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ORLEN Group

No. 78/2017  |  09-06-2017

Changes to the agenda of the PKN ORLEN Ordinary General Meeting to be held on 30 June 2017

Polski Koncern Naftowy ORLEN Spółka Akcyjna with its registered office in Płock at ul. Chemików 7, entered in the register of entrepreneurs kept by the District Court for the capital city of Warsaw, Commercial Division of the National Court Register, under the number 0000028860, with share capital/paid-up capital in the amount of PLN 534,636,326.25, Tax Identification Number, NIP 774-00-01-454 (hereinafter referred to as PKN ORLEN or the Company) informs that there have been entered new points to the agenda of the Ordinary General Meeting, convened for 30 June 2017:
1. The adoption of the resolution regarding the change of the resolution no 4 of the Extraordinary General Meeting from 24th of January 2017 regarding rules of determining of the Management Board remuneration.
2. The adoption of resolutions regarding changes in the composition of the Supervisory Board.
3. The adoption of the resolution regarding the change of the Articles of Association of the Company.
4. The adoption of resolutions regarding:
a. terms of disposal of fixed assets,
b. terms of proceedings regarding conclusions of agreements on legal services, marketing services, public relations and public communication services and consultations on management and changes of these agreements,
c. terms of proceedings regarding donation agreements concluded by the Company, releasing from the debt or other agreements with similar effect,
d. terms and procedure of sale of fixed assets,
e. the obligation of submission of representative expenditures statements, expenditures on legal services, marketing services, public relations and public communication services and services of consultations on management,
f. the determination of requirements for the candidate for a Management Board member,
g. the realization of obligations resulting from Art. 17 par. 7, Art. 18 par. 2, Art. 20 and Art. 23 of the act on the state asset management.

Pursuant to  Article 401 par. 2 of the Code of Commercial Companies, PKN ORLEN announces a new agenda of the Ordinary General Meeting, changed on the request of the Shareholder:

1. Opening of the General Meeting of Shareholders.
2. Election of the Chairman of the General Meeting of Shareholders.
3. Confirmation of the proper convocation of the General Meeting of Shareholders and its ability to adopt resolutions.
4. Adoption of the agenda.
5. Election of the Tellers Committee.
6. Examination of the report of the Management Board on ORLEN Capital Group’s activities and on the Company’s activities for the year ended on 31 December 2016.
7. Examination of the Company’s financial statement for the financial year 2016 and also the motion of the Management Board regarding the distribution of the net profit for the financial  year 2016.
8. Examination of ORLEN Capital Group’s consolidated financial statements for the financial year 2016.
9. Examination of the report of the Supervisory Board for the financial year 2016. 
10. Adoption of the resolution regarding the approval of the report of the Management Board on activities of ORLEN Capital Group and the Company for the year ended on 31 December 2016.
11. Adoption of the resolution regarding the approval of the financial statements of the Company for the financial year 2016.
12. Adoption of the resolution regarding the approval of the consolidated financial statements of the ORLEN Capital Group for the financial year 2016.
13. Adoption of the resolution regarding the distribution of the net profit for the financial year 2016 and the determination of the dividend day and the dividend payment date.
14. Adoption of the resolutions regarding the acknowledgement of fulfilment of duties by the members of the Management Board of the Company in 2016.
15. Adoption of the resolutions regarding the acknowledgement of fulfilment of duties by the members of the Supervisory Board of the Company in 2016.
16. The adoption of the resolution regarding the change of the resolution no 4 of the Extraordinary General Meeting from 24th of January 2017 regarding rules of determining of the Management Board remuneration.
17. The adoption of resolutions regarding changes in the composition of the Supervisory Board.
18. The adoption of the resolution regarding the change of the Articles of Association of the Company.
19. The adoption of resolutions regarding:
a. terms of disposal of fixed assets,
b. terms of proceedings regarding conclusions of agreements on legal services, marketing services, public relations and public communication services and consultations on management and changes of these agreements,
c. terms of proceedings regarding donation agreements concluded by the Company, releasing from the debt or other agreements with similar effect,
d. terms and procedure of sale of fixed assets,
e. the obligation of submission of representative expenditures statements, expenditures on legal services, marketing services, public relations and public communication services and services of consultations on management,
f. the determination of requirements for the candidate for a Management Board member,
g. the realization of obligations resulting from Art. 17 par. 7, Art. 18 par. 2, Art. 20 and Art. 23 of the act on the state asset management.
20. Conclusion of the General Meeting of Shareholders.

The abovementioned change has been made on the basis of the motion of the Minister of Energy, acting on behalf of the shareholder the State Treasury, Article 401 par. 1 of the Code of Commercial Companies, delivered to the Company on 8 June 2017.

The Minister of Energy justified his motion as the need to fulfil the provisions of the act as of 16 December 2016 on the state asset management (Journal of Law 2016 position 2259), as well as the use of his rights concerning changes in the composition of the Supervisory Board that are coming from the Company’s Articles of Association and the Code of Commercial Companies. 

The Shareholder informed that the draft resolutions to the new points in the agenda will be submitted without undue delay,  after prior clarification. PKN ORLEN S.A. will publish the regulatory announcement  immediately after receiving from the Shareholder the draft resolutions to the new points in the agenda.

All information regarding the Ordinary General Meeting is available at the Company’s website www.orlen.pl, tab: Investor relations/General Meetings.

See also: regulatory announcement no 77/2017 dated 8 June 2017 and regulatory announcement no 65/2017 dated 16 May 2017.

This announcement has been prepared pursuant to § 38 item 1 point 4 of the of the Regulation of the Minister of Finance, dated 19 February 2009, on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state (Journal of Laws from 2014, item 133 with further amendments).

PKN ORLEN S.A. Management Board