Special shareholder rights
The shareholders’ voting rights are limited in such a way that no shareholder may exercise voting rights representing more than 10% of total voting rights as at the GM date. This limitation does not apply to the State Treasury and the depositary bank which has issued depositary receipts representing Company shares under an agreement with the Company (if the bank exercises voting rights attached to such Company shares).
The State Treasury has the right to appoint and remove one member of the Company’s Supervisory Board. Further, one member of the PKN ORLEN Management Board is appointed and removed by the Supervisory Board at the request of the minister competent for the State Treasury.
Pursuant to the Company’s Articles of Association, as long as the State Treasury is entitled to appoint a member of the Supervisory Board, passing a resolution to approve the disposal of or creation of any encumbrance over shares in the Company’s material subsidiaries requires that the Supervisory Board member appointed by the State Treasury vote in favour of such resolution. The State Treasury also has certain special rights under the Act on Special Rights Vested in the Minister Competent for the State Treasury.