General Meeting in 2015
The Annual General Meeting of PKN ORLEN was held on April 28th 2015.
During the Annual General Meeting, the shareholders:
- Approved the Directors’ Reports on the Company’s and the ORLEN Group’s operations in 2014, as well as the financial statements for 2014;
- Granted discharge to all members of the Management and Supervisory Boards in respect of performance of their duties;
- Resolved to cover PKN ORLEN’s net loss for 2014 of PLN 4,671,826,145.06 from statutory reserve funds, and to distribute as dividend PLN 705,719,950.65 from the Company’s statutory reserve funds created from retained profit (PLN 1.65 per share). The dividend record date was set at June 16th 2015 and dividend payment date at July 8th 2015;
- Amended Art. 8.12.4.a of the Company’s Articles of Association referring to the powers of the Supervisory Board by excluding actions taken in the ordinary course of business, in particular any actions related to trade in fuels and energy, from the Supervisory Board’s scope of competence. The General Meeting also resolved to add the definition of ‘energy’ to the Articles of Association, stating that 'energy’ is to be understood as electricity and property rights attached to certificates of origin for electricity, or energy saving certificates.
- Amended the Company’s Articles of Association by adding the following to the description of the Company’s principal business activity:
- Security and commodity contracts brokerage (PKD 66.12.Z),
- Activities of head offices and holding companies, excluding financial holding companies (PKD 70.10.Z),
- Wholesale on a fee or contract basis (PKD 46.1), including activities of agents involved in the sale of fuels, ores, metals and industrial chemicals (PKD 46.12.Z). With respect to the business activity already included in the Articles of Association and described as manufacture and processing of refined petroleum products, the General Meeting resolved to change the activity’s code according to the Polish Classification of Business Activities from PKD 19.2 to PKD 19.20.Z.
Powers of the General Meeting
The powers of the General Meeting include in particular:
- Reviewing and approving the full-year financial statements of the Company, the Directors’ Report on the Company’s operations, the consolidated financial statements of the ORLEN Group, and the Directors’ Report on the ORLEN Group’s operations, for the previous financial year;
- Granting discharge to members of the Management Board and the Supervisory Board in respect of performance of their duties;
- Making decisions on distribution of profit or coverage of loss, and on application of funds created from profit, subject to any special laws or regulations which provide for a different application of such funds;
- Appointing Members of the Supervisory Board, subject to Art. 8.2 of the Articles of Association, and defining rules for their remuneration;
- Increasing and reducing the Company’s share capital, unless the Commercial Companies Code or the Articles of Association provide otherwise;
- Making decisions concerning claims for redress of any damage caused upon formation of the Company or in the course of managing or supervising the Company;
- Approving disposal or lease of, or creation of limited property rights in, the Company’s business or its organised part;
- Approving any disposal of real property, perpetual usufruct rights or interest in real property, whose net carrying amount exceeds one-twentieth of the Company’s share capital;
- Amending the Articles of Association;
- Creating and releasing the Company’s capital reserves, funds and special accounts;
- Making decisions on cancellation of Company shares and buy-back of shares for cancellation, and defining rules for their cancellation;
- Issuing convertible bonds, senior bonds and subscription warrants;
- Dissolving, liquidating or transforming the Company, or merging it with another entity;
- Concluding a parent/subsidiary agreement within the meaning of Art. 7 of the Commercial Companies Code.