ORLEN and Synthos reach agreement paving the way for Poland’s first SMR nuclear power plant in Włocławek
Equalisation of partner rights, secured access to U.S. technology, designation of the first project site, and agreement on the next steps – ORLEN has successfully concluded negotiations on the operating model of OSGE. The agreement with Synthos Green Energy paves the way for tangible steps that will lead to the development of Poland’s first small modular reactor (SMR) plant, to be constructed in Włocławek – a site selected by ORLEN.
“Poland will host the first BWRX-300 small modular reactor in Europe. We are building the energy system of tomorrow. This reflects the essence of decision by the ORLEN Group Supervisory Board, which approved the agreement. We spent over a year negotiating terms that safeguard ORLEN’s interests, securing for our joint venture with Synthos direct access to U.S. SMR technology that will enable the project’s delivery,” said Ireneusz Fąfara, President of the Management Board of ORLEN.
The agreement between ORLEN and Synthos consists of two key components. The first is a revised version of the company’s articles of association and shareholder agreement, under which ORLEN and Synthos Green Energy each hold a 50% equity stake. The amendments ensure equal rights for both shareholders and strengthen ORLEN’s control over strategic corporate matters. The second element is a licensing agreement that grants OSGE full access to the BWRX-300 reactor technology (Standard Design) developed in the United States. This will allow the project to proceed towards the construction of Poland’s first SMR facility, located in Włocławek – a site of strategic importance for ORLEN. A special purpose vehicle controlled by the concern will be responsible for its construction.
The BWRX-300 reactor, developed by U.S.-based GE Vernova, is the most advanced SMR design currently available worldwide. Access to this technology places OSGE – and by extension, ORLEN – at the forefront of the global deployment of small modular reactors.
Equal rights for shareholders
The revised articles of association and shareholder agreement of OSGE equalise the rights of both shareholders and formally designate Włocławek as the priority location for the construction of Poland’s first BWRX-300 reactor.
ORLEN and Synthos Green Energy will alternate in appointing the President of the Management Board and the Chair of the Supervisory Board of OSGE, with the rotation taking place every three years. ORLEN will hold the initial right to appoint the Chair of the Supervisory Board, while Synthos Green Energy will nominate the first President of the Management Board. Thereafter, these appointment rights will rotate between the partners.
The amended articles of association also introduce a Steering Committee, responsible for oversight and management of the agreement’s implementation, as well as decision-making on operational matters concerning OSGE and the special purpose vehicles established to deliver subsequent reactor projects.
At least two reactors in the ORLEN Group by 2035
BWRX-300 technology features in ORLEN’s corporate strategy The Energy of Tomorrow Starts Today. According to the roadmap, the Group aims to commission at least two SMR units with a capacity of 0.6 GW by 2035.
