Ordinary General Meeting 21.06.2023

Notice of the Ordinary General Meeting of PKN ORLEN S.A. to be held on June 21st, 2023

Polski Koncern Naftowy ORLEN Spółka Akcyjna, with its registered office in Płock at ul. Chemików 7, entered in the Business Register maintained by the District Court for Łódź-Śródmieście in Łódź, XX Commercial Division of the National Court Register, under No. KRS 0000028860, with share capital/paid-up of PLN 1.451.177.561,25 Tax Identification Number NIP 774-00-01-454 (‘PKN ORLEN S.A.’ or the ‘Company’).

Date, time, venue, and agenda of the General Meeting

The Management Board of PKN ORLEN S.A., acting pursuant to Art. 399.1 in connection with Art. 395.1 and 395.2 and 395.5 of the Commercial Companies Code and Art. 7.3 of the Company's Articles of Association, hereby gives notice that the Ordinary General Meeting of Polski Koncern Naftowy ORLEN Spółka Akcyjna (the ‘General Meeting’ or the ‘Meeting’) will be held on June, 21st 2023 at 11.00 am in Płock, at Dom Technika, ul. Kazimierza Wielkiego 41, Płock, Poland, with the following agenda:

1. Opening of the General Meeting.

2. Appointment of the Chair of the Meeting.

3. Confirmation that the General Meeting has been properly convened and has the capacity to pass resolutions.

4. Adoption of the agenda.

5. Appointment of the Ballot Committee.

6. Consideration of the Directors’ Report on the operations of the ORLEN Group and PKN ORLEN S.A. in 2022. 

7. Consideration of the financial statements of PKN ORLEN S.A. for the year ended December 31st 2022, as well as the Management Board's recommendation regarding the distribution of net profit for the financial year 2022.

8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended December 31st 2022.

9. Consideration of the report of the Supervisory Board of PKN ORLEN S.A. for the financial year 2022.

10. Presentation of the Report on entertainment expenses, legal expenses, marketing expenses, public relations and social communication expenses, and management consultancy fees in 2022.

11. Consideration of and voting on a resolution to approve the Directors’ Report on the operations of the ORLEN Group and PKN ORLEN S.A. in 2022.

12. Consideration of and voting on a resolution to receive the financial statements of PKN ORLEN S.A. for the year ended December 31st 2022.

13. Consideration of and voting on a resolution to receive the consolidated financial statements of the ORLEN Group for the year ended December 31st 2022.

14. Consideration of and voting on a resolution to distribute the net profit for the financial year 2022 and to determine the dividend record date and the dividend payment date. 

15. Consideration of and voting on a resolution to receive the Report of the Supervisory Board of PKN ORLEN S.A. for the financial year 2022.

16. Consideration of and voting on resolutions to discharge members of the Management Board of the Company and members of the Management Boards of the Company’s 2022 acquirees, Grupa LOTOS S.A. and PGNiG S.A., of liability for their activities in 2022.

17. Consideration of and voting on resolutions to discharge members of the Supervisory Board of the Company and members of the Supervisory Boards of the Company’s 2022 acquirees, Grupa LOTOS S.A. and PGNiG S.A., of liability for their activities in 2022.

18. Consideration of and voting on a resolution to endorse the Report of the Supervisory Board of PKN ORLEN S.A. on remuneration of members of the Management Board and the Supervisory Board for 2022. 

19. Consideration of and voting on a resolution to amend the Company’s Articles of Association.

20. Consideration of and voting on a resolution to restate the Company’s Articles of Association.

21. Closing of the General Meeting.