Tomorrow is the Extraordinary General Meeting of Orlen. What changes can we expect?

Luc Williams

Orlen’s dominant shareholder – the State Treasury – requested changes in the supervisory board, and then to supplement the agenda of the EGM by adopting a resolution determining the number of board members and appointing the chairman of the board.

The State Treasury holds 49.9 percent. Orlen shares

According to Orlen’s current statute, the supervisory board consists of six to 15 members. The State Treasury has the right to appoint and dismiss one member of the council, and the remaining members are appointed and dismissed by the general meeting. On behalf of the State Treasury, the Minister of Assets used his powers and on December 13, 2023, he dismissed Janina Goss from the council, and on January 25, he appointed Wojciech Popiołek in her place. Orlen’s supervisory board currently has nine members, its chairman is Wojciech Jasiński, former president of PKN Orlen and former minister of treasury in the PiS government – in 2006-2007.

According to the company’s information, as of the date of convening the extraordinary general meeting, the State Treasury held 49.9 percent. Orlen shares, Nationale-Nederlanden OFE fund – 5.4 percent The remaining 44.7 percent shares are dispersed shareholders, no shareholder has more than 5%. Orlen shares.

In turn, the resolution regarding consent to the sale of 100 percent shares in Gas Storage Poland is the fulfillment of the Office of Competition and Consumer Protection’s condition for the takeover of PGNiG by Orlen. In March 2022, the President of the Office of Competition and Consumer Protection conditioned the consent to the takeover of PGNiG by relinquishing “permanently and irreversibly” control over GSP, which is part of the PGNiG Capital Group. Initially, Orlen had a year to do so, but in November 2023, at the company’s request, the President of the Office of Competition and Consumer Protection extended this deadline, without revealing by how much. The reason for the extension was the need for GSP to obtain certificates provided for in European regulations. The buyer who meets the conditions is to be the gas transmission system operator Gaz-System.

The President of the Office of Competition and Consumer Protection accepts Gaz-System as a potential buyer of GSP

In December 2023, Orlen announced that it had received a letter from the antitrust office in which the President of the Office of Competition and Consumer Protection accepted Gaz-System as a potential buyer of GSP. Additionally, Orlen decided to sell it without a tender, on market conditions. The transaction amount was not disclosed. The transaction, which is to meet the requirements of the Office of Competition and Consumer Protection, concerns only the gas storage operator. The warehouses themselves are and will remain the property of Orlen, they have been taken over as the property of the PGNiG Group.

The previous EGM of Orlen was held on March 22, 2023, with the State Treasury then holding 49.9%. he then owned over 66 percent of the shares. in the total number of votes at the general meeting. The percentage share of shares from which valid votes were cast at the general meeting in the share capital was 75.12%. The EGM then adopted a number of resolutions amending the company’s statute. 80-90% of the money was given for them. votes. Several other proposals to change the statute were not adopted, gaining from 10 to 23 percent. votes.

At the last Orlen Orlen General Meeting, the State Treasury held 49.9 percent. he had over 67 percent of shares. in the total number of votes. Almost 100% of the votes were in favor of approving the financial statements and the discharge for 2022 for the management board and its members, as well as establishing a dividend. votes.


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