Changes in ORLEN Supervisory Board composition

 

ORLEN S.A. (“Company”) informs that on February, 6^th 2024 ORLEN’s Extraordinary General Meeting dismissed following persons from the Company’s Supervisory Board:

-       Mr Wojciech Jasiński,

-       Ms Anna Wójcik,

-       Mr Andrzej Kapała,

-       Mr Roman Kusz,

-       Mr Andrzej Szumański,

-       Ms Barbara Jarzembowska,

-       Ms Jadwiga Lesisz,

-       Ms Anna Sakowicz-Kacz.

 

At the same time ORLEN Extraordinary General Meeting appointed Mr Wojciech Popiołek for the position of the Company’s Supervisory Board Member with effect from 7 February 2024 and for the position of the Chairman of the Company’s Supervisory Board.

 

Morover Extraordinary General Meeting appointed following persons to the Company’s Supervisory Board:

-       Mr Michał Gajdus for the member of the Company’s Supervisory Board,

-       Ms Ewa Gąsiorek for the member of the Company’s Supervisory Board,

-       Ms Katarzyna Łobos for the member of the Company’s Supervisory Board,

-       Mr Kazimierz Mordaszewski for the member of the Company’s Supervisory Board,

-       Mr Mikołaj Pietrzak for the member of the Company’s Supervisory Board,

-       Mr Ireneusz Sitarski for the member of the Company’s Supervisory Board,

-       Mr Tomasz Sójka for the member of the Company’s Supervisory Board,

-       Mr Tomasz Zieliński for the member of the Company’s Supervisory Board.

Mr Michał Gajdus

Michał Wojciech Gajdus - an attorney at the Warsaw Bar Association. In 2013 he graduated with honors, with a mark of distinction and one of the best results in the year from the Faculty of Law and Administration at the University of Warsaw, after which he undertook doctoral studies at his alma mater in the discipline of legal sciences, teaching civil law, contract law and law on intangible property. His research interests include civil law, industrial property law and EU law; he is the author of scientific and press publications in these areas. He also completed his undergraduate studies at the College of Interdepartmental Individual Studies in the Humanities at the University of Warsaw, majoring in international relations. He served his lawyer's apprenticeship at the District Bar Council in Warsaw, then passed the bar exam in 2017 and started running a law office in Warsaw.

He specializes in handling complex litigation both before Polish courts, including the Supreme Court and the Supreme Administrative Court, as well as before international courts, i.e. the Court of Justice of the EU, the EU Court and the European Court of Human Rights, as well as before national and international arbitration tribunals. He has worked with top international law firms in Poland for more than 12 years; he is also a recommended lawyer in prestigious international legal rankings, including IAM Patents 1000, Managing IP and Legal500 in the litigation and intellectual property categories. He is involved in the activities of the Bar Association and its bodies. Deputy Disciplinary Ombudsman of the Warsaw Bar Association from 2021 to 2023, member of the Legislative Committee of the Warsaw District Bar Council and the Legal Education Committee of the Supreme Bar Council. He advises major international and domestic companies in the energy, pharmaceutical, mining, insurance, financial and telecommunications sectors. His experience includes handling disputes of a strategic nature and requiring economic and business discernment. He is an attorney in cases with a value exceeding several tens of billions of zlotys. He also advises on economic risk, intellectual property strategy and key investment decisions.

During the crisis of the rule of law in Poland, he became involved in defending the constitutional foundations of the functioning of the judiciary and the rights of citizens to a court of law, and became an attorney and defender of dozens of judges facing disciplinary proceedings for defending the independence of the courts and judicial independence. Among other things, he has appeared as a defense attorney before the Disciplinary Chamber and the Chamber of Professional Responsibility. He is an attorney for Polish judges in cases concerning the rule of law pending before the European Court of Human Rights and is the author of one of the first motions for the application of so-called interim measures in Polish cases. He has represented dozens of so-called "kamikaze judges" in appeals against resolutions of the so-called National Judicial Council formed after 2018. He also appeared in cases concerning the independence of the Polish judiciary before the Court of Justice of the European Union, including as an attorney in the case that ended with the CJEU's judgment of March 2, 2021, C-824/18. He deputized judges in cases concerning the determination of the status of persons appointed to serve as judges in the Supreme Court by the so-called new National Judicial Council.

In addition, he has been active in pro bono activities for war refugees from Ukraine, providing and co-organizing free legal advice for them.

 

 

Ms Ewa Gąsiorek

Ewa Gąsiorek received her PhD in economics in 2014 in the scientific field of Finance from the University of Economics in Katowice, where she did her doctoral studies in Economic Sciences - Economics from 2007 to 2012. She is a graduate of the University of Economics in Katowice, where she completed her master's degree at the Faculty of Finance and Insurance - majoring in Finance and Accounting with a specialization in Finance and Investment.  In 2005, she completed vocational studies in Management and Marketing at the University of Business. In 2006-2007, she completed postgraduate studies at the Academy of Economics in Katowice in the field of financial control and internal audit in public finance sector units.

Ewa Gąsiorek has served as Deputy Director for Implementation of the Provincial Budget at the Office of the Marshal of the Mazowieckie Voivodeship in Warsaw in the Budget and Finance Department since 2011. As part of her duties, she supervises the implementation of the provincial budget, budget accounting, accounting for income and expenditures of organizational units of the province that do not have legal personality, preparation of budget and financial reports of the province, including the consolidated balance sheet. She conducts collection and enforcement of the province's receivables. Procedures matters related to the granting of concessions in relation to public and civil law receivables. Settles VAT and excise taxes of the province. Carries out matters related to the banking service of the province, including the service of local government organizational units. Supervises liquidity management and debt service of the province. Performs credit risk analysis. Cooperates with national banks and international institutions in obtaining repayable financing (CEB, EIB). Develops documentation necessary for rating the province in cooperation with international rating agencies.

From 1997 to 2011 she worked at the City Hall in Bedzin in the City Budget Department, where she held positions ranging from clerk through sub-inspector, inspector, head of the Planning and Reporting Department, Deputy City Treasurer until her appointment as City Treasurer. Within the scope of her duties, she was in charge of drawing up the city budget for the following years, acquiring repayable and non-repayable sources of financing, implementing projects financed with EU funds within the framework of the Silesian Voivodeship ROP, Human Capital OP, Cohesion Fund. She supervised the preparation of budget and financial reports of the Municipality of Bedzin. She prepared descriptive reports on the execution of the city budget. Developed long-term financial forecasts for the municipality and long-term investment programs. Managed the city's liquidity and debt service.

Her academic achievements include publications on financial management, efficiency in the use of public funds, risk in finance and quality assessment of budget planning. She was a member of the Polish Economic Society, Katowice Branch. She wrote journalistic, scientific and didactic articles for the journal Public Finance Law.

In 2015-2020, she served as a member of the Supervisory Board of Miejskie Przedsiębiorstwo Taksówkowe Sp. z o.o. in Warsaw, and in the period from 2014 - 2015 - as a member of the Supervisory Board of Dr. Roefler Railway Hospital Sp. z o.o. in Pruszków.

In 2020, Ewa Gąsiorek was appointed as a Member of the Audit Committee of the City of Warsaw - a public interest entity as a member who meets the conditions of the Act on independence and has qualifications in accounting and auditing. She has been active in the Audit Committee until now.

 

Ms Katarzyna Łobos

Katarzyna Łobos holds a doctoral degree in legal sciences and a professional qualification as a legal advisor. She is a graduate of the Faculty of Law and Administration at Maria Curie-Skłodowska University in Lublin, she also completed Postgraduate Studies in Corporate Law at the Faculty of Law and Administration of the University of Warsaw. She has experience in legal advisory and day-to-day legal services for business entities, gained at a renowned law office, where she headed the Business Law Department. She is an author of legal opinions on civil law, administrative law, business law and commercial law companies. She is currently employed at the supreme state audit institution, where she serves as deputy director of the Department of Legal and Control Jurisprudence. In the scope of her duties, she is responsible for, among other things, participation in meetings of the collegiate body and adjudication panels of the adjudicating commission. Member of the Control Planning Group.

 

Mr Kazimierz Mordaszewski

Kazimierz Mordaszewski is a law graduate of the Nicolaus Copernicus University in Toruń, and also graduated from the Catholic University of Lublin.

He was active in the Independent Students' Union and the Union of Democratic Youth. He continued his activities in the democratic opposition in the People's Republic of Poland.

He gained professional experience as a trainee judge and then as a trainee legal advisor in the Legal Advisors Group, later working as an academic teacher at the Białystok branch of the Faculty of Law at Warsaw University. In 1989, he qualified as a legal advisor.

In 1990, he became involved in the process of creating new state security structures, taking the position of office director at the State Protection Office.

From 1997 to 2001, he served as Charge d'affaires at the Polish Embassy in the UAE, also being accredited to the State of Qatar. Upon his return to the country, in 2002, he opened a law practice within the partnership of KMMG Mordaszewski & Glinski attorneys and legal advisors.

In 2006, he joined the service of the Internal Security Agency, where he was Director of the Legal Bureau until 2012, and Deputy Head of the Agency from 2012 to 2015.

Kazimierz Mordaszewski was also a member of the Supervisory Board of PHZ Cenzin Sp. z o.o. and a member of the Board of the National Research and Development Center from 2010 to 2014.

He currently serves as a department director at the Ministry of State Assets.

 

Mr Mikołaj Pietrzak

Partner and one of the founders of Pietrzak Sidor & Wspólnicy Law Office. Graduate of the Faculty of Law and Administration at the University of Warsaw. He holds a Cambridge University Certificate in English and European Law. Member of the Warsaw Bar Association, and since November 2016 Dean of the District Bar Council in Warsaw. From 2010 to 2016, he was chairman of the Human Rights Committee of the Supreme Bar Council. In 2016, he was appointed by the UN Secretary-General to the five-member Board of Directors of the United Nations Fund for the Relief of Victims of Torture and in 2018 and 2019 he was Chairman of the Board. Recipient of numerous awards given for legal work in support of civil society and human rights, including the Edward Wende Award and the CCBE Human Rights Award. Awarded the "Advocacy of Merit" badge.

He primarily handles criminal law cases, with a particular focus on business criminal cases and compliance. He also specializes in human rights and constitutional law.

He has been recognized three times in the Rzeczpospolita ranking as the best lawyer in the category of criminal law for business. Ranked in the European ranking of Chambers Europe in the category of best Polish lawyers in business criminal law.

He is a member of international legal organizations such as the European Criminal Bar Association, the National Association of Criminal Defense Lawyers in the United States and The Legal Experts Advisory Panel created under Fair Trials International. Until 2014, he was a member of Perren Buildings Chambers, based in London. In 2014, he became a member of Doughty Street Chambers, based in London. He was a permanent representative of the Polish Bar at the Council of Bars and Law Societies of Europe (CCBE) in the Commissions: Human Rights and Permanent Delegation to the Strasbourg Court. He is a member of the Bar Association at the International Criminal Court and was listed as a lawyer at the Special Tribunal for Lebanon.

He is one of the founders of the Prof. Zbigniew Hołda Association. He was the coordinator of the program "Human Rights and Settlements with the Past," conducted by the Helsinki Foundation for Human Rights. He was a member of the Social Council of the Human Rights Ombudsman and a member of the Program Council of Amnesty International Poland.

 

Mr Wojciech Popiołek

Born on April, 1^st 1951 in Kraków. Graduated in 1972 from the Faculty of Law and Administration at the University of Silesia in Katowice. Employed there, from 1972, successively as an assistant, assistant professor, professor (since 1990). Doctorate and habilitation in private international law. He received the title of professor in 2010.

Professor at the University of Silesia in Katowice in the Department of Civil Law and Private International Law, from 1.10.2006 to October 2019. - Head of the Department. Full professor/professor since 2014. Conducts lectures, conversation classes and seminars on civil law, international commercial law, private international law and corporate law (University of Silesia, University of Warsaw, Warsaw School of Economics).

Supervisor of young academics (more than a dozen doctorates under his guidance, reviews in more than a dozen habilitation and more than 30 doctoral dissertations, reviews in more than a dozen proceedings for the title of professor). Until the end of 2020 Member of the Central Commission for Academic Degrees and Titles, Section I - Humanities and Social Sciences.

Participation in dozens of national and foreign conferences and seminars on civil law, company law, international commercial law, foreign investment.

Member of the Program Boards of "Rejent", "Problems of Private International Law", "Commercial Law Review", "Review of Economic Legislation".

Author of more than one hundred and fifty scientific publications, including participation in the System of Private Law, the System of Commercial Law, the C.H. Beck Commentaries to the Civil Code and the Code of Commercial Companies.

Arbitrator of, among others, the Arbitration Court at the National Chamber of Commerce (member of the Arbitration Council) and the Arbitration Court at the Polish Confederation of Private Employers Lewiatan. Registered on the national list of arbitrators of the Court of Arbitration at the International Chamber of Commerce in Paris.

Member of Association Henri Capitant, member of the Association of European Law, Polish Association of Private International Law, member of the Committee of Legal Sciences of the Polish Academy of Sciences Branch in Katowice, member of the Silesian Branch of the Polish Academy of Arts and Sciences, member of the Committee of Legal Sciences of the Polish Academy of Sciences, Warsaw (2007 - 2011), member of the Governing Board of UNIDROIT from 2013 - 2018; member of the former Commission for the Codification of Civil Law.

Legal councel since 1998 (District Chamber of Legal Councels in Katowice). Partner in the law office ADP Popiołek, Adwokaci i Radcowie Prawni, sp.p. based in Katowice.

 

Mr Ireneusz Sitarski

Master's degree in economics, graduate of the Faculty of Foreign Trade at the Main School of Planning and Statistics (now the Warsaw School of Economics) in Warsaw.

Economic advisor specializing in financial consulting, restructuring, mergers and acquisitions of companies. In thirty years of practice, he held management positions in commercial law companies, twice as Undersecretary of State at the Ministry of Ownership Transformation and the Ministry of the Treasury.

He carried out consulting projects, developed privatization strategies, analyses and valuations for state-owned enterprises. He led projects to restructure troubled and non-performing loans in Polish banks. He served as president of the management company of the National Investment Fund, implementing restructuring projects, and supervised and conducted transactions for the purchase and sale of companies.

In government administration, he transformed state-owned enterprises into companies of the State Treasury, supervised their operations and led the process of selling shares to strategic or financial investors in such sectors as fuel, energy, gas, banking, insurance, gaming, among others.

He participated in the management of commercial law companies, including those listed on the Warsaw Stock Exchange, such as NFI Foksal SA, Impexmetal SA. While serving as a member of the Management Board - commercial director at Impexmetal SA, which was an industrial group in the non-ferrous metals processing sector, he coordinated and managed commercial policy.

He has many years of experience as a member and chairman of the supervisory boards of commercial companies, including such companies as Telekomunikacja Polska SA, Giełda Papierów Wartościowych SA, Polskie Towarzystwo Ubezpieczeń SA, Bank Gospodarki Żywnościowej SA, Dwory SA (now Synthos SA), Huta Aluminium Konin SA, PESA Bydgoszcz SA and many others.

He was a candidate in 2018 in the elections to the Mazovian Regional Assembly, in 2019 in the elections to the European Parliament and the Parliament of the Republic of Poland.

Married, he has two adult children.

 

Mr Tomasz Sójka

Professor of legal sciences working at the Adam Mickiewicz University in Poznan. Advocate. He specializes in corporate law, capital market and new technologies. Tomasz Sójka's scientific output includes more than a hundred publications in the above-mentioned field. He is the author of 4 monographs on commercial law and the editor and co-author of a leading commentary on capital market law. He also participated in the legislative process of many acts in the field of business law. He remained a member of the European Corporate Governance Institute in Brussels for many years. He was a member of the Board of the Warsaw Stock Exchange, where he participated in the work on the Good Practices of Companies Listed on the WSE. For 15 years he was managing partner of a major Polish law office. In his practice, he provided advisory services for a number of capital market transactions, including mergers and acquisitions (M&A). He advised on the implementation of disclosure obligations and compliance with corporate governance principles. His advisory work was directed primarily to public companies, particularly in the energy and financial sectors. He has also participated in many court and arbitration disputes related to conflicts between shareholders of major capital companies, also as an arbitrator. He graduated from the Faculty of Law and Administration of Adam Mickiewicz University in Poznan. He was a scholarship holder at Oxford University, De Paul University in Chicago, the TMC Asser Institute in The Hague and the Мах Planck Institute in Hamburg.

 

Mr Tomasz Zieliński

An expert in the chemical sector with more than 20 years of experience in top managerial, management and scientific-academic positions. He built his professional experience in the most important companies in the chemical and refining and petrochemical sector in Poland and Central Europe (including Orlen S.A., Anwil S.A., Grupa Azoty Zakłady Chemiczne "Police", Orlen Unipetrol a.s, Spolana s.r.o.), in strategic and business consulting and at the Warsaw University of Technology. For more than a dozen years, he has represented the interests of the domestic chemical industry at home and abroad and sits on the boards of numerous national and international business and industry organizations.

Since 2016, he has been a member of the National Association Board (NAB) of the European Chemical Industry Council in Brussels (CEFIC), where he represents the interests of 7 countries in the Central Europe Cluster (Poland, Slovakia, Hungary, Czech Republic, Romania, Bulgaria, Croatia). He has also served on the Board and Steering Committee of the European Chemical Employers Group in Brussels (ECEG) for almost 10 years. He is also a member of the Presidium of the Committee on Chemistry at the Polish Academy of Sciences, as well as the Presidium of the Council and the Committee on Climate and Energy Policy at the National Chamber of Commerce. In addition, he sits on the Boards of the Łukasiewicz Network Institutes - Institute of Industrial Chemistry and Łukasiewicz - Institute of New Chemical Syntheses. Member of the Supervisory Boards of companies at home and abroad. Member of economic councils of Polish technical universities, program councils, scientific councils and industry associations. Author of numerous scientific publications and conference speeches.

In 2003, he received a doctoral degree in chemical technology from the Prof. I. Mościcki Institute of Industrial Chemistry in Warsaw. He graduated with a degree in Chemical Technology from the Faculty of Construction, Mechanics and Petrochemistry of the Warsaw University of Technology, Plock Branch, and with a postgraduate degree in Financial Management and Marketing from the same university. In addition, he obtained a Master of Business Administration (MBA) degree from the University of Illinois at Urbana-Champaign in cooperation with the Lublin University of Technology. Among other things, he completed the Professional Development Program: Strategic Business Management at Harvard University Extension School and the Strategies for Sustainability course at Stanford University.

Since June 2013 he has been President of the Board of the Polish Chamber of Chemical Industry - the most important institution representing the Polish chemical industry in Poland at the national and international forum.

 

All members of the ORLEN Supervisory Board appointed today submitted statements that they are not involved in any activity competitive with ORLEN S.A. and are not partners of any competitive civil law partnerships, partnerships, capital companies, are not members of any boards of competitive capital companies. They also stated that they are not on the list of insolvent debtors kept on record on the National Court Register Act.