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ORLEN Group 2016 Integrated Report

II nagroda specjalna w kategorii Raport Zintegrowany | Najlepszy raport on-line

Special shareholder rights

Capitals:  

One PKN ORLEN share confers the right to one vote at the Company’s General Meeting.

The exercise of the voting right and special control have been regulated in detail in PKN ORLEN’s Articles of Association. According to the provisions of the Articles, one share of PKN ORLEN entitles to one vote at the Company’s General Meeting .The voting right of the shareholders has been restricted in the Statute of the Company to the extent that none of them can exercise more than 10% of the total votes existing in the Company as at the date the General Meeting is held. The restriction of the voting right does not apply to the State Treasury and the depositary bank which issued, on the basis of the agreement with the Company, depository receipts in connection with the Company’s shares (in case this entity exercises the voting right from the Company’s shares).
The shareholders whose votes are subject to accumulation and reduction are jointly referred to as ‘the Shareholders Grouping’. The rules of accumulation and reduction are specified in detail in the Statute of the Company. The shareholders being a part of the Shareholders Grouping cannot exercise the voting right from more than 10% of the total votes existing in the Company as at the date the General Meeting is held.
If the cumulated number of shares registered in the General Meeting by the shareholders being a part of the Shareholders Grouping exceeds 10% of the total number of shares of the Company, the votes resulting from the number of held shares are subject to reduction, the rules of which have been specified in detail in the Statute of the Company.
The restriction of the voting right, described above, does not apply to the entities dependent on the State Treasury.

The State Treasury is entitled to appoint and recall one Member of the Supervisory Board. Furthermore, one member of the Management Board of PKN ORLEN is appointed and recalled by the Supervisory Board upon the request of the State Treasury.

Additionally, in accordance with the Statute of the Company, as long as the State Treasury is entitled to appoint a member of the Supervisory Board, a resolution granting approval for activities related to sale or encumbrance in any way of shares or stock in the following companies: Naftoport Sp. z o.o., Inowrocławskie Kopalnie Soli S.A. as well as in the company that will be created in order to operate the pipeline transport of liquid fuels, require a vote in favour of their adoption by the Supervisory Board member appointed by the State Treasury.

Special rights for the State Treasury shareholder can be a result of the commonly applicable provisions of law, i.e.:


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