Ordinary General Meeting 25.05.2022

Notice of the Annual General Meeting of PKN ORLEN S.A. to be held on May 25th 2022

Polski Koncern Naftowy 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 534,636,326.25, Tax Identification Number NIP 774-00-01-454 (‘PKN ORLEN S.A.’ or the ‘Company’).

Date, time, venue and agenda of the General Meeting

The Management Board of PKN 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 Annual General Meeting of Polski Koncern Naftowy ORLEN Spółka Akcyjna (the ‘General Meeting’ or the ‘Meeting’) will be held at Dom Technika, ul. Kazimierza Wielkiego 41, Płock, Poland, on May 25th 2022 at 11.00 am, with the following agenda:

1. Opening of the General Meeting.

2. Appointment of the Chairperson of the Meeting.

3. Confirmation that the General Meeting has been properly convened and has the legal capacity to adopt resolutions.

4. Adoption of the agenda.

5. Appointment of the Ballot Committee.

6. Consideration of the Management Board Report on the operations of the ORLEN Group and PKN ORLEN S.A. in 2021. 

7. Consideration of the financial statements of PKN  ORLEN S.A. for  the year ended December 31st 2021, as well as the Management Board’s recommendation regarding distribution of net profit for the financial year 2021.

8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended December 31st 2021.

9. Consideration of the report of the Supervisory Board of PKN ORLEN S.A. for the financial year 2021.

10. Presentation of the 2021 Report on entertainment expenses, legal expenses, marketing expenses, public relations and communication expenses, and  management consultancy fees.

11. Voting on a resolution to approve the Management Board Report on the operations of the ORLEN Group and PKN ORLEN S.A. in 2021.

12. Voting on a resolution to approve the financial statements of PKN ORLEN S.A. for the year ended December 31st 2021.

13. Voting on a resolution to approve the consolidated financial statements of the ORLEN Group for the year ended December 31st 2021.

14. Voting on a resolution to distribute of net profit for the financial year 2021 and to determine the dividend record date and the dividend payment date.

15. Voting on a resolution to approve the report of the Supervisory Board of PKN ORLEN S.A. for the financial year 2021.

16. Voting on resolutions to grant discharge to members of the Management Board of  PKN ORLEN S.A. for performance of their duties in 2021.

17. Voting on resolutions to grant discharge to members of the Supervisory Board of PKN ORLEN S.A. for performance of their duties in 2021.

18. Voting on a resolution on the number of Supervisory Board members.

19. Voting on resolutions to appoint members of the Supervisory Board for a new term.

20. Consideration of and voting on a resolution to give an opinion on PKN ORLEN S.A. Supervisory Board statement regarding Management Board and the Supervisory Board members remuneration for 2021.

21. Presentation of the Best Practice for GPW Listed Companies 2021 and the statement of PKN ORLEN S.A. compliance with the rules.

22. Closing of the General Meeting.