Remuneration of the management and supervisory

All components of the remuneration are governed by a contract between a Member of the Management Board and the Company.

Additional benefits for directors reporting to the ORLEN Management Board may include, in particular, a company car, variable universal life insurance, additional medical cover for the director and their closest family, including the right to preventive healthcare, sports programmes and rehabilitation, partial coverage of rented accommodation costs, coverage of relocation costs if the relocation takes place during the director’s employment, benefits defined in the Rules of Participation in the Company Social Benefits Fund, the right to participate in the Employee Pension Plan on the terms applicable at the Company, the right to participate in the Employee Capital Plan subject to generally applicable laws, the right to participate in the Employee Savings Plan on the terms applicable at the Company, and the right to a car-related benefit My Car.

The remuneration policy in place at ORLEN supports the achievement of the Company’s goals, including in particular a long-term increase of its shareholder value and stability of operations.

Assessment of a Management Board Member’s performance against individual bonus targets (both quantitative and qualitative) and achievement of separate objectives is made on an annual basis by the Supervisory Board, on the President of the Management Board’s recommendation which contains an assessment of individually performed bonus targets for all Members of the Management Board, the Management Board’s recommendation regarding achievement of the separate objective/ objectives, reports on the performance against individual bonus targets by Members of the Management Board, ORLEN’s financial statements and other documents which the Supervisory Board considers appropriate to examine.

The Supervisory Board passes a resolution to grant a Management Board Member variable remuneration for a given financial year, specifying its amount, or a resolution not to grant the variable remuneration. Such resolution is the basis for payment of the variable remuneration provided that the Company’s consolidated financial statements for the financial year have been approved by the General Meeting and provided that the Management Board Member has been granted discharge in respect of his duties.

In accordance with the contracts, Members of the Management Boards of ORLEN Group companies are typically required to refrain from any activities that are in competition with the respective company’s business for a period of six months after the contract termination. During that period, they are entitled to receive a compensation equal to 50% or 100% of six times their monthly base pay.

The non-compete clauses come into force only after a Management Board Member had held their position for at least three or six months.

Severance payments for Members of the Management Boards of ORLEN Group companies are typically governed by the same rules as those applicable to Members of the ORLEN Management Board.

Directors reporting directly to the ORLEN Management Board are, as a general rule, bound by non-compete clauses for a period of six months after the contract termination. During this period they receive a salary equal to 50% of six-month base pay, payable in six equal monthly instalments. The severance pay for termination of contract by the Company is typically equal to six-fold monthly base pay.