Changes of the Company Statutes
The General Meeting of Shareholders of PKN ORLEN, which recommenced its meeting today after a two-week break, decided to adopt changes in the provisions of the Company Statutes regarding limitations to the Shareholders' right to vote. The General Meeting of Shareholders also adopted changes resulting in the updating and expanding of the provisions of the Company Statutes for the purpose of their compliance with the generally applicable provisions of law.
In response to the motion of the Company's Management Board, the resolution authorising the Management Board or the Chairman of the General Meeting of Shareholders to limit the right to vote of a Shareholder in the event of a justified suspicion that the information obligation regarding relations between the Shareholder and other entities has been breached and the resolution regulating the manner of appointing and recalling the Supervisory Board members, was withdrawn from voting.
The changes adopted by the Shareholders resulted in the creation of provisions regarding the limitation in the Shareholders' right to vote, making more precise the State Treasury, Nafta Polska and Bank of New York being a foreign custodian. These provisions will strengthen the protection of the Company against any actions of Shareholders that fail to disclose their relations. The new provisions of the Company Statutes adopted by the General Meeting of Shareholders will provide the Management Board, Shareholders and Supervisory Board with a mandate to require information to be provided by a given Shareholder in order to allow for the status of such a Shareholder and the number of votes held by such a Shareholder individually or collectively with other Shareholders to be determined. Simultaneously, the General Meeting of Shareholders decided that a person failing to fulfil or improperly fulfilling the information obligation can exercise a right to vote only with regard to one share, and any right to vote that would be exercised with regard to remaining shares before such a failure is remedied shall be regarded as invalid.
New provisions will allow for the better identification of relations between individual Shareholders in terms of a relationship between a parent company and a subsidiary. Therefore, the total number of votes held by related entities that have been so far identified as independent and that exercised votes at the General Meeting of Shareholders in the same manner, will be subject to limitation in the right to vote down to 10%.
Some of the adopted changes adjust the provisions of the Company Statutes to the applicable requirements regarding, for example, the classification of business activities, Commercial Companies Code and recommendations of the Good Practices of Companies Listed on the Warsaw Stock Exchange.
The provisions changed pursuant to the decision of Shareholders will also improve the works of the Management Board and the Supervisory Board and will make the definitions and terminology more precise.
The presented draft of the provisions also includes changes to the Regulations of the General Meeting of Shareholders, which are aimed at adjusting the provisions of such Regulations covering the principles for convening general meetings of shareholders to the generally applicable provisions of law.
