Extraordinary General Meeting 06.02.2024
06.02.2024
02.02.2024
Candidates for ORLEN Supervisory Board Members
ORLEN S.A. (“Company”) informs that the Company’s shareholders, Nationale-Nederlanden Otwarty Fundusz Emerytalny and the State Treasury, in connection with the Extraordinary General Meeting of ORLEN S.A., convened for February, 6th 2024, the agenda of which consists of among others the point regarding changes in the composition of the Company’s Supervisory Board, submitted candidates for members of ORLEN Supervisory Board.
Candidates for ORLEN Supervisory Board Members - Regulatory announcement no 6/2024
22.01.2024
ORLEN S.A. (“ORLEN”, “Company”) submits responses to the questions of the shareholder, the State Treasury asked pursuant to Article 428 par. 6 of the Code of Commercial Companies and concerning items 6, 7 and 8 of the agenda of the Extraordinary General Meeting of ORLEN to be held on 6 February 2024, i.e.:
“6. Consideration of and voting on a resolution to approve the disposal of 100% of shares in Gas Storage Poland Sp. z o.o. of Dębogórze.
7. Consideration of and voting on a resolution to approve the disposal by the Company of properties situated in the Stara Biała Municipality and in Płock, together with their component parts, through their contribution in kind as payment for shares in the increased share capital of ORLEN Olefiny Spółka z ograniczoną odpowiedzialnością of Płock (KRS No. 0000906575) in connection with the continued construction of the Olefins III Complex by ORLEN Olefiny and the process of raising financing for the Project in the form of project finance.
8. Consideration of and voting on a resolution to approve the disposal of an organised part of the Company’s business to PGNiG Upstream Polska Spółka z ograniczoną odpowiedzialnością of Warsaw (Number in the National Court Register: KRS 0000919530), to be effected by contributing the organised part of business as a contribution in kind and subscribing, in exchange, for all new shares in the increased share capital of PGNiG Upstream Polska Spółka z ograniczoną odpowiedzialnością.”
11.01.2024
ORLEN S.A. (“ORLEN”, “Company”) informs about a change in the agenda of the ORLEN Extraordinary General Meeting to be held on 6 February 2024 (“EGM”), initiated at the request of the Company’s Shareholder, the State Treasury on January 9, 2024. The amendment to the agenda of the EGM involves the introduction of a new item: “Consideration of and voting on the resolutions regarding changes in the composition of the Company’s Supervisory Board”. The change has been made according to Article 401 par. 1 of the Code of Commercial Companies and par. 7 item 4 point 3 of the Company’s Articles of Association.
Additionaly, according to par. 14 item 2 of the Company’s Rules of procedure for the General Shareholders Meeting, the Company’s Managament Board has included in the EGM agenda an item: “Consideration of and voting on a resolution on determination of the number of Supervisory Board members.”
The EGM agenda is as follows:
1. Opening of the General Meeting.
2. Appointment of the Chair of the General Meeting.
3. Confirmation that the General Meeting has been properly convened and has the capacity to pass binding resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Committee.
6. Consideration of and voting on a resolution to approve the disposal of 100% of shares in Gas Storage Poland Sp. z o.o. of Dębogórze.
7. Consideration of and voting on a resolution to approve the disposal by the Company of properties situated in the Stara Biała Municipality and in Płock, together with their component parts, through their contribution in kind as payment for shares in the increased share capital of ORLEN Olefiny Spółka z ograniczoną odpowiedzialnością of Płock (KRS No. 0000906575) in connection with the continued construction of the Olefins III Complex by ORLEN Olefiny and the process of raising financing for the Project in the form of project finance.
8. Consideration of and voting on a resolution to approve the disposal of an organised part of the Company’s business to PGNiG Upstream Polska Spółka z ograniczoną odpowiedzialnością of Warsaw (Number in the National Court Register: KRS 0000919530), to be effected by contributing the organised part of business as a contribution in kind and subscribing, in exchange, for all new shares in the increased share capital of PGNiG Upstream Polska Spółka z ograniczoną odpowiedzialnością.
9. Consideration of and voting on a resolution to approve the subscription for shares in the increased share capital of Polska Spółka Gazownictwa sp. z o.o. of Tarnów (Number in the National Court Register: KRS 0000374001) in exchange for a contribution in kind in the form of property, plant and equipment comprising transmission infrastructure, i.e., gas pipelines and related gas network assets, land and perpetual usufruct of land.
10.Consideration of and voting on a resolution on determination of the number of Supervisory Board members.
11.Consideration of and voting on the resolutions regarding changes in the composition of the Company’s Supervisory Board.
12.Closing of the General Meeting.
12.12.2023
Notice of the Extraordinary General Meeting of ORLEN S.A. to be held on February, 6th 2024
ORLEN Spółka Akcyjna, with its registered office in Płock at ul. Chemików 7, entered in the Business Register maintained by the District Court for Łódź-Śródmieście in Łódź, XX Commercial Division of the National Court Register, under No. KRS 0000028860, with share capital/paid-up of PLN 1.451.177.561,25 Tax Identification Number NIP 774-00-01-454 (‘ORLEN S.A.’ or the ‘Company’).
Date, time, venue and agenda of the General Meeting
The Management Board of ORLEN S.A., acting pursuant to Art. 399.1 of the Commercial Companies Code and Art. 7.4.1 of the Company's Articles of Association, hereby gives notice that the Extraordinary General Meeting of ORLEN Spółka Akcyjna (the ‘General Meeting’ or the ‘Meeting’) will be held at Dom Technika, ul. Kazimierza Wielkiego 41, 09-400 Płock, Poland, on February, 6th 2024 at 11.00 am, with the following agenda:
1. Opening of the Extraordinary General Meeting;
2. Appointment of the Chair of the Extraordinary General Meeting;
3. Confirmation that the Extraordinary General Meeting has been properly convened and has the capacity to pass resolutions;
4. Adoption of the agenda;
5. Appointment of the Ballot Committee;
6. Consideration of and voting on a resolution to approve the disposal of 100% of shares in Gas Storage Poland Sp. z o.o. of Dębogórze.
7. Consideration of and voting on a resolution to approve the disposal by the Company of properties situated in the Stara Biała Municipality and in Płock, together with their component parts, through their contribution in kind as payment for shares in the increased share capital of ORLEN Olefiny Spółka z ograniczoną odpowiedzialnością of Płock (KRS No. 0000906575) in connection with the continued construction of the Olefins III Complex by ORLEN Olefiny and the process of raising financing for the Project in the form of project finance.
8. Consideration of and voting on a resolution to approve the disposal of an organised part of the Company’s business to PGNiG Upstream Polska Spółka z ograniczoną odpowiedzialnością of Warsaw (Number in the National Court Register: KRS 0000919530), to be effected by contributing the organised part of business as a contribution in kind and subscribing, in exchange, for all new shares in the increased share capital of PGNiG Upstream Polska Spółka z ograniczoną odpowiedzialnością.
9. Consideration of and voting on a resolution to approve the subscription for shares in the increased share capital of Polska Spółka Gazownictwa sp. z o.o. of Tarnów (Number in the National Court Register: KRS 0000374001) in exchange for a contribution in kind in the form of property, plant and equipment comprising transmission infrastructure, i.e., gas pipelines and related gas network assets, land and perpetual usufruct of land.
10. Closing of the Extraordinary General Meeting.
MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ORLEN S.A. 6 FEBRUARY 2024
ORLEN SHAREHOLDER FORMS
Additional information