General meeting
Capitals:
Operation of the General Meeting
Proceedings and powers of PKN ORLEN’s General Meeting are set out in the Articles of Association and the Rules of Procedure for the General Meeting, available on PKN ORLEN’s website: https://www.orlen.pl/en/about-the-company/company/bodies-and-structure/corporate-documents.
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 PKN ORLEN are held at the Company’s registered office in Płock, but may also be held in Warsaw.
PKN 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. The Company has not received any requests from Shareholders to hold a virtual or hybrid -General Meeting so far. Therefore, PKN ORLEN stated that it did not apply principle 4.1 of the Code of Best Practice. The failure to comply with this principle does not affect the reliability of the Company’s disclosure policy, nor does it hinder Shareholders’ participation in General Meetings.
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 PKN 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.
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: http://www.orlen.pl/EN/InvestorRelations/GeneralMeetings/Contact/Pages/default.aspx, 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. PKN 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.
After declaration of the state of epidemic, the Annual General Meeting in 2021 was conduced under a strict sanitary regime. The shareholders and all participants of the General Meeting were required to cover their nose and mouth, keep their distance and observe other sanitary rules. The number of persons responsible for the organisation of the meeting was reduced to a minimum in order to mitigate the risk of COVID-19 infection.
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.
General Meeting in 2021
General Meeting in 2021
The Annual General Meeting held on May 27th 2021:
- approved the Directors’ Reports on the operations of the Company and the ORLEN Group as well as the financial statements for 2020;
- granted a discharge from responsibility to all Supervisory and Management Board members;
- resolved to cover the PLN 2,355,671,374.21 net loss incurred by PKN ORLEN in financial year 2020 from statutory reserve funds;
- allocated PLN 1,496,981,713.50 to be paid as dividend (PLN 3.50 per share). The dividend was paid from the Company’s statutory reserve funds created from retained earnings;
- passed resolutions to amend the Company’s Articles of Association. The amendments related to two areas: expanding the scope of the Company’s principal business activity and amending the wording of Art. 9.1.3. A consolidated text of the Articles of Association incorporating those amendments was also approved;
- passed 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 2019−2020.
