Operation of the General Meeting (Recommendation IV.R.2)
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.
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. General Meetings may be attended by members of the media.
PKN ORLEN takes relevant measures to ensure that drafts of General Meeting resolutions contain a justification helping shareholders cast an informed vote. 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.
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 should be effected forthwith once the circumstances requiring its cancellation or rescheduling have occurred, but no later than seven days prior to the day when the General Meeting was to be held. If the cancellation or rescheduling of a General Meeting cannot be effected within the deadline specified above, the General Meeting should be held as originally scheduled. If it is impossible or excessively difficult to hold that General Meeting due to existing circumstances, the cancellation or rescheduling of the General Meeting may be effected at any time prior to the day when the General Meeting was to be held. 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. Only the body or person who has convened a General Meeting is entitled to cancel it. A General Meeting with the agenda containing specific issues put thereon at the request of eligible entities, or which has been convened at such request, may only be cancelled with the consent of such requesting entities.
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,
- acknowledge the fulfilment of duties by 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
In accordance with the Commercial Companies Code, 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/InvestorRelations/GeneralMeetings/Contact/Pages/default.aspx or through email (at: firstname.lastname@example.org). 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, draft resolutions for the General Meeting, etc. A section dedicated to the Company’s General Meetings contains some useful materials for shareholders, including a guideline entitled “How to participate in the General Meeting”, 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 may be attended by Members of the Management Board and the Supervisory Board, who can participate and speak, even if they are not shareholders, without any invitation. The Annual General Meeting may 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.
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. Subject to the applicable law and with due consideration of the Company’s interests, PKN ORLEN may allow its General Meetings to be attended by members of the media. 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 2020 was conducted 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.
Voting at the General Meeting
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. One PKN ORLEN share confers one voting right at the Company’s General Meeting. Limitations on the shareholders’ voting rights are described in the section on special control powers and voting rights.
General Meetings in 2020 (Recommendation IV.R.1)
Two General Meetings were held in 2020: the Extraordinary General Meeting of March 5th 2020 and the Annual General Meeting of June 5th 2020.
Extraordinary General Meeting
The Extraordinary General Meeting of PKN ORLEN S.A. changed the composition of the Company’s Supervisory Board and set the number of Supervisory Board members at ten. The Meeting removed Małgorzata Niezgoda from the Supervisory Board and appointed Wojciech Jasiński as the Chairman of the Supervisor and Dominik Kaczmarski as a member of the Supervisory Board.
Annual General Meeting
- approved of the Directors’ reports on the operations of the Company and the ORLEN Group as well as the financial statements for 2019;
- acknowledged the fulfilment of duties by all the Supervisory and Management Board Members;
- allocated the net profit for the 2019 financial year in the following manner:
1) PLN 427,709,061.00 to be paid as dividend (PLN 1 per share)
2) the balance of PLN 4,385,882,958.09 to be transferred to the Company’s statutory reserve funds.
The Annual General Meeting also passed resolutions to amend the Company’s Articles of Association. This was dictated by amendments made to the Act on Public Offering, Conditions Governing Admission of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (“Public Offering Act”).The amendments introduced material changes regarding transactions executed by public companies with related parties within the meaning of IAS 24 and introduced certain obligations related to the establishment by public companies of a remuneration policy for Management and Supervisory Board members. As a result, new duties were assigned to the supervisory boards and general meetings of public companies. Accordingly, the amendments approved by the Annual General Meeting on June 5th 2020 included, without limitation:
- the existing definition of “Related Party” was modified and a definition of “Material Transaction” was added in Art. 1.4 of the Articles of Association,
- adopting a policy defining the rules of remuneration for members of the Company’s Management Board and Supervisory Board was added to the remit of the General Meeting,
- dealing with matters relating to the approval of Material Transactions with Related Parties of the Company was added to the remit of the Supervisory Board.
The Annual General Meeting adopted a consolidated text of the Articles of Association incorporating all amendments approved by the Meeting.
On June 5th 2020, the Annual General Meeting approved the Remuneration Policy for Members of the Management Board and Supervisory Board of Polski Koncern Naftowy ORLEN S.A. defining the remuneration systems for members of the Management and Supervisory Boards.