Notice from Shareholders on the conclusion of an agreement

ORLEN S.A. (“ORLEN”, “Company”) informs that the Company has received a notification pursuant to Art. 69 in connection with Art. 87.1.5 and Art. 87.1.6 of the Act on Public Offering (unified text in Journal of Laws 2024, item 620) on the conclusion of an agreement between the Company's shareholders: Nationale-Nederlanden Otwarty Fundusz Emerytalny, PZU “Złota Jesień” Otwarty Fundusz Emerytalny and Generali Otwarty Fundusz Emerytalny (“Agreement”). According to the notice, the Agreement was concluded on 4 November 2024 in order to submit a request to add to the agenda of the Extraordinary General Meeting of ORLEN convened for 2 December 2024, an item: “Consideration of and voting on the resolutions regarding changes in the composition of the Company’s Supervisory Board”.

The notification, submitted by the proxy on behalf of the parties to the Agreement, also informs that the parties to the Agreement independently hold the following number of ORLEN shares:

·       Nationale-Nederlanden Otwarty Fundusz Emerytalny holds 68 379 124 shares in the Company, representing 5,89% of the share capital and the total number of votes in the Company,

·       PZU "Złota Jesień" Otwarty Fundusz Emerytalny holds 35 006 722 shares in the Company, representing 3,01% of the share capital and the total number of votes in the Company,

·       Generali Otwarty Fundusz Emerytalny holds 30 833 617 shares in the Company, representing 2,65% of the share capital and the total number of votes in the Company.

The parties to the Agreement hold a total of 134 219 463 shares in the Company, representing 11,56% of the share capital and entitling to exercise 11,56% of the total number of votes in the Company.

The text of the notification (Polish version) is attached hereto regulatory announcement.

At the same time, the Company informs that it has received a request from the parties to the Agreement to add to the agenda of the Extraordinary General Meeting of the Company, convened for 2 December 2024, an item: “Consideration of and voting on the resolutions regarding changes in the composition of the Company’s Supervisory Board”. The Company is currently in the process of preparing the necessary documentation and obtaining the necessary corporate decisions to fulfil the shareholders' request. The Company will inform about the completion of this work in a regulatory announcement.