Shares and shareholding structure

GRI indicators:

102-5

Capitals:

PKN ORLEN shares are traded on the main market of the Warsaw Stock Exchange in the continuous trading system and are included in the WIG, WIG20, WIG30, WIG-Poland and WIG-ESG general market indices and in the WIG-FUELS industry index.

GRI:

102-5

In 2019, the blue-chip WIG20 index fell by (5.6)% while the all-cap WIG index rose by 0.2% year on year. The price of PKN ORLEN shares dropped by (20.6)% in the period. Given the payment of dividend and its subsequent reinvestment, the annual rate of return on investment in ORLEN shares was 17.9% in PLN and 17.1% in EUR. In 2019, 194,296,820 PKN ORLEN shares were traded on the main market, a decrease of (7.8)% on 2018.

Shareholding structure of PKN ORLEN¹⁾

1) PKN ORLEN shareholding structure as at the date of authorization of the Management Board Report

The current PKN ORLEN shareholding structure is available on the corporate website.

The share capital of PKN ORLEN is divided into 427,709,061 ordinary bearer shares with a par value of PLN 1.25 per share. PKN ORLEN shares are freely transferable.
The PKN ORLEN Management Board has no knowledge of any agreements which would results in future changes of holdings of Company shares.
In 2019, the ORLEN Group did not operate any employee stock option scheme.
In 2019, PKN ORLEN did not buy back its own shares.
As at 31 December 2019, members of the PKN ORLEN Management Board did not hold any shares of the Company.
As at 31 December 2019, none of the members of the Parent’s Supervisory Board held any PKN ORLEN shares.

Key data regarding PKN ORLEN’s shares

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Key data	Unit	2019	2018	2017	change %
1	2	3	4	5	6= (3- 4)/4
Net profit attributable to equity owners of the Parent Company	mln PLN	4,300	5,556	6,655	(22.6)%

Highest share price ¹	PLN	113.75	113.50	134.00	0.2%
Lowest share price ¹	PLN	80.98	80.76	81.18	0.3%
Share price at the year-end ¹	PLN	85.82	108.15	106.00	-20.6%
Average price in the period ¹	PLN	97.40	94.83	109.37	2.7%

P/E² ratio average		9.7	7.3	7.0	32.9%
P/E² ratio at the end of the year		8.5	8.4	6.8	1.2%

Number of shares	Item	427,709,061	427,709,061	427,709,061	0.0%
Capitalisation at the year end	PLN mln	36,706	46,257	45,337	(20.6)%
Average daily trading value	PLN mln	76	81	91	(6.2)%
Average daily trading volume	Item	783,455	853,103	849,437	(8.2)%

1) Share price according to a closing share price. 2) P/E – stock market price (P) / value of net profit per one share (earnings per share – EPS).

Quotations of PKN ORLEN on WSE in 1999 – 2019

PLN/share

Source: Own preparation based on the Warsaw Stock Exchange

Quotations of PKN ORLEN, WIG20 and WIG-FUELS on WSE in 2019 ¹⁾

¹⁾ Percentage change of quotations of PKN ORLEN, WIG 20 in relation to the listing of 28 December 2018.
Source: Own preparation based on the Warsaw Stock Exchange.

Major shareholdings

In 2019 and until the date of authorisation of this report, there were no changes in the structure of shareholders holding more than 5% of the PKN ORLEN share capital. The number of shares held by shareholders is presented based on the most recent official data acquired by the Company.

PKN ORLEN’s shareholding structure as at January 1st 2019, December 31st 2019 and March 18^th 2020

Shareholder	Number of shares and voting rights at the General Meeting (as at Jan 1 2019*)	Percentage of share capital and total voting rights at the General Meeting (as at Jan 1 2019*)	Number of shares and voting rights at the General Meeting (as at Dec 31 2019**)	Percentage of share capital and total voting rights at the General Meeting (as at Dec 31 2019**)	Number of shares and voting rights at the General Meeting (as at the report authorisation date***)	Percentage of share capital and total voting rights at the General Meeting (as at the report authorisation date***)
State Treasury	117,710,196	27.52%	117,710,196	27.52%	117,710,196	27.52%
Nationale-Nederlanden OFE	30,000,000	7.01%	32,544,000	7.61%	30,000,000	7.01%
Aviva OFE Aviva Santander	28,240,000	6.60%	25,000,000	5.85%	26,000,000	6.08%
Others	251,758,865	58.87%	252,454,865	59.02%	253,998,865	59.39%
Total	427,709,061	100.00%	427,709,061	100.00%	427,709,061	100.00%

* According to information from the PKN ORLEN AGM convened for June 26th 2018 and adjourned to July 17th 2018. ** According to information from the PKN ORLEN AGM convened for June 14th 2019. *** According to information from the PKN ORLEN AGM convened for March 5th 2020.

Special control powers and voting rights

Detailed rules for the exercise of special control powers and voting rights are laid down in PKN ORLEN’s Articles of Association. According to the provisions of the Articles of Association, one PKN ORLEN share confers one voting right at the Company’s General Meeting. The voting rights of shareholders have been capped in the Articles of Association so that none of them may exercise more than 10% of total voting rights existing at the Company as at the date when the General Meeting is held. The cap on voting rights does not apply to the State Treasury and the depositary bank which has issued, on the basis of an agreement with the Company, depositary receipts in respect of Company shares (if this entity exercises voting rights conferred by Company shares).

Shareholders whose voting rights are aggregated or reduced are jointly referred to as a “Shareholder Grouping”. Detailed rules of such aggregation and reduction are specified in the Articles of Association. Shareholders forming a Shareholder Grouping may not exercise more than 10% of total voting rights existing at the Company as at the date when the General Meeting is held.
If the aggregated number of shares registered at the General Meeting by shareholders forming a Shareholder Grouping exceeds 10% of total voting rights at the Company, the voting rights resulting from the number of shares held are subject to reduction, the rules of which have been specified in detail in the Articles of Association.
The cap on voting rights described above does not apply to subsidiaries of the State Treasury.
The State Treasury is entitled to appoint and remove one Member of the Supervisory Board. In addition, one member of the PKN ORLEN Management Board is appointed and removed by the entity authorised to exercise the rights attached to the shares held by the State Treasury as long as the State Treasury holds at least one share in the Company.
Additionally, in accordance with the Articles of Association, as long as the State Treasury is entitled to appoint a Member of the Supervisory Board, a resolution granting consent for transactions involving any sale or encumbrance of shares in the following companies: Naftoport Sp. z o.o., Inowrocławskie Kopalnie Soli S.A. as well as the company to be established to operate the pipeline transport of liquid fuels, will require a vote in favour of its adoption by the Supervisory Board Member appointed by the State Treasury.

Special rights vested in the State Treasury as the Company’s shareholder may also result from generally applicable provisions of law, i.e.:

the Act on Special Rights Vested in the Minister Competent for Energy and their Exercise in Certain Capital Companies or Groups Conducting Business Activities in the Electricity, Crude Oil and Gas Fuel Sectors, dated March 18th 2010,
the Act on Control of Certain Investments, dated of July 24th 2015,
the Act on State Property Management, dated December 16th 2016.

Dividend policy

The Company has implemented a dividend policy based on its ratios, financial condition and including expansion plans. The recommendation of profit distribution for PKN ORLEN for 2019 was presented in section 12.7.5 of Consolidated Financial Statement for 2019.

Ratings

In 2019, PKN ORLEN’s investment grade ratings granted by two leading rating agencies Fitch Ratings Ltd. and Moody’s Investor Services were maintained at the level of BBB- with a stable outlook and Baa2 with a negative outlook, respectively. In December 2019, Moody’s Investor Services changed PKN ORLEN’s rating outlook from stable to negative, pointing out that the Company’s acquisition plans may adversely affect its financial position.

Corporate governance

About the ORLEN Group

Core Values and standards of conduct

Shares and shareholding structure

Major shareholdings

Special control powers and voting rights

Dividend policy

Ratings

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