PKN ORLEN S.A. (“Company”) informs that to the agenda of the Ordinary General Meeting, convened for 14 June 2019, after point 21 “Consideration of and voting on resolutions to amend the Company’s Articles of Association and to determine the consolidated text of the Articles of Association” there has been entered following points:
1. Consideration of and voting on a resolution on the terms of proceedings regarding conclusions of agreements on legal services, marketing services, public relations and public communication services and management advisory services and changes of these agreements and repealing the resolution no 34 of the Ordinary General Meeting of PKN ORLEN dated 30 June 2017 regarding terms of proceedings regarding conclusions of agreements on legal services, marketing services, public relations and public communication services and management advisory services and changes of these agreements.
2. Consideration of and voting on a resolution on the terms of sale of fixed assets and repealing the resolution no 36 of the Ordinary General Meeting of PKN ORLEN dated 30 June 2017 regarding terms of sale of fixed assets.
3. Consideration of and voting on a resolution on the obligation of submission of representative expenditures statements, expenditures on legal services, marketing services, public relations and public communication services and management advisory services as well as best practices report and repealing the resolution no 37 of the Ordinary General Meeting of PKN ORLEN dated 30 June 2017 regarding the obligation of submission of representative expenditures statements, expenditures on legal services, marketing services, public relations and public communication services and management advisory services.
4. Consideration of and voting on a resolution to implement rules specified in the act on state asset management in companies towards which the Company is a parent entity and to repeal the resolution no 39 of the Ordinary General Meeting of PKN ORLEN S.A. dated 30 June 2017 regarding implementation of rules specified in the Act on state asset management in companies towards which the Company is a parent entity.
5. Consideration of and voting on a resolution on rules of fixed assets management.

The abovementioned change has been made on the basis of the motion submitted pursuant to Article 401 par. 1 of the Code of Commercial Companies, delivered by the Shareholder the State Treasury as of 24 May 2019. In the justification to the submitted motion the shareholder pointed that the change in the Ordinary General Meeting agenda comes from the amendments to the Act as of 16 December 2016 on state asset management.

Pursuant to Article 401 par. 2 of the Code of Commercial Companies, PKN ORLEN announces a new agenda of the Ordinary General Meeting, changed on the request of the Shareholder:
1. Opening of the General Meeting.
2. Appointment of the Chairperson of the Meeting.
3. Confirmation that the General Meeting has been properly convened and has  the legal capacity to adopt resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Committee.
6. Consideration of the Directors’  Report on the activities of the ORLEN Group and PKN ORLEN S.A. in 2018.
7. Consideration of the financial statements of PKN  ORLEN S.A. for  the year ended December 31st 2018, as well as the Management Board’s recommendation regarding the distribution of net profit for the financial year 2018.
8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended December 31st 2018.
9. Consideration of the report of the Supervisory Board of PKN ORLEN S.A. for the financial year 2018.
10. Presentation of the 2018 Report on entertainment expenses, legal expenses, marketing expenses, public relations and communication expenses, and  management consultancy fees.
11. Voting on a resolution to receive the Directors’  Report on the activities of the ORLEN Group and PKN ORLEN S.A. in 2018.
12. Voting on a resolution to receive the financial statements of PKN ORLEN S.A. for the year ended December 31st 2018.
13. Voting on a resolution to receive the consolidated financial statements of the ORLEN Group for the year ended December 31st 2018.
14. Voting on a resolution to distribute net profit for the financial year 2018 and to determine the dividend record date and the dividend payment date.
15. Voting on resolutions to grant discharge to members of the Management Board of  PKN ORLEN S.A. for performance of their duties in 2018.
16. Voting on resolutions to grant discharge to members of the Supervisory Board of PKN ORLEN S.A. for performance of their duties in 2018.
17. Voting on a resolution on the number of Supervisory Board members.
18. Voting on resolutions to appoint members of the Supervisory Board for a new term.
19. Voting on a resolution to amend resolution no 4 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Management Board.
20. Voting on a resolution to amend resolution no 5 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Supervisory Board.
21. Consideration of and voting on resolutions to  amend the Company’s Articles of Association and to determine the consolidated text of the Articles of Association.
22. Consideration of and voting on a resolution on the terms of proceedings regarding conclusions of agreements on legal services, marketing services, public relations and public communication services and management advisory services and changes of these agreements and repealing the resolution no 34 of the Ordinary General Meeting of PKN ORLEN dated 30 June 2017 regarding terms of proceedings regarding conclusions of agreements on legal services, marketing services, public relations and public communication services and management advisory services and changes of these agreements.
23. Consideration of and voting on a resolution on the terms of sale of fixed assets and repealing the resolution no 36 of the Ordinary General Meeting of PKN ORLEN dated 30 June 2017 regarding terms of sale of fixed assets.
24. Consideration of and voting on a resolution on the obligation of submission of representative expenditures statements, expenditures on legal services, marketing services, public relations and public communication services and management advisory services as well as best practices report and repealing the resolution no 37 of the Ordinary General Meeting of PKN ORLEN dated 30 June 2017 regarding the obligation of submission of representative expenditures statements, expenditures on legal services, marketing services, public relations and public communication services and management advisory services.
25. Consideration of and voting on a resolution to implement rules specified in the act on state asset management in companies towards which the Company is a parent entity and to repeal the resolution no 39 of the Ordinary General Meeting of PKN ORLEN S.A. dated 30 June 2017 regarding implementation of rules specified in the Act on state asset management in companies towards which the Company is a parent entity.
26. Consideration of and voting on a resolution on rules of fixed assets management.
27. Closing of the General Meeting.

According to the draft resolutions submitted by the Shareholder, the State Treasury on 24 May 2019, regarding the point 21 of the agenda of the Ordinary General Meeting: “Consideration of and voting on resolutions to amend the Company’s Articles of Association and to determine the consolidated text of the Articles of Association.”, the Management Board presents the amendments to the Company’s Articles of Association proposed by the Shareholder:

1. The existing Article 8 par. 2 is amended as follows:

„The Supervisory Board shall be appointed and removed in the following way:
1) The State Treasury represented by an entity authorized to exercise rights from shares held by the State Treasury, shall have the right to appoint and remove one member of the Supervisory Board:
2) Other members of the Supervisory Board, including all members referred to in Article 8.5, shall be appointed by the General Meeting;

The State Treasury’s right to appoint a Supervisory Board member shall expire upon disposal of all Company shares by the State Treasury.”

2. The existing Article 8 par. 11 is amended as follows:

„The Supervisory Board shall exercise ongoing supervision over the Company’s activities.
The powers and responsibilities of the Supervisory Board shall also include:
1. Subject to Art. 9.1.3, appointing and removing the President, Vice Presidents and other members of the Management Board;
2. Representing the Company in agreements and contracts concluded with Management Board members, including agreements regulating their terms and conditions of employment;
3. Suspending, for a good reason, any or all Management Board members from their duties, as well as delegating its member(s) to temporarily stand in for Management Board members who are unable to perform their duties;
4. Approving the Rules of Procedure for the Management Board;
5. Appointing a qualified auditor of financial statements to perform audits or reviews of the financial statements of the Company and consolidated financial statements of the Group;
6. Assessing the Company's financial statements in terms of their consistency with the accounting records and documents, as well as with the facts; assessing the Directors' Report on the Company's operations and the Management Board’s proposals concerning allocation of profit or coverage of loss, and presenting written annual reports on findings of such assessments to the General Meeting;
6a. Assessing the Group's financial statements and of the Directors’ Report on the Group’s operations, and presenting written annual reports on findings of such assessments to the General Meeting;
7. Providing opinions on all matters to be submitted by the Management Board for consideration to the Annual or Extraordinary General Meeting;
8. Granting approval to members of the Management Board to serve, and receive remuneration for serving, on supervisory or management bodies of other entities;
9. Granting consent for implementation of an investment project and for assuming related liabilities if these involve expenditure or charges exceeding the equivalent of a half of the Company's share capital;
10. Defining the scope, required level of detail, and submission dates of annual and long-term budgets as well as Company development strategies prepared by the Management Board;
11. Approving the Company development strategies and long-term budgets;
12. Providing opinions on annual budgets;
13. At the Management Board's request, granting consent to any disposal of real property, or perpetual usufruct rights or interest in real property, whose net carrying amount does not exceed one-twentieth of the Company's share;
14. At the Management Board's request, granting consent to the acquisition of real property, or perpetual usufruct rights or interest in real property, whose value at net acquisition price exceeds one-fortieth of the Company's share capital;
15. Approval of the report on representative expenditures, expenditures on legal services, marketing services, public relations and public communication services, and management advisory services, whereas the Supervisory Board defines the scope of the report, taking into account the need to respect legally protected secrets, and particular referred to in Article 428 of the Code of Commercial Companies;
16. Approval of the best practices report referred to in art. 7 par. 3 of the Act as of 16 December 2016 on the principles of state asset management, if they apply to the Company, the scope of the report will take into account the need to respect legally protected secrets, and in particular those indicated in art. 428 of the Code of Commercial Companies;
17. Granting consent to the acquisition by the Company of Company shares with a view to preventing serious damage referred to in Art. 362.1.1 of the Commercial Companies Code, imminently threatening the Company;
18. Appointment of acting President of the Management Board, referred to in Art. 9.3.3, if the President of the Management Board has been suspended from duties or his or her mandate has expired before the end of term;
19. Approval of detailed rules and procedures for selling fixed assets.”.

3. The existing Article 8 par. 12 is amended as follows:

“The Management Board shall seek approval from the Supervisory Board for the following actions:

1. Subject to Par. 7.7.7 and 7.7.8 and Par. 8.11.13 managing of the fixed assets in the meaning of the Act as of 29 September 1994 on accounting classified to the intangible assets, tangible fixed assets or long-term investments, including a contribution to the company or to cooperative, if the market value of that assets exceeds PLN 100 000 000 or 5% of the total assets in the meaning of the Act as of 29 September 1994 on accounting, set on the base of the recently approved financial statement as well as leasing of that assets out to another entity for the period longer than 180 days in the calendar year, on the base of the legal action, if the market value of the legal action exceeds PLN 100 000 000 or 5% of the total assets, providing that leasing out in case of:
a) leasing, renting and other agreements regarding leasing the asset for payable use to other entities – the market value of the legal action subject consist of the payments for the
- year – if leasing of the assets was made on the base of the agreements concluded for indefinite period.
- the whole contractual period – in case of agreements concluded for definite period.
b) agreement of lending for use and other agreements regarding leasing the asset for non-payable use to other entities – the market value of the legal action subject consists of equivalent of the payments that apply in case of leasing or renting agreement is concluded, for:
- year – if leasing of the assets was made on the base of the agreements concluded for indefinite period.
- the whole contractual period – in case of agreements concluded for definite period.

2. Subject to Par. 8.11.14 the purchase of fixed assets in the meaning of the Act as of 29 September 1994 on accounting, with the value exceeding PLN 100 000 000 or 5% of the total assets in the meaning of the Act as of 29 September 1994 on accounting, set on the base of the recently approved financial statement;
3. Subject to Par. 8.12.5 the approval for purchase, acquisition or disposal of shares in companies as well as for the Company’s contribution in other entities – the Supervisory Board may define the money threshold, conditions and way the Management Board can realize the mentioned actions without obligation to seek the Supervisory Board approval, providing that the Supervisory Board approval is necessary for:
a) Acquisition or purchase of shares or contribution in other company with the value exceeding:
- PLN 100 000 000 or
- 10% of the total assets in the meaning of the Act as of 29 September 1994 on accounting, set on the base of the recently approved financial statement,
b) Disposal of shares or contribution in other company with the value exceeding:
- PLN 100 000 000 or
- 10% of the total assets in the meaning of the Act as of 29 September 1994 on accounting, set on the base of the recently approved financial statement,
4. Establishment of a division abroad;
5. Disposal or encumbrance of any shares in the following companies: Naftoport Sp. z o.o., Inowrocławskie Kopalnie Soli S.A., and the company to be established to handle the transport of liquid fuels via pipelines;
6. Assumption of any other liability whose value, under a single transaction or a series of related transactions executed in one financial year, exceeds the equivalent of one-fifth of the Company's share capital, excluding:
a) any actions taken in the ordinary course of business, in particular any actions related to trade in Fuels and Energy,
b) any actions that received a positive opinion of the Supervisory Board in annual budgets,
c) any actions requiring approval by the General Meeting,
d) any actions undertaken in connection with the implementation of an investment project approved by the Supervisory Board pursuant to Article 8.11.9 above, up to an amount representing 110% of the budgeted cost of such investment project,
e) Any actions related to the implementation of an investment project and assumption of the related liabilities, if the resulting expenditure or charges do not exceed the threshold specified in Article 8.11.9 above;
7. Equity investments and investments in property, plant and equipment carried out by the Company on foreign markets, whose value exceeds one-twentieth of the Company's share capital;
8. Exercise by the Company of its voting rights at general meetings of Subsidiaries or other companies, if the value of shares held by the Company, measured at acquisition or subscription price, exceeds one-fifth of the Company's share capital, where the vote relates to:
- the company's merger with another company or its transformation,
- sale or lease of the company’s business or its encumbrance with usufruct rights,
- amendments to the company's articles of association,
- conclusion of a parent/subsidiary agreement within the meaning of Art. 7 of the Commercial Companies Code,
- dissolution of the company;
9. Conclusion of agreements on legal services, marketing services, public relations and public communication services and management advisory if the amount of remuneration provided for the services rendered in total in this agreement or other agreements concluded with the same entity exceeds PLN 500,000 net annually;
10. Amendments to agreements on legal services, marketing services, public relations and public communication services and management advisory, increasing the remuneration above the amount referred to in point 9;
11. Conclusion of agreements on legal services, marketing services, public relations and public communication services and management advisory in which the maximum amount of remuneration is not foreseen;
12. Conclusion of donation agreement  or other agreement with a similar effect with a value exceeding PLN 20,000 or 0,1% of the total assets within the meaning of the Act as of 29 September 1994 on accounting, set on the base of the recently approved financial statement;
13. Conclusion of debt relief contract or other agreement with a similar effect with a value exceeding PLN 50,000 or 0,1% of the total assets within the meaning of the Act as of 29 September 1994 on accounting set on the base of the recently approved financial statement;
14. Payment of interim dividend.”.

4. The existing Article 8 par. 13 is amended as follows:

„As long as the State Treasury is entitled to appoint a member of the Supervisory Board, to pass a resolution to approve any of the actions referred to in Article 8.12.5 above shall require that the Supervisory Board member appointed by the State Treasury vote in favour of such resolution.”.

5. The existing Article 9 par. 1 is amended as follows:
„1. The Management Board shall consist of five to nine members, including the President, Vice President other members of the Management Board.
2. Subject to point 3, members of the Management Board shall be appointed and dismissed by the Supervisory Board. Appointment of a member of the Management Board follows the qualification procedure, the purpose of which is to check and assess the qualifications of candidates and to select the best candidate for a Member of the Board. The Supervisory Board, by commencing the qualification proceedings for the position of a Member of the Management Board, specifies the detailed rules and procedure of the proceedings, date and place of receiving applications, date and place of the interview, scope of issues to be interviewed, requirements and the way of assessing the candidate.
3. One member of the Management Board is appointed and dismissed by the entity authorized to exercise rights from shares held by the State Treasury, until the State Treasury disposes of the last share of the Company.
4. A candidate for a member of the Management Board of the Company may be a person who meets the following conditions jointly:
1) has a university degree or higher education obtained abroad recognized in the Republic of Poland, based on separate regulations,
2) has at least a 5-year employment period based on job contract, appointment, election, cooperative employment contract, or provision of services under a different contract or business activity on its own account,
3) has at least 3 years of experience in managerial or independent positions or resulting from running a business on its own account;
4) meets other than listed in point 1-3 requirements specified in separate regulations, and in particular do not violate restrictions or prohibitions on the position of a member of the management body in commercial companies.
5. A candidate for a member of the Management Board may not be a person who meets at least one of the following conditions:
1) acts as a social collaborator or is employed in a parliamentary, senatorial, parliamentary-senatorial office or in the office of a Member of the European Parliament under a job contract or provides work on the basis of a contract of mandate or other agreement of a similar nature,
2) is part of the body of a political party representing the political party outside and entitled to incur liabilities,
3) is employed by a political party on the basis of an job contract or provides work on the basis of a contract of mandate or another agreement of a similar nature,
4) does the function of company’s trade union or company's trade union of Capital Group,
5) his/her social or commercial activity raises a conflict of interest regarding the company's operations."

6. In Par. 9 there is added item 11 with the following wording:

“The Management Board is obliged to prepare and submit to the General Meeting and to the Supervisory Board together with the report on the Company’s operations for the previous year, a report on representative expenditures, expenditures on legal services, marketing services, public relations and public communication services and management advisory services as well as best practices report mentioned in art. 7 item 3 of the Act as of 16 December 2016 on state asset management, providing that they will apply to the Company. The reports shell be prepared with consideration of the need for the respect of the legally protected secrets, especially mentioned in art. 428 of the Commercial Code.”

7. The existing Article 10 is amended as follows:

„Article 10 Rules of fixed assets disposal

1. Disposal of fixed assets by the Company in the meaning of the Act as of 29 September 1994 on accounting, with the market value above 0,1% of the total assets, set on the base of the recently approved financial statement , is made by the way of tender or auction, unless the market value of the assets to be sold does not exceed PLN 20 000.

2. The Company can dispose the fixed assets without a tender or auction in case if:
1) The subject of the agreement consists of shares or other financial parts of fixed assets or licenses, patents or other industry ownership rights or know how, if the conditions or the way of sale different than the tender or auction are described in the rules on fixed assets disposal, approved by the Supervisory Board.
2) Disposal is made by the liquidation according to rules described in the resolution of the General Meeting with the respect for the separate regulations.
3) The subject of disposal consists of housing apartment owned by the Company and the disposal is made with the price not lower than 50% of their market value, for tenant or a close person that lives with him/her permanently in the meaning of art. 4.13 of the Act as of 21 August 1997 on real estate managing, the price is set with consideration that the subject of disposal consists of occupied apartments, the value of modernization made by the tenant is included in the price of the apartment.
4) in other justified cases with the approval of the Supervisory Board,
5) the disposal is made for the subsidiaries,
6) the subject of disposal consists of CO2 emission rights and their equivalents.

Detail rules of fixed assets disposal that is mentioned in item 1 and rules described in item 2 point 1 are prepared by the Management Board and approved by the Supervisory Board.”

8. Article 11 is added with following wording:
“The Management Board is obliged to take up actions aiming at implementing to the articles of association/ agreements of companies, where PKN ORLEN S.A. is a parent company in the meaning of art. 4.3 of the Act as of 16 February 2007 on competition and consumers protection, the rules mentioned in art. 17 item 1-4, 6 and 6a with consideration of art. 17 item 5, art. 18 item 1, art. 19 item 1-3 and 5, art. 22 of the to the Act as of 16 December 2016 on state asset management as well as the obligation of immediate dismissal of the member of the supervisory body of the company who does not meet the requirements set in the articles of association/ agreement.”

9. Article 12 is added with following wording:

“Article 12 Company duration and financial year
1. The Company’s duration shall be unlimited.
2. The Company’s financial year shall be the calendar year.”

The draft resolution submitted by the Shareholder as well as changed draft resolution with agenda of the Ordinary General Meeting are attached hereto regulatory announcement in the Polish language version. English translation of these documents will be available at the Company’s website www.orlen.pl, tab: Investor relations/General Meetings as quickly as possible. The other draft resolutions of the Ordinary General Meeting, including draft resolution on the changes to the Company’s Articles of Association announced by the Company’s management Board on 14 May 2019, remain unchanged.

All information regarding the Ordinary General Meeting is available at the Company’s website www.orlen.pl, tab: Investor relations/General Meetings.