Management and supervisory bodies

Apart from generally applicable laws, the operating procedures of ORLEN’s Supervisory Board, its Committees and Management Board are set out in ORLEN’s Articles of Association and the Rules of Procedure for the Supervisory Board or the Management Board, as appropriate.

In their operations ORLEN’s management and supervisory bodies also comply with the corporate governance principles set out by the Warsaw Stock Exchange.

In order to achieve the highest standards in the performance of the Management Board’s and Supervisory Board’s duties defined in the generally applicable laws and internal regulations, as well as to ensure that these duties are discharged effectively, the Management Board and Supervisory Board members must possess extensive qualifications and experience. The current composition of the Management and Supervisory Boards ensures a good balance and diversity in terms of gender, educational background, age and professional experience.

The gender diversity ratio is not applied in the Company’s diversity management practices. The gender diversity requirement of the Code of Good Practice is met by the Company’s Supervisory Board, which has a minority share of no less than 30%, but not by the ORLEN’s Management Board.

Any outside employment of the Management Board members is assessed by the Supervisory Board, which − pursuant to the Company’s Articles of Association − grants permission to Management Board members to serve on the supervisory or management bodies of any other entities and to receive remuneration for such service.

Composition of ORLEN Management Board as at January 1st and December 31st 2022.

Composition of ORLEN Management Board as at the date of authorisation of the Management Board report on the operations of ORLEN Group and PKN ORLEN S.A. for the year 2022

As President of the ORLEN Management Board, he created a strong multienergy company, a strong leader in Central and Eastern Europe. With the acquisitions of Grupa LOTOS and PGNiG in 2022, and Energa, Ruch, and Polska Press, today the ORLEN Group has the potential to undertake multi-billion projects aimed at enhancing Poland's and even Central Europe's energy security and independence. It is thus well-positioned to follow through with the energy transition in the markets where it operates. Daniel Obajtek's leadership has resulted in the formation of an integrated, modern Group that is projected to generate approximately PLN 400 billion in annual revenue and serve approximately 150 million customers.

ORLEN2030, the Company's updated strategy, includes plans to invest in renewable energy, as well as the production and development of green energy projects, specifically in the areas of biogas and biofuels. The Company is also actively pursuing the development of hydrogen technology, modern petrochemicals, and safe nuclear power generation. ORLEN intends to spend approximately PLN 320 billion on its strategic projects by 2030. ORLEN is the first fuel refiner in Central Europe to have declared an intention to achieve emission neutrality by 2050.

Strengthening energy security, not only in Poland, but also in the wider region, is an important aspect of the ORLEN Group's operations. Effective diversification of feedstock supplies to Poland, pursued vigorously since 2015, has made this possible.

Daniel Obajtek has completed the Executive MBA programme run by the Gdańsk Foundation for Management Development and validated by IAE Aix-Marseille Graduate School of Management. He is a member of the Programme Council of the Economic Forum in Karpacz, Chairman of the Board of the Polish Olympic Committee and winner of multiple awards, notably: the Polish Compass 2018 and President of the Year 2018 in the Bulls and Bears award of the Gazeta Giełdy i Inwestorów Parkiet daily. In 2019, he was awarded the Lech Kaczyński Prometheus Award. From the Judging Panel of the Employers of Poland, he received the Vector 2019 award. He was named Person of the Year during the Karpacz Economic Forum held in September 2020. In 2020, readers of Gazeta Giełdy PARKIET daily voted him Star of the Year 2020. In ‘The Most Reliable in Polish Economy’ ranking organised by the ISB News agency, he received a statuette twice – in 2020 and 2022. In 2021, he was named Person of the Year by Wprost weekly and Person of Freedom by Tygodnik Sieci weekly. In 2022, he won the ‘Gold Ribbon’ Economic Award in the Investment category from the Development Vision Forum. In the same year, the ORLEN Group was recognized for its efforts in building a robust Central European Multienergy Group and awarded the prestigious 'Custos Virtutum' award by the Wacław Felczak Institute for the Cooperation of Poland and Hungary. Similarly, in recognition of the ORLEN Group's contributions, academics from Greater Poland who are members of the Academic Civic Club awarded the President of ORLEN with a statue of the late President Lech Kaczyński.

In 1978–1990, Mr Węgrecki worked at Zakład Remontowy Energetyki Kraków, where he held the position of Member of the Management Board, Chief Technical Officer. In 1990–1993, he served at employee-owned company Remak Opole as its Vice President. From April 1993 to June 2017, he was President and Member of the Management Board of Remak-Krak Sp. z o.o.

In 2017, Mr Węgrecki was appointed Vice President of the Management Board of Energa Wytwarzanie S.A., where his management responsibilities covered water and wind turbine operation, photovoltaic farms, cogeneration and coal-fired power plants, innovation, heating asset acquisitions and setting development directions. On February 5th 2018, Mr Węgrecki was delegated to temporarily serve as Member of the ORLEN Management Board for Investment and Procurement, and then in April he was appointed Member of the Management Board, Chief Operating Officer.

He is interested in monitoring and analysing the latest technical solutions in the field of power generation: alternative energy sources and their potential industrial applications. Mr Węgrecki has received a number of awards, including the Galicia Construction Grand Award for his contribution to the advancement of the construction industry, a Badge of Merit for exceptional services to the construction industry, a Gold Medal for long service, an Honoris Gratia badge for charity and community service, and a Medal of the 100th Anniversary of Poland Regaining Independence.

He is a graduate of the Faculty of Law and Administration of the University of Łódź and has completed various other university programmes and courses, including the PhD in law programme at the Institute of Political Studies of the Polish Academy of Sciences, the PhD in economics programme at the Institute of Economics of the Polish Academy of Sciences, the Executive MBA programme run jointly by the Institute of Economics of the Polish Academy of Sciences and the Vienna Institute for International Economic Studies of Vienna, a postgraduate course in management and audit at the Jagiellonian University, a postgraduate course in debt collection at the Warsaw School of Economics, and a postgraduate course in negotiation and mediation at the SWPS University.

Mr Sabat also has teaching experience, having lectured to participants in the MBA programme at Collegium Humanum – Warsaw Management University, students at the War Studies Academy, and postgraduate students at the Helena Chodkowska University of Technology and Economics of Warsaw.

In 2016–2018, Patrycja Klarecka served as President of the Polish Agency for Enterprise Development (PARP), Poland’s largest government agency supporting the development of SMEs. Patrycja Klarecka has professional experience in the financial, media and education sectors, including in managerial roles at The Warsaw Stock Exchange (2014–2016), Bank Zachodni WBK (2010–2014), Telewizja Polska (2004–2010) and PZU (2002–2004). Earlier in her career, she was a lecturer at the Melchior Wańkowicz School of Journalism in Warsaw and a consultant at the Poznań School of Banking.

She chaired the Supervisory Board of ORLEN Deutschland GmbH (2018–2019), served on the Supervisory Boards of the WSE Foundation and IAB Polska and on the Board of the PZU Charitable Foundation. She represented the Polish Television in the Crossmedia Group at the European Broadcasting Union.

Mr Róg has over 20 years of professional experience gained working for TELE-FONIKA KABLE S.A., where he served as: Vice President for Sales – Distribution and Power Generation Sector, Director for Sales and Development of High and Medium Voltage Products, Director for Sales on the Balkan Market, Director for Sales in the Home Market, and Head of the Home Market Office.

From March to August 2018, he was a Management Board Member for Trade at ORLEN OIL Sp. z o.o. of Kraków. From April to August 2018, he was additionally a Management Board Member at Paramo a.s. based in Pardubice, the Czech Republic.

He was a member of the Supervisory Board of Energa S.A. from December 1st 2020 until his resignation on February 22nd 2023.

From January to August 2018, Mr Artwich served as Head of the Legal Department of the Chancellery of the Prime Minister. Earlier, between 2016 and 2018, as Deputy Director of the Department for Improvement of Economic Regulations of the Ministry of Development, Mr Artwich was responsible, among others, for legislative projects in the area of economic law and for supervision of the Central Office of Measures and the Polish Centre for Accreditation. At the same time, in 2016-2018, Mr Artwich served as member of the Polish Financial Supervision Authority (a representative of the minister in charge of economy).

Between 2011 and 2016, he worked at the Legal Area of Bank Zachodni WBK S.A., where he was in charge of legal services for investment banking in the Global Banking & Markets Division. A graduate of the 18th School of Civil Society Leaders. For his pro publico bono activity, he received, among other distinctions, the Gold Cross of Merit and the Polcul Foundation award.

Armen Artwich also serves as Chairman of the ORLEN Group Board.

He has gained extensive experience in the financial sector. He has sat on the Management Board of PZU Tower, served as Chief Economist of Kasa Krajowa SKOK (credit union), Member of the Sejm (lower chamber of the Polish Parliament) of the 8th term, Chairman of the Standing Subcommittee on Financial Institutions, and Deputy Chairman of the Public Finance Committee and member of the Digitisation Committee of the Sejm.

He is an economic journalist and the author of numerous opinions and expert reports on business processes and ownership transformations. Its interests include economic history and privatisation processes in Poland and abroad.

He holds a degree in International Relations from the University of Wrocław and an MBA degree. He completed a postgraduate course in Journalism and Public Relations at the Tischner European University in Kraków.

Prior to that, he had worked in the fuel and energy industry as well as the financial sector. His roles included that of Communication and Marketing Director at the largest Polish companies, such as Grupa Energa, Grupa LOTOS and PZU S.A., creating and implementing corporate, marketing and sponsorship communication strategies. He also has extensive experience in sports marketing and journalism. In 2012–2016, he was Marketing and PR Director as well as press officer for the Wrocław Stadium, and from 2008 to 2012 he worked as a journalist for Telewizja Polsat. He served as a Member of the Supervisory Board of UNIPETROL A.S. and ORLEN Południe S.A. He serves on the Supervisory Board of PZU Zdrowie S.A.

He is a jury member for the Gold Paperclips industry competition, a member of the judging panel for the 50 Most Creative People in Business programme organised by the BRIEF magazine, and a speaker at the Public Relations Professionals Congress.

In 2010, he became Head of the Legal Department of PGE Górnictwo i Energetyka Konwencjonalna S.A. of Bełchatów, and then Management Board Vice President for Corporate Affairs and Asset Management.

In 2016, he took over as CEO of LOTOS Oil. In 2018-2020, he additionally served as Head of Corporate Affairs at Grupa LOTOS S.A. and since 2020 – Head of Strategy and Investors Relations at Grupa LOTOS S.A. He was also Chairman of the Supervisory Board of LOTOS Asfalt, LOTOS Infrastruktura and RCEkoenergia. From January 2021 to the end of July 2022, he was Management Board Vice President for Mergers and Acquisitions at Grupa LOTOS S.A.

Since April 9th 2022, President of the PGNiG Management Board. Thanks to her efforts, PGNiG signed several contracts with gas suppliers from the Norwegian Continental Shelf, including a long-term contract with Equinor for the purchase of 2.4 billion cubic meters of gas annually. Under her supervision, the merger between PGNiG and ORLEN was successfully finalized in accordance with the adopted timetable. Throughout the process, all stakeholders' interests were taken into account, and the social partners, including trade unions and employee representatives, were fully engaged in dialogue. As a result, PGNiG, ORLEN, and the trade unions at PGNiG signed an agreement confirming the rights of the company's employees after the merger.

From July 16th 2021 to April 8th 2022 she served as President of the Management Board of ENERGA S.A., an ORLEN Group company. She supervised the entire Energa Group and its key projects. She coordinated the implementation of the Energa Group’s new strategy, with a special focus on energy transition goals and integration with the ORLEN Group.

She joined ORLEN in February 2018, first serving as Head of the Investor Relations Office and from February 2019 as Executive Director of Strategy, Innovation and Investor Relations responsible for the development and implementation of ORLEN’s strategy, decarbonisation strategy, hydrogen strategy and supervision of strategic projects across the Group. She was responsible for creating the "ORLEN in Portfolio" loyalty programme, which was the first of its kind for retail investors on the Polish capital market.

As of March 18th 2019, Vice President in charge of Operations at PGNiG. An economist with long-standing management experience gained in various institutions. In 2019 and 2020, he served as Member of the Management Board of PGNiG Upstream Norway AS. In 2019, he served as Member of the Supervisory Board of INOVA Centrum Innowacji Technicznych. In 2006–2018, he served as the Mayor of Ząbki and since 2017 has been the President of the Management Board of the Polish Local Government Union. Prior to 2002, he worked at the Ministry of Justice, where he was responsible for financial payroll plans for the prison service. He also provided training services and served in other public capacities.

Robert Perkowski is also holding the following positions: Chairman of the Supervisory Board of Krajowa Grupa Spożywcza, Member of the Supervisory Board of EuRoPol GAZ, President of the Management Board of the Chamber of Gas Industry, Chairman of the Supervisory Board of PGNIG Gaz TUW.

All members of the Management Board are obliged and authorised to manage ORLEN’s affairs.

All matters going beyond the ordinary course of business are subject to resolutions of the Management Board. Matters falling within the scope of ordinary business are those related to trading in fuels within the meaning of the Company’s Articles of Association (i.e. crude oil, petroleum products, biocomponents, biofuels and other fuels including natural gas, industrial gas and fuel gas) or energy, and any other matters not expressly specified in the Rules of Procedure for the Management Board. The Extraordinary General Meeting held on March 22nd 2023, made significant amendments to the Company's Articles of Incorporation with respect to matters beyond the scope of ordinary management; as of the date of authorisation of this report, these amendments are pending entry in the Business Register.

In addition, the Management Board’s consent is not required to perform an action which is an integral part of any other action for which the Management Board already gave its consent, unless the Management Board’s resolution states otherwise.

Composition of the Supervisory Board of ORLEN as at January 1st 2022 and December 31st 2022.

Composition of the Supervisory Board of ORLEN as of the date of authorization of the Management Board report on the operations of ORLEN Group and PKN ORLEN S.A. for the year 2022.

WOJCIECH JASIŃSKI
Chair of the Supervisory Board

Graduate of the Faculty of Law and Administration at the University of Warsaw. In 1972–1986, he worked in Płock, including at the National Bank of Poland Płock Branch and at the Municipal Office, including as legal counsel at the Tax Chamber. In 1990–1991, he organised local government structures in the Province of Płock as Delegate of the Government Representative for Local Government Reform. From 1992 to 1997, he worked at the Supreme Audit Office, first as Head of the Regional Branch in Warsaw, then as Head of the Finance and Budget Team, and finally as Head of the State Budget Department. In 1997–2000, he served as member and then as President of the Management Board of Srebrna. He was member of the Supervisory Board of Bank Ochrony Środowiska S.A. in 1998–2000. From September 2000 to July 2001, he served as Undersecretary of State at the Ministry of Justice.

He served as the Minister of the Treasury from 2006 to 2007, and has been a member of the Polish Parliament since 2001, holding the following positions: Chairman of the Standing Committee on the Banking System and Monetary Policy, Chairman of the Economic Committee, and Chairman of the Public Finance Committee. He was also member of the Parliamentary State Treasury Committee.

President of the Management Board of ORLEN S.A. from December 16th 2015 to February 5th 2018. From June 2018 to July 2019, he was attorney-in-fact of the Management Board of Energa S.A. for Energy Markets and Investment Development. He has served as member of the Supervisory Board of PKO Bank Polski S.A. since February 25th 2016, and as Deputy Chairman of the Supervisory Board of PKO Bank Polski S.A. since June 7th 2021.

ANDRZEJ SZUMAŃSKI
Deputy Chairman of the Supervisory Board (Independent Member of the Supervisory Board)

Attorney at law. Full professor at the Department of Private Commercial Law of the Jagiellonian University. One of the three authors of the Polish Commercial Companies Code of September 15th 2000. He was involved in the work to draft the OECD Principles of Corporate Governance, 1999. As an expert of the Association of Stock Exchange Issuers, he prepared a draft of the Rules of the Corporate Governance Committee, enabling implementation of the principles of Corporate Governance for Public Companies adopted by the Warsaw Stock Exchange.

Currently, he chairs the Expert Group on Corporate Law of the Corporate Governance Reform Commission at the Polish Ministry of State Assets. Since 1995 he has been an arbitrator of the Arbitration Court at the Polish Chamber of Commerce in Warsaw, and since 2015 – a member of the Court’s Arbitration Council. He has been President of the Exchange Court at the Warsaw Stock Exchange since 2007. From 2005 to 2011, he served two terms as President of the Arbitration Court at the Lewiatan Polish Confederation of Private Employers. He participated in numerous restructuring and privatisation projects. He sat on the Supervisory Boards of Południowy Koncern Energetyczny S.A. of Katowice, Małopolska Agencja Rozwoju Regionalnego S.A. of Kraków, and Polimex-Mostostal S.A. of Warsaw, among others.

He prepares legal expert reports in the fields of private business law, contract law and arbitration law. He has authored textbooks and commentaries on the companies and securities law, as well as numerous articles, glosses and reviews in the field of commercial law. He was involved in legislative work on an amendment to the Code of Commercial Companies of March 2020 regarding the online form of meetings held by corporate bodies and an amendment to the Code of Civil Procedure of 2019 regarding corporate arbitration.

ANNA WÓJCIK
Secretary of the Supervisory Board

Anna Wójcik is a graduate of the Poznań School of Banking and Management and the University of Warsaw (Faculty of Law and Administration). She also completed post-graduate studies at the WUT Business School (Faculty of Management), and was awarded the title of Master of Business Administration. She is a manager with more than a decade’s experience in the private sector (real estate, retail, business consulting) and government administration. Her recent positions included COO at Exeq Sp. z o.o., whose field of expertise is in fund raising for corporate research, development and innovation. As part of her remit, she coordinated the work of the management board office and accounted for projects implemented within programmes financed with OP IE and NCRD funds.

Since 2016, her career has been in the government administration. She worked as Head of the Minister’s Office at the Ministry of Development and the Ministry of Finance, while currently she is employed at the Chancellery of the Prime Minister as Head of the Prime Minister’s Office.

ANDRZEJ KAPAŁA
Independent Member of the Supervisory Board

A graduate of the School of Banking and Management in Poznań with an MA in business management, Andrzej Kapała has additionally completed post-graduate courses in financial management, human resources management and business accounting at the Wrocław University of Economics. He has also completed the Executive Master of Business Administration programme at the Warsaw Management University.

He spent ten years working for the Local Democracy Development Foundation, as Head of its Wrocław Branch, where he focused on advising local government units and municipal utilities on management strategies and financial planning. For many years, he carried out consulting projects for private and municipal companies in investment and financial analyses and in project management, as well as restructuring and standardisation of business processes. He has authored several dozen feasibility studies and business plans for infrastructure investments and consulting projects in the area of enterprise restructuring (projects to develop technology and industrial parks, water and sewage management, and information society).

In 2012–2020, as Head of the Administration Office at PKO Bank Polski, he managed the Bank’s resources of about 300 real properties as well as several dozen banking infrastructure redevelopment projects annually, whilst overseeing the standardisation of business processes in the areas of property and project management and technical security of the Bank’s branches.

Since 2020, he has served as President of the Management Board of Dolnośląskie Zakłady Usługowo – Produkcyjne DOZAMEL Sp. z o.o. of Wrocław.

ROMAN KUSZ
Independent Member of the Supervisory Board

In 1987–1992, Roman Kusz studied at the Faculty of Law and Administration of the University of Silesia in Katowice.

Between 1993 and 1997, he completed his legal training as an attorney-at-law at the Regional Bar Association in Katowice. He has run his own law practice since 1997. First in 2007–2013 and then since 2016, he has served as Dean of the Regional Bar Association in Katowice.

He has been a member (since March 2014) and Chairman (since January 9th 2017) of the Supervisory Board of Górnik Zabrze S.A. of Zabrze. During the 2018/2019 term of office, he also served as Secretary of the Supervisory Board of Ekstraklasa S.A. of Warsaw, the company organising the top Polish professional league for men’s football teams. Since 2017, he has sat on the Supervisory Board of the Provincial Fund for Environmental Protection and Water Management in Katowice.

In 2019–2020, he was a Board Member at the University of Economics in Katowice. Chairman of the 2nd term of the Silesian Forum of Self-Governments of Public Trust Professions in 2018. Since 2014, he has organised and moderated legal panels at the European Economic Congress in Katowice.

On behalf of the Polish Bar Council, in his capacity as Chairman of the External Image and Legal Protection Committee, he co-organised the ‘Advancing Law & Governance Contributions to Climate Action under the Paris Agreement’ panel, which was part of the UN Climate Change Summit COP24 – the 24th Conference of the Parties to the United Nations Framework Convention on Climate Change (UNFCCC) held in Katowice, in 2018.

ANNA SAKOWICZ-KACZ
Independent Member of the Supervisory Board

Graduate of the Faculty of Law and Administration of Maria Curie-Skłodowska University in Lublin. Post-graduate studies in real estate appraisal. She holds the licence of a restructuring advisor from the Minister of Justice. She has experience in the roles of bankruptcy administrator, court supervisor and curator under the bankruptcy and restructuring law, as well as supervisory board experience.

BARBARA JARZEMBOWSKA
Independent Member of the Supervisory Board

Graduate of the University of Warsaw. Holds an MBA certificate. She has experience in financial consulting, foreign aid coordination, and foreign investment promotion, among other fields. From 2000 to 2021, she held various executive and managerial roles in corporate banking at Bank Pekao, overseeing multiple areas such as operational risk, transaction banking, FMCG key account management, sales monitoring, and budget planning and execution.

MICHAŁ KLIMASZEWSKI
Independent Member of the Supervisory Board

Attorney-at-law, Doctor of Law, assistant professor at the Department of Administrative Science and Environmental Protection at the Faculty of Law and Administration of Cardinal Stefan Wyszyński University. Member of the Warsaw Seminar on Administration Axiology. Graduate of the Faculty of Law and Administration at the University of Warsaw. Author and co-author of publications on law and administrative proceedings. Author of expert opinions and studies for public and private sector entities. Member of supervisory boards of private-capital corporations.

JADWIGA LESISZ
Member of the Supervisory Board

Jadwiga Lesisz graduated in Foreign Trade from the Faculty of International Relations of the Wrocław University of Economics. She also completed a post-graduate course in Real Estate Management at the Wrocław University of Technology, and, in 2015, a two-year Master of Business Administration (MBA) programme run by the WSB School of Business in partnership with Franklin University USA. She has over 20 years of professional experience, including extensive practical experience in the SME sector. In 2022, she completed post-graduate studies in arts management at the University of Warsaw. As a business owner and manager, she has many years’ experience in designing and organising business processes.

In 2012–2016, at PKO Bank Polski S.A. she was in charge of property lease operations related to the bank’s branches, supervising and participating in negotiation processes. She was involved in business controlling activities related to the optimisation of the bank’s branch network. In 2016–2017, she was Director of the Project Management Department and member of the Audit Committee at the Polish Ministry of Development. She was responsible for the preparation and implementation of a uniform methodology and culture of project management and for the coordination of key projects. She served as Vice President of the Polish Agency for Enterprise Development (PARP), responsible for public tasks supporting the implementation of innovations in enterprises. Her work at the Agency included initiating cooperation for the building of the start-up ecosystem in Poland. She also supervised public procurement, and management of assets and IT resources. She has experience in the public administration sector in the director general role. Serves as member of the Supervisory Board at PKO Bank Hipoteczny S.A. In 2016, she passed the examination for candidates for supervisory board members at state-owned companies.

JANINA GOSS
Independent Member of the Supervisory Board

Janina Goss graduated from the Faculty of Law of the University of Łódź. She is a qualified legal counsel. Since 2016, she has served as Member of the Supervisory Board of PGE S.A. Since 2012, she has been a member of the Management Board of Srebrna Sp. z o.o. From 2016 to 2022, she served on the Supervisory Board of BOŚ S.A. In 2009–2010, he was a member of the Supervisory Board of Polskie Radio S.A. In 2006–2009, she served on the Supervisory Board of TVP S.A., including as Chairwoman of the Supervisory Board for approximately two years. From 1990 to 2003 she was a member of the Local Government Appeal Board in Łódź, from 1991 to 2003 she was a legal counsel at the Provincial Inspectorate for Environmental Protection in Łódź.

Operating procedures of the Supervisory Board

The number of members on the Supervisory Board, including the Chairperson, is stipulated in the current version of the Company's Articles of Association as between six and fifteen.

The Supervisory Board is appointed and removed in the following manner:

• The State Treasury, represented by the entity authorised to exercise the rights attached to the shares held by the State Treasury, has the right to appoint and remove one member of the Supervisory Board;
• Other members of the Supervisory Board, including all members referred to in Art. 8.5 below (independent Supervisory Board members), is appointed and removed by the General Meeting.

The State Treasury’s right to appoint a Supervisory Board member expires upon disposal by the State Treasury of all of its shares in the Company.

Members of ORLEN’s Supervisory Board are appointed for a joint term of office, ending on the date of the Annual General Meeting approving the financial statements for the full second financial year of such term of office.The Supervisory Board's current term of office commenced on May 25th 2022, and will end on the date of the General Meeting of ORLEN, which approves the Company's financial statements for the financial year 2024.

Individual members of the Supervisory Board and the entire Supervisory Board may be removed at any time before the end of their term of office.

The Chair of the Supervisory Board is appointed by the General Meeting. The Deputy Chair and the Secretary is elected by the Supervisory Board from among other Supervisory Board members.

At least two Supervisory Board members must meet the independence criteria specified in ORLEN’s Articles of Association.

In accordance with the requirements of the Code of Best Practice, at least two Supervisory Board members meet the independence criteria set out in the Act on Statutory Auditors, Audit Firms and Public Oversight of May 11th 2017, and have no actual and material links to any shareholders holding 5% or more of total voting rights at the Company.

Before being appointed to the Supervisory Board, independent members of the Supervisory Board should submit to the Company a written statement to the effect that they meet the criteria set out in the Articles of Association, the Act on Statutory Auditors, Audit Firms and Public Oversight and in the Code of Best Practice. Statements on meeting the independence criteria are submitted to the other Supervisory Board members and to the Management Board. A Supervisory Board member must immediately notify the other members of the Supervisory Board and the Management Board of any changes in circumstances relevant to the aforementioned statement. Pursuant to the Supervisory Board's Code of Conduct, the Board reviews any relationships or circumstance that could influence a member's fulfilment of the independence standards.

Passing resolutions on the following matters:

• any performance to be rendered or benefits to be granted by the Company or any of its related entities to members of the Management Board,
• approval of material transactions (as defined in the Articles of Association) executed by the Company with its related parties, taking into account the exemptions and detailed arrangements provided for in Section 4b of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, and of  agreements concluded by the Company or its subsidiary with a Management Board member or Supervisory Board member, save for agreements commonly concluded in petty current matters of everyday life,
• appointment of an auditor to audit the Company’s financial statements,

requires the consent of at least half of the independent members of the Supervisory Board. The foregoing provisions do not exclude the application of Art. 15.1 and Art. 15.2 of the Commercial Companies Code.

The Supervisory Board selects an auditor after having received a recommendation from the Audit Committee.

Powers and responsibilities of the Supervisory Board

The Supervisory Board of ORLEN exercises ongoing supervision over the Company’s operations, in all fields of its activity, specifically, the Supervisory Board is authorised to act as set out in generally applicable laws, including, without limitation, the Commercial Companies Code and the Company’s Articles of Association, in conformity with the Rules of Procedure for the Supervisory Board and – where generally applicable laws so stipulate – resolutions of the General Meeting and the Supervisory Board as well as other internal policy documents in place at the Company.

To ensure the highest standards of corporate governance and in order to enable shareholders to form a true and fair view of the Company, the Supervisory Board draws up and submits for approval to the Annual General Meeting an annual report which must include, as a minimum:

In addition, the Supervisory Board:

Pursuant to Section 8 of the Rules of Procedure for the Supervisory Board, it was assumed that in order to discharge its duties, the Supervisory Board has the right to examine all documents of the Company, request reports, documents and explanations concerning the Company, in particular its business or assets, and review the Company's assets. The Supervisory Board may request information from not only the Management Board, but also from proxies, regular employees, and individuals contracted by the Company under different types of work agreements. The scope of the Supervisory Board's request can also extend to information, reports, or explanations related to subsidiaries and affiliated companies that are in the possession of the Management Board or other individuals mentioned above.

As per the revised Commercial Companies Code, the Supervisory Board is authorized to engage an advisor to investigate specific issues related to the Company's business and assets, or to prepare an analysis or expert opinion. The Extraordinary General Meeting of ORLEN, held on March 22nd 2023, passed a resolution to empower the General Meeting to determine the maximum total cost of remuneration for all advisors of the Supervisory Board that the Company may incur in a financial year.

Pursuant to Sections 27.1 and 27.2 of the Rules of Procedure for the ORLEN Supervisory Board, a Supervisory Board member should inform the other members of the Supervisory Board of any conflicts of interest which have arisen or may arise, as well as abstain from taking the floor when the matter which has given rise to the conflict is being discussed, abstain from voting on the relevant resolution and request that the fact be recorded in the minutes. No breach of the provisions of the preceding sentence may render the Supervisory Board’s resolution invalid. In the case of doubt as to whether a conflict of interest exists, the matter is resolved by the Supervisory Board by way of a resolution.

The Supervisory Board of ORLEN may appoint standing or ad hoc committees, which act as its collective advisory and opinion making bodies.
The following standing committees operate within the Supervisory Board of ORLEN:

• Audit Committee
• Strategy and Development Committee
• Nomination and Remuneration Committee
• Corporate Governance Committee
• Corporate Social Responsibility Committee (CSR Committee)

As of January 27th 2023, a Sports Sponsorship Committee was established within the Supervisory Board.

Each Committee is appointed by the Supervisory Board from among its members. A committee shall elect its chairperson from among its members, by way of a resolution. The Strategy Committee is composed of at least three members.

The first meeting of a Committee is convened by the Chairperson of the Supervisory Board or a Supervisory Board member designated by the Chairperson. The work of the Committee is headed by the Chairperson of the Committee. The Chairperson is responsible for supervising the preparation of the committee's agenda, ensuring the distribution of necessary documents, and overseeing the taking of minutes during meetings. In addition to these duties, the chairperson also supervises other aspects of the committee's work with the assistance of the Supervisory Board Support Team.

Composition of ORLEN Supervisory Board Committees as at January 1st 2022, December 31st 2022, and as at the date of authorisation of the Management Board report on the operations of ORLEN Group and PKN ORLEN S.A. for the year 2022.

The Audit Committee has been established to advise the Supervisory Board on proper implementation of the budget and financial reporting as well as internal control standards at the Company and the Group (within the meaning of the Accounting Act), and to collaborate with the Company’s auditors.

The Audit Committee meetings are held at least once per quarter, prior to each publication of the Company’s financial statements.

Pursuant to the Rules of Procedure for the ORLEN Supervisory Board, the majority of the Audit Committee members, including its Chair, should satisfy the independence criteria defined in the Company’s Articles of Association, the Code of Best Practice and the Act on Statutory Auditors, Audit Firms, and Public Oversight. According to the Rules of Procedure for the Supervisory Board of ORLEN and the Act on Statutory Auditors, Audit Firms, and Public Oversight of May 11th 2017 ("Statutory Auditors Act"), the Audit Committee must have at least one member who possesses knowledge and skills in the industry in which the Company operates, or members who have knowledge and skills specific to particular areas of the industry. At least one member of the Audit Committee should have the expertise and competence in accounting or financial auditing. The Audit Committee performs all duties required under the Statutory Auditors Act.

 Composition of the Audit Committee as at the date of authorisation of the Management Board report on the operations of ORLEN Group and PKN ORLEN S.A. for the year 2022.

As at the date of authorisation of this Report, the Audit Committee was composed of five members. Four members of the Audit Committee meet the independence criteria set forth in the Statutory Auditors Act. Additionally, three Committee members possess knowledge and skills in accounting or auditing, as evidenced by their education and work experience. For further details on the education and work experience of each member of the Supervisory Board please refer to Section 8.8.2 of the Report. Four members of the Audit Committee possess specific knowledge and expertise related to the industry in which the Company operates, acquired through their extensive professional experience, which includes many years of service on the Supervisory Board of ORLEN. Therefore, all requirements concerning the qualifications of the members of the Audit Committee, both as stipulated by applicable laws and the Company's internal regulations, are satisfied.

In 2022, the Audit Committee held 15 minuted meetings. Pursuant to Section 13.5 of the Rules of Procedure for the Supervisory Board, the Audit Committee made decisions by way of resolutions (two resolutions).

Apart from the Committee members, the meetings of the Audit Committee were also attended by other members of the Supervisory Board, members of the Management Board, executive directors, office directors and the auditor.

According to Section 15 of the Rules of Procedure for the Supervisory Board, the Audit Committee is responsible for providing advice to the Supervisory Board on various matters, including the proper implementation of the budget and financial reporting, internal control at the Company and the ORLEN Group (within the meaning of the Accounting Act), and collaboration with the Company's auditors.

In 2022, the Audit Committee performed its tasks by:

The Audit Committee also formulated recommendations for the Supervisory Board on matters which were the subject of Supervisory Board meetings and which fall within the remit of the Audit Committee.

The Rules of Procedure for the Supervisory Board of ORLEN require that the Audit Committee assess the independence of the audit firm responsible for auditing the Company's financial statements before approving the provision of non-audit services. If the independence of the auditor is confirmed, the Audit Committee may agree to the provision of such services. In 2022, Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Spółka komandytowa provided ORLEN and selected ORLEN Group companies with permitted assurance and related non-audit services granted in accordance with the applicable procedure, including:

The 'Policy for selecting an audit firm at ORLEN S.A.' was updated in 2022 and the updated policy was approved by the Supervisory Board on January 27th 2023.

The Supervisory Board of ORLEN S.A. follows applicable laws, including Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, as well as the Statutory Auditors Act of May 11th 2017, as the basis for selecting an audit firm for audits and reviews of financial statements.

Audits and reviews of separate and consolidated financial statements of ORLEN S.A. include:

• review of reports for the first and third quarters of the financial year,
• review of reports for the first half of the financial year,
• audit of full-year financial statements,
• and, as part of the audit of full-year accounts, audit of correctness of use of public assistance funds (if applicable).

The Supervisory Board selects an audit firm based on the recommendation of the Audit Committee. The Audit Committee's recommendation includes a justification and at least two options for selecting an audit firm, with a clearly stated preference for one. It also takes into account any findings or conclusions contained in the annual report of the Polish Audit Oversight Agency that could impact the selection process.

The Audit Committee's recommendation for the audit firm to audit and review the financial statements of ORLEN S.A. follows the completion of the selection procedure. The Audit Committee also prepares a report documenting the proceedings and confirming that they were conducted in accordance with the Company's policy and procedure for selecting an audit firm to audit and review ORLEN S.A.'s financial statements.

Should the decision be made to continue the relationship and extend the contract for future periods, the Audit Committee presents a recommendation to the Supervisory Board. The decision to extend the contract is made by the Supervisory Board upon recommendation of the Audit Committee.

For efficiency and cost savings in auditing financial statements, it is advisable to engage the same audit firm to conduct audits of ORLEN and its major subsidiaries within the ORLEN Group.

ORLEN also has a detailed process for selecting an audit firm to review and audit the company's financial statements. The procedure outlines specific responsibilities and guidelines for the Audit Committee regarding the selection of an audit firm. The procedure is also intended to be followed in the event that the audit firm, which audited ORLEN's financial statements, is no longer authorized to conduct such audits.

The Corporate Governance Committee is responsible for assessing the implementation of corporate governance standards, providing the Supervisory Board with recommendations on the adoption of corporate governance standards, giving opinions on corporate governance documents, assessing reports on compliance with corporate governance standards drafted by the Warsaw Stock Exchange and statements of compliance with the best practices referred to in Art. 7.3.2 of the Act on State Property Management, giving opinions on proposed amendments to the Company’s corporate documents and drafting such amendments for the Supervisory Board’s own documents, monitoring Company management procedures in terms of their compliance with legal and regulatory requirements, including disclosure requirements of the capital market and corporate governance principles.

Tasks of the Strategy and Development Committee are to provide opinions and submit recommendations to the Supervisory Board on proposed investments and divestments which may have a material impact on the Company’s assets.

Tasks of the Nomination and Remuneration Committee are to help attain the Company’s strategic goals by providing the Supervisory Board with opinions and proposals on how to shape the management structure, with regard to organisational solutions, remuneration schemes and selection of staff with the skills required to ensure the Company’s success. Following amendment of the Public Offering Act, the Nomination and Remuneration Committee is also tasked with issuing opinions on remuneration reports prepared in accordance with statutory requirements and the remuneration policy in place at the Company.

The majority of the Nomination and Remuneration Committee members should be independent. Where the Nomination and Remuneration Committee is not composed of the majority of independent members of the Supervisory Board, the Committee is chaired by the Chair of the Supervisory Board. At least one member of the Nomination and Remuneration Committee should have knowledge of and experience in remuneration policy.

The Corporate Social Responsibility Committee is responsible for overseeing the implementation of the Company's Sustainable Development Strategy by regularly assessing the Company's operations in this area, monitoring the Company's management for compliance with the ORLEN Group's Code of Ethics, making recommendations to the Supervisory Board regarding the appropriateness of the Company's and the Group’s social sponsorship expenses and donations, and preparing an annual report that summarizes the CSR activities of the Company and its Group.

The Sports Sponsorship Committee was established on January 27th 2023. The Committee's primary responsibility is to support the achievement of the Company's strategic objectives by promoting professional and amateur sports or supporting significant sports initiatives that contribute to building the ORLEN brand.