General meeting

Out in the Articles of Association and the Rules of Procedure for the General Meeting, available on PKN ORLEN’s website.

The Company sets the venue and date of a General Meeting so as to enable participation by the largest possible number of shareholders. General Meetings of PKN ORLEN are held at the Company’s registered office in Płock, but may also be held in Warsaw. General Meetings may be attended by members of the media.

PKN ORLEN takes relevant measures to ensure that drafts of General Meeting resolutions contain a justification helping shareholders cast an informed vote. All materials presented at a General Meeting are available to shareholders at the Company’s headquarters in Płock and office in Warsaw, as well as on the corporate website at www.orlen.pl starting from the date of a notice convening the General Meeting.

The General Meeting is convened by way of a notice published on the Company’s website and a current report.

The Annual General Meeting should be held no later than within six months from the end of every financial year. An Extraordinary General Meeting is convened by the Management Board on its own initiative, upon the Supervisory Board’s motion or upon the motion of a shareholder or shareholders representing no less than one-twentieth of the Company’s share capital, within two weeks of submitting the motion. The Supervisory Board may convene an Extraordinary General Meeting if it sees fit to do so. In addition, the Supervisory Board may convene an Extraordinary General Meeting if the Management Board fails to do so within two weeks of the Supervisory Board’s submitting the relevant request. An Extraordinary General Meeting may also be convened by shareholders representing at least one half of the share capital or at least one half of total voting rights at the Company.

The Company arranges for an internet broadcast of the General Meeting and offers simultaneous interpretation into English. The Company does not provide for shareholders’ participation in a General Meeting using means of electronic communication through real-time bilateral communication where shareholders could take the floor during the General Meeting from a location other than the venue of the General Meeting.

Shareholders may exercise their voting rights at the General Meeting in person or by proxy.

In accordance with the Rules of Procedure for the General Meeting, a General Meeting may be cancelled if there are extraordinary impediments to its holding or its holding would be obviously groundless. The cancellation or rescheduling of a General Meeting should be effected forthwith once the circumstances requiring its cancellation or rescheduling have occurred, but no later than seven days prior to the day when the General Meeting was to be held. If the cancellation or rescheduling of a General Meeting cannot be effected within the deadline specified above, the General Meeting should be held as originally scheduled. If it is impossible or excessively difficult to hold that General Meeting due to existing circumstances, the cancellation or rescheduling of the General Meeting may be effected at any time prior to the day when the General Meeting was to be held. The cancellation or rescheduling of a General Meeting is effected by way of a notice posted on the Company’s website together with reasons and in compliance with other legal requirements. Only the body or person who has convened a General Meeting is entitled to cancel it. A General Meeting with the agenda containing specific issues put thereon at the request of eligible entities, or which has been convened at such request, may only be cancelled with the consent of such requesting entities.

The General Meeting is authorised in particular to:

• review and approve the Company’s full-year financial statements; annual Directors’ report on the Company’s operations; consolidated financial statements of the ORLEN Group and Directors’ report on the ORLEN Group’s operations for the previous financial year,
• acknowledge the fulfilment of duties by the Supervisory Board and Management Board Members,
• decide on the allocation of profit and coverage of loss, and on the application of funds set aside from earnings,
• appoint the Supervisory Board Members, subject to the provisions of Art. 8.2 of the Articles of Association, and establish policies for their remuneration,
• increase and reduce the share capital unless the Commercial Companies Code or the Company’s Articles of Association stipulate otherwise,
• decide on any claims for redress of damage caused upon the Company’s formation or when managing or supervising the Company,
• grant consent to any sale or lease of the business or its organised part, and creation of limited property rights in the business or its organised part,
• grant consent to any sale of real property, perpetual usufruct or interest in real property with a net carrying value exceeding one-twentieth of the Company’s share capital,
• amend the Company’s Articles of Association,
• set up and dissolve reserve capitals and other capitals and funds of the Company,
• resolve to cancel shares and buy shares to be cancelled, and establish the terms of such cancellation,
• issue convertible bonds or bonds with pre-emptive rights and issue warrants,
• dissolve, liquidate and restructure the Company or merge it with another company,
• conclude group contracts within the meaning of Art. 7 of the Commercial Companies Code.

In accordance with the Commercial Companies Code, the right to participate in the Company’s General Meeting is vested only in persons that are the Company’s shareholders sixteen days before the date of the General Meeting (record date).

In accordance with the Commercial Companies Code, the right to participate in the Company’s General Meeting is vested only in persons that are the Company’s shareholders sixteen days before the date of the General Meeting (record date). Shareholders may communicate with the Company via the corporate website, using the contact form available at website or through email (at: walne.zgromadzenie@orlen.pl). They may send a notification of granting power of proxy in electronic form and the power of proxy document (or a power of proxy cancellation document), and they may send requests and documents to the Company, for instance requests to place a matter on the agenda of the General Meeting, draft resolutions for the General Meeting, etc. A section dedicated to the Company’s General Meetings contains some useful materials for shareholders, including a guideline entitled “How to participate in the General Meeting”, information about upcoming General Meetings along with relevant materials, materials pertaining to General Meetings held in the past, including texts of resolutions passed and video files with internet broadcasts of General Meetings.

The General Meeting may be attended by Members of the Management Board and the Supervisory Board, who can participate and speak, even if they are not shareholders, without any invitation. The Annual General Meeting may be attended by Members of the Management Board and the Supervisory Board whose mandates expired before the date of the General Meeting but who still performed their functions during the financial year for which the Directors’ report and the financial statements are to be approved by the Annual General Meeting.

General Meetings may also be attended by other persons invited by the body convening the General Meeting or allowed to enter the meeting room by the Chair, especially qualified auditors, legal and financial advisers and the Company’s employees. Subject to the applicable law and with due consideration of the Company’s interests, PKN ORLEN may allow its General Meetings to be attended by members of the media. The Management Board ensures that each General Meeting is attended by an independent expert in commercial law.

Unless stated otherwise in the Commercial Companies Code or the Articles of Association, resolutions of the General Meeting are passed by an absolute majority of the votes cast. One PKN ORLEN share confers one voting right at the Company’s General Meeting. Limitations on the shareholders’ voting rights are described in the section on special control powers and voting rights.

In 2019, one General Meeting was held. It was the Annual General Meeting and it was held on June 14th 2019..

The Annual General Meeting:

• approved of the Directors’ reports on the operations of the Company and the ORLEN Group as well as the financial statements for 2018,
• acknowledged the fulfilment of duties by all the Supervisory and Management Board Members,
• allocated the net profit for the 2018 financial year in the following manner:

1) PLN 1,496,981,713.50 was allocated to be paid as dividend (PLN 3.5 per share),
2) the balance of PLN 3,937,168,128.67 was allocated to the Company’s statutory reserve funds,

• the previous term of office having expired, the General Meeting appointed nine persons to the Supervisory Board for a new term of office: Izabela Felczak-Poturnicka as Chair of the Supervisory Board and Barbara Jarzembowska, Andrzej Kapała, Michał Klimaszewski, Jadwiga Lesisz, Małgorzata Niezgoda, Anna Sakowicz-Kacz, Andrzej Szumański and Anna Wójcik;
• made further amendments to Resolution No. 4 of the Extraordinary General Meeting of January 24th 2017 on the rules of remuneration for members of the Management Board, and decided to adopt a consolidated text of the resolution incorporating all previous amendments;
• amended Resolution No. 5 of the Extraordinary General Meeting of the Company of January 24th 2017 determining the rules of remunerating members of the Supervisory Board.

The Annual General Meeting also passed resolutions to amend the Company’s Articles of Association. The purpose of these amendments was to:

• enable the Supervisory Board members, in compliance with the Commercial Companies Code, to vote on resolutions of the Supervisory Board by casting their votes in writing through another member of the Supervisory Board;
• redact the provisions of Art. 8.2 of the Articles of Association by specifying that the right to appoint and remove one member of the Supervisory Board rests with the State Treasury, represented by the entity authorised to exercise the rights attached to the shares held by the State Treasury;
• change the powers of the Supervisory Board specified in Art. 8.11 and Art. 8.12 of the Articles of Association. The changes were required to implement the provisions of the Act on State Property Management in the Company’s Articles of Association;
• specify that the Company’s Management Board comprises five to nine members, who are appointed and removed by the Supervisory Board following a recruitment process, with the proviso that 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. It was also determined what requirements candidates for members of the Company’s Management Board should meet;
• specify that the Management Board must prepare and submit to the General Meeting and the Supervisory Board 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 December 16th 2016 to the extent they are applicable to the Company;
• define the rules for disposal of non-current assets in the Company’s Articles of Association;
• require the Company’s Management Board to take steps with a view to introducing into the Articles of Association of companies with respect to which the Company is the parent within the meaning of Art. 4.3 of the Act on Competition and Consumer Protection of February 16th 2007 the principles set out in Art. 17.1-4, Art. 17.6 and Art. 17.6a, taking into consideration the provisions of Art. 17.5, Art. 18.1, Art. 19.1-3, Art. 19.5 and Art. 22, of the Act on State Property Management of December 16th 2016 as well as the obligation to immediately remove any member of such company’s supervisory body who does not meet the requirements set out in the Articles of Association.
• increase the maximum number of Supervisory Board members to ten persons, including the Chair.

The Annual General Meeting also resolved to repeal the General Meeting resolutions which implemented the provisions of the Act on State Property Management adopted as the amendments to the Company’s Articles of Association listed above.

On March 5th 2020, an Extraordinary General Meeting of PKN ORLEN S.A. was held. It changed the composition of the Company’s Supervisory Board and set the number of its members at ten. The Extraordinary General Meeting also removed Ms Małgorzata Niezgoda from the Supervisory Board and appointed Mr Wojciech Jasiński and Mr Dominik Kaczmarski to the Board. Mr Wojciech Jasiński was appointed Chair of the Supervisory Board.