No. 19/2026  |  20-05-2026  |  17:26

Amendment to the agenda of the ORLEN Ordinary General Meeting to be held on 9 June 2026

ORLEN S.A. (“Company”) informs about a change to the agenda of the ORLEN Ordinary General Meeting to be held on 9 June 2026 (“OGM”), initiated at the request of the Company’s Shareholder, the State Treasury.

 

The amendment, introduced pursuant to Article 401 par. 1 of the Code of Commercial Companies, consists in adding a new agenda item entitled: “Consideration of and voting on resolutions to change the composition of the Supervisory Board”.

 

Additionally, pursuant to § 14 section 2 of the Rules of Procedure of the Company’s General Meeting, the Management Board added to the agenda an item entitled: “Consideration of and voting on a resolution to determine the number of Supervisory Board members” and, accordingly, amended the draft resolution of the Ordinary General Meeting regarding the adoption of the agenda.

 

The new OGM 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 resolutions.

4.   Adoption of the agenda.

5.   Appointment of the Ballot Committee.

6.   Consideration of the Management Board’s report on the operations of the ORLEN Group and ORLEN S.A. in 2025, including the Sustainability Statement contained therein.

7.   Consideration of the financial statements of ORLEN S.A. for the year ended 31 December 2025, as well as the Management Board’s recommendation regarding the allocation of undistributed profits from previous years and the coverage of the net loss for the financial year 2025, and the level of dividend to be paid in 2026, including the determination of the dividend record date and payment date.

8.   Consideration of the consolidated financial statements of the ORLEN Group for the year ended 31 December 2025.

9.   Consideration of the Supervisory Board’s report on its activities for the financial year 2025.

10. Presentation of the Report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2025.

11. Presentation of the Report on the compliance with best sports sponsorship practices applicable to state owned companies for the year 2025.

12. Consideration of and voting on a resolution to approve the Management Board’ report on the operations of the ORLEN Group and ORLEN S.A. in 2025, including the Sustainability Statement contained therein.

13. Consideration of and voting on a resolution to approve the financial statements of ORLEN S.A. for the year ended 31 December 2025.

14. Consideration of and voting on a resolution to approve the consolidated financial statements of the ORLEN Group for the year ended 31 December 2025.

15. Consideration of and voting on a resolution to allocate the undistributed profits from previous years and the coverage of the net loss for the financial year 2025.

16. Consideration of and voting on a resolution on the level of the dividend to be paid in 2026, including the determination of the dividend record date and the dividend payment date.

17. Consideration of and voting on a resolution to approve the Supervisory Board’s report on its activities for the financial year 2025.

18. Consideration of and voting on a resolution to endorse the Supervisory Board’s report on remuneration of members of the Management Board and the Supervisory Board for 2025.

19. Consideration of and voting on resolutions whether to discharge Members of the Management Board of the Company of liability for their activities in 2025.

20. Consideration of and voting on resolutions whether to discharge Members of the Supervisory Board of the Company of liability for their activities in 2025.

21. Consideration of and voting on resolutions to amend the Company’s Articles of Association.

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

23. Consideration of and voting on a resolution to determine the number of Supervisory Board members.

24. Consideration of and voting on resolutions to change the composition of the Supervisory Board.

25. Closing of the General Meeting.

The following documents are attached to this report:

· the Shareholder’s request,

· draft resolutions of the Ordinary General Meeting reflecting the Shareholder’s request,

· the Management Board resolution on the amendment to the agenda of the Company’s Ordinary General Meeting, together with the Supervisory Board resolution issuing its opinion on such amendment.

 

Having regard to Principle 4.9 of the Best Practice for GPW Listed Companies 2021 (“DPSN”), the Management Board requests shareholders to submit nominations for members of the Supervisory Board, together with candidate statements, no later than 3 days prior to the Ordinary General Meeting.

The template candidate statement for the Supervisory Board, as well as all information concerning the Ordinary General Meeting, is available on the Company’s website at: https://www.orlen.pl/en/investor-relations/investors/general-meeting .

See also: regulatory announcement no. 17/2026 dated 12 May 2026.