory Board of ORLEN S.A. for 2023, and relates to the remuneration of members of the management and supervisory bodies pursuant to the Act on Rules of Remunerating Persons Who Direct Certain Companies of 9 June 2016 (the "Remuneration Act") (Dz.U. of 2020, item 1907, as amended) and in accordance with the Company's Remuneration Policy.

On 5 June 2020, the Annual General Meeting of ORLEN S.A. passed Resolution No. 29 to approve the Remuneration Policy for Members of the Management Board and the Supervisory Board of ORLEN S.A., setting the general rules of remuneration for Members of the Company Management Board and Supervisory Board, including the structure of remuneration payable to members of the Company's governing bodies.

The Remuneration Policy for Members of the Management Board and the Supervisory Board supports the achievement of the Company's goals, including in particular a long-term increase of its shareholder value and stability of operations. One of the key objectives of the Remuneration Policy for members of the Company's governing bodies is to support the delivery of the long-term strategic goals, while ensuring the Company's solid financial performance and stability.

The remuneration of Members of the Management Board was determined by the Supervisory Board pursuant to RESOLUTION NO. 44 OF THE ANNUAL GENERAL MEETING OF POLSKI KONCERN NAFTOWY ORLEN SPÓŁKA AKCYJNA of 14 June 2019 to amend Resolution No. 4 of the Extraordinary General Meeting of 24 January 2017 on the rules of remuneration for Members of the Management Board, as amended by Resolution No. 29 of the Annual General Meeting of 30 June 2017, Resolution No. 4 of the Extraordinary General Meeting of 2 February 2018, and Resolution No. 1 of the Annual General Meeting of 17 July 2018, and in connection with the Remuneration Act as well as recommendations of the Supervisory Board's Nomination and Remuneration Committee. Since the adoption of the Remuneration Policy by the General Meeting, the rules of remuneration for Members of the Management Board have also incorporated the rules set forth in that Policy.

In 2023, all components of the remuneration of Members of the Management Board were set out in the individuals contracts for the provision of management services between Management Board Member and the Company ("Contract(s)").

I n t r o d u c t i o n

On 21 June 2023, the Annual General Meeting of the Company passed Resolution No. 58 to amend its Articles of Association so as to rename the Company "ORLEN Spółka Akcyjna". Upon formal registration of the amendment by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, on 3 July 2023 the Company's legal name was effectively changed from Polski Koncern Naftowy ORLEN S.A. to ORLEN S.A. Accordingly, any references in this Report to the "Company" and "ORLEN" are meant to refer tothe Company both prior to and after its effective renaming on3 July 2023.

follows:

In 2023, the composition of the Management Board of ORLEN S.A. was as

Ful l nam e	Po siti OR LE N Ma ent Bo ard on on nag em	Len th of vic g ser e in the ort ing rep yea r
Da nie l Ob aj tek	of Ch ief Off Pre sid ent the Ma ent Boa rd, Exe cut ive ice nag em r	ent ire 202 3
Arm Ko d Art wic h en nra	Me mb of the Ma Boa rd, Co Aff airs ent rate er nag em rpo	ire ent 202 3
Ad Bu rak am	Me mb of the Ma Boa rd, Co uni ion and Ma rke ting ent cat er nag em mm	ent ire 202 3
Pat ja Kla ka ryc rec	Me mb of the Ma Bo ard Re tail Sa les (un til 29 Ma 202 3) ) Me mb of the Ma Boa rd, Dig ital Tra nsf atio (s inc 30 ent ent er nag em y er nag em orm n e , , Ma 202 3) y	ire 202 3 ent
Ró Mic hał g	(un 3), Me mb of the Ma ent Bo ard Wh ole sal and Inte tion al Tra de til 29 Ma 202 Me mb of the Ma ent Bo ard Tra de and er nag em e rna er nag em y , , (s 3) Log istic inc 30 Ma 202 s e y	ent ire 202 3
Jan Sze zak wc	Me mb of the Ma Boa rd, Fin ent er nag em anc e	ire 202 3 ent
Józ ef Wę cki gre	Me mb of the Ma Boa rd, Op tion ent er nag em era s	ire 202 3 ent
Pio Sa tr bat	of Me mb the Ma ent Boa rd, Dev elo ent er nag em pm	ent ire 202 3
Krz tof No wic ki ysz	Me mb of the Ma Boa rd, Pro duc tion and Op tim isa tion ent er nag em	ire 202 3 ent
Iwo Wa ksm und zka -Ol ejn icz ak na	Me mb of the Ma Boa rd, Str and Sus tain abi lity ent ate er nag em gy	ire ent 202 3
Ro ber t Pe rko ki ws	Me mb of the Ma Boa rd, Up ent stre er nag em am	ire 202 3 ent

I n t r o d u c t i o n

In 2023, the composition of the Supervisory Board of ORLEN S.A. was as follows:

Ful l nam e	Po siti OR LE N Su vis Bo ard on on per ory	Len th of vic g ser e in the ing iod ort rep per
Wo jc iec h Jas ińs ki	Ch Su air of the vis Boa rd per ory	ent ire 202 3
An drz ej Szu ńsk i ma	De Ch airp of the Su vis Boa rd, Ind nde Me mb of the Su vis Boa rd ty nt pu ers on per ory epe er per ory	ire 202 3 ent
Wó jc ik An na	Se of Su tary the vis Boa rd cre per ory	ent ire 202 3
Ba rba Jar bow ska ra zem	Me mb of the Su vis Boa rd, Ind nde Me mb of the Su vis Boa rd nt er per ory epe er per ory	ire 202 3 ent
An drz ej Ka ła pa	Me mb of the Su vis Boa rd, Ind nde Me mb of the Su vis Boa rd nt er per ory epe er per ory	ire 202 3 ent
Mic hał Kli ki ma sze ws	Me mb of the Su vis Boa rd, Ind nde Me mb of the Su vis Boa rd nt er per ory epe er per ory	Jan 1 202 3 uar y – 31 Oc tob 202 3 er
Ro Ku ma n sz	Me mb of the Su vis Boa rd, Ind nde Me mb of the Su vis Boa rd nt er per ory epe er per ory	ire 202 3 ent
Jad wig Les isz a	Me mb of the Su vis Boa rd er per ory	ire ent 202 3
Sa An kow icz -Ka na cz	Su Su Me mb of the vis Boa rd, Ind nde nt Me mb of the vis Boa rd er per ory epe er per ory	ent ire 202 3
Jan ina Go ss	Me mb of the Su vis Boa rd, Ind nde Me mb of the Su vis Boa rd nt er per ory epe er per ory	11 Nov ber 202 3 em – 31 De ber 202 3 cem

Key changes in the composition of the Supervisory Board of ORLEN S.A. in 2023:

• On 11 January 2023, the Minister of State Assets, acting on behalf of the shareholder Polish State Treasury pursuant to Article 8(2)(1) of the Company's Articles of Association, appointed Janina Goss to the Supervisory Board of PKN ORLEN S.A.
• On 20 October 2023, Michał Klimaszewski resigned from the ORLEN Supervisory Board, effective as of 31 October 2023.
• On 13 December 2023, the Minister of State Assets, acting on behalf of the shareholder State Treasury pursuant to Article 8.2.1 of the Company's Articles of Association, removed Ms. Goss from the ORLEN Supervisory Board.

For the performance of the Contract, a Management Board Member is entitled to total remuneration consisting of a fixed component, representing that Member's monthly base pay ("Fixed Remuneration"), and a variable component, i.e. supplementary remuneration payable to that Member for the Company's financial year ("Variable Remuneration"), as well as certain additional benefits (on the terms set out in the respective Contract and in the Remuneration Act).

Structure of total remuneration of Members of the Management Board of ORLEN S.A.

* Under the Remuneration Policy, the Management Board Members may also receive additional benefits, irrespective of the Fixed Remuneration and Variable Remuneration.

FIXED REMUNERATION OF MANAGEMENT BOARD MEMBERS

In 2023, the Fixed Remuneration of Management Board Members represented the monthly base pay for serving in their respective roles at the Company and for performing responsibilities assigned to those roles, taking into account the prevailing market conditions:

• Management Board Members received remuneration under a contract concluded for the period of service on the Company's Management Board;
• The monthly amount of Fixed Remuneration payable to Management Board Members was determined by way of a Supervisory Board resolution, taking into account the provisions of the Remuneration Act and the resolution of theGeneral Meeting on the rules of remuneration for Members of the Management Board;

When determining the amount of Fixed Remuneration payable to Management Board Members, the Supervisory Board considered the following criteria:

Remuneration paid to the directors of companies with a similar business size and profile (taking into account the size of the ORLEN Group's business, including its business on international markets).

The Company's General Meeting set a fixed portion of the remuneration of Management Board Members in accordance with Art. 4 of the Remuneration Act, taking into account the scale of the Company's operations, in particular its total assets, net annual turnover and headcount, within the range of 7x–15x the reference amount, namely the average salary in the non-financial corporate sector (net of bonuses paid from profit) in the fourth quarter ofthe previous year, as announced by the President of Statistics Poland.

Under the Contracts in place, as approved by the Supervisory Board, the Fixed Remuneration of a Management Board Member per month amounts to 15x the reference amount, namely the average salary in the non-financial corporate sector (net of bonuses paid from profit) in the fourth quarter of the previous year, as announced by the President of Statistics Poland (PLN 6,965.84).

VARIABLE REMUNERATION OF MANAGEMENT BOARD MEMBERS

• Members of the Management Board of ORLEN S.A. are entitled to Variable Remuneration under the terms specified in their respective Contracts, which incorporate the Rules of the Incentive Scheme for the Management Board as an appendix.
• The Variable Remuneration for 2022 paid to Management Board Members in 2023 represented their supplementary remuneration for a given financial year, which was contingent on the achievement of Management Objectives and did not exceed 100% of the Fixed Remuneration paid to a Management Board Member in the previous financial year, for which the Variable Remuneration is calculated.

Key principles taken into account in granting Variable Remuneration for 2022 to Management Board Members in 2023:

• The Variable Remuneration for a financial year could not exceed100% of the Fixed Remuneration due in the previous financial year, for which the Variable Remuneration is calculated;
• The Variable Remuneration of Management Board Members was contingent on their performance against individual bonus-triggering objectives (both qualitative and quantitative), set by the Supervisory Board for individual Members of the Management Board, with Management Objectives being the same for all Management Board Members, including the CEO;
• Based on the general set of Management Objectives established by the General Meeting, the Supervisory Board set individual bonus-triggering objectives recorded in a Management Board Member's MBO Sheet;
• The Supervisory Board also set separate objectives that needed to bemet as a precondition to payment of Variable Remuneration forthe year;
• Details of the Management Objectives, as well as the weights and criteria for assessing their achievement by individual Management Board Members, were specified in a Supervisory Board resolution;
• The Supervisory Board assessed the performance of each Management Board Member against their individual bonus-triggering objectives (both quantitative and qualitative) and the separate objectives that had to be met as a precondition to payment of Variable Remuneration. This assessment was based on a recommendation from the President of the Management Board, who provided an evaluation of the performance of all Management Board Members. Due to the uniformity of the Management Objectives, individual assessments were not possible. Reports on the achievement of Management Objectives were standardised for all Management Board members. Accordingly, the evaluation of the fulfilment of the Management Objectives was based on the financial statements and other documents of the ORLEN Group.
• The Management Board Members' performance against individual quantitative bonus-triggering objectives was assessed based on the number of percentage points assigned, while their performance against individual qualitative bonus objectives was assessed based on the degree of achievement of qualitative objectives in accordance with the Rules of the Incentive Scheme for the Management Board. The performance against individual bonus-triggering objectives was measured as the weighted sum of percentage points assigned by the Supervisory Board for each bonus-triggering objective;
• The Variable Remuneration of each Management Board Member was payable upon approval by the General Meeting of the Group's consolidated financial statements, the Management Board's report on the operations of the Company and the Group, as well as the Company's financial statements for the current financial year, and upon granting liability discharge to the Management Board Member in respect of performance of their duties.

Pursuant to RESOLUTION NO. 44 OF THE ANNUAL GENERAL MEETING OF POLSKI KONCERN NAFTOWY ORLEN SPÓŁKA AKCYJNA of 14 June 2019 to amend Resolution No. 4 of the Extraordinary General Meeting of 24 January 2017 on the rules of remuneration for Members of the Management Board, as amended by Resolution No. 29 of the Annual General Meeting of 30 June 2017, Resolution No. 4 of the Extraordinary General Meeting of 2 February 2018, and Resolution No. 1 of the Annual General Meeting of 17 July 2018, a set of Management Objectives for 2019 and subsequent years was established, including in particular:

• Improvement of operational efficiency indicators,
• Improvement of cost efficiency at the ORLEN Group,
• Implementation of strategic investment projects in line with the approved budget and schedule at the ORLEN Group,
• Implementation of a long-term strategy with respect to security of supplies, and with respect to procurement and storage of energy (fuels, electricity and heat), including in particular upstream access and diversification of the procurement portfolio,
• Increase of the TSR (Total Shareholder Return) of ORLEN S.A.relative to the market,
• Reduction of the Total Recordable Rate at the ORLEN Group,
• Development of the project portfolio and increasing the amount of expenditure allocated to research, development and innovation.

The Supervisory Board set the same quantitative objectives for all Members of the Management Board for 2022 and assigned relevant bonus thresholds to these objectives:

LIFO-based EBITDA of the ORLEN Group,

Net debt/EBITDA of the ORLEN Group,

• Development CAPEX of the ORLEN Group, excluding Olefin III,
• CAPEX Projects: Development of olefins production at the Płock Plant (Olefin III Complex) and Essential Infrastructure at the Płock Plant – Olefins III,
• Maintenance CAPEX of the ORLEN Group,
• General and payroll costs of the ORLEN Group,
• Stock performance: TSR of PKN ORLEN relative to the market,
• Accident rate: TRR of the ORLEN Group and its external contractors;

The Supervisory Board also established the same qualitative objectives for all Management Board Members for 2022, related to the key challenges faced by the Group in that year:

Implementation of projects within the SRA domains, utilising innovation-supporting tools such as Accelerators and R&D Centres of the Group, particularly focused on: decarbonisation, low-emission power generation technologies, hydrogen production, green petrochemicals, circular economy, and digitalisation.

The above objectives were set for Management Board Members in 2022, and therefore their achievement could be taken as the basis for the payment of Variable Remuneration as specified in this Report.

Implementation of the strategic initiatives planned for 2022

Implementation of key strategic projects, including:

• Conducting the acquisition of Grupa LOTOS and implementation of related remedies,
• Executing tasks as part of acquiring control of the PGNiG Group,
• Development of renewable energy and gas-fired power generation assets: o Offshore Wind Farm Programme – conducting pre-development work in accordance with the project assumptions, including efforts to obtain licenses for new offshore wind farm locations; o Development of CCGT project – commencing the construction of CCGT Ostrołęka and developing the CCGT Grudziądz project as planned.
• Expansion of the service station chain, including their service offerings, and continued integration of the ORLEN Group's retail activities,
• Advancing hydrogen projects in line with the ORLEN Group's Hydrogen Strategy,
• Implementing decarbonisation measures. Taking action to fulfil the ORLEN Group's commitment to reducing emissions from its refining, petrochemical, and power generation assets.

Implementation of ESG and sustainability projects provided for in the 2030 Strategy and the ORLEN Group Sustainable Development Strategy for 2021–2023.

Additionally, in accordance with the relevant resolutions of the General Meeting, the Supervisory Board set the following separate objectives as a precondition to payment of Variable Remuneration for 2022:

• compliance with the principles of remuneration for members of management and supervisory bodies of all Group companies, in line with the Act on Rules of Remunerating Persons Managing Certain Companies of 16 June 2016;
• discharge of the obligations referred to in Art. 17-20, Art. 22 and Art. 23 of the Act on State Property Management of 16 December 2016 ("State Property Management Act") at the Company's subsidiaries within the meaning of Art. 4.3 of the Act on Competition and Consumer Protection of 16 February 2007.

Appendix 1 to the Report: MBO sheets for Members of the Management Board for 2022

Establishing identical quantitative and qualitative objectives for all Management Board Members appears questionable in the light of the provisions regarding individual bonus-triggering tasks. Given the diverse responsibilities of each Management Board Member, at least the qualitative objectives should be tailored individually.

Pursuant to the Contract, a Supervisory Board resolution is the basis for payment of Variable Remuneration, subject to prior approval by the General Meeting of the Management Board's report on the Company's operations, ORLEN S.A.'s financial statements and the ORLEN Group's consolidated financial statements for a given year and subject to granting liability discharge to a Management Board Member in respect of performance of their duties. Variable Remuneration is paid once a year,by the end of the calendar year in which the General Meeting ofORLEN S.A. approves the above mentioned reports and financial statements.

ADDITIONAL BENEFITS FOR MEMBERS OF THE MANAGEMENT BOARD

In addition to the Fixed Remuneration and Variable Remuneration, Management Board Members were entitled to certain additional benefits in 2023. The value of additional benefits constituted the Management Board Member's incomebefore tax and was not included in the Fixed Remuneration.

The Contract provides for the following types of benefits (added to the Management Board Member's income before tax):

• Coverage of the costs of medical treatment, preventive healthcare and medical care, including with respect to a Management Board Member's closest family members or persons who share the same household with the Management Board Member;
• Coverage of the costs of accommodation or rental of dwellings if the Company's registered office is more than 100 km away from the Management Board Member's place of residence;
• Coverage or refinancing of the costs of individual trainingreceived by the Management Board Member and related to the scope of their duties performed for the Company;
• Payment of additional third-party liability insurance (OC insurance) to the extent not covered by the general insurance policy for the Directors and Officers of the ORLEN Group companies (applicable to the President of the Management Board);
• Severance payment on Contract termination;
• Non-compete compensation on termination of service on the Management Board;
• In the event of termination of the Contract with President of the Management Board – compensation equivalent to three times the Fixed Remuneration for remaining available to the Company for three months from the date of termination. During this period, the Company is obliged to provide to President of the Management Board the Company car used by him/her on the date of termination, alongwith a driver, and the apartment occupied by him/her on the date of termination.

In addition:

• Pursuant to the ECP Act, the Company has established an Employee Capital Plan (ECP) to enable its employees to make regular savings. Members of the Management Board are also eligible participate in the ECP;
• A Management Board Member may use a Company-owned car for private purposes for a lump-sum fee payable to the Company, which is either deducted from that Member's remuneration or paid by that Member.

Members of the Supervisory Board were entitled to monthly remuneration payable based on the corporate relationship resulting from their appointment as Supervisory Board Members, for the duration of their service at the Company, and to reimbursement of expenses related tothe performance of their duties.

Structure of total remuneration of Members of the Supervisory Board of ORLEN S.A.

Rules of remuneration for Supervisory Board Members:

OF

FIXED

REMUNERATION

• The amount of remuneration was set by way of a General Meetingresolution, pursuant to and within the limits defined in theRemuneration Act;
• The amount of remuneration payable to Supervisory Board Members varied depending on their roles;
• If a Supervisory Board Member held office for a period shorter than the month for which such remuneration was due, the remuneration amount was calculated pro rata to the actual number of days in office;
• A Supervisory Board Member did not receive remuneration for a month during which that Member was absent from a meeting and such absence was not authorised (absences of Supervisory Board Members being authorised byway of Supervisory Board resolutions);
• The amount of remuneration for the Supervisory Board Members who met the independence criteria was conducive to maintaining their independence from the majority shareholder and the Company's decision-makers.

Pursuant to Resolution No. 45 of the Extraordinary General Meeting of PKN ORLEN S.A. of 14 June 2019, the monthly remuneration of Members of the Supervisory Board was calculated as the product of the reference salary referred to in Art. 1.3.11 of the Act on Rules of Remunerating Persons Who Direct Certain Companies of 9 June 2016, and the following multipliers:

for the Chair of the Supervisory Board – 2.2;

for other members of the Supervisory Board – 2.

Total remuneration of Management Board Members paid by ORLEN S.A. in 2023 (PLN gross)

Ful l na me Po siti hel d on	Len th of vic g ser e in t he ing ort rep iod per	Fix ed Re atio mu ner n id i pa n 202 3	Va ria ble Re atio aid mu ner n p in 2 023 fo r 20 22	Ad dit ion al ben efit aid s p in 2 023 *	Tot al ion rat rem une id i pa n 202 3	Ra tio of V ari abl e Re atio mu ner n (pa id f 202 2) or Fix ed to Re atio aid in mu ner n p 202 3 ( %)	Ra tio of add itio nal ben efit s to Fix ed Re atio aid mu ner n p in 2 023 ( %)
l O Da nie baj tek Ch Pre sid ent of the Ma ent Bo ard ief Exe cut ive nag em , Off ice r	the tire 202 3 en ye ar	1,2 53, 851 .20	1,1 19, 744 .00	418 ,43 9.9 3	035 2, 792 .13 ,	89. 30%	33. 37%
Pat ja Kla ka, Me mb of t he Ma Bo ard ent ryc rec er nag em , Dig ital Tra nsf atio orm n	the tire 202 3 en ye ar	1,2 53, 611 .20	1,1 19, 744 .00	20, 804 .59	2, 394 159 .79 ,	89. 32%	1.6 6%
Józ ef W eck i ęgr Me mb of t he Ma Bo ard Op tion ent er nag em era s ,	the tire 202 3 en ye ar	1,2 53, 851 .20	1,1 19, 744 .00	47, 609 .88	2, 421 205 .08 ,	89. 30%	3.8 0%
Arm Art wic h en Me mb of t he Ma Bo ard Co Af fair ent rate er nag em rpo s ,	the tire 202 3 en ye ar	1,2 53, 611 .20	1,1 19, 744 .00	4,8 33. 59	2, 378 188 .79 ,	89. 32%	0.3 9%
Mic hał Ró g Me mb of t he Ma Bo ard Tra din nd Log istic ent er nag em g a s ,	the tire 202 3 en ye ar	1,2 53, 851 .20	1,1 19, 744 .00	84, 599 .73	2, 458 194 .93 ,	89. 30%	6.7 5%
Ad Bu rak am Me mb of t he Ma Bo ard Co ent rate er nag em rpo , Co uni ion cat mm	the tire 202 3 en ye ar	1,2 53, 851 .20	1,1 19, 744 .00	28, 526 .42	2, 402 121 .62 ,	89. 30%	2.2 8%
Jan Sz k ew cza Me mb of t he Ma Bo ard Fin ent er nag em anc e ,	the tire 202 3 en ye ar	1,2 53, 851 .20	1,1 19, 744 .00	10, 101 .49	2, 383 696 .69 ,	89. 30%	0.8 1%
tr S Pio aba t Me mb of t he Ma ent Bo ard Dev elo ent er nag em pm ,	the tire 202 3 en ye ar	1,2 53, 851 .20	933 ,12 0.0 0	77, 219 .59	2, 264 190 .79 ,	74. 42%	6.1 6%
Krz tof No wic ki ysz Me mb of t he Ma Bo ard Pro duc tion d ent er nag em an , Op tim isa tion	the tire 202 3 en ye ar	1,2 53, 851 .20	373 ,24 8.0 0	36, 777 .26	1, 663 876 .46 ,	29. 77%	2.9 3%
Iwo Wa ksm und zka –O lejn icz ak na Str Me mb of t he Ma ent Bo ard ate and er nag em gy , Sus tain abi lity	the tire 202 3 en ye ar	1,2 53, 851 .20	180 ,40 3.2 0	53, 425 .52	1, 487 679 .92 ,	14. 39%	4.2 6%
Ro ber t P erk ski ow Me mb of t he Ma ent Bo ard Up stre er nag em am ,	the tire 202 3 en ye ar	1,2 53, 601 .20	180 ,40 3.2 0	8,7 00. 52	1, 442 704 .92 ,	14. 39%	0.6 9%
Tot al 2 023		13, 791 633 .20 ,	9, 505 382 .40 ,	791 038 .52 ,	24, 088 054 .12 ,

* Additional benefits may include: non-cash benefits added to income before tax (medical benefits, rental of premises, training, ECP)

and cash benefits added to income before tax (reimbursement of medical expenses).

Rem rati eive d b y M une on rec em (PL N g ): ross	ber f th e M Bo ard of ent s o ana gem	OR LEN S.A . in 20 22– 202 3 fr	titie roll ed and joi ntly ont om en s c co	lled by OR LEN S.A . in ctio ntro co nne	ith vin n th n w ser g o	d s ent e m ana gem an	rvis bo die f su ch itie ent upe ory s o s
Na of ity ent me	Ful l na me and siti hel d po on	f se rvic Len gt h o e	Am t of oun re mu ner	Am t of atio n fo r 20 23 oun re mu ner
	Da nie l O baj tek De Ch air of t he put y	Ma 18 202 2 – y 9 F ebr 202 4	ion id i n 2 022 rat rem une pa	ion for 20 22 id i n 2 023 rat rem une pa	ion id i n 2 023 rat rem une pa		ion for 20 23 rat rem une id i n 2 024 pa
OR LE N S hos Gr ynt een Ene Sp rgy . z o.o	Su vis Bo ard per ory	uar y	330 ,00 0 50, 000		682 ,50 0		57, 500
( 50. 00% ) *	Mic hał Ró g Me mb f th er o e	18 Ma 202 2 – y 9 F ebr 202 4 uar y	ion id i n 2 022 rat rem une pa	ion for id i rat 20 22 n 2 023 rem une pa	ion id i n 2 023 rat rem une pa		ion for 20 23 rat rem une id i n 2 024 pa
	Su vis Bo ard per ory		330 ,00 0	50, 000	682 ,50 0		57, 500
AS PG NiG Up stre No am rwa y ( %) 100 .00	lejn icz Iwo Wa ksm und zka –O ak na Dir ect or	3 N mb er 2 022 ove – 23 Feb 202 4 rua ry	d not rate rem une		d not rate rem une
OR LE N U nip ol a etr .s. ( 100 .00 %)	Iwo Wa ksm und zka –O lejn icz ak na Me mb f th er o e Su vis Bo ard per ory	1 J uly 201 9 – 2 F ebr 202 3 uar y	d fr 3 N mb , i.e . fro intm the not rate er 2 022 ent to rem une om ove m a ppo Ma Bo ard of OR LEN S.A ent nag em		not rate d rem une
Sys Ga iąg ów tem zoc	Iwo Wa ksm und zka lejn icz ak –O na Me mb f th er o e Su vis Bo ard per ory	13 July 20 22 − 26 Ma rch 20 24	ion id i rat n 2 022 rem une pa	ion for id i rat 20 22 rem une pa n 202 3	Re atio mu ner n id i n 2 023 pa	ion for rat rem une 202 3 id i n 2 024 pa	bon ard id o n 1 5 us aw pa Dec ber 20 23 em bas ed Ext rdin on rao ary Ge al M eet ing olu tion of ner res Dec ber 13 20 23 em
Tra h tow nzy yc			38, 766 .51	42, 209 .10	123 ,85 2.6 0	13, 199 .96	193 ,94 9.8 9
S.A EU RO PO L G AZ ( % f 2 N mb 100 rom ove er 202 3) **	Ro ber t Pe rko ki ws Me mb f th er o e Su vis Bo ard per ory	17 Feb 202 0 − rua ry Ma rch 26 20 24	ion id i n 2 022 rat rem une pa	ion for 20 22 id i rat rem une pa n 202 3	rat ion id rem une pa in 2 023	rat ion rem une for 20 23 id i n 2 024 pa	bon ard id o n 1 5 us aw pa Dec ber 20 23 em bas ed Ext rdin on rao ary Ge al M eet ing olu tion of ner res 13 Dec ber 20 23 em
			114 ,29 1.2 0	37, 519 .20	110 ,09 1.2 0	11, 733 .30	225 ,74 8.1 9
	Mic hał Ró g Me mb f th er o e Su vis Bo ard per ory	1 D mb er 2 020 ece – 22 Feb 202 3 rua ry	not rem		not rem une	d rate
S.A EN ER GA ( ) 90. 92%	Da nie l O baj tek Me mb f th er o e Su vis Bo ard per ory	20 Ap ril–2 1 D mb ece er 202 2 ( del ted to act ega Pre sid ent of the as Ma ent Bo ard in nag em the riod 21 Ap ril–3 1 pe Aug 202 2) ust	not rem	lica ble in 2 023 not ap p
Po lsk i Ga z T yst ow arz wo Ub iec zeń ezp Wz aje h mn yc ( %) 100	Ro ber t Pe rko ki ws Ch air of t he Su vis Bo ard per ory	Dec ber 29 20 20 em – Ap ril 2 14 023	d not rate rem une		d not rate rem une

* The entity is jointly controlled by ORLEN S.A. but is not a member of the ORLEN Group.

** The entity was jointly controlled by ORLEN S.A. but was not a member the ORLEN Group until 1 November 2023.

*** Given a change in the control of one entity in 2023, the table presents data on remuneration from controlled and jointly controlled entities for 2022 and 2023.

Total remuneration paid by ORLEN S.A. to Supervisory Board Members in 2023 (PLN gross)

Ful l na me Po siti hel d on	Len th of vic g ser e in t he ing rio d ort rep pe	Fix ed Re atio aid in 202 3 mu ner n p	Oth er*	Tot al r ion rat em une id i n 2 023 pa
ńsk Wo jc iec h J asi i Ch airp of t he Su vis Bo ard ers on per ory	the tire 202 3 en ye ar	183 ,89 8.2 0	494 .85	184 393 .05 ,
An drz ej Szu ńsk i ma Ch Su De ty airp of t he vis Bo ard pu ers on per ory	the tire 202 3 en ye ar	167 ,18 0.1 6	5,0 76. 51	172 256 .67 ,
Wó An jc ik na of t Su Me mb he vis Bo ard er per ory	the tire 202 3 en ye ar	167 ,18 0.1 6	6,5 53. 90	173 734 .06 ,
Ba rba ra J bow ska arz em of t Su Me mb he vis Bo ard er per ory	the tire 202 3 en ye ar	167 ,18 0.1 6	4,5 15. 75	695 171 .91 ,
An Sa kow icz- Kac na z Me mb of t he Su vis Bo ard er per ory	the tire 202 3 en ye ar	167 ,18 0.1 6	5,3 94. 99	172 575 .15 ,
Ro n K ma usz Me mb of t he Su vis Bo ard er per ory	the tire 202 3 en ye ar	167 ,18 0.1 6	9,8 46. 32	177 026 .48 ,
An drz ej Kap ała Me mb of t he Su vis Bo ard er per ory	the tire 202 3 en ye ar	167 ,18 0.1 6	10, 968 .39	178 148 .55 ,
Jad wig a L esi sz Me mb of t he Su vis Bo ard er per ory	the tire 202 3 en ye ar	167 ,18 0.1 6	2,4 85. 40	169 665 .56 ,
Mic hał Kl ima ki sze ws Me mb of t he Su vis Bo ard er per ory	1 J 20 23 anu ary – Oc tob 31 202 3 er	139 ,31 6.8 0	8,3 58. 82	147 675 .62 ,
Go Jan ina ss Su Me mb of t he vis Bo ard er per ory	11 Jan 202 3 – uar y 13 De ber 20 23 cem	154 ,91 1.3 0	4,5 15. 75	159 .05 427 ,
Tot al 2 023		1, 648 387 .42 ,	58, 210 .68	1, 706 598 .10 ,

* Other may include reimbursement of expenses related to the performance of duties (including travel and accommodation expenses) and the Employee Capital Plan (ECP).

C o n s i s t e n c y o f t o t a l r e m u n e r a t i o n w i t h t h e R e m u n e r a t i o n P o l i c y a n d e x p l a n a t i o n o f h o w i t a f f e c t s t h e C o m p a n y 's l o n g - t e r m p e r f o r m a n c e

The rules of remuneration for Members of the Management Board and the Supervisory Board were determined in accordance with the Remuneration Act and in consideration of the Remuneration Policy for Members of the Management Board and the Supervisory Board of Polski Koncern Naftowy ORLEN S.A. adopted by Resolution No. 29 of the Annual General Meeting of Polski Koncern Naftowy ORLEN S.A. of 5 June 2020. The Remuneration Policy at ORLEN is designed to support the achievement of the Company's objectives, especially the long-term growth in shareholder value and operational stability.

• The rules of remuneration for Supervisory Board Members were determined in a resolution passed by the Company's General Meeting, taking into account the rules stipulated in the Commercial Companies Code and the Company's Articles of Association, as well as pursuant to and within the limits specified in the Remuneration Act.
• In 2023, the ORLEN Group adopted and prepared for operationalisation its updated business strategy for 2030. This strategic revision was necessitated by the new asset configuration within the Group, following the mergers with Grupa LOTOS S.A. and PGNiG S.A., coupled with long-term trends, regulatorychanges, and evolving political and economic conditions.
• The ORLEN Group's strategy is centred on transforming it into a multi-utility group, with strong foundations in the upstream, downstream, and energy sectors and thus capable of ensuring Central Europe's energy security. The strategy also aims to position the ORLEN Group as an energy transition leader in Central Europe, including through achieving carbon neutrality by 2050.
• 2023 saw investments in energy transition and project to implement the Group's decarbonisation plan, with a particular focus on low- and zero-emission power generation. These initiatives spanned several key areas, including wind energy, electromobility, biofuels, biogas and biomethane, CCUS technologies, zero-emission hydrogen, synthetic fuels, advanced recycling, and SMR.
• To facilitate the achievement of the Group's objectives, the Sustainable Development Strategy and Climate Policy were adopted, which outline a comprehensive action plan for the ORLEN Group with specific objectives in sustainable development and the management of risks and opportunities arisingfrom climate change.
• Concurrently, efforts were underway to further integrate the new Group structure by executing the PMI programme, which identifies key synergies within the Group after the recent mergers.
• The strategic projects undertaken within our various business segments, as reflected in the Management Objectives assigned to Management Board Members, were aimed at ensuring:
  • In the Downstream segment – further integration of the refining assets, stable output, and development of petrochemical and low-emission and gas-fired energy generation assets.
  • In the Upstream segment – a focus on high-quality assets, particularly in the North Sea, to ensure, among other things, the security of gas supplies to Poland.

In the Retail segment – continued development and integration of the sales network and non-fuel offerings, and the strengthening of customer relations. In 2023, the Group successfully entered its seventh market – Austria. At the same time, the project to deploy EV chargers was continued.

C r i t e r i a a p p l i e d t o a s s e s s t h e a c h i e ve m e n t o f m a n a ge m e n t o b j e c t i ve s ( i n c l u d i n g t h e C o m p a n y 's p e r f o r m a n c e )

The maximum allowable amount of Variable Remuneration did not exceed 100% of the Fixed Remuneration for the previous year, as determined in accordance with the Contract.

Assessment criteria for quantitative objectives

In setting the quantitative objectives for Management Board Members, the expected levels of achievement (thresholds) were defined. The key sources of data for quantitative financial objectives included materials concerning the Budget for the year, as presented to the Supervisory Board, the audited financial statements, reporting systems such as SAP, HFM Planning and HFM Statutory Reporting, as well as accounting records, underlying documents and public stock exchange data.

The Supervisory Board assessed the achievement of quantitative objectives (Individual Bonus-Triggering Objectives) by assigning percentage points, in accordance

with the Rules of the Incentive Scheme for the Management Board of PKN ORLEN S.A.

Assessment criteria for qualitative objectives

• The assessment of fulfilment by Management Board Members ofqualitative objectives was to be based on:

• Rules of the Incentive Scheme for the Management Board:

  • • Reports of Management Board Members on the delivery of qualitative objectives.
  • Achievement of the objectives related to the delivery of strategic Programmes and Projects, as well as innovations, including:

• • Efficiency of the activities pursued as part of the projects;

• • Effects of actions taken as part of the projects defined in the MBO Sheet on the delivery of the Strategy;
• • Level of a Management Board Member's involvement in the achievement of a given objective;
• • Implementation of external and internal innovations through R&D&I projects, in keeping with the Strategic Research Agenda;
• • Building a culture of innovation by developing innovationacquisition tools at ORLEN.

• Additional factors and reports:

  • • Macroeconomic environment as well as legal and administrative conditions facilitating or determining the achievement of qualitative objectives;
  • • Market trends;

• • Reports on the delivery of Strategic Projects and Initiatives;

• • Reports on the delivery of the ORLEN Group's Strategy submitted on a regular basis to the Supervisory Board;

Scale applied to assess the achievement of qualitative objectives set out in the Rules of the Incentive Scheme for the Management Board.

Assessment criteria for fulfilment of separate objectives that needed to be met as a precondition to payment of Variable Remuneration for 2022, the amount of which is specified in this Report:

• The assessment of fulfilment by Management Board Members ofthe separate objective was to be based on:
• Report of the Management Board of ORLEN S.A. for 2022 on the application of the principles of remunerating members of management and supervisory boards of ORLEN Group companies in accordance with the Remuneration Act;
• Report of the Management Board of ORLEN S.A. for 2022 on the performance of obligations under the Act on State Property Management at ORLEN Group subsidiaries;
• Statement by Members of the Management Board of ORLEN S.A. oncompliance with the requirements of the siad Act.

Appendix 2 to the Report:Quantitative Objective Achievement Sheet for Members of the Management Board for 2022

C h a n g e s i n t h e r e m u n e r a t i o n o f M e m b e r s o f t h e M a n a ge m e n t B o a r d a n d t h e S u p e r vi s o r y B o a r d r e l a t i ve t o t h e C o m p a n y ' s p e r f o r m a n c e a n d t h e r e m u n e r a t i o n o f e m p l o y e e s

FINANCIAL PERFORMANCE OF ORLEN S.A.

The business analysis and assessment of ORLEN S.A.'s performance rely mainly on LIFO-based EBITDA ("LIFO EBITDA"), Which fully reflects the effect of the macroeconomic variables on the Company's performance by measuring feedstock consumption at the currently prevailing market prices.

Chart 1. LIFO EBITDA at ORLEN S.A. in 2019–2023 (excluding the effect of impairment losses*) (PLN million)

* Net effect of impairment losses on property, plant and equipment, intangible assets, and other assets (excluded from LIFO EBITDA):

• 2019: PLN -8 million,
• 2020: PLN -23 million,

• 2021: PLN -78 million,

• 2022: PLN 3,470 million,

• 2023: PLN 14,525 million.

The operating results for 2022 and 2023 include the effects of recognition and integration of the assets of Grupa LOTOS S.A. and the PGNiG Branch Complex after the mergers on 1 August and 2 November 2022, respectively. Given the changes in ORLEN S.A.'s structure arising from the recognition and integration of certain operations of Grupa LOTOS S.A. and the PGNiG Branch Complex in 2022 and 2023, which precludes a direct y/y comparison, the identified business effects have been evaluated based on a comparable organisational structure of ORLEN S.A. The impact of the changes on results of the business operations absorbed by ORLEN S.A. from Grupa LOTOS S.A. and the PGNiG Branch Complex has been presented underother operating factors.

LIFO EBITDA of ORLEN S.A. for 2023, net of impairment losses on non-current assets, was PLN 44,250 million, including the effect of accounting for the final fair values of the PGNiG Branch Complex's assets and liabilities as at the acquisition date, of PLN 15,791 million. LIFO EBITDA of PLN 48,036 million for 2022 included the effect of accounting for the final fair values of assets and liabilities of the PGNiG Branch Complex and Grupa LOTOS S.A. as at the acquisition date, of PLN 9,246 million, as well as gain on bargain acquisition of Grupa LOTOS S.A. and the PGNiG Branch Complex, of PLN 17,810 million.

Net of the one-off effects in both years, LIFO EBITDA for 2023 wasPLN 28,459 million, up by PLN 7,479 million (y/y).

Changes in macroeconomic factors increased ORLEN S.A.'s results by PLN 3,168 million (y/y), primarily attributed to the non-recurrence of a negative impact from 2022's hedging transactions valued at PLN 1,695 million (y/y), the valuation of CO2 futures contracts at PLN 1,577 million, and higher margins on heavy fuel oil. The positive effects were offset by an adverse effect of the price differentials of the processed crude grades, lower margins on light and middle distillates, olefins, polyolefins, fertilizers and PTA, as well as a negative effect of the Polish złoty strengthening against the US dollar.

Total sales volumes were down by (4%), or (666) thousand tonnes. As a result, the effect of the change in product sales volumes and the change in the crude slate at ORLEN S.A. was PLN (9,813) million (y/y).

The effect of other factors was positive atPLN 14,124 million (y/y)and included:

• • a PLN 23,310 million (y/y) increase in the results of the PGNiG Branch Complex, after eliminating the gain on bargain purchase and recognising the final acquisition-date fair values of assets acquired and liabilities assumed;
• • a PLN (3,447) million year-on-year decrease in results of Grupa LOTOS S.A. (integrated into ORLEN S.A.'s operations), after eliminating the gain on bargain purchase and recognising the final acquisition-date fair values of assets acquired and liabilities assumed;
• • the effect of other factors of PLN (5,739) million (y/y), including lower wholesale margins, increased operating costs of service stations, higher overheads and labour costs, and the negative impact of drawing from the historical layers of inventory.

C h a n g e s i n t h e r e m u n e r a t i o n o f M e m b e r s o f t h e M a n a ge m e n t B o a r d a n d t h e S u p e r vi s o r y B o a r d r e l a t i ve t o t h e C o m p a n y ' s p e r f o r m a n c e a n d t h e r e m u n e r a t i o n o f e m p l o y e e s

AVERAGE REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD AND OF THE COMPANY EMPLOYEES OTHER THAN

MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

Changes in the average remuneration (fixed and variable portions) of the Company Management Board* relative to 2019

* The average remuneration was calculated based on the remuneration paid and payable orpotentiallypayableinthefollowingyear.

Changes in the average fixed remuneration of the Company Supervisory Board** relative to 2019

** The average remuneration was calculated based on the remuneration paid and payable for a given financial year.

The increase in the average remuneration of ORLEN S.A.'s Management Board and Supervisory Board in 2020–2023 is the consequence of the increase in the average monthly salary paid in the non-financial corporate sector (net of bonuses paid from profit).

C h a n g e s i n t h e r e m u n e r a t i o n o f M e m b e r s o f t h e M a n a ge m e n t B o a r d a n d t h e S u p e r vi s o r y B o a r d r e l a t i ve t o t h e C o m p a n y ' s p e r f o r m a n c e a n d t h e r e m u n e r a t i o n o f e m p l o y e e s

Changes in the average remuneration of ORLEN S.A. employeesrelative to 2019*

^* Excluding remuneration of the Management Board and Supervisory Board, remuneration under temporary contracts (for specific services or works) and severance payments for employees leaving the Company.

Total

• In 2019-2023, the Company delivered strong operating performance (LIFO EBITDA). In 2023, ORLEN S.A.'s LIFO EBITDA camein at PLN 44.3 billion.
• The increase in the remuneration of employees (other than Members of the Management Board and the Supervisory Board) reflected the adopted remuneration policy set out in the Collective Bargaining Agreement. Each year additional pay agreements are concluded with trade unions, which provide for mandatory pay increases, one-off awards, holiday bonuses and other components of remuneration.
• The increase in the average remuneration reflected the rules of remuneration adopted at ORLEN S.A.
• The remuneration policies at ORLEN S.A. are outlined in the Collective Bargaining Agreement.
• The main components of remuneration are base pay (determined according to the Pay Grade Table and Base Pay Table) and a bonus.

O t h e r i n f o r m a t i o n

• The number of financial instruments granted or offered, and the main conditions for the exercise of the rights attached thereto, including the exercise price and date and any change thereof; Not applicable to Members of the Management Board and the Supervisory Board of ORLEN S.A. in 2023
• Information on any deviations from the procedure for the implementation of the Remuneration Policy and on any derogations applied in accordance with Art. 90f of the Public Offering Act, including the explanation of the reasons for and the manner of such derogations and the indication of the specific elements derogated from. Not applicable to ORLEN S.A. in 2023
• Acting pursuant to Art. 395.2.1 of the Commercial Companies Code in conjunction with Art. 90g.6 of the Public Offering Act, the Annual General Meeting of Polski Koncern Naftowy ORLEN S.A., having considered the auditor's assessment of the Report of the Supervisory Board of PKN ORLEN S.A. on remuneration of members of the Management Board and the Supervisory Board for 2022, resolved to endorse (without qualification) the Report as authorised by the Supervisory Board (Resolution No. 57 of the Annual General Meeting of Polski Koncern Naftowy ORLEN Spółka Akcyjna, dated 21 June 2023, to endorse the Report of the Supervisory Board of PKN ORLEN S.A. on remuneration of members of the Management Board and the Supervisory Board for 2022). This report includes a continuation of the description the rules of remuneration applicable to members of the Company's governing bodies, based on the data presented in the remuneration report of the prior period.
• Under the provisions of the Contract, the Company was entitled to claim a refund of Variable Remuneration paid to a Management Board Member if it was demonstrated that the Variable Remuneration had been paid to the Management Board Member based on information later found to be false, where Members of the Management Board were responsible for the falsehood (even if this did not apply to the Management Board Member concerned). If Members of the Management Board were not responsible for the falsehood of such information, the Management Board Member concerned was obliged to return the difference between the amount of Variable Remuneration received and the amount that would have been due based on correct information. In 2023, no situation arose where the option to reclaim Variable Remuneration components would be exercised.

The rules of remuneration for Members of the Management Board of ORLEN S.A. are governed by:

• Act on Rules of Remunerating Persons Who Direct Certain Companies (the Remuneration Act);
• Resolutions of the General Meeting on the rules of remuneration for Management Board Members;
• Remuneration Policy adopted by the General Meeting, effectivefrom 5 June 2020;
• Resolutions of the Supervisory Board setting individual terms and conditions for the provision of services based on the documents referred to in items 1 and 2, and also based on the Remuneration Policy as of 2020;
• Contract for the provision of management services;
• Rules of the Incentive Scheme for the Management Board;
• Commercial Companies Code.

The rules of remuneration for Members of the Supervisory Board of ORLEN S.A. are governed by:

• Act on Rules of Remunerating Persons Who Direct Certain Companies (the Remuneration Act);
• Resolutions of the General Meeting on the rules of remuneration for Supervisory Board Members;
• Commercial Companies Code.

The Company shall publish the remuneration report on its website at orlen.pl and shall make it available free of charge for at least 10 years after closing the General Meeting.

Ap p e n d i x 1 : M B O s h e e t s f o r M e m b e r s o f t h e M a n a g e m e n t B o a r d f o r 20 2 2

MBO sheets for Members of the Management Board for 2022

No.	Set of jec tive Ma ent Ob nag em s (GM 14 Ju n 2 019 )	Typ e of O bje ctiv e	Ind ivid ual Bon Trig ing Ob jec tive us- ger s	igh t of ivid We Ind ual Bon Trig ing us- ger Obj ect ive	Mea sur e	Deg of ach ieve nt ree me of I ndi vid ual Bon Trig ing us- ger Obj ive ect
						xim ma um	imu opt m	min imu m
1	f op ffici Imp nt o tion al e rove me era enc y indi cato rs	Qua ntit ativ e obj ive ect	LIFO EBI TDA of the OR LEN Gro (% of obje ctiv ach ieve in the al ro) nt actu up e me mac	20%	%	120 %	100 %	80%
2		Qua ntit ativ e obj ive ect	Net deb t/EB ITD A of the OR LEN Gro up	10%	ratio	2.4	2.5	3.5
3	of Imp lem enta tion stra teg ic in tme nt ves proj ects	Qua ntit ativ e obj ive ect	CA of OR Gro Ole fin (% of ro) Dev elop nt PEX the LEN ludi III obje ctiv ach ieve nt in the actu al me up, exc ng e me mac	15%	%	95%	90%	70%
4	in li ith t he d b udg et ne w app rove OR Gr and hed ule at t he LEN sc oup	Qua ntit ativ e obj ect ive	CA PEX Pro ject Dev elop of olef ins duc tion the Pło ck Pla (Ole fin III Com plex ) and Ess ial nt at nt ent s: me pro Infra the Pło ck Pla Ole fins III (% of obje ctiv ach ieve nt) stru ctur at nt e e me –	5%	%	95%	90%	70%
5	Imp f co ffici the OR LEN nt o st e y at rove me enc Gro up	Qua ntit ativ e obj ive ect	Ma inte CA PEX of the OR LEN Gro (% of obje ctiv ach ieve in the al ro) nt actu nan ce up e me mac	5%	%	96%	98%	102 %
6		Qua ntit ativ e obj ive ect	Gen l and roll of the OR LEN Gro (% of obje ctiv ach ieve in the al ro) ts nt actu era pay cos up e me mac	10%	%	96%	100 %	102 %
7	SR Sha Incr f th e T (To tal reh olde eas e o r Ret ) of OR LEN S.A lativ the rket e to urn . re ma	Qua ntit ativ e obj ive ect	Sto TSR OR ck form of LEN rela tive to the rket per anc e: ma	5%	%	opt imu m (+2 ) 0pp	ith the at p ar w rket ma	opt imu m (-20 pp)
8	Red ucti of t he T ota l Re dab le R ate at t he on cor OR LEN Gr oup	Qua ntit ativ e obj ive ect	Acc iden TR R of the OR LEN Gro and its l t rate exte trac tors : up rna con ;	5%	of acc ber num iden ts/m hou an- rs	1.54	1.70	1.86
9	Dev elop nt o f th roje ct p ortf olio d me e p an incr ing the t of ditu lloc ated eas am oun ex pen re a h, d lopm and inn tion to r ent ese arc eve ova	Qua litat ive obj ive ect	SRA Imp lem ent atio of proj ects with in the dom ains utili sing inno vat ion- ting too ls h Acc eler ato and n sup por suc as rs , R& D Cen of the Gro ticu larly foc d dec arb onis atio low issi tion hno logi tres tec up, par use on: n, -em on pow er gen era es, hyd duc tion hem ical circ ular and digi talis atio pet rog en pro gre en roc s, eco nom n. y, ,	5%	poin ts	Sup f isor y B d's nt o erv oar ass ess me the ach ieve f th uali tativ nt o me e q e obje ctiv e: 0 p oint atis fact s – uns ory 60 poin mod ts – te era 80 poin sati sfac ts – tory 100 ints od po ver y go – ints abo tion 120 ecta po ve exp s –
10	Del iver y of the lon g-te stra tegy rm , incl udin g im plem enta tion of stra teg ic p roje cts	Qua ive obj litat ect ive	 of for Imp lem enta tion the stra teg ic initi ativ plan ned 202 2 es  Imp lem tion of key ic proj incl udin enta stra teg ects g: , Con Gru LOT OS duc ting the uisi tion of and imp lem enta tion of rela ted edie acq pa rem s, of of PG NiG Gro Exe cuti tas ks t uirin trol the ng as par acq g con up, Dev elop of ble and -fire d tion Offs hor Win d Far Pro nt ets me ren ewa ene rgy gas pow er gen era ass : o e m gra mm e – duc ting -de velo k in ord with the ject ptio incl udin effo obt ain lice nt rts to con pre pme wor acc anc e pro ass um ns, g nse s CC GT CC GT for offs hor win d farm loca tion Dev elop nt of ject ncin the stru ctio of new e s; o me pro com me g con n – Ost rołę ka and dev elop ing the CC GT Gru dzią dz proj plan ned ect as Exp ion of the ice ion cha in, incl udin the ir vice offe ring and tinu ed inte tion of the OR LEN stat ans serv g ser s, con gra Gro up's reta il acti vitie s, Adv ing hyd proj in line with the OR LEN Gro up's Hyd Stra ects tegy anc rog en rog en , Imp lem ing dec arb onis atio Tak ing ion fulf il the OR LEN Gro up's mitm red ucin ent act to ent to n mea sur es. com g issi from its refin ing, hem ical and tion pet ets em ons roc pow er gen era ass , of ESG d fo 0 S e O N G  Imp lem enta tion d s usta inab ility proj ects vide r in the 203 trat d th RLE an pro egy an rou p Sus tain able De velo nt S for trat 20 21– 202 3. pme egy	20%	poin ts	Sup isor y B d's f nt o erv oar ass ess me f th the ach ieve nt o uali tativ me e q e obje ctiv e: 0 p oint atis fact s – uns ory 60 poin ts – mod te era sfac 80 poin ts – sati tory 100 ints od po ver y go – 120 ints abo ecta tion po ve exp s –

sum of weights

Ap p e n d i x 2 : Q u a n t i t a t i ve O b j e c t i ve Ac h i e v e m e n t S h e e t f o r M e m b e r s o f t h e M a n a g e m e n t B o a r d f o r 2 0 2 2

Quantitative Objective Achievement Sheet for Members of the Management Board for 2022 (summary of appraisal with nominal values) Individual Bonus-Triggering Objective (IBTT) Weight measure Individual Bonus-Triggering Objective levels Degree of achievement of Individual Bonus-Triggering Objective Percentage points for delivery of IBTT Weighted percentage points maximum (120%) optimum (100%) minimum (80%) 1 LIFO EBITDA of the ORLEN Group (% of objective achievement in the actual macro) 20% % 120% 100% 80% 149% 120% 24% PLN million 19,922 16,602 13,281 24,716 2 Net debt/EBITDA of the ORLEN Group 10% ratio 2.4 2.5 3.5 -0.08 120% 12% 3 Development CAPEX of the ORLEN Group, excluding Olefin III (% of objective achievement in the actual macro) 15% % 95% 90% 70% 104% 120% 18% PLN million 6,652 6,302 4,902 7,298 4 CAPEX Projects: Development of olefins production at the Płock Plant (Olefin III Complex) and Essential Infrastructure at the Płock Plant – Olefins III (% of objective achievement) 5% % 95% 90% 70% 101% 120% 6% PLN million 3,629 3,438 2,674 3,841 5 Maintenance CAPEX of the ORLEN Group (% of objective achievement in the actual macro) 5% % 96% 98% 102% 84% 120% 6% PLN million 3,732 3,810 3,965 3,278 6 General and payroll costs of the ORLEN Group (% of objective achievement in the actual macro) 10% % 96% 100% 102% 96% 118% 12% PLN million 11,894 12,389 12,637 11,933 7 Stock performance: TSR of ORLEN relative to the market 5% % 20% 0% -20% -2.03% 98% 5% 8 Accident rate: TRR for ORLEN Group 5% Number of accidents/ man-hours 1.54 1.70 1.86 0.81 120% 6% SUM 75% 88.7%

Ap p e n d i x 2 : Q u a n t i t a t i ve O b j e c t i ve Ac h i e v e m e n t S h e e t f o r M e m b e r s o f t h e M a n a g e m e n t B o a r d f o r 2 0 2 2 ( c o n t i n u e d )

In accordance with the methodology adoped under the 'Rules for setting and assessing the delivery of individual bonus-triggering objectives for members of the Management Board of ORLEN S.A. for 2023;' the appraisal includes:

adjusting the plan to the actual macroeconomic conditions for LIFO EBITDA, CAPEX and costs;

eliminating the effect of one-offs on LIFO EBITDA, CAPEX, andgeneral and payroll costs.

The figures presented in the table above for the EBITDA, CAPEX, and cost targets are based on the corresponding amounts in the Financial Plan adopted for 2022 after adjustment to the actual macroeconomic conditions and eliminating the effect of one-offevents.

One-off events were eliminated from the MBO appraisal to neutralise their effect on individual performance indicators so as to maintain data comparability and the objectivity of the assessment. Eliminations included unusual events with effect on profit or loss, such as impairment losses and reversal of impairment losses on property, plant and equipment. The elimination of the effect of oneoffs from the appraisal consisted in adjusting the reference performance indicator, i.e. the indicator against which the achievementof the corresponding objective was assessed.

At the request of the Supervisory Board, the appraisal was verified by an independent auditor, KPMG Audyt sp. z o.o. sp. k. The scope of its work included an agreed-upon procedures engagement concerning the calculation of the achievement of the quantitative objectives (MBO) by Members of the Management Board of ORLEN S.A. The engagement was performed in accordance with International Standard on Related Services 4400 "Agreed-Upon Procedures regarding Financial Information".

P i c t o g r a m s

Wojciech Popiołek Chair of the Supervisory Board

_____________________________

of ORLEN S.A. _____________________________ Michał Gajdus Vice Chair of the Supervisory Board of ORLEN S.A.

Signatures of authorised Members of the Supervisory Board of ORLEN S.A.

Independent Statutory Auditor's Report on the Assurance Engagement Providing Reasonable Assurance as to the Assessment of the Report on Remuneration of Orlen S.A. for year 2023

Mazars Audyt Sp. z o.o. ul. Piękna 18 00-549 Warsaw

INDEPENDENT STATUTORY AUDITOR'S REPORT ON THE ASSURANCE ENGAGEMENT PROVIDING REASONABLE ASSURANCE

Translation of the document originally issued in Polish To the General Meeting and the Supervisory Board of Orlen S.A.

We have been engaged to assess the accompanying report on remuneration of Orlen S.A. (hereinafter "the Company" / "Bank") for year 2023 in terms of the completeness of information contained therein as required by Article 90g sections 1-5 and section 8 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to an Organized Trading System and Public Companies of 29 July 2005 (consolidated text: Journal of Laws of 2024, item 620) (hereinafter "Act on Public Offering").

Identification of Criteria and Description of the Subject of the Engagement

The report on remuneration was prepared by the Supervisory Board in order to meet the requirements of Article 90g section 1 of the Act on Public Offering. The applicable requirements concerning the report on remuneration are laid out in the Act on Public Offering.

The requirements described in the preceding sentence provide the basis of the report on remuneration and form, in our opinion, appropriate criteria to formulate a conclusion providing reasonable assurance.

In accordance with the requirements of Article 90g section 10 of the Act on Public Offering, the report on remuneration is subject to the statutory auditor's assessment with respect to the inclusion of information required under Article 90g sections 1-5 and 8 of the Act on Public Offering. This report has been prepared to meet this requirement.

We define the statutory auditor's assessment mentioned in the preceding sentence and providing the basis for formulating our conclusion giving reasonable assurance as the assessment whether, in all material respects, the scope of information presented in the report on remuneration is complete and the information was disclosed with level of detail required by the Act on Public Offering.

Responsibility of the Supervisory Board Members

In accordance with the Act on Public Offering the Supervisory Board Members of the Company are responsible for preparing the report on remuneration in accordance with the applicable legal regulations, and in particular for the completeness of this report and the information contained therein.

The responsibility of the Supervisory Board also includes the design, implementation, and maintenance of such internal control as determined to be necessary to enable the

preparation of the complete report on remuneration that is free from material misstatement due to fraud or error.

Statutory Auditor's Responsibility

Our objective was to assess the completeness of information included in the accompanying report on remuneration with respect to the criterion defined in the Identification of criteria and description of the subject of the engagement section and formulate based on the evidence obtained an independent conclusion of the assurance engagement performed providing reasonable assurance.

We performed our assurance engagement in accordance with the National Standard on Assurance Engagements Other than Audit and Review 3000 (Revised) in the form of the International Standard on Assurance Engagements 3000 (revised) – 'Assurance Engagements Other than Audits or Reviews of Historical Financial Information adopted by resolution no. 3436/52e/2019 of the National Council of Statutory Auditors of 8 April 2019, as amended (hereinafter "NSAE 3000 (R)").

This standard imposes an obligation on the auditor to plan and execute procedures in order to obtain reasonable assurance, that the report on remuneration was prepared in a complete manner in accordance with specified criteria.

Reasonable assurance is a high level of assurance but is not a guarantee that an engagement conducted in accordance with the NSAE 3000 (R) will always detect a material misstatement when it exists.

The procedures selected depend on the auditor's judgment, including the assessment of the risk of material misstatements due to fraud or error. When performing risk assessment and in order to design appropriate procedures to be performed the auditor takes into consideration the internal controls related to the preparation of the complete report, which can provide the auditor with sufficient and appropriate evidence. The assessment of the internal controls was not performed for the purpose of expressing a conclusion on the effectiveness of the internal control.

Summary of the Work Performed and Limitations of our Procedures

Procedures performed by us included in particular:

• getting acquainted with the report on remuneration and comparison of information contained therein to the applicable requirements;
• getting acquainted with the resolutions of the General Meeting of the Company concerning the remuneration policy of the Management Board and Supervisory Board Members and resolutions of the Supervisory Board detailing them;
• determining, by comparison to corporate documents, the list of persons with respect to which it is required to disclose information in the report on remuneration;
• determining whether all information provided for by the criteria concerning the preparation of the report on remuneration has been disclosed by inquiries to persons

responsible for preparing the report, and where applicable, directly to persons concerned by the disclosure requirement.

Our procedures were aimed exclusively at obtaining evidence that the information included by the Supervisory Board in the report on remuneration in terms of their completeness complies with the applicable requirements. The objective of our works was not to assess the sufficiency of information included in the report on remuneration in terms of the preparation of the report on remuneration nor to assess the correctness and reliability of information included therein, in particular with respect to the disclosed amounts, in which the estimates made for previous years, numbers, dates, breakdown, methods of allocation and compliance with the remuneration policy adopted by the Management Board.

The report on remuneration was not subject to audit in the sense of National Standards on Auditing. During the assurance procedures carried out we have not performed an audit or review of information used to prepare the report on remuneration and therefore we do not assume the responsibility for issuing or updating any reports or opinions on historical financial information of the Company.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Quality Control Requirements

The audit firm applies national standards on quality control introduced by the resolution of the Council of the Polish Agency for Audit Oversight No. 38/I/2022 of 15 November 2022. National Standard on Quality Control 1 as per International Standard on Quality Management (PL) 1 requires the audit firm to design, implement and operate a system of quality management, including policies or procedures relating to compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Ethical Requirements, including Independence

While performing the assurance engagement, the statutory auditor and the audit firm have complied with the independence requirements and other ethical requirements as specified by the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, adopted by resolution of the National Council of Statutory Auditors No. 3431/52a/2019 of 25 March 2019 on the principles of professional ethics for statutory auditors, as amended ("the IESBA Code"). The IESBA Code is based on the fundamental principles related to integrity, objectivity, professional competence and due care, confidentiality, and professional behavior. We have also complied with other independence and ethical requirements which are applicable to such assurance engagement in Poland.

Conclusion

The statutory auditor's conclusion is based on the issues described above, therefore the conclusion should be read while taking these issues into consideration.

In our opinion the accompanying report on remuneration, in all material respects, contains all the elements specified in Article 90g sections 1-5 and section 8 of the Act on Public Offering.

Limitation of Use

This report has been prepared by Mazars Audyt Sp. z o.o. for the General Meeting of Shareholders and the Supervisory Board and is intended solely for the purpose described in the Identification of criteria and description of the subject of the engagement section and should not be used for any other purposes.

Therefore Mazars Audyt Sp. z o.o. accepts no responsibility for this report resulting from contractual and non-contractual relationship (including by negligence) to third parties in the context of this report. The above does not release us from responsibility in the situations when the release is excluded by law.

Acting on behalf of Mazars Audyt Sp. z o.o. with its registered office in Warsaw, ul. Piękna 18, entered on the list of audit firms under no. 186, on behalf of which the key statutory auditor performed the assurance engagement.

Piotr Mortas Michał Majewski

Key Statutory Auditor Partner No 13909

Warsaw, 27 May 2024