| |
MESSAGE _ENGLISH VERSION_ |
|
| |
Notice of the Ordinary General Meeting of ORLEN S.A. to be held on 5 June 2025Regulatory
announcement no 16/2025 dated 8 May 2025ORLEN Spółka Akcyjna, with its registered
office in Płock at ul. Chemików 7, entered in the Business Register maintained by
the District Court for Łódź-Śródmieście in Łódź, XX Commercial Division of the National
Court Register, under No. KRS 0000028860, with share capital/paid-up of PLN 1.451.177.561,25
Tax Identification Number NIP 774 - 00-01-454 _'ORLEN S.A.' or the 'Company'_.Date,
time, venue, and agenda of the General MeetingThe Management Board of ORLEN S.A.,
acting pursuant to Art. 399.1 in connection with Art. 395.1 and 395.2 and 395.5 of
the Commercial Companies Code and Art. 7.3 of the Company's Articles of Association,
hereby gives notice that the Ordinary General Meeting of ORLEN Spółka Akcyjna _the
'General Meeting' or the 'Meeting'_ will be held on 5 June 2025 at 11.00 am in Płock,
at the registered office of the Company, in the building of the Administration Centre,
room no. 1, ul. Chemików 7, 09-411 Płock, Poland, with the following agenda: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 2024. 7. Consideration of the financial statements of ORLEN S.A. for the year ended
31 December 2024, as well as the Management Board's recommendation regarding the allocation
of net profit for the financial year 2024.8. Consideration of the consolidated financial
statements of the ORLEN Group for the year ended 31 December 2024.9. Consideration
of the Supervisory Board's report on its activities for the financial year 2024.10.
Presentation of the report on entertainment expenses, legal expenses, marketing expenses,
public relations and social communication expenses, and management consultancy fees
in 2024.11. 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 2024.12. Consideration
of and voting on a resolution to approve the financial statements of ORLEN S.A. for
the year ended 31 December 2024.13. Consideration of and voting on a resolution to
approve the consolidated financial statements of the ORLEN Group for the year ended
31 December 2024.14. Consideration of and voting on a resolution to allocate the net
profit for the financial year 2024, pay dividend from the net profit for 2024 and
the Company's statutory reserve funds, and determine the dividend record date and
the dividend payment date. 15. Consideration of and voting on a resolution to approve
the Supervisory Board's report on its activities for the financial year 2024.16. Consideration
of and voting on resolutions whether to discharge Members of the Management Board
of the Company of liability for their activities in 2024.17. Consideration of and
voting on resolutions whether to discharge Members of the Supervisory Board of the
Company of liability for their activities in 2024.18. 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 2024. 19. Consideration of and
voting on a resolution to consent to the acquisition by the Company of all shares
in Energomedia spółka z ograniczoną odpowiedzialnością of Trzebinia, entered in the
Business Register of the National Court Register under No. KRS 0000067731, from ORLEN
Południe Spółka Akcyjna.20. Consideration of and voting on a resolution to determine
the number of Supervisory Board Members.21. Consideration of and voting on resolutions
to appoint of Members of the Supervisory Board.22. Determination of the amounts of
remuneration for members of the Supervisory Board of the Company.23. Closing of the
General Meeting.Pursuant to Art. 4022 of the Commercial Companies Code, the Company
provides information on participation in the Ordinary General Meeting:Shareholder's
right to request that certain matters be included in the agenda of the General Meeting1.
A shareholder or shareholders representing at least one-twentieth of the share capital
may request that particular matters be included in the agenda of the General Meeting.
Such motions should be submitted to the Company's Management Board no later than 21
days prior to the date of the General Meeting and should contain grounds for or a
draft resolution pertaining to the proposed item of the agenda. Motions may be submitted
in writing at the registered office of the Company at ul. Chemików 7, 09-411 Płock,
Poland, or in electronic form and sent via the website https://www.orlen.pl/en/investor-relations/ir-contacts/contact-for-shareholders
or to walne.zgromadzenie@orlen.pl .2. The shareholder or shareholders referred to
in item 1 should prove that they held the required number of shares as at the date
of submitting the motion by attaching to the motion a relevant depositary certificate/depositary
certificates or an individual certificate on the right to participate in the General
Meeting issued by an entity maintaining their securities account. Where a motion is
submitted by a shareholder/shareholders which are legal persons or organisational
units referred to in Article 331 of the Civil Code, the shareholder/shareholders should
send in an official copy of its/their entry in the relevant register _if the motion
is submitted electronically - a scanned copy of the document_, and submit documents
confirming authority of the proxies and further proxies to represent the shareholder/shareholders
_sequence of proxies_. Any documents submitted to the Company, including documents
sent electronically, should be translated into Polish by a sworn translator. Submission
of apostilled documents is permitted. Where shareholders submit a motion via electronic
channels of communication, all documents should be sent in the PDF format.3. The Company
may take steps to establish the identity of a shareholder and of the shareholder's
proxy to verify their rights exercised by means of electronic communication. Shareholders'
right to propose draft resolutions4. A shareholder or shareholders representing at
least one-twentieth of the share capital may, prior to the date of the Ordinary General
Meeting, propose draft resolutions on matters included, or to be included, in the
agenda of the Ordinary General Meeting, by submitting them either in writing to the
Company's registered office, at ul. Chemików 7, 09-411 Płock, Poland, or using electronic
means of communication, as provided for in item 1 above.As described in items 2 and
3 above, such shareholder or shareholders should prove that as at the date of submitting
their request they hold the required number of shares and should attach documents
necessary to establish the identity of the mover or movers. 5. During the General
Meeting, each shareholder entitled to participate in the Meeting may propose draft
resolutions on the matters included in the agenda.6. Taking into consideration the
rules 4.6 second sentence and 4.8 of the Best Practice for GPW Listed Companies 2021
_'Best Practice'_ the Company's Management Board requests the shareholders to present
draft resolutions along with the justification no later than 3 days before the General
Meeting in order to help the shareholders participating the General Meeting to vote
on resolutions with adequate understanding.At the same time, in connection with item
21 of the agenda, taking into consideration the rule 4.9 of the Best Practice 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 is available
at the Company's website at https://www.orlen.pl/en/investor-relations/shares-and-bonds/general-meeting
.Exercise of voting rights by proxy7. A shareholder may participate in the General
Meeting and exercise voting rights in person or by proxy. Powers of proxy to participate
in the General Meeting and exercise voting rights must be granted in writing or in
electronic form. A shareholder which is not a natural person may participate in the
General Meeting and exercise voting rights through a person authorised to make declarations
of will binding on that shareholder, or through a proxy. 8. Shareholders may notify
the Company of granting or revoking a power of proxy to participate in the General
Meeting in electronic form via the Company's website at https://www.orlen.pl/en/investor-relations/ir-contacts/contact-for-shareholders
or by sending an email to: walne.zgromadzenie@orlen.pl . These channels of communication
can also be used to submit proxy documents as well as proxy cancellation documents.Along
with the notification of appointment of proxy in electronic form, the shareholder
must send in the text of the proxy document. The Shareholder shall provide the Company
with documents confirming the authorisation of the proxies and of further proxies
_sequence of proxies_. Where a proxy is appointed by a legal person or an organisation
referred to in Art. 331 of the Civil Code, the shareholder _as the principal_ shall
also send in a scanned official copy of the shareholder's entry in the relevant register.
Where a proxy is a legal person or an organisation referred to in Art. 331 of the
Civil Code, the shareholder as the principal shall also send in a scanned official
copy of the proxy's entry in the relevant register. Any documents sent in via electronic
channels of communication should be translated into Polish by a sworn translator.
Submission of apostilled documents via such channels is also permissible. Together
with a proxy notice the shareholder shall send an e-mail address through which the
Company will be able to communicate with the shareholder and the proxy and to verify
the delivered documents and to identify persons. All documents referred to in this
paragraph shall be sent in using electronic means of communication. Provisions of
this paragraph do not release the proxy from the obligation to present the documents
based on which his/her/its identity can be established, as specified in this paragraph,
at the time of drawing up the list of eligible participants of the General Meeting.The
above rules concerning identification of the principal will apply accordingly to notices
of revoking proxy appointments.Any notice of proxy appointment or of revoking proxy
appointment which does not satisfy the requirements specified above will have no legal
effect with respect to the Company.The Company may take steps to establish the identity
of a shareholder and of the shareholder's proxy to verify their rights exercised by
means of electronic communication.9. Where a proxy is appointed in writing, the proxy
is obliged to leave the original of the proxy document with the Company. Further,
for the purpose of drawing up the attendance list, proxies should present their identity
cards, passports or other reliable documents based on which their identity can be
established. The authorisation to represent a shareholder which is not a natural person
should be evidenced by an up-to-date official copy of the shareholder's entry in the
relevant register _of which the original or a copy certified by a notary public or
legal counsel should be submitted_ and documents confirming the authorisation of the
proxy or further proxies _sequence of proxies_.10. Proxy forms containing the data
specified in Art. 4023 of the Commercial Companies Code are available at the Company's
website at https://www.orlen.pl/en/investor-relations/shares-and-bonds/general-meeting
. The use of the forms referred to above is not obligatory. Participation in the General
Meeting by means of electronic communicationAt present, ORLEN S.A. does not provide
for the possibility of participating in the General Meeting using electronic means
of communication.Speaking at the General Meeting using electronic means of communicationAt
present, ORLEN S.A. does not provide for the possibility of taking the floor during
the General Meeting by means of electronic communication.Exercise voting rights by
postal ballot or by means of electronic communicationAt present, ORLEN S.A. does not
provide for the possibility of exercising the right to vote by postal ballot or using
means of electronic communication.Record date for the right to participate in the
General MeetingThe record date for the right to participate the General Meeting is
20 May 2025.Right to participate in the General MeetingOnly persons who:a_ are the
Company's shareholders, i.e. hold Company shares registered in their securities accounts,
16 days prior to the date of the General Meeting _20 May 2025_; andb_ in the period
from 8 May to 21 May 2025, apply to the entity keeping the securities account where
the shares of the Company are deposited for a certificate to be issued to their name
confirming their right to participate in the General Meetinghave the right to participate
in the General Meeting.It is recommended that the shareholders collect the certificate
and take it with them to the Ordinary General Meeting.The Company shall draw up the
list of shareholders entitled to participate in the Ordinary General Meeting on the
basis of the data provided to it by the Central Securities Depository of Poland _the
CSDP_. The CSDP compiles such data based on certificates confirming the right to participate
in the Ordinary General Meeting issued in the shareholders' names by the entities
keeping their securities accounts. A list of shareholders entitled to participate
in the Ordinary General Meeting will be displayed for inspection at the reception
desk of the Company's registered office at ul. Chemików 7, Płock, Poland, and at the
reception desk of ORLEN S.A. at ul. Bielańska 12, Warsaw, Poland, for three weekdays
prior to the date of the Ordinary General Meeting, between 8.00 am and 4.00 pm. A
shareholder may request that the list of shareholders be delivered to him/her/it free
of charge by electronic mail; in such a case, the shareholder must provide an email
address to which the list is to be sent. The list of shareholders will be provided
in the PDF format. A shareholder who requests to be allowed to inspect or be sent
the list of shareholders should prove his/her/its identity and status of a shareholder
of ORLEN S.A. in the manner specified in items 1-3 above. For this purpose, certificates
confirming the right to participate in the General Meeting or depositary certificates
together with presentation of identity cards, passports or other documents will be
accepted as sufficient proof. When signing the attendance list, shareholders and proxies
arriving at the General Meeting should present their identity cards, passports, or
other documents on the basis of which their identity can be established. The authorisation
to represent a shareholder which is not a natural person should be evidenced by an
up-to-date official copy of the shareholder's entry in the relevant register _of which
the original or a copy certified by a notary public or legal counsel should be submitted_
and documents confirming the authorisation of the proxy or further proxies _sequence
of proxies_. The right to represent a shareholder who is a natural person should be
evidenced by a proxy document presented when signing the attendance list.Shareholders
right to ask questions regarding issues placed in the agenda of the General MeetingShareholders
participating in the General Meeting have right to ask questions regarding issues
placed in the agenda of the General Meeting and participate in the discussion in accordance
with the rules defined in the Rules of Procedure for the General Shareholders Meeting
of ORLEN S.A.The Company's Management Board informs that the General Meeting will
be recorded and transmitted via the Internet. The broadcast will be available at http://www.orlen.pl
.Access to documentsPersons entitled to attend the Ordinary General Meeting may obtain
a complete copy of the documentation to be presented at the Ordinary General Meeting
and draft resolutions, at the reception desk of the Administration Centre of the Company's
registered office at ul. Chemików 7 in Płock, Poland, or at the reception desk of
ORLEN S.A. at ul. Bielańska 12 in Warsaw, Poland between 8.00 am and 4.00 pm after
submitting of such a request by an e-mail: walne.zgromadzenie@orlen.pl , or download
the documentation from the Company's website at https://www.orlen.pl/en/investor-relations/shares-and-bonds/general-meeting
.The Company will publish all information regarding the Ordinary General Meeting on
the Company's website at https://www.orlen.pl/en/investor-relations/shares-and-bonds/general-meeting.This
report has been prepared pursuant to Par. 19.1.1 of the Minister of Finance's Regulation
on current and periodic information to be published by issuers of securities and conditions
for recognition as equivalent of information whose disclosure is required under the
laws of a non-member state, dated March 29th, 2018 _Dz.U. of 2018, item 757_.Management
Board of ORLEN S.A.
|
|
|
RB-W: Zwołanie ZWZ ORLEN S.A. na dzień 5.06.2025 roku
