Registration of changes of PKN ORLEN Articles of Association

PKN ORLEN S.A. („PKN ORLEN”, "Company") hereby informs that on the basis of the Central Information Office of the National Court Register data it has been informed today that changes to the Articles of Association of PKN ORLEN, approved by the Company Extraordinary General Meeting on 22 March 2023, were registered by the District Court in Łódź, XX Commercial Department of the National Court Register on 10 May 2023.

 

The registered changes to the Company’s Articles of Association were adopted by PKN ORLEN Extraordinary General Meeting’s resolutions no:  4, 5, 6, 7, 8, 10, 16, 18, 20 and 21 dated 22 March 2023.

 

The Court registered following changes to the Company’s Articles of Association:

1. In Art. 1.4 the following definitions were amended to read as follows:

- “Energy” – shall mean electricity, heat, property rights attached to certificates of origin for electricity or energy saving certificates, guarantees of origin of electricity, and capacity trading on the secondary market. 

- “Parent” – shall mean any entity that meets at least one of the following conditions: 

a) such entity holds the majority of total voting rights in the governing bodies of another entity (Subsidiary), including under agreements with other holders of voting rights, or – 

b) such entity has the power to appoint and remove a majority of members of the governing bodies of another entity (Subsidiary), or 

c) more than half of the members of the management board of another entity (Subsidiary) are at the same time management board members or persons holding managerial positions in such entity or in another subsidiary of such entity, or

d) such entity has a decisive influence on a subsidiary corporation or cooperative, including, without limitation, under an agreement between the Parent and the subsidiary for the management of the latter or for the transfer of its earnings to the former.

This definition shall not apply to Art. 7.11.1–7 of the Articles of Association”;

 

2. Art. 2.2.152 and Art. 2.2.153 were added, reading as follows:

„152. Retail sale via mail order houses or via Internet (PKD 47.91.Z)

153. Other retail sale not in stores, stalls or markets (PKD 47.99.Z)”;

 

3. Art. 8.11.13 was amended to read as follows:

“13. Granting consent, at the Management Board's request, to the disposal of real property or a perpetual usufruct title to or other interest in real property, with a net carrying amount exceeding PLN 2,000,000 (two million złoty)”;

 

4. Art. 9.7.2 was amended to read as follows:

“2. Disposal of real property or a perpetual usufruct title to or other interest in real property, subject to the condition that where the net carrying amount of a real property exceeds PLN 2,000,000 (two million złoty), such disposal shall require prior consent of the Supervisory Board.”;

 

5. Art. 7.7.14 was amended to read as follows:

“14. Entering into such agreement as is referred to in Art. 4.1.4(f) of the Commercial Companies Code,”

 

6. New Art. 7.7.16 was added to read as follows:

“16. Passing a resolution to set the aggregate cap on fees that the Company may pay to all advisers to the Supervisory Board over a financial year.”

 

7. Art. 8.6 was amended to read as follows:

“6. Meetings of the Supervisory Board shall be held on an as-needed basis, but at least once every two months. Furthermore, a meeting shall be convened at a written request made by a shareholder or shareholders representing at least one-tenth of the Company's share capital, by the Management Board or by a Supervisory Board member for the date no later than two weeks from the date of receipt of the request; the agenda of such meeting must include at least the matters specified in the request.” 

 

8. New Art. 8.8a was added, reading as follows:

“8a. During a meeting, the Supervisory Board may consider and resolve on matters not included in the meeting’s agenda if all Supervisory Board members are present and all Supervisory Board members so agree.”

 

9. Art. 8.11.6 was amended to read as follows:

“6. Assessing whether the Company's financial statements are true, accurate and consistent with the underlying accounting records and documents and assessing the Directors' Report on the Company's operations and the Management Board’s proposals concerning allocation of profit and coverage of loss;”

 

10. Art. 8.11.6a was renumbered as Art. 8.11.6b and retained its current wording,

 

11. New Art. 8.11.6a was added, reading as follows:

“6a. Preparing and submitting to the General Meeting an annual written report for the previous financial year on matters whose coverage in such report is required under applicable legislation;”

 

12. New Art. 9.11a was added, reading as follows:

“11a

1. The Management Board shall provide the Supervisory Board, without any notice therefrom, with information on: 

a) resolutions passed by the Management Board, including the matters resolved on; 

b) the condition of the Company, including with respect to its assets, and any material circumstances relating to the management of the Company, including, without limitation, its operations, investment projects and human resources; 

c) progress in the implementation of the Company's Strategy as referred to in Art. 9.9 hereof, while indicating deviations from the previously set directions in the implementation of the Company's Strategy, at the same time providing justification for the deviations;

d) transactions and other events or circumstances which materially affect, or may materially affect, the Company’s assets, including its profitability or liquidity;

e) any changes in any information that has been previously communicated to the Supervisory Board if such changes have, or are likely to have, a material effect on the Company’s condition. 

2. In the performance of its obligation the Management Board shall also provide the Supervisory Board with information on the Company’s subsidiaries, which corresponds to information referred to in Art. 9.11a.1 hereof to extent that such information is material to the Company. 

3. The Supervisory Board shall pass a resolution to set the detail scope, form and deadlines for submission of information referred to in Art. 9.11a.1 hereof.”

 

13. Art. 8.12.5 was amended to read as follows:

“5. disposal or encumbrance in anyway of any shares in Naftoport Sp. z o.o., Inowrocławskie Kopalnie Soli “Solino” S.A., and in company to be established to engage in the pipeline transport of liquid fuels;”

 

14. Art. 8.12.6(a) was amended to read as follows:

a) any actions taken in the ordinary course of business, including, without limitation, any actions related to:

- Fuel trading,

- Energy trading, provision of electricity grid ancillary services, handling switching by customers to a different electricity or heat supplier, or provision, delivery or exercise of any related services, products or rights, including operating processes related to the supply, transmission or distribution of electricity or heat,

- certification of capacity market units, including for the purposes of participation in capacity auctions on the capacity market,

- trading in natural gas storage capacities and associated withdrawal and injections capacities, trading in natural gas transmission or distribution network capacities, and trading in LNG regasification capacities,

- hedging against movements in Fuel and/or Energy prices, CO2 emission allowances, or any financial instruments related to hedging against financial and/or commodity risks;” 

 

15. Art. 7.9.1 was amended to read as follows:

“1. The passage by the General Meeting of a resolution on attachment of preference rights to Company shares, merger of the Company through a transfer of all of its assets to another company, dissolution of the Company (including as a result of relocating the Company’s registered office or principal establishment abroad), its liquidation and transformation and reduction of the Company’s share capital through cancellation of part of Company shares without a simultaneous share capital increase, shall require a majority of no less than 90% of the votes cast in the presence of shareholders representing at least half of the Company’s share capital.”

 

16. Art. 8.4 was amended to read as follows:

“4. The Chair of the Supervisory Board shall be elected and removed by the General Meeting. The General Meeting may elect as the Chair of the Supervisory Board the person appointed thereto pursuant to Art. 8.2.1 hereof. The Deputy Chair and Secretary of the Supervisory Board shall be elected from among other Supervisory Board members and relieved of their positions by the Supervisory Board.”

 

17. Art. 8.7.1 was amended to read as follows:

“1. Supervisory Board meetings shall be convened by the Chair of the Supervisory Board or—if the position of the Chair is vacant or the Chair is reasonably unable to perform his or her duties or delegates the authority to convene Supervisory Board meetings to the Deputy Chair or Secretary of the Supervisory Board—by the Deputy Chair of the Supervisory Board or, failing him or her, by the Secretary of the Supervisory Board on his or her own initiative or at a request of other authorised parties. Supervisory Board meetings shall be convened by means of written invitations, which should be sent to Supervisory Board members at such time as is specified in the Rules of Procedure for the Supervisory Board, but in any case, no later than seven or, where reasonably justified, two days prior to the scheduled date of the meeting.”

 

18. Art. 8.9.2 was amended to read as follows:

“2. Subject to the applicable provisions of the Commercial Companies Code the Supervisory Board may vote on resolutions by written ballot or by means of remote communication. Such vote may be ordered by the persons referred in the first sentence of Art. 8.7.1 hereof, who shall exercise their authority in this respect in the same order as provided for therein.”

 

19. Art. 8.9.3 was amended to read as follows:

“3. Subject to Art. 8.9.4 hereof, resolutions of the Supervisory Board shall be passed by an absolute majority of the votes cast, provided that at least half of the Supervisory Board members are in attendance and provided further that votes cast shall be deemed to comprise votes ‘in favor of’, votes ‘against’ and abstentions. In the event of a voting tie, the Chair of the Supervisory Board shall have the casting vote.”

 

On the basis of the abovementioned changes the Extraordinary General Meeting in the resolution no. 24 dated 22 March 2023 established the unified text of the Articles of Association which is attached hereto regulatory announcement.