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Candidates for ORLEN Supervisory Board MembersRegulatory announcement no 6/2024 dated
2 February 2024ORLEN S.A. _"Company"_ informs that the Company's shareholders, Nationale-Nederlanden
Otwarty Fundusz Emerytalny and the State Treasury, in connection with the Extraordinary
General Meeting of ORLEN S.A., convened for February, 6th 2024, the agenda of which
consists of among others the point regarding changes in the composition of the Company's
Supervisory Board, submitted candidates for members of ORLEN Supervisory Board.The
shareholder, Nationale-Nederlanden Otwarty Fundusz Emerytalny submitted a candidate
of Mr Jan Woźniak for an independent member of the Company's Supervisory Board.The
note on professional experience of the candidate for an independent member of the
Company's Supervisory Board, provided by the shareholder, Nationale-Nederlanden Otwarty
Fundusz Emerytalny is presented below. The motion of the shareholder, Nationale-Nederlanden
Otwarty Fundusz Emerytalny is attached hereto regulatory announcement.Mr Jan Woźniak15
years of experience as an independent member of supervisory boards of WSE-listed companies
and 30 years of experience working in the financial sector. He focuses on growth and
under transformation companies. He has the most experience in the manufacturing, IT,
banking and finance and retail sectors.Professional experience2008 - until now DSW
AFM sp. z o.o. Founder and Managing Partner• Private Equity investments and Corporate
finance consulting2016 - until now FERRO S.A. Member of the Supervisory Board Chairman
of the Audit Committee2015 - until now Sanok Rubber Company S.A. Chairman of the Supervisory
Board• Chairman of the Nomination and Remuneration Committee2019 - until now Association
of Independent Supervisory Board MembersMember of the Review Commission2014 - 2023
Mennica Polska S.A.Member of the Supervisory Board• Chairman of the Audit Committee2008
- 2020 Member of the Supervisory BoardseSaliens TFI, Pfleiderer, Polimex - Mostostal,
Sygnity, Exorigo - UPOS, Bomi, Techmex, FOR - NET, Rabat Pomorze2004 - 2008 HSBC
Bank _Poland_ S.A. Member of the Management Board, Poland Global Markets Head2001-
2004 Bank Handlowy w Warszawie S.A. _Citigroup_Global Markets Sales Director, Deputy
Managing Director1994-2001 Citibank _Poland_ S.A.Global Markets Sales DirectorEducation1990-1995
Warsaw School of EconomicsMaster's degree in Foreign Trade and Banking and Finance1994
Securities CommissionStockbroker, license no 554Foreign languagesEnglish - fluentGerman
- intermediateThe shareholder, the State Treasury submitted the following persons
as candidates for members of the Company's Supervisory Board:• Michał Gajdus• Ewa
Gąsiorek• Katarzyna Łobos• Kazimierz Mordaszewski• Mikołaj Pietrzak• Wojciech Popiołek•
Ireneusz Sitarski• Tomasz Sójka• Tomasz ZielińskiThe notes on professional experience
of the candidates for members of the Company's Supervisory Board, provided by the
shareholder, the State Treasury are presented below. The motion of the shareholder,
the State Treasury is attached hereto regulatory announcement.Mr Michał GajdusMichał
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 GąsiorekEwa 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 2014r - 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 ŁobosKatarzyna 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 MordaszewskiKazimierz 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 PietrzakPartner
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 Holda 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
PopiołekBorn on April, 1st 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 SitarskiMaster'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 SójkaProfessor
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 Planck
Institute in Hamburg.Mr Tomasz ZielińskiAn 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 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-06-02-2024.See
also: regulatory announcement no 47/2023 and no 48/2023 as of 12 December 2023, and
1/2024 as of 11 January 2024.
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RB-W: Kandydatury na członków Rady Nadzorczej ORLEN S.A.
