Convening of the OGM of PKN ORLEN to be held on 3 June 2016

 

 

The Management Board of PKN ORLEN S.A., acting pursuant to Article 399 § 1 in conjunction with Article 395 § 1 and 2 of the Commercial Companies Code and § 7 item 3 of the Company’s Articles of Association convenes the Ordinary General Meeting of Polski Koncern Naftowy ORLEN S.A. (hereinafter referred to as the General Meeting) to be held on 3 June 2016 at 11:00 a.m. (Polish time) in Płock, Dom Technika building, at Kazimierza Wielkiego 41 Street, with the following agenda:

 

1. Opening of the General Meeting of Shareholders.

2. Election of the Chairman of the General Meeting of Shareholders.

3. Confirmation of the proper convocation of the General Meeting of Shareholders and its ability to adopt resolutions.

4. Adoption of the agenda.

5. Election of the Tellers Committee.

6. Examination of the report of the Management Board on the Company’s activities and the Company’s financial statement for the financial year 2015 and also the motion of the Management Board regarding the distribution of the net profit for the financial year 2015.

7. Examination of the report of the Management Board on ORLEN Capital Group’s activities and the ORLEN Capital Group’s consolidated financial statements for the financial year 2015.

8. Examination of the report of the Supervisory Board for 2015 fulfilling the requirements of Commercial Companies Code and Best Practices of Companies Listed on the Warsaw Stock Exchange.

9. Adoption of the resolution regarding the approval of the report of the Management Board on activities of the Company for the financial year 2015.

10. Adoption of the resolution regarding the approval of the financial statements of the Company for the financial year 2015.

11. Adoption of the resolution regarding the approval of the report of the Management Board on activities of the ORLEN Capital Group for the financial year 2015.

12. Adoption of the resolution regarding the approval of the consolidated financial statements of the ORLEN Capital Group for the financial year 2015.

13. Adoption of the resolution regarding the distribution of net profit for the financial year 2015 and the determination of the dividend day and the dividend payment date.

14. Adoption of the resolutions regarding the acknowledgement of fulfilment of duties by the members of the Management Board of the Company in 2015.

15. Adoption of the resolutions regarding the acknowledgement of fulfilment of duties by the members of the Supervisory Board of the Company in 2015.

16. Adoption of the resolution regarding the establishment of the number of the Supervisory Board members.

17. Adoption of resolutions regarding appointment of the members of the Supervisory Board for new term of office.

18. Conclusion of the General Meeting of Shareholders.

 

Pursuant to Article 4022  of the Commercial Companies Code the Company provides information regarding participation in the Ordinary General Meeting:

 

 

1. A shareholder or shareholders representing at least one twentieth of the share capital may request particular issues to be placed on the agenda of the Company’s Ordinary General Meeting. The request should be submitted to the Management Board not later than twenty one days before the due date of the Ordinary General Meeting. Such request should include grounds or draft resolution concerning the item proposed to be placed on the agenda. The request may be submitted in writing at the registered office of the Company at ul. Chemików 7, 09-411 Płock or sent in an electronic form via the website http://www.orlen.pl, tab: Investor relations/General Meetings or to the following e-mail address of the Company: walne.zgromadzenie@orlen.pl.

 

2. The shareholder or shareholders, referred to in point 1, should prove they hold an adequate number of shares as at the date of submission of the request by enclosing with the request a share certificate(-s) or a certificate issued by the entity keeping the securities account. Additionally, the shareholder(-s) referred to in point 1, being natural persons should submit a copy of the identity card (passport or other document allowing to identify the shareholder; if the request is sent electronically - a scanned copy of the said documents). Where the request is submitted by a shareholder/shareholders being legal persons or organisational units referred to in Article 331 of the Civil Code, the shareholder/shareholders should send an excerpt from the register (if the request is sent electronically, a scanned copy of the said document) in which the entity is entered and submit documents confirming authority of proxies and further proxies to represent the shareholder/shareholders (sequence of proxies). Any documents sent to the Company, including those sent via electronic channels, should be translated into Polish by a sworn translator. Submission of apostilled documents is also permissible. Moreover, where shareholders submit the request via electronic channels all documents should be sent in PDF format.

 

3. The Company is authorized to take any steps necessary to establish the identity of a shareholder and his/her/its proxy in order to verify their rights exercised by means of electronic communication. 

 

 

4. A shareholder or shareholders of the Company representing at least one twentieth of the share capital may, before the Ordinary General Meeting, submit in writing at the registered office of the Company at ul. Chemików 7, 09-411 Płock or via electronic channels (in a manner and to the e-mail address specified in point 1 hereinabove) draft resolutions regarding issues included in the agenda of the Ordinary General Meeting or issues to be included therein.

 

As provided for in points 2 and 3 hereinabove, the shareholder(-s) should prove that they hold an adequate number of shares as at the date of submission of the request and attach documents allowing to identify the applicant(-s). 

 

5. During the Ordinary General Meeting, each shareholder entitled to participate in the General Meeting has the right to propose draft resolutions concerning items included in the agenda of the General Meeting.

 

 

6. Shareholders may participate in the General Meeting and exercise their voting rights in person or through their proxies. The power of proxy to participate in the General Meeting and exercise the voting right must be granted in writing or in an electronic form. A shareholder not being a natural person may participate in the General Meeting and exercise the voting right through a person authorized to make declarations of will on the shareholder’s behalf or through a proxy. 

 

7. Shareholders of the Company may notify the Company about granting a power of proxy to participate in the General Meeting and its revocation in an electronic form, as well as send a power of proxy or its revocation via the website www.orlen.pl, tab: Investor relations/General Meetings or by e-mail to the address walne.zgromadzenie@orlen.pl.

Along with a notification of granting a power of proxy in an electronic form, the shareholder shall send the power of proxy document, as well as a scanned copy of his/her identity card, passport or any other document based on which the identity of the shareholder (as the grantor) and of the proxy can be established, including where the proxy is a natural person acting on behalf of a legal person or an organisational unit referred to in Article 331 of the Civil Code. The shareholder submits to the Company documents confirming authority of proxies and further proxies to represent the shareholder/shareholders (sequence of proxies). Where the power of proxy is granted by a legal person or an organisational unit referred to in Art. 331 of the Civil Code, the shareholder (as the grantor) shall additionally send in a scanned copy of the excerpt from the relevant register in which the grantor is entered. Where the proxy is a legal person or an organisational unit referred to in Article 331 of the Civil Code, the shareholder (as the grantor) shall additionally send in a scanned copy of the excerpt from the relevant register in which the proxy is entered. Any documents sent in via electronic channels should be translated into Polish by a sworn translator. Submission of apostilled documents via such channels is also permissible. Together with a notification of granting a power of proxy, the shareholder shall send an e-mail address through which the Company will be able to communicate with the shareholder and the proxy. All documents listed in this section shall be sent in an electronic form. These provisions do not release a proxy from the obligation to present the documents based on which his/her/its identity can be established during the preparation of the list of attendance of eligible participants of the General Meeting.

 

The abovementioned provisions with regard to identification of the grantor shall apply accordingly when notifying the Company about revoking power of proxy.

A notification of granting or revoking the power of proxy made without observing the requirements specified hereinabove results in no legal effects for the Company.

 

The Company is authorized to take any steps necessary to establish the identity of a shareholder and his/her/its proxy in order to verify their rights exercised by means of electronic communication. 

 

8. Where the power of proxy is granted in writing, the proxy is obliged to leave its original in the Company. Moreover, when drawing up the list of attendance proxies of a shareholder(-s) should present their ID card, passport or other reliable document allowing to establish their identity. The right to represent a shareholder not being a natural person should result from a valid excerpt from a relevant register (submitted in the form of the original or a copy certified for conformity with the original by a notary or legal counsel) and documents confirming authority of proxies and further proxies to represent the shareholder/shareholders (sequence of proxies).

 

9. The Company hereby informs that the sample forms allowing to exercise the voting right by a proxy containing data specified in Article 4023 of the Commercial Companies Code have been published on the Company’s website www.orlen.pl, tab: Investor relations/General Meetings. The use of the abovementioned forms is not obligatory. 

 

 

At present PKN ORLEN S.A. does not provide for the possibility to participate in the General Meeting by means of electronic communication.

 

 

At present PKN ORLEN S.A. does not provide for the possibility to speak at the General Meeting by means of electronic communication.

 

 

At present PKN ORLEN S.A. does not provide for the possibility to exercise the voting right by correspondence or by means of electronic communication.

 

 

The date of registration for participation in the General Meeting is 18 May 2016.

 

 

The Ordinary General Meeting may be participated exclusively by the persons who:

 

a) are shareholders of the Company, i.e. shares of the Company are deposited on their securities account, sixteen days before the date of the Ordinary General Meeting (i.e. 18 May 2016); and

 

b) within the period between 26 April 2016 and 19 May 2016 apply for a certificate issued to their name confirming the right to participate in the Ordinary General Meeting to the entity keeping the securities account where the shares of the Company are deposited.

 

It is recommended that the shareholders collect the abovementioned certificate confirming the right to participate and take it to the Ordinary General Meeting.

 

The Company shall draw up the list of shareholders entitled to participate in the Ordinary General Meeting Shareholders on the basis of the list submitted to it by the National Depository for Securities (KDPW), drawn up on the basis of certificates issued to the names of shareholders by entities keeping the securities accounts, confirming the right to participate in the General Meeting. Three working days before the date of the Ordinary General Meeting in the registered office of the Company in Płock at ul. Chemików 7 at the reception desk of the Administration Centre and in Warsaw at ul. Bielańska 12 at the reception desk of PKN ORLEN S.A. between 8 am and 4 pm the list of shareholders entitled to participate in the Ordinary General Meeting shall be made available. 

 

A shareholder may request to send him/her the list of shareholders, free of charge, in an electronic form, to the address provided by the shareholder. The list of shareholders shall be sent in PDF format. 

 

When submitting a request for making available or sending the list of shareholders, the shareholder is obliged to prove his/her identity and status as a shareholder of PKN ORLEN S.A. in the manner specified in points 1-3 hereinabove. To this end it is permissible to present a certificate conforming the right to participate in the General Meeting or a share certificate.

 

When signing the list of attendance shareholders and their proxies appearing at the General Meeting should present their ID card, passport or other reliable document allowing to establish their identity. The right to represent a shareholder not being a natural person should result from a valid excerpt from a relevant register (submitted in the form of the original or a copy certified for conformity with the original by a notary or legal counsel) and documents confirming authority of proxies and further proxies to represent the shareholder/shareholders (sequence of proxies). The right to represent a shareholder being a natural person should result from the power of proxy submitted by signing the list of attendance.

 

 

Persons entitled to participate in the Ordinary General Meeting may obtain full text of documentation to be presented at the Ordinary General Meeting and draft resolutions at the registered office of the Company in Płock at ul. Chemików 7 at the reception desk of the Administration Centre and in Warsaw at ul. Bielańska 12 at the reception desk of PKN ORLEN S.A. between 8 am and 4 pm or download the documents from the Company’s website www.orlen.pl, tab: Investor relations/General Meetings.

The Company will make available all information regarding the Ordinary General Meeting at the Company’s website www.orlen.pl, tab: Investor relations/General Meetings.