Capital Markets

ORLEN S.A. share price

ORLEN S.A. shares are listed on the main market of the Warsaw Stock Exchange, in the continuous trading system, and are a constituent of the WIG, WIG20, WIG30, WIG-Poland, and WIG-ESG indices, as well as the WIG-PALIWA index of the fuel and gas sector.

In 2025, the broad-based WIG index reached a record high, ending the year 47.3% higher. The main driver behind the gains was large-cap stocks, with WIG20 advancing 45.3% year on year. Over the same period, ORLEN share price rose 103.6% year on year. Factoring in dividend and its reinvestment, the total return on the Company’s stock was 119.2%, and the total stock trading volume reached 675.1 million shares.

ORLEN share price performance on the WSE against adjusted WIG20 index in 2025

Stock performance

Key stock exchange data

Shareholders

ORLEN S.A.’s shareholding structure as at 1 January 2025 and 31 December 2025 and as at the date of authorisation of this Report

• Each ORLEN S.A. share carries one vote at the Company’s General Meeting.
• In accordance with regulations governing the Polish capital market, ORLEN S.A. is notified only about shareholders holding 5% or more of total voting rights in the Company.
• There are no preference shares in ORLEN S.A.’s share capital.

Restrictions on transferability of shares

• The Articles of Association do not impose any restrictions on the transferability of ORLEN S.A. shares. However, such restrictions may be stipulated by generally applicable laws including, without limitation, the Act on State Property Management and the Act on Control of Certain Investments.

Exercising voting rights and shareholders’ special control powers

• Detailed rules for the exercise of special control powers and voting rights are laid down in ORLEN S.A.’s Articles of Association.
• The voting rights of shareholders have been capped in the Articles of Association so that none of them may exercise more than 10% of total voting rights existing in the Company as at the date when the General Meeting is held. The cap on voting rights does not apply to the State Treasury and the depositary bank that has issued depositary receipts in respect of Company shares under an agreement with the Company (if the bank exercises voting rights conferred by Company shares).
• Shareholders whose voting rights are subject to aggregation and reduction are referred to as a Shareholder Grouping. Voting right aggregation involves adding up the voting rights held by individual shareholders forming part of the Shareholder Grouping, while voting right reduction entails decreasing the total number of voting rights held at the General Meeting by shareholders forming part of the Shareholder Grouping. Shareholders forming part of a Shareholder Grouping cannot exercise voting rights exceeding 10% of total voting rights existing in the Company on the day of the General Meeting. The principles of voting right aggregation and reduction, as well as the definition of a shareholder, are detailed in the Company’s Articles of Association.
• The cap on voting rights referred to above does not apply to subsidiaries of the State Treasury.
• The State Treasury has the right to appoint and remove one member of the Supervisory Board and to appoint one member of the Management Board.
• The State Treasury, irrespective of its ownership interest in the Company, may request the convening of an Extraordinary General Meeting and the placement of a specific matter on the agenda of the upcoming General Meeting.
• A resolution granting consent to transactions involving any sale or encumbrance of shares in the following companies: Naftoport Sp. z o.o., Inowrocławskie Kopalnie Soli Solino S.A., and any company to be established to operate the pipeline transport of liquid fuels, requires a vote in favour of its adoption by the Supervisory Board member appointed by the State Treasury.
• The Company carries out tasks aimed at ensuring Poland’s energy security. Therefore, the State Treasury in its capacity as the Company shareholder has the right to:
  • request that the Company’s Management Board report in detail on the tasks executed by the Company to ensure Poland’s energy security,
  • receive from the Company’s Management Board, no later than two months after the closing of an Annual General Meeting, information on the implementation by the Company of strategic investment projects or its involvement in investment projects which are necessary to ensure Poland’s energy security,
  • receive detailed information on decisions made by the General Meeting of an ORLEN Group companies, together with an assessment of their implications for Poland’s energy security.

The scope of information to be provided and the catalogue of such information are detailed in Article 9.12-9.13 of the Articles of Association.

• The State Treasury and the minister competent for energy are entitled to receive from the Company economic and financial analyses of the Company and its Group companies acting as distribution system operators or storage system operators.
• The minister competent for energy, if requested by the Management Board of the Company and having received the opinion of the entity authorised to exercise rights attached to the shares held by the State Treasury, has the power to grant approval for:
  • amendments to material provisions of existing contracts for natural gas imports to Poland and execution of new contracts,
  • implementation by the Company of a strategic investment project or its involvement in an investment project which may be detrimental to the Company’s economic efficiency but which is necessary to carry out a national energy security task in connection with:
    • ensuring continuity of natural gas supplies to customers and maintaining the required emergency stocks of natural gas,
    • ensuring safe operation of gas networks,
    • balancing the gas market and managing the operations and capacity of energy facilities and equipment connected to the national gas grid,
    • natural gas production.
• The State Treasury approves the Management Board’s recommendations for appointment or removal of the Company’s representatives on the Management Board and Supervisory Board of System Gazociągów Tranzytowych EuRoPol GAZ S.A.
• Special powers may also be vested in the State Treasury under generally applicable laws, i.e.:
  • the Act on Special Powers Vested in the Minister Competent for Energy and their Exercise in Certain Limited Companies or Groups Operating in the Electricity, Crude Oil and Gas Fuel Sectors,
  • the Act on Control of Certain Investments,
  • the Act on State Property Management.

Dividend policy

The ORLEN Group’s strategy to 2035 includes a commitment to regularly distribute profits to shareholders in the form of dividends. The Company follows a progressive dividend policy, aiming to increase the guaranteed dividend by PLN 0.15 per share annually. For 2025, the guaranteed dividend was raised from PLN 4.30 to PLN 4.50 per share. In addition, the Management Board has the flexibility to recommend higher dividend payouts, up to 25% of annual operating cash flows, net of financing costs.

Dividends paid in 2021–2025

The total amount of dividends paid by ORLEN since its first-time listing on the stock exchange in 1999 exceeds PLN 30.5 billion.

The Annual General Meeting set 14 August 2025 as the dividend record date and 1 September 2025 as the dividend payment date.

On 29 April 2026, the Management Board of ORLEN S.A. resolved to recommend to the Annual General Meeting of the Company the payment of a dividend in the amount of PLN 8.00 per share, i.e. PLN 9.3 billion in total. The proposal assumes 18 June 2026 as the dividend record date and 25 June 2026 as the dividend payment date.