Change to the agenda of the ORLEN Extraordinary General Meeting to be held on 2 December 2024

ORLEN S.A. (“ORLEN”, “Company”) informs about a change in the agenda of the ORLEN Extraordinary General Meeting to be held on 2 December 2024 (“EGM”), initiated at the request (dated 4 November 2024) of the Company’s shareholders:

·       Nationale-Nederlanden Otwarty Fundusz Emerytalny managed and represented by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. with its registered office in Warsaw at 12 Topiel Street, 00-342 Warsaw (KRS no. 0000042153),

·       PZU “Złota Jesień” Otwarty Fundusz Emerytalny managed and represented by Powszechne Towarzystwo Emerytalne PZU S.A. with its registered office in Warsaw at Rondo Ignacego Daszyńskiego 4, 00-843 Warsaw (KRS no. 0000040724) and

·       Generali Otwarty Fundusz Emerytalny managed and represented by Generali Powszechne Towarzystwo Emerytalne S.A. with its registered office in Warsaw at Senatorska 18, 00-082 Warsaw (KRS no. 0000008579).

The amendment to the agenda of the EGM involves the introduction of a new item: “Consideration of and voting on the resolutions regarding changes in the composition of the Company’s Supervisory Board”. The change has been made according to Article 401 par. 1 of the Code of Commercial Companies.

Additionally, according to par. 14 item 2 of the Company’s Rules of Procedure for the General Shareholders Meeting, the Company’s Management Board has included in the EGM agenda an item: “Consideration of and voting on a resolution on determination of the number of Supervisory Board members.”

The EGM 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 binding resolutions.

4.   Adoption of the agenda.

5.   Appointment of the Ballot Committee.

6.   Consideration of and voting on a resolution to seek compensation for losses incurred by the Company due to misconduct by members of the Management Board in their capacity as such.

7.   Consideration of and voting on a resolution to amend the Company’s Articles of Association.

8.   Consideration of and voting on a resolution to restate the Company’s Articles of Association.

9.   Consideration of and voting on a resolution to consent to the disposal by the Company of a network of self-service parcel terminals, comprising an organised part of the Company's business, through its contribution to a subsidiary of the Company in payment for shares in the subsidiary's increased share capital. 

10.Consideration of and voting on a resolution on determination of the number of Supervisory Board members.

11.Consideration of and voting on the resolutions regarding changes in the composition of the Company’s Supervisory Board.

12.Closing of the General Meeting.

The shareholders’ motion together with justification and draft resolutions as well as all EGM draft resolutions updated according to the shareholders’ motion, and resolution of the Company’s Management Board on the change in the EGM agenda with resolution of the Company’s Supervisory Board on its opinion regarding the changes are attached hereto regulatory announcement.

Taking into consideration the rule 4.9 of the Best Practice for GPW Listed Companies 2021, the Company’s Management Board requests the shareholders to nominate candidates for ORLEN S.A. Supervisory Board with a notice no later than 3 days before the General Meeting. At the same time the Company’s Management Board requests to provide the Company with statements of Supervisory Board candidate along with submission of candidature by the shareholder.

Draft of the statement for Supervisory Board candidate and other information regarding the Extraordinary General Meeting is available at the Company’s website: https://www.orlen.pl/en/investor-relations/archived-records/extraordinary-general-meeting-02-12-2024 .

See also regulatory announcements: no 52 and no 53 as of 30 October 2024.