No. 17/2019 | 22-05-2019
Change to the agenda of the PKN ORLEN Ordinary General Meeting to be held on 14 June 2019
PKN ORLEN S.A. (“Company”) informs that there has been entered a new point to the agenda of the Ordinary General Meeting, convened for 14 June 2019: “Voting on a resolution to amend Resolution No. 5 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Supervisory Board.”
Pursuant to Article 401 par. 2 of the Code of Commercial Companies, PKN ORLEN announces a new agenda of the Ordinary General Meeting, changed on the request of the Shareholder:
1. Opening of the General Meeting.
2. Appointment of the Chairperson of the Meeting.
3. Confirmation that the General Meeting has been properly convened and has the legal capacity to adopt resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Committee.
6. Consideration of the Directors’ Report on the activities of the ORLEN Group and PKN ORLEN S.A. in 2018.
7. Consideration of the financial statements of PKN ORLEN S.A. for the year ended December 31st 2018, as well as the Management Board’s recommendation regarding the distribution of net profit for the financial year 2018.
8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended December 31st 2018.
9. Consideration of the report of the Supervisory Board of PKN ORLEN S.A. for the financial year 2018.
10. Presentation of the 2018 Report on entertainment expenses, legal expenses, marketing expenses, public relations and communication expenses, and management consultancy fees.
11. Voting on a resolution to receive the Directors’ Report on the activities of the ORLEN Group and PKN ORLEN S.A. in 2018.
12. Voting on a resolution to receive the financial statements of PKN ORLEN S.A. for the year ended December 31st 2018.
13. Voting on a resolution to receive the consolidated financial statements of the ORLEN Group for the year ended December 31st 2018.
14. Voting on a resolution to distribute net profit for the financial year 2018 and to determine the dividend record date and the dividend payment date.
15. Voting on resolutions to grant discharge to members of the Management Board of PKN ORLEN S.A. for performance of their duties in 2018.
16. Voting on resolutions to grant discharge to members of the Supervisory Board of PKN ORLEN S.A. for performance of their duties in 2018.
17. Voting on a resolution on the number of Supervisory Board members.
18. Voting on resolutions to appoint members of the Supervisory Board for a new term.
19. Voting on a resolution to amend Resolution No. 4 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Management Board.
20. Voting on a resolution to amend Resolution No. 5 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Supervisory Board.
21. Consideration of and voting on resolutions to amend the Company’s Articles of Association and to determine the consolidated text of the Articles of Association.
22. Closing of the General Meeting.
2. Appointment of the Chairperson of the Meeting.
3. Confirmation that the General Meeting has been properly convened and has the legal capacity to adopt resolutions.
4. Adoption of the agenda.
5. Appointment of the Ballot Committee.
6. Consideration of the Directors’ Report on the activities of the ORLEN Group and PKN ORLEN S.A. in 2018.
7. Consideration of the financial statements of PKN ORLEN S.A. for the year ended December 31st 2018, as well as the Management Board’s recommendation regarding the distribution of net profit for the financial year 2018.
8. Consideration of the consolidated financial statements of the ORLEN Group for the year ended December 31st 2018.
9. Consideration of the report of the Supervisory Board of PKN ORLEN S.A. for the financial year 2018.
10. Presentation of the 2018 Report on entertainment expenses, legal expenses, marketing expenses, public relations and communication expenses, and management consultancy fees.
11. Voting on a resolution to receive the Directors’ Report on the activities of the ORLEN Group and PKN ORLEN S.A. in 2018.
12. Voting on a resolution to receive the financial statements of PKN ORLEN S.A. for the year ended December 31st 2018.
13. Voting on a resolution to receive the consolidated financial statements of the ORLEN Group for the year ended December 31st 2018.
14. Voting on a resolution to distribute net profit for the financial year 2018 and to determine the dividend record date and the dividend payment date.
15. Voting on resolutions to grant discharge to members of the Management Board of PKN ORLEN S.A. for performance of their duties in 2018.
16. Voting on resolutions to grant discharge to members of the Supervisory Board of PKN ORLEN S.A. for performance of their duties in 2018.
17. Voting on a resolution on the number of Supervisory Board members.
18. Voting on resolutions to appoint members of the Supervisory Board for a new term.
19. Voting on a resolution to amend Resolution No. 4 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Management Board.
20. Voting on a resolution to amend Resolution No. 5 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Supervisory Board.
21. Consideration of and voting on resolutions to amend the Company’s Articles of Association and to determine the consolidated text of the Articles of Association.
22. Closing of the General Meeting.
The abovementioned change has been made on the basis of the motion submitted pursuant to Article 401 par. 1 of the Code of Commercial Companies, delivered by the Shareholder the State Treasury as of 20 May 2019, with justification to amend par. 1 item 1 of the Resolution No. 5 of the Company’s Extraordinary General Meeting of January 24th 2017 on the remuneration policy for members of the Supervisory Board so as to adjust the currently binding remuneration policy for members of the PKN ORLEN S.A. Supervisory Board to the common law.
The draft resolution submitted by the Shareholder as well as changed by the Management Board draft resolution with agenda of the Ordinary General Meeting are attached hereto regulatory announcement. The other draft resolutions of the Ordinary General Meeting remain unchanged.
All information regarding the Ordinary General Meeting is available at the Company’s website www.orlen.pl, tab: Investor relations/General Meetings.
See also: regulatory announcement no 16/2019 dated 20 May 2019.