EGM of PKN ORLEN
The Extraordinary General Meeting of PKN ORLEN SA approved the amendments to the Company's Articles of Association, appointed Supervisory Board members, approved the disposal and lease of assets of the Bitumen Plant and the motion for the sale of two Petroleum Product Plants in Brzeg Dolny and Gliwice.
The shareholders approved some of the proposed amendments to the Company's Articles of Association; the adoption of these amendments required the majority of 75% of votes. Under the amended Articles of Association, the scope of the Company's business was extended to include accounting and book-keeping activities, as well as data base activities and data processing. Other amendments concerned share capital increases and the conditions for the adoption of resolutions by the Supervisory Board. The provision concerning representation of the Company by the Supervisory Board in agreements between the Company and the members of the Management Board was also modified, as were the provisions on the term of office for the Management Board members. The term of office will continue to be three years, but the individual terms of office of the persons who served as Management Board members on the date of amendments registration (April 17th 2003) will be transformed into a common term of office for all the members, beginning as of July 11th 2002, that is the date on which the composition of the current Management Board is finalised.
An important decision taken by the Extraordinary General Meeting was its consent for the sale and lease of the assets of the Bitumen Plant (Zakład Asfaltów PKN ORLEN) to Bitrex, a subsidiary undertaking of Rafineria Trzebinia. Following the acquisition of Bitrex shares by PKN ORLEN, the company's name will be changed to ORLEN Asfalt and its registered offices will be moved to another location. These changes are aimed at a creation of a strong, uniform entity conducting bitumen manufacturing activities, in particular in view of the opportunities connected with the construction of motorways in Poland. "This way we are implementing one of the options for strengthening our Capital Group member undertakings and creating added value for the Group," said Janusz Wiśniewski, Vice-President of PKN ORLEN's Management Board at the Extraordinary General Shareholders Meeting.
The Shareholders also granted their consent for the disposal of two Petroleum Product Plants located in Brzeg and in Gliwice, provided that the Plants may not be sold at a price lower than 50% of their market values as established in relevant valuations.
The last point on the Extraordinary General Meeting's agenda was to fill in a vacancy on the Supervisory Board. The position had been vacant for one and a half months, after Józef Woźniakowski tendered his resignation having been appointed to the post of undersecretary of state at the Ministry of State Treasury.
By virtue of the Shareholders' decision, the new Supervisory Board member is the candidate proposed by Nafta Polska - Orest Andrzej Nazaruk, currently Vice-Director at the State Treasury Department of Restructuring and Public Assistance.
The full text of the resolutions adopted by the Extraordinary General Meeting will be published on PKN ORLEN's Internet site www.orlen.pl.
Press Office
PKN ORLEN SA
