Ordinary General Meeting 05.06.2025
15.05.2025
Change to the agenda of the ORLEN Ordinary General Meeting to be held on 5 June 2025
ORLEN S.A. (“ORLEN”, “Company”) informs about a change to the agenda of the ORLEN Ordinary General Meeting to be held on 5 June 2025 (“OGM”), initiated at the request of the Company’s Shareholder, the State Treasury on 13 May 2025.
The amendment to the agenda of the OGM involves the introduction of a new item: “Consideration of and voting on the resolution to amend the resolution no. 4 of the Company’s Extraordinary General Meeting of 24 January 2017 on the remuneration policy for members of the Management Board.” The change has been made according to Article 401 par. 1 of the Code of Commercial Companies.
The new OGM 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 resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Committee.
6. Consideration of the Management Board’s report on the operations of the ORLEN Group and ORLEN S.A. in 2024.
7. Consideration of the financial statements of ORLEN S.A. for the year ended 31 December 2024, as well as the Management Board's recommendation regarding the allocation of net profit for the financial year 2024.
8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended 31 December 2024.
9. Consideration of the Supervisory Board’s report on its activities for the financial year 2024.
10.Presentation of the report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2024.
11.Consideration of and voting on a resolution to approve the Management Board’ report on the operations of the ORLEN Group and ORLEN S.A. in 2024.
12.Consideration of and voting on a resolution to approve the financial statements of ORLEN S.A. for the year ended 31 December 2024.
13.Consideration of and voting on a resolution to approve the consolidated financial statements of the ORLEN Group for the year ended 31 December 2024.
14.Consideration of and voting on a resolution to allocate the net profit for the financial year 2024, pay dividend from the net profit for 2024 and the Company’s statutory reserve funds, and determine the dividend record date and the dividend payment date.
15.Consideration of and voting on a resolution to approve the Supervisory Board’s report on its activities for the financial year 2024.
16.Consideration of and voting on resolutions whether to discharge Members of the Management Board of the Company of liability for their activities in 2024.
17.Consideration of and voting on resolutions whether to discharge Members of the Supervisory Board of the Company of liability for their activities in 2024.
18.Consideration of and voting on a resolution to endorse the Supervisory Board’s report on remuneration of members of the Management Board and the Supervisory Board for 2024.
19.Consideration of and voting on a resolution to consent to the acquisition by the Company of all shares in Energomedia spółka z ograniczoną odpowiedzialnością of Trzebinia, entered in the Business Register of the National Court Register under No. KRS 0000067731, from ORLEN Południe Spółka Akcyjna.
20.Consideration of and voting on a resolution to determine the number of Supervisory Board Members.
21.Consideration of and voting on resolutions to appoint of Members of the Supervisory Board.
22.Determination of the amounts of remuneration for members of the Supervisory Board of the Company.
23.Consideration of and voting on the resolution to amend the resolution no. 4 of the Company’s Extraordinary General Meeting of 24 January 2017 on the remuneration policy for members of the Management Board.
24.Closing of the General Meeting.
08.05.2025
Notice of the Ordinary General Meeting of ORLEN S.A. to be held on 5 June 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. 395.1 and 395.2 and 395.5 of the Commercial Companies Code and Art. 7.3 of the Company's Articles of Association, hereby gives notice that the Ordinary General Meeting of ORLEN Spółka Akcyjna (the ‘General Meeting’ or the ‘Meeting’) will be held on 5 June 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 resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Committee.
6. Consideration of the Management Board’s report on the operations of the ORLEN Group and ORLEN S.A. in 2024.
7. Consideration of the financial statements of ORLEN S.A. for the year ended 31 December 2024, as well as the Management Board's recommendation regarding the allocation of net profit for the financial year 2024.
8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended 31 December 2024.
9. Consideration of the Supervisory Board’s report on its activities for the financial year 2024.
10.Presentation of the report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2024.
11.Consideration of and voting on a resolution to approve the Management Board’ report on the operations of the ORLEN Group and ORLEN S.A. in 2024.
12.Consideration of and voting on a resolution to approve the financial statements of ORLEN S.A. for the year ended 31 December 2024.
13.Consideration of and voting on a resolution to approve the consolidated financial statements of the ORLEN Group for the year ended 31 December 2024.
14.Consideration of and voting on a resolution to allocate the net profit for the financial year 2024, pay dividend from the net profit for 2024 and the Company’s statutory reserve funds, and determine the dividend record date and the dividend payment date.
15.Consideration of and voting on a resolution to approve the Supervisory Board’s report on its activities for the financial year 2024.
16.Consideration of and voting on resolutions whether to discharge Members of the Management Board of the Company of liability for their activities in 2024.
17.Consideration of and voting on resolutions whether to discharge Members of the Supervisory Board of the Company of liability for their activities in 2024.
18.Consideration of and voting on a resolution to endorse the Supervisory Board’s report on remuneration of members of the Management Board and the Supervisory Board for 2024.
19.Consideration of and voting on a resolution to consent to the acquisition by the Company of all shares in Energomedia spółka z ograniczoną odpowiedzialnością of Trzebinia, entered in the Business Register of the National Court Register under No. KRS 0000067731, from ORLEN Południe Spółka Akcyjna.
20.Consideration of and voting on a resolution to determine the number of Supervisory Board Members.
21.Consideration of and voting on resolutions to appoint of Members of the Supervisory Board.
22.Determination of the amounts of remuneration for members of the Supervisory Board of the Company.
23.Closing of the General Meeting.
MATERIALS FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ORLEN S.A. 5 JUNE 2025
ORLEN SHAREHOLDER FORMS
Additional information