General meeting

Capitals:

Human
Intellectual

Operation of the General Meeting

Proceedings and powers of ORLEN’s General Meeting are set out in the Articles of Association and the Rules of Procedure for the General Meeting, available on ORLEN’s website. The Company sets the venue and date of a General Meeting so as to enable participation by the largest possible number of shareholders. General Meetings of ORLEN are held at the Company’s registered office in Płock, but may also be held in Warsaw.

ORLEN uses its best endeavours to include reasoning in draft resolutions of the General Meeting, other than those of a procedural nature, unless such reasons stem from documentation submitted to the General Meeting. If a matter is placed on the agenda of the General Meeting at the request of a shareholder or shareholders, the reasoning for the proposed resolution is provided by that shareholder. The Company’s Management Board uses its best efforts to obtain appropriate reasoning for matters placed on the agenda from the shareholder.

All materials presented at a General Meeting are available to shareholders on the corporate website at www.orlen.pl starting from the date of a notice convening the General Meeting. Upon request, materials to be presented at the General Meeting are made available to shareholders at the Company’s registered office in Płock and at its Warsaw offices.

The General Meeting is convened by way of a notice published on the Company’s website and a current report.
The Annual General Meeting should be held no later than within six months from the end of every financial year. An Extraordinary General Meeting is convened by the Management Board on its own initiative, upon the Supervisory Board’s motion or upon the motion of a shareholder or shareholders representing no less than one-twentieth of the Company’s share capital, within two weeks of submitting the motion. The Supervisory Board may convene an Extraordinary General Meeting if it sees fit to do so. In addition, the Supervisory Board may convene an Extraordinary General Meeting if the Management Board fails to do so within two weeks of the Supervisory Board’s submitting the relevant request. An Extraordinary General Meeting may also be convened by shareholders representing at least one half of the share capital or at least one half of total voting rights at the Company.

If the Company’s Management Board is notified that a General Meeting has been convened pursuant to Art. 399.2-4 of the Commercial Companies Code, it immediately performs any actions required from it in connection with the organisation and conduct of the General Meeting.

The Company arranges for an internet broadcast of the General Meeting and offers simultaneous interpretation into English. The Company has not provided for shareholders’ participation in a General Meeting using means of electronic communication through real-time bilateral communication where shareholders could take the floor during the General Meeting from a location other than the venue of the General Meeting.

Shareholders may exercise their voting rights at the General Meeting in person or by proxy.

In accordance with the Rules of Procedure for the General Meeting, a General Meeting may be cancelled if there are extraordinary impediments to its holding or its holding would be obviously groundless. The cancellation or rescheduling of a General Meeting is effected by way of a notice posted on the Company’s website together with reasons and in compliance with other legal requirements, including the provisions of the Rules of Procedure for the General Meeting of ORLEN.

Powers and responsibilities of the General Meeting

The General Meeting is authorised in particular to:

review and approve the Company’s full-year financial statements; annual Directors’ report on the Company’s operations; consolidated financial statements of the ORLEN Group and Directors’ report on the ORLEN Group’s operations for the previous financial year,
grant discharge from responsibility to the Supervisory Board and Management Board members,
decide on the allocation of profit and coverage of loss, and on the application of funds set aside from earnings,
appoint members of the Supervisory Board, subject to Art. 8.2 of the Articles of Association, and define rules for their remuneration,
increase and reduce the share capital unless the Commercial Companies Code or the Company’s Articles of Association stipulate otherwise,
make decisions concerning claims for redress of any damage caused upon formation of the Company or when managing or supervising the Company,
adopt a policy defining the rules of remuneration for members of the Company’s Management Board and Supervisory Board,
grant consent to disposal or lease of, or creation of limited property rights in, the Company’s business or its organised part,
grant consent to any sale of real property, perpetual usufruct or interest in real property with a net carrying value exceeding one-twentieth of the Company’s share capital,
amend the Company’s Articles of Association,
create and release the Company’s capital reserves, funds and special accounts,
resolve to cancel shares and buy shares to be cancelled, and establish the terms of such cancellation,
issue convertible bonds, senior bonds and subscription warrants,
dissolve, liquidate and restructure the Company or merge it with another company,
conclude a parent/subsidiary agreement within the meaning of Art. 7 of the Commercial Companies Code,
pass a resolution to approve the subscription, acquisition, or disposal of shares in companies belonging to the Company's Group that operate as natural gas distribution system operators or natural gas storage system operators in accordance with applicable laws. The resolution should specify the terms and procedures for the sale.

Participation in the General Meeting

The right to participate in the Company’s General Meeting is vested only in persons that are the Company’s shareholders sixteen days before the date of the General Meeting (record date).

Shareholders may communicate with the Company via the corporate website, using the contact form available at: https://www.orlen.pl/en/investor-relations/ir-contacts/contact-for-shareholders, or through email (at: walne.zgromadzenie@orlen.pl). They may send a notification of granting power of proxy in electronic form and the power of proxy document (or a power of proxy cancellation document), and they may send requests and documents to the Company, for instance requests to place a matter on the agenda of the General Meeting or draft resolutions with reasoning. A section dedicated to the Company’s General Meetings contains some useful materials for shareholders, including information about upcoming General Meetings along with relevant materials, materials pertaining to General Meetings held in the past, including texts of resolutions passed and video files with internet broadcasts of General Meetings.

The General Meeting is attended by members of the Company’s Management Board and Supervisory Board selected with a view to addressing the matters discussed in the General Meeting and providing meaningful answers to questions asked by shareholders during the General Meeting. The Annual General Meeting may also be attended by members of the Management Board and the Supervisory Board whose mandates expired before the date of the General Meeting, but who still performed their functions during the financial year for which the Directors’ report and the financial statements are to be approved by the Annual General Meeting. The Management Board provides the participants of the General Meeting with information about the Company’s financial results and other relevant information, including non-financial information, included in the financial statements to be approved by the General Meeting.

General Meetings may also be attended by other persons invited by the body convening the General Meeting or allowed to enter the meeting room by the Chair, especially qualified auditors, legal and financial advisers and the Company’s employees. ORLEN additionally allows media representatives to attend General Meetings. The Management Board ensures that each General Meeting is attended by an independent expert in commercial law.

Unless stated otherwise in the Commercial Companies Code or the Articles of Association, resolutions of the General Meeting are passed by an absolute majority of the votes cast. Detailed rules governing the General Meeting are laid down in the Rules of Procedure for the General Meeting.

General Meeting in 2022

In 2022, three general meetings of ORLEN were held.

The Annual General Meeting, held on May 25th 2022:

approved the Directors’ Reports on the operations of the Company and the ORLEN Group as well as the financial statements for 2021,
granted a discharge from responsibility to all Supervisory and Management Board members,
distributed the profit for the financial year 2021, of PLN 8,397,702,761.43, in the following manner:
- PLN 1,496,981,713.50 was allocated to dividend payment (PLN 3.50 per share),
- the balance, i.e. PLN 6,900,721,047.93, was allocated to the Company's statutory reserve funds.

received the Report of the Supervisory Board of ORLEN S.A. for the financial year 2021, including, without limitation, information on the operations of the ORLEN Group, the Supervisory Board and its committees, as well as such other information and assessments as are required under applicable laws and regulations and the Best Practice for WSE Listed Companies 2021,
established the composition of the 10-member Supervisory Board of Polski Koncern Naftowy ORLEN S.A. for the new term has been determined. Consequently, the Annual General Meeting passed resolutions to appoint the Chairperson and members of the Supervisory Board for the new term of office,
endorsed the Report of the Supervisory Board of ORLEN S.A. on remuneration of members of the Management Board and the Supervisory Board for 2021.

The Extraordinary General Meeting, held on July 21st 2022:

resolved to merge the Company with Grupa LOTOS Spółka Akcyjna of Gdańsk, increase the Company's share capital, and amend the Company's Articles of Association,
Consented to the disposal of the fuel depots in Gdańsk, Gutkowo, Szczecin and Bolesławiec (which then constituted an organised part of the Company's business) through its contribution in kind to cover shares in the increased share capital of LOTOS Terminale Spółka Akcyjna of Czechowice-Dziedzice (KRS 0000102608, which became a subsidiary of the Company as a result of the merger of the Company and Grupa LOTOS Spółka Akcyjna, KRS 0000106150), pursuant to Art. 492.1.1 of the Commercial Companies Code,
established the consolidated text of the Company's Articles of Association, incorporating the amendments resulting from the merger resolution.

The Extraordinary General Meeting, held on September 28th 2022:

passed a resolution to merge the Company with Polskie Górnictwo Naftowe i Gazownictwo Spółka Akcyjna of Warsaw (KRS 0000059492), increase the Company’s share capital, and amend the Company’s Articles of Association,
established the consolidated text of the Company's Articles of Association.

On March 22nd 2023, the Extraordinary General Meeting of ORLEN passed resolutions to amend the Company's Articles of Association and approved the merger between ORLEN and LOTOS SPV5 Sp. z o.o. 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.