No. 41/2020 | 09-07-2020
Registration of changes of PKN ORLEN Articles of Association
PKN ORLEN S.A. Management Board ("Company") hereby informs that on the basis of the Central Information Office of the National Court Register data it has been informed today that on 8 July 2020 changes to the Articles of Association of PKN ORLEN (“Articles of Association”), approved by the Company Ordinary General Meeting on 5 June 2020, were registered by the District Court in Warsaw, XIV Commercial Department of the National Court Register.
According to the PKN ORLEN Ordinary General Meeting resolutions no: 30, 31, 32, 33 and 34 dated 5 June 2020 the court registered following changes to the Company’s Articles of Association:
1. In the existing Art. 1.4 “Related Party” definition is amended to read as follows:
“Related Party” shall mean a related party of the Company within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005.”
2. In the existing Art. 1.4 “Material Transaction” definition is added reading as follows:
“Material Transaction” shall mean a material transaction within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies of July 29th 2005.”
3. After point 6 the following point 6a is added to Art. 7.7:
“6a. Adoption of a policy defining the rules of remuneration for members of the Company’s Management Board and Supervisory Board.”
4. The existing Art. 8.9a is amended to read as follows:
“Adoption of resolutions on the following matters:
a) any performance to be rendered or benefits to be granted by the Company or any Related Party of the Company to Members of the Management Board,
b) granting consent to the execution by the Company of a Material Transaction with a Related Party of the Company, taking into consideration the exclusions and detailed regulations in this respect specified in Chapter 4b of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005, and granting consent to the execution by the Company or a Subsidiary of an agreement with a Supervisory Board or Management Board member, excluding any agreements commonly concluded with respect to minor daily life matters;
c) appointment of an audit firm to audit the Company’s financial statements
shall require consent of at least half of the independent members of the Supervisory Board, subject to Art. 8.5.
The above provisions shall be without prejudice to the application of Art. 15.1 and 15.2 of the Commercial Companies Code.”
5. After point 6 the following point 6a is added to Art. 8.12:
“6a. Execution of a Material Transaction with a Related Party of the Company, taking into consideration the exclusions and detailed regulations in this respect specified in Chapter 4b of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005;”
On the basis of the abovementioned changes the Ordinary General Meeting in the resolution no. 35 dated 5 June 2020 established the unified text of the Articles of Association which is attached hereto regulatory announcement.
See also: regulatory announcement no 37/2020 dated 5 June 2020.