GENERAL MEETING

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.

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: 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, 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.