The voting results of the resolutions adopted by the OGM 28.04.2015 

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Resolutions passed by the Ordinary General Meeting held on 28 April 2015

Decision of the Ordinary General Meeting regarding dividend payment in 2015

Shareholders with at least 5% of votes at OGM of PKN ORLEN

Set of presentation materials for the OGM to be held on 28 April 2015

Volume I (download the whole content)

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Table of contents

1. Convocation of the Ordinary General Meeting of PKN ORLEN S.A.
   1.1. Notice on convocation of the Ordinary General Meeting of PKN ORLEN S.A.
   1.2. Resolution No. 5352/15 of the Management Board of PKN ORLEN S.A. of 31 March 2015 regarding convocation of the Ordinary General Meeting of the Company.
   1.3. Resolution No 5353/15 of the Management Board of PKN ORLEN S.A. of 31 March 2015 regarding the draft resolutions of the Ordinary General Meeting of the Company.
   1.4. Resolution No. 1572/15 of PKN ORLEN Supervisory Board of 31 March 2015 on   evaluating the agenda and draft resolutions of the Ordinary General Meeting.

2. Election of the Chairman of the General Meeting.
Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the election of the Chairman of the Ordinary General Meeting.

3. Confirmation of the proper convocation of the General Meeting and its ability to adopt resolutions.
Declaration of the Chairman of the Ordinary General Meeting.

4. Adoption of the agenda.
Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the adoption of the agenda of the Ordinary General Meeting.

5. Election of the Tellers Committee.
Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the election of the Tellers Committee.

6. Materials related to the point: Examination of the Management Board report on the Company’s activities, the Company’s financial statement for the financial year 2014, as well as the motion of the Management Board regarding the coverage of the net loss for the financial year 2014 and the amount of the dividend payment in 2015.

   6.1. Stand-alone Annual Report of PKN ORLEN S.A. for the year ended on 31  December 2014.
      6.1.1. Letter of the President of the Management Board to the Shareholders.
      6.1.2. Opinion and Report of the Independent Auditor on the evaluation of the stand-alone financial statement for the financial year ended on 31 December 2014.
      6.1.3. Annual Report of Polski Koncern Naftowy ORLEN Spółka Akcyjna for the year ended on 31 December 2014.
      6.1.4. Report of the Management Board on activities of Polski Koncern Naftowy ORLEN Spółka Akcyjna for the year ended on 31 December 2014.

   6.2. Recommendation of the Management Board regarding covering the net loss for the financial year 2014 and the level of dividend payment in year 2015. 
   6.3. Resolution No. 5339/15 of the Management Board of PKN ORLEN S.A. of 24 March 2015 regarding approval of the report of the Management Board on activities of Polski Koncern Naftowy ORLEN Spółka Akcyjna for the year ended on 31 December 2014 and the stand-alone financial statement of Polski Koncern Naftowy ORLEN Spółka Akcyjna for the year ended on 31 December 2014.
   6.4. Resolution No. 5341/15 of the Management Board of PKN ORLEN S.A. of 24 March 2015 regarding covering the net loss for the financial year 2014.
   6.5. Resolution No. 5342/15 of the Management Board of PKN ORLEN S.A. of 24 March 2015 r. regarding the level of dividend payment in year 2015.
   6.6. Resolution No. 1568/15 of the Supervisory Board of PKN ORLEN S.A. of 31 March 2015 regarding opinion on the report of the Management Board of the Company on activities of Polski Koncern Naftowy ORLEN Spółka Akcyjna and the stand-alone financial statement of Polski Koncern Naftowy ORLEN Spółka Akcyjna for the year ended on 31 December 2014.
   6.7. Resolution No. 1570/15 of the Supervisory Board of PKN ORLEN S.A. of 31 March 2015  regarding the opinion on the motion of the Company’s Management Board on the coverage of loss for financial year 2014.
   6.8. Resolution No. 1571/15 of the Supervisory Board of PKN ORLEN S.A. of 31 March 2015  regarding the opinion on the motion of the Company’s Management Board on the level of dividend payment in year 2015.

Volume II  (download the whole content)

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Table of contents

7. Materials related to the point: Examination of the report of the Management Board on the ORLEN Capital Group’s activities and the ORLEN Capital Group’s consolidated financial statement for the financial year 2014.
   7.1. Consolidated Annual Report of the ORLEN Capital Group for the year 2014.
      7.1.1. Letter of the President of the Management Board to the Shareholders.
      7.1.2. Opinion and Report of the Independent Auditor on the evaluation of the consolidated financial statement for the financial year ended on 31 December
2014.
      7.1.3. Annual Report of the ORLEN Capital Group for the year ended on 31 December 2014.
      7.1.4. Report of the Management Board on activities of the ORLEN Capital Group for the year ended on 31 December 2014.
   7.2. Resolution No. 5340/15 of the Management Board of PKN ORLEN S.A. of 24 March 2015 regarding the approval of the report of the Management Board on activities of the ORLEN Capital Group for the year ended on 31 December 2014 and the consolidated financial statement of the ORLEN Capital Group for the year ended on 31 December 2014. 
   7.3. Resolution No. 1569/15 of the Supervisory Board of PKN ORLEN S.A. of 31 March 2015 regarding the opinion on the report of the Management Board on activities of the ORLEN Capital Group for the year ended on 31 December 2014 and the consolidated financial statements of the ORLEN Capital Group for the year ended on 31 December 2014.

8. Materials related to the point: Examination of the report of the Supervisory Board for the year 2014 containing and taking into account:
a) evaluation of the Management Board report on the Company’s activities and the Company’s financial statement for the financial year 2014 in terms of their compliance with books, records, and facts, and the motion of the Management Board regarding the coverage of the net loss for the financial year 2014 and the amount of the dividend payment in 2015,
b) evaluation of the Management Board report on the ORLEN Capital Group’s activities and the ORLEN Capital Group’s consolidated financial statement for the financial year 2014,
c) the requirements of the Best Practices of Companies Listed on the Warsaw Stock Exchange.

   8.1. Resolution No. 1573/15 of the Supervisory Board of PKN ORLEN S.A. of 31 March 2015 regarding the approval by the Supervisory Board of the report compliant with the requirements of the Commercial Companies Code and the Best Practices of the Companies Listed on the Stock Exchange.
   8.2. Report of the Supervisory Board of PKN ORLEN S.A. for 2014.

9. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. on approval of the report of the Management Board on the Company’s activities for the financial year 2014.
 
10. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. on approval of the Company’s financial statement for the financial year 2014.

11. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. on approval of the report of the Management Board on the ORLEN Capital Group’s activities for the financial year 2014.

12. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. on approval of the ORLEN Capital Group’s consolidated financial statement for the financial year 2014.

13. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the coverage of the net loss for the financial year 2014.

14. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the amount of the dividend payment in 2015.

15. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the acknowledgement of the fulfilment of duties by the members of the Management Board of the Company in 2014.

16. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the acknowledgement of the fulfilment of duties by the members of the Supervisory Board in 2014.

17. Materials related to the point: Examination of the motion and adoption of the resolutions regarding amendments to the Company’s Articles of Association and establishment of the unified text of the amended Articles of Association.
   17.1. Address of the Company's Management Board to the Shareholders of PKN ORLEN S.A. regarding the changes of the Company Statute and the determination of the uniform text of the Company’s Articles of Association.
   17.2. Draft resolutions of the Ordinary General Meeting of PKN ORLEN S.A. regarding the changes of the Company’s Articles of Association.
   17.3. Draft resolution of the Ordinary General Meeting of PKN ORLEN S.A. regarding the determination of the uniform text of the Articles of Association.

SAMPLE FORMS FOR PKN ORLEN SHAREHOLDERS (download the whole content)

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1. Sample form authorising a representative to execute a voting right on the Ordinary General Meeting of PKN ORLEN Shareholders on 28 April 2015.
2. Notice of granting a power of attorney to a legal person via electronic mail.
3. Notice of granting a power of attorney to a natural person via electronic mail.
4. Proposal to include certain issues in the agenda of the General Meeting of PKN ORLEN Shareholders.

Information regarding total number of Company's shares and total number of votes on the date of convening of OGM.

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