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Amendments to articles of association

Capitals:

Any amendment to ORLEN’s Articles of Association requires a resolution of the General Meeting and has to be entered in the business register. A resolution of the General Meeting to amend the Company’s Articles of Association is passed by three-quarters of votes. The General Meeting may authorise the Supervisory Board to formulate the consolidated text of the Articles of Association or make other editorial changes as set out in a resolution passed by the General Meeting.

In 2022, the Company's Articles of Association were amended twice, which was related to the merger processes involving ORLEN:

  1. On July 21st 2022, the Extraordinary General Meeting adopted the first amendment to the Company's Articles of Association, which pertained to the merger of the Company with Grupa LOTOS Spółka Akcyjna of Gdańsk. The amendments were entered in the National Court Register and information about the entry was published by the Company in a current report.
  2. Then, on September 28th 2022, the Extraordinary General Meeting passed amendments to the Company's Articles of Association in connection with the merger of ORLEN and Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna of Warsaw. Similar to the first set of amendments, these amendments were registered also in the National Court Register, and the Company published information about the amended Articles of Association in a current report.

An Extraordinary General Meeting of ORLEN was held on March 22nd, 2023, during which resolutions were passed to amend the Company's Articles of Association. Some of the amendments result from the amendments made to the Commercial Companies Code under the amendment law of February 9th 2022 (Dz U. of 2022, item 807), which came into effect in October 2022. In addition to the amendments stemming from the implemented modifications in the Commercial Companies Code, the General Meeting passed a resolution to modify the Articles of Association further, to incorporate amendments resulting from the mergers that took place within the Company in 2022. The Articles of Association were also amended to improve the Company's decision-making processes. As of the date of authorisation of this report, the amendments to the Company's Articles of Association approved by the General Meeting are pending registration in the Business Register of the National Court Register.

Read also:

Letter from the Chairman of the Supervisory Board

Corporate governance rules

Short-cuts:

ORLEN Group 2022 Integrated Report

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