Extraordinary General Meeting 28.10.2025
30.09.2025
Notice of the Extraordinary General Meeting of ORLEN S.A. to be held on 28 October 2025
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 in connection with Art. 400.1 of the Commercial Companies Code and Art. 7.4.1 of the Company's Articles of Association in connection with the motion of the Shareholder the State Treasury hereby gives notice that the Extraordinary General Meeting of ORLEN Spółka Akcyjna (the ‘General Meeting’ or the ‘Meeting’) will be held on 28 October 2025 at 11.00 am in Płock, at the registered office of the Company, in the building of the Administration Centre, room no. 1, ul. Chemików 7, 09-411 Płock, Poland, with the following agenda:
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 determine the number of Members of the Supervisory Board.
7. Consideration of and voting on resolutions to change the composition of the Supervisory Board.
8. Consideration of and voting on resolutions to amend the Company’s Articles of Association.
9. Consideration of and voting on a resolution to restate the Company’s Articles of Association.
10.Consideration of and voting on resolutions to seek compensation for losses incurred by the Company due to misconduct by members of the Management Board in their capacity as such.
11.Consideration of and voting on a resolution to approve the disposal of a registered branch operating as ORLEN Spółka Akcyjna - Oddział Laboratorium Pomiarowo Badawcze PGNiG (Measurement and Testing Laboratory Branch) of Warsaw, with its registered office at ul. Marcina Kasprzaka 25, 01-224 Warsaw (the "Branch"), to Polska Spółka Gazownictwa Sp. z o.o. of Tarnów (Number in the National Court Register: KRS 0000374001) ("PSG"), with the disposal to be effected by contributing the Branch to PSG as a contribution in kind and subscribing for all newly issued shares in the increased share capital of PSG.
12.Consideration of and voting on a resolution to cover the cost of convening and holding the General Meeting.
13.Closing of the General Meeting.
MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF ORLEN S.A. 28 OCTOBER 2025
ORLEN SHAREHOLDER FORMS
Additional information