Ordinary General Meeting 09.06.2026
20.05.2026
Amendment to the agenda of the ORLEN Ordinary General Meeting to be held on 9 June 2026
ORLEN S.A. (“Company”) informs about a change to the agenda of the ORLEN Ordinary General Meeting to be held on 9 June 2026 (“OGM”), initiated at the request of the Company’s Shareholder, the State Treasury.
The amendment, introduced pursuant to Article 401 par. 1 of the Code of Commercial Companies, consists in adding a new agenda item entitled: “Consideration of and voting on resolutions to change the composition of the Supervisory Board”.
Additionally, pursuant to § 14 section 2 of the Rules of Procedure of the Company’s General Meeting, the Management Board added to the agenda an item entitled: “Consideration of and voting on a resolution to determine the number of Supervisory Board members” and, accordingly, amended the draft resolution of the Ordinary General Meeting regarding the adoption of the agenda.
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 2025, including the Sustainability Statement contained therein.
7. Consideration of the financial statements of ORLEN S.A. for the year ended 31 December 2025, as well as the Management Board’s recommendation regarding the allocation of undistributed profits from previous years and the coverage of the net loss for the financial year 2025, and the level of dividend to be paid in 2026, including the determination of the dividend record date and payment date.
8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended 31 December 2025.
9. Consideration of the Supervisory Board’s report on its activities for the financial year 2025.
10. Presentation of the Report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2025.
11. Presentation of the Report on the compliance with best sports sponsorship practices applicable to state owned companies for the year 2025.
12. 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 2025, including the Sustainability Statement contained therein.
13. Consideration of and voting on a resolution to approve the financial statements of ORLEN S.A. for the year ended 31 December 2025.
14. Consideration of and voting on a resolution to approve the consolidated financial statements of the ORLEN Group for the year ended 31 December 2025.
15. Consideration of and voting on a resolution to allocate the undistributed profits from previous years and the coverage of the net loss for the financial year 2025.
16. Consideration of and voting on a resolution on the level of the dividend to be paid in 2026, including the determination of the dividend record date and the dividend payment date.
17. Consideration of and voting on a resolution to approve the Supervisory Board’s report on its activities for the financial year 2025.
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 2025.
19. Consideration of and voting on resolutions whether to discharge Members of the Management Board of the Company of liability for their activities in 2025.
20. Consideration of and voting on resolutions whether to discharge Members of the Supervisory Board of the Company of liability for their activities in 2025.
21. Consideration of and voting on resolutions to amend the Company’s Articles of Association.
22. Consideration of and voting on a resolution to restate the Company’s Articles of Association.
23. Consideration of and voting on a resolution to determine the number of Supervisory Board members.
24. Consideration of and voting on resolutions to change the composition of the Supervisory Board.
25. Closing of the General Meeting.
12.05.2026
Notice of the Ordinary General Meeting of ORLEN S.A. to be held on 9 June 2026
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 9 June 2026 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 2025, including the Sustainability Statement contained therein.
7. Consideration of the financial statements of ORLEN S.A. for the year ended 31 December 2025, as well as the Management Board’s recommendation regarding the allocation of undistributed profits from previous years and the coverage of the net loss for the financial year 2025, and the level of dividend to be paid in 2026, including the determination of the dividend record date and payment date.
8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended 31 December 2025.
9. Consideration of the Supervisory Board’s report on its activities for the financial year 2025.
10.Presentation of the Report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2025.
11.Presentation of the Report on the compliance with best sports sponsorship practices applicable to state owned companies for the year 2025.
12.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 2025, including the Sustainability Statement contained therein.
13.Consideration of and voting on a resolution to approve the financial statements of ORLEN S.A. for the year ended 31 December 2025.
14.Consideration of and voting on a resolution to approve the consolidated financial statements of the ORLEN Group for the year ended 31 December 2025.
15.Consideration of and voting on a resolution to allocate the undistributed profits from previous years and the coverage of the net loss for the financial year 2025.
16.Consideration of and voting on a resolution on the level of the dividend to be paid in 2026, including the determination of the dividend record date and the dividend payment date.
17.Consideration of and voting on a resolution to approve the Supervisory Board’s report on its activities for the financial year 2025.
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 2025.
19.Consideration of and voting on resolutions whether to discharge Members of the Management Board of the Company of liability for their activities in 2025.
20.Consideration of and voting on resolutions whether to discharge Members of the Supervisory Board of the Company of liability for their activities in 2025.
21.Consideration of and voting on resolutions to amend the Company’s Articles of Association.
22.Consideration of and voting on a resolution to restate the Company’s Articles of Association.
23.Closing of the General Meeting.
MATERIALS FOR THE ORDINARY GENERAL MEETING OF SHAREHOLDERS OF ORLEN S.A. 9 JUNE 2026
ORLEN SHAREHOLDER FORMS
Additional information