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Corporate Governance

ORLEN S.A.’s corporate governance framework

Corporate governance statement

As a company listed on the Warsaw Stock Exchange (“WSE”), ORLEN S.A. (the “Company”, “ORLEN”) is required to comply with the WSE corporate governance standards.
The corporate governance framework currently in place on the Warsaw Stock Exchange (“WSE”) is the Best Practice for GPW Listed Companies 2021 (“Best Practice 2021”). It was adopted by the WSE Supervisory Board on 29 March 2021 and has been in effect since 1 July 2021.
Adherence to the Best Practice 2021 principles is voluntary for WSE-listed companies. However, the WSE Rules require that listed companies inform market participants about their level of compliance – specifically, which principles they follow, which they do not, and how they apply the ones they adopt.
The Best Practice 2021 document is available on the WSE’s website at https://www.gpw.pl/best-practice and on the ORLEN website at: https://www.orlen.pl/en/investor-relations/investors/corporate-governance. This website section also contains the Company’s up-to-date statement of compliance with the corporate governance standards defined in Best Practice 2021;
ORLEN, as a company with the State Treasury as a shareholder, complies with the guidelines and recommendations on corporate governance set out in the following documents: Best Practices for Conducting Sports Sponsorship by Companies with State Treasury Shareholding (April 2025) and the Code of Best Practices for Ownership Supervision (January 2026), issued by the Chancellery of the Prime Minister of the Republic of Poland;
The above-mentioned documents are available on the official website of the Chancellery of the Prime Minister at: https://www.gov.pl/web/premier/lad-korporacyjny2.

Exceptions in the application of corporate governance principles

In 2025, the Company published one report on an incident of non-compliance with Best Practice 2021. It involved a breach of principle 4.9.1., which occurred as a result of a shareholder nominating candidates for the Supervisory Board one day before the Annual General Meeting convened for 5 June 2025. There were no prior incidents of non-compliance with this principle in the last two years. In addition, there were no other incidents of non-compliance with Best Practice 2021 at the Company. As at the issue date of this Report, ORLEN complied with all Best Practice 2021 principles, with the exception of four, which relate to diversity policy and holding electronic General Meetings.

Best Practice principle:	Reasons for non-compliance
“Principle 2.1. Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.”	As at the date of authorisation of this Report, the Company had no formal document in place specifying diversity goals and criteria for the Management Board and the Supervisory Board. At the same time, the Company takes action to promote diversity and equal treatment across its workforce through its existing HR processes and practices. In 2021, ORLEN S.A. adopted the Diversity Policy, an internal document defining the Company’s approach to promoting diversity, equal treatment and anti-discrimination. The policy sets out principles relating to equal treatment in recruitment, promotions, access to training, work-life balance, anti-bullying measures and protection against unjustified dismissal. Since 2023, the Diversity Policy has also been implemented across other ORLEN Group companies. Although the Company has not adopted a separate formal diversity policy specifically for the Management Board and the Supervisory Board, it also takes steps to ensure diversity at the level of its highest governing bodies.
“Principle 2.2. Decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.” “Principle 2.11.6. In addition to its responsibilities laid down in the legislation, once a year the supervisory board prepares an annual report and submits it for approval by the annual general meeting. Such report includes at least the following: information regarding the degree of implementation of the diversity policy applicable to the management board and the supervisory board, including the achievement of goals referred to in principle 2.1.”	As at the end of the 2025 financial year, the composition of the Supervisory Board met the gender diversity criterion, with the minority group accounting for 33.3% of its members. Diversity was also ensured in terms of educational background, specialist expertise, age and professional experience. In the case of the Management Board, gender diversity had not been achieved as at the end of 2025; however, diversity was ensured in terms of age, educational background, specialist expertise and professional experience. Members of the Management Board are selected through an open recruitment procedure designed to assess candidates’ competencies and appoint the best person for the role, in line with the principles of equal opportunity and non-discrimination. Importantly, the Company does not exclude any group of candidates from participating in such procedures and does not apply any criteria that could lead to discrimination. Selection is based solely on competencies, experience and fulfilment of statutory requirements, with the process remaining fully open to both men and women. The Company remains ready to promote gender diversity on the Management Board as long as the recruitment process provides a genuine choice between candidates representing both groups. The Company also consistently pursues measures aimed at ensuring equal treatment in all areas of employment, including equal pay for women and men. Under ORLEN S.A.’s segment-based management model, the Company oversees pay transparency across the ORLEN Group. It also monitors pay differentials and supervises the implementation across Group companies of common standards and employment provisions designed to eliminate any forms of pay discrimination, including discrimination based on age or gender. Regulations in place across individual ORLEN Group companies clearly state that remuneration levels depend on the position held, scope of responsibilities and employee competencies, rather than on personal characteristics such as gender. The Group’s gender pay gap is calculated based on the relationship between remuneration and average headcount and is disclosed in the ORLEN Group’s sustainability reports. The data is presented separately for managerial, sales, production and other roles, ensuring transparency and enabling assessment of the measures taken by the Company in the area of pay equality.
“Principle 4.1. Companies should enable their shareholders to participate in a general meeting by means of electronic communication (e-meeting) if justified by the expectations of shareholders notified to the company, provided that the company is in a position to provide the technical infrastructure necessary for such general meeting to proceed.”	At present, the Company does not offer the option to attend the General Meeting via means of electronic communication and therefore does not comply with the above principle of Best Practice 2021. The Company believes that non-compliance with principle 4.1. does not affect the reliability of the Company’s disclosure policy and does not hinder shareholders’ attendance at General Meetings. The Company broadcasts General Meetings in real time and shares video recordings in the Investor Relations section of its corporate website at: https://www.orlen.pl/pl/relacjeinwestorskie/ dla-inwestora/walne-zgromadzenie. This website section also contains all information regarding scheduled and past General Meetings of ORLEN S.A.

Oversight of the application of uniform accounting policies by ORLEN Group companies for the purposes of preparing the ORLEN Group’s consolidated financial statements

To ensure a uniform approach to applying accounting policies aligned with the International Financial Reporting Standards endorsed by the European Union (IFRS) across the ORLEN Group, ORLEN Group Accounting Policies have been developed. The principles set out in the Accounting Policies form the basis for preparing separate financial statements of ORLEN S.A. and consolidated financial statements of the ORLEN Group. The Accounting Policies are updated whenever required by changes in applicable laws and regulations, in particular IFRS and other regulations applicable to the preparation of financial statements. These updates are intended to ensure that our accounting policies remain compliant with current requirements and that the financial disclosures are consistent and comparable.

In addition, to support the uniform and consistent application of accounting policies, ORLEN Group companies are provided with accounting guidelines, as well as clarifications and interpretations of the accounting principles applicable across the ORLEN Group. Periodic meetings are also held with Group companies to ensure the accuracy of the reported data forming the basis for the preparation of the ORLEN Group’s consolidated financial statements.

Each year, ORLEN Group companies receive standard templates for their separate financial statements. To ensure compliance, we periodically verify that ORLEN Group companies apply the uniform Accounting Policies with respect to recognition, measurement and completeness of disclosures in accordance with IFRS. Furthermore, we check consistency of the ORLEN Group companies’ separate financial statements with data reported to the integrated IT system used to prepare the Group’s consolidated financial statements.

Procedures for the authorisation, approval and review of ORLEN S.A.’s separate financial statements and the ORLEN Group’s consolidated financial statements

ORLEN S.A. has implemented financial statement authorisation procedures. ORLEN S.A.’s full-year separate financial statements, the ORLEN Group’s full-year consolidated financial statements, and the quarterly and half-year reports are authorised for issue by the ORLEN S.A. Management Board. In addition, ORLEN S.A.’s full-year separate financial statements and the ORLEN Group’s full-year consolidated financial statements are submitted for review to the Company’s Supervisory Board before they are issued. Oversight of the preparation of financial statements rests within the division of the ORLEN S.A. Chief Financial Officer, while the Management Boards of the companies included in the consolidation are responsible for preparing the reporting data for the ORLEN Group’s consolidated financial statements.

Within the ORLEN S.A. Supervisory Board, the Audit Committee oversees the financial reporting process, the effectiveness of the internal control and risk management systems, and cooperation with the statutory auditor.

Internal control processes; ensuring compliance and correctness of accounting policies applied by the ORLEN Group

The relevant ORLEN S.A. functions monitor on an ongoing basis changes in regulations, including accounting, reporting and tax regulations, and make relevant adjustments to processes and IT systems.

In addition, they analyse guidelines, recommendations and other guidance issued by the competent supervisory authorities, including the Polish Financial Supervision Authority (KNF), the European Securities and Markets Authority (ESMA) and the Polish Audit Oversight Agency (PANA). Verification is undertaken to check whether they are properly implemented and taken into account in the separate and consolidated financial statements.

ORLEN S.A. has procedures in place for recording business transactions in the finance and accounting system, together with controls to ensure adherence to those procedures. These controls include, in particular, segregation of duties, multi-level data authorisation, verification of the accuracy of data received, and independent checks of the accuracy of data entered.

In addition, ORLEN S.A. operates a separate audit process within its Integrated Management System, designed to provide effective and consistent oversight of key operational and support processes.

IT systems

The financial statements of ORLEN Group companies are prepared on the basis of accounting records maintained using ERP-class finance and accounting systems equipped with built-in controls for document workflow and the proper recording of business transactions. The process of preparing the consolidated financial statements is supported by a dedicated IT system, which ensures data consistency, control and the timely reporting of consolidation data.

The IT and organisational solutions used by ORLEN Group companies ensure appropriate access control for finance and accounting systems, as well as the protection and archiving of accounting books.

Audits and reviews of financial statements by an independent statutory auditor

The full-year financial statements of ORLEN S.A. and the full-year consolidated financial statements of the ORLEN Group are audited by a statutory auditor.

Interim reports for the first and third quarters, as well as half-year reports, undergo a review by a statutory auditor.

ORLEN S.A. applies the Audit Firm Selection Procedure, adopted by the Supervisory Board, which sets out the rules and process for selecting the statutory auditor, taking into account the requirements of independence, mandated rotation periods, objectivity and professional experience. This procedure ensures transparency in the auditor selection process and compliance with the applicable laws and regulations.

On 29 October 2024, in accordance with the ORLEN S.A. Audit Firm Selection Policy, the Company’s Supervisory Board selected KPMG Audyt spółka z ograniczoną odpowiedzialnością sp.k. as the statutory auditor authorised to audit the separate financial statements of ORLEN S.A. and the consolidated financial statements of the ORLEN Group for the financial years 2025–2026, and to review the interim separate financial statements of ORLEN S.A. and consolidated financial statements of the ORLEN Group for the first quarter, third quarter, and first half of 2025 and 2026.

For information on the remuneration arising from the agreement with the entity authorized to audit financial statements, see of Section 15.7 the Consolidated Financial Statements for the year 2025.

For information on the internal control and risk management systems relating to sustainability reporting, see here.

The enterprise risk management system (ERM) is described here.

General Meeting of Shareholders

The ORLEN S.A. General Meeting was held twice in 2025.

The Annual General Meeting held on 5 June 2025 passed resolutions:

to approve the Management Board’s Report on the operations of ORLEN S.A. and the ORLEN Group, and the financial statements for 2024;
to allocate the net profit for the financial year 2024 and to pay dividend for 2024 (PLN 6.00 per share);
to approve the report of the ORLEN S.A. Supervisory Board on its activities for the financial year 2024;
not to grant discharge to the following members of the ORLEN S.A. Management Board in respect of their service in 2024: Daniel Obajtek, Armen Artwich, Adam Burak, Michał Róg, Patrycja Klarecka, Jan Szewczak, Józef Węgrecki, Piotr Sabat, Krzysztof Nowicki, Iwona Waksmundzka - Olejniczak, Robert Perkowski;
to grant discharge to the following members of the ORLEN S.A. Management Board in respect of their service in 2024: Ireneusz Fąfara, Witold Literacki, Magdalena Bartoś, Ireneusz Sitarski, Robert Soszyński, Marek Balawejder, Artur Osuchowski, Wiesław Prugar, Marcin Wasilewski, and to the following members of the Supervisory Board delegated to temporarily perform the duties of members of the Management Board in 2024: Kazimierz Mordaszewski, Ireneusz Sitarski, Tomasz Sójka, and Tomasz Zieliński;
not to grant discharge to the following members of the ORLEN S.A. Supervisory Board in respect of their service in 2024: Wojciech Jasiński, Andrzej Szumański, Anna Wójcik, Barbara Jarzembowska, Andrzej Kapała, Roman Kusz, Jadwiga Lesisz, and Anna Sakowicz - Kacz;
to grant discharge to the following members of the ORLEN S.A. Supervisory Board in respect of their service in 2024: Wojciech Popiołek, Michał Gajdus, Katarzyna Łobos, Ewa Gąsiorek, Kazimierz Mordaszewski, Mikołaj Pietrzak, Ireneusz Sitarski, Marian Sewerski, Ewa Sowińska, Tomasz Sójka, Piotr Wielowieyski, and Tomasz Zieliński;
to endorse the Supervisory Board’s report on remuneration of members of the Management Board and the Supervisory Board for 2024;
to grant consent to the acquisition by the Company of 100% of shares in Energomedia Sp. z o.o. of Trzebinia;
to appoint Supervisory Board members for a new term of office, ending upon the closing of the Annual General Meeting that approves the financial statements for 2027;
to amend the rules for determining remuneration of members of the Company’s Management Board and Supervisory Board.

The Extraordinary General Meeting held on 28 October 2025 and resumed after adjournment on 13 November 2025 passed resolutions:

to amend the Company’s Articles of Association and adopt the restated text of the Articles of Association – for details, see Section 7.3 of this Report;
to pursue claims against former members of the ORLEN S.A. Management Board for redress of damage caused in connection with the management of the Company;
to grant consent to the disposal of a registered branch operating as ORLEN Spółka Akcyjna – Oddział Laboratorium Pomiarowo Badawcze PGNiG of Warsaw to Polska Spółka Gazownictwa Sp. z o.o.;
to determine the number of members of the Supervisory Board and appoint a new member to the Supervisory Board

All of the corporate documents referred to above are available on the ORLEN website at https://www.orlen.pl/en/about-the-company/company/bodies-and-structure/corporate-documents

Communication with the Company on matters concerning General Meetings:

Contact form:
https://www.orlen.pl/en/investor-relations/ir-contacts/contact-for-shareholders

Communication with the Company on matters concerning General Meetings:

E-mail:
walne.zgromadzenie@orlen.pl
The form and email may be used by the shareholders to communicate with the Company, in particular to submit notifications of the grant or revocation of powers of proxy, proxy instruments and requests relating to the General Meeting.

Amendments to Articles of Association

Any amendment to the ORLEN S.A. Articles of Association requires a resolution of the General Meeting and, to take effect, has to be entered in the Business Register. A resolution of the General Meeting to amend the Articles of Association is passed by a three-quarters majority of votes. The General Meeting may authorise the Supervisory Board to restate the Articles of Association or make other editorial changes as set out in a resolution passed by the General Meeting.
Amendments made to the Articles of Association in 2025 included:
- amendments to the definitions of ‘Fuels’ and ‘Energy’ in Article 1(4), introduced to broaden and update the definitions so that they reflect current market realities, regulatory requirements, and the Company’s strategic development priorities;
- amendments to the list of actions taken in the ordinary scope of business contained in Article 8(12)(6) of the Articles of Association, introduced in connection with the proposed broader definition of ‘Fuels’. In its revised form, the list of activities taken in the ordinary course of business was made uniform and expanded to include actions that the Company actually undertakes as part of its day-to-day operations in such areas as fuel trading, purchase or sale and fuel-related services (including storage, transmission, distribution, regasification, and liquefaction services), as well as energy trading and related activities (including energy generation, conversion, transmission, storage, distribution and use processes);
- amendments to Article (8)(11)(5), whereby the scope of powers and responsibilities of the Supervisory Board was extended to include selection of the audit firm to provide assurance of the Group’s sustainability reporting.
The amendments were adopted by the Extraordinary General Meeting on 28 October 2025 and subsequently registered in the National Court Register on 28 November 2025.

Powers and responsibilities of the governing bodies

The operation of ORLEN’s Supervisory Board and its committees and of ORLEN’s Management Board is governed by:

generally applicable laws,
- the Commercial Companies Code of 15 September 2000 (consolidated text: Dz. U. of 2024, item 18, as amended) (the “Commercial Companies Code”),
- the Act on State Property Management of 16 December 2016 (consolidated text: Dz. U. of 2024, item 125, as amended) (the “Act”),
the ORLEN S.A. Articles of Association,
the Rules of Procedure for the Supervisory Board,
the Rules of Procedure for the Management Board.

Powers and responsibilities of governing bodies

	Commercial Companies Code	Company documents	Articles of Association / Rules of Procedure	Operation; appointment and removal from office
General Meeting	Article 393 Article 429	Article 7 of the Articles of Association Rules of Procedure for the General Meeting	General Meeting resolutions are required for matters specified in the Commercial Companies Code and the Company's Articles of Association, including: appointing members of the Supervisory Board (except for member of the Supervisory Board appointed by the State Treasury) and defining rules for their remuneration; adopting a remuneration policy for members of the Management Board and Supervisory Board; disposing of real property, or perpetual usufruct of or interest in real property, where the net carrying amount of the asset exceeds one-twentieth of the Company's share capital; subscribing for, or acquiring or disposing of shares in Group companies which operate, under generally applicable laws, a natural gas distribution or storage system, and defining the terms of and procedure for the subscription, acquisition or disposal, as the case may be; setting the aggregate cap on fees that the Company may pay to all advisers to the Supervisory Board over a financial year; cancelling or rescheduling a General Meeting if extraordinary circumstances prevent it from being held or if it is no longer required, by posting a relevant notice on the Company’s website, which must contain a statement for reasons for such action. The General Meeting may be attended by persons invited by the body convening the General Meeting or allowed to enter the meeting room by the Chair of the General Meeting; such invitees include in particular qualified auditors, legal and financial advisers, and Company employees; representatives of the media. Shareholders are entitled to attend the General Meeting provided they hold Company shares as at the record date, which falls 16 days prior to the date of the General Meeting. The General Meeting may be attended by members of the Management Board or the Supervisory Board, including persons whose mandates expired before the Annual General Meeting date but who served on the Management Board or Supervisory Board in the financial year covered by the financial statements that the General Meeting is to approve. The Management Board is required to ensure that the General Meeting is attended by an independent third-party expert in commercial law.	The General Meeting is convened, prepared and held in accordance with the rules set out in the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the General Meeting. The General Meeting is convened by publishing a relevant notice on the Company’s website and through a current report. The Annual General Meeting is convened within a timeframe ensuring that it takes place no later than within six months from the end of each financial year. The Management Board convenes an Extraordinary General Meeting on its own initiative, at the request of the Supervisory Board, at the request of a shareholder or shareholders representing at least one-twentieth of the Company's share capital, or at the request of the State Treasury as a Company shareholder, irrespective of its ownership interest in the Company. An Extraordinary General Meeting may also be convened by shareholders representing at least half of the share capital of or total voting rights in the Company. An Extraordinary General Meeting may be convened by the Supervisory Board in situations specified in the Articles of Association. Resolutions of the General Meeting are passed by an absolute majority of votes, unless the Commercial Companies Code or the Articles of Association provide otherwise. A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the upcoming General Meeting by submitting a relevant request no later than 21 days before its scheduled date. The same right is held by the State Treasury as a Company shareholder, irrespective of its ownership interest in the Company. Shareholders may exercise their voting rights at the General Meeting in person or by proxy.
Supervisory Board	Article 368 - Article 380	Article 8 of the Articles of Association Rules of Procedure for the Supervisory Board	The Supervisory Board exercises ongoing supervision over the Company's operations. A detailed list of matters which require a decision by the Supervisory Board is provided in Article 8 of the Articles of Association. The powers and responsibilities of the Supervisory Board include matters specified in the Commercial Companies Code, with due regard to the Rules of Procedure for the Supervisory Board. In addition to its responsibilities laid down in generally applicable laws, in particular Article 382(3) and 382(3)(1) of the Commercial Companies Code, the Supervisory Board prepares and submits for approval by the Annual General Meeting an annual report containing at least: information on the composition of the Supervisory Board and its committees, specifying criteria resulting from the Best Practice for GPW Listed Companies; a summary of the activities of the Supervisory Board and its committees; assessment of the Company’s standing on a consolidated basis, including evaluation of the internal control, risk management and compliance systems and the internal audit function; assessment of the Company's compliance with the corporate governance standards and disclosure requirements; assessment of the appropriateness of the Company's and the Group's sponsorship and donation spending; remuneration report; assessment of the discharge by the Management Board of its obligation to report information to the Supervisory Board as required under the Commercial Companies Code.	The Supervisory Board consists of six to fifteen members, including its Chair. One member of the Supervisory Board is appointed and removed by the entity authorised to exercise the rights attached to the shares held by the State Treasury, as long as the State Treasury holds at least one share in the Company. The other Supervisory Board members are appointed and removed by the General Meeting. Supervisory Board members are appointed for a joint term of office expiring on the date of the Annual General Meeting that approves the financial statements for the second full financial year of the term. At least two Supervisory Board members must meet the independence criteria under the ORLEN S.A. Articles of Association. Before being appointed to the Supervisory Board, candidates must represent to the Company in writing that they meet the independence criteria under the Articles of Association, the Act on Statutory Auditors, Audit Firms and Public Oversight, and Best Practice 2021. These representations are submitted to the other Supervisory Board members and to the Management Board. A Supervisory Board member must immediately notify the other members of the Supervisory Board and the Management Board of any changes in circumstances relevant to his/her independence status. Upon such notice, the Supervisory Board examines whether any actual relationships or circumstances exist that could affect the Supervisory Board member’s satisfaction of the independence criteria. If the number of independent members of the Supervisory Board falls below two, the Management Board is required to promptly convene a General Meeting to change the composition of the Supervisory Board. The following require consent of at least half of the independent members of the Supervisory Board: benefits provided by the Company or its related entities to Management Board members, execution of a material related-party transaction, and the selection of the audit firm to audit the Company's financial statements. The Chair of the Supervisory Board is elected and removed from office by the General Meeting. The Deputy Chair and Secretary are elected from among other Supervisory Board members and removed from office by the Supervisory Board. Meetings of the Supervisory Board are held on an as-needed basis, but at least once every two months. Meetings are convened by the Chair of the Supervisory Board or by other persons as specified in the Articles of Association. A Supervisory Board meeting may be held if all the Supervisory Board members have been duly invited. Meetings may also be held without being formally convened, provided that all Supervisory Board members are present and agree to hold a meeting and to include specific matters on its agenda. The Supervisory Board may adopt resolutions if at least half of its members are present at the meeting. Resolutions of the Supervisory Board may be voted on by written ballot or using means of remote communication. Resolutions are passed by an absolute majority of votes, except for resolutions to remove from office or suspend from duties any or all members of the Management Board, which require that at least two-thirds of all Supervisory Board members vote in favour of such resolution. In the event of a voting tie, the Chair has the casting vote. Members of the Supervisory Board may vote on resolutions by casting a written ballot through another member of the Supervisory Board. A Supervisory Board member is required to inform the other Members of the Supervisory Board of any conflicts of interest which have arisen or may arise, and to abstain from taking the floor when the matter which has given rise to the conflict is being discussed, and abstain from voting on the relevant resolution.
Management Board	Article 381 Article 392	Article 9 of the Articles of Association Rules of Procedure for the Management Board	Management Board resolutions are required for: any matters falling outside the ordinary course of business, as specified in the Rules of Procedure for the Management Board; disposal of real property, perpetual usufruct right to or interest in real property; acquisition of real property, perpetual usufruct right to or interest in real property; matters referred to in Article 2(6) of the Articles of Association; adoption of organisational rules for the Company's business. The Management Board has authority over all matters which are not reserved to the exclusive scope of competence of the Company’s other governing bodies under the Commercial Companies Code or the Articles of Association and which fall outside the ordinary course of business, including: adopting annual and long-term budgets and growth strategies for the Company; approving the implementation of an investment project and assuming related liabilities if these involve expenditure or charges exceeding PLN 50 million; incurring liabilities, disposing of property rights, and encumbering in any way the Company’s assets with a value exceeding PLN 50 million (subject to exceptions); acquiring or disposing of real property, or perpetual usufruct of or interest in real property, or granting limited rights in rem to real property; disposing of, acquiring, or encumbering shares or other equity interests in other entities, including shares admitted to public trading; effecting issuance of securities by the Company; adopting or amending the employee remuneration scheme or introducing or structuring an incentive scheme; concluding, amending, or terminating a collective bargaining agreement in effect at the Company or other trade union agreements. A resolution of the Management Board is also required for incurring liabilities in legal transactions involving: trading in crude oil or other hydrocarbon feedstock used to produce fuels in a refinery, excluding biocomponents and fuel additives, where the transaction volume exceeds 165,000 tonnes of crude oil or other hydrocarbon feedstock, excluding biocomponents and fuel additives; trading in natural gas or trading in natural gas transmission, distribution, or storage system capacities in Poland or abroad, or trading in natural gas storage capacities in Poland or abroad where the transaction volume exceeds 100 million Nm³; acquiring biocomponents and biofuels, including raw materials for the production of biocomponents and biofuels, where the transaction value exceeds PLN 200 million; selling or purchasing refining products in international commercial transactions where the transaction volume exceeds 90 thousand tonnes, excluding heavy fuel oil; submitting a bid or proposal in a public procurement/contract award procedure (including participation in related contract negotiations) concerning wholesale trade in refining products or vehicle fleet fuel cards where the transaction value exceeds PLN 200 million; trading in energy, tradeable rights attached to certificates of origin of electricity or energy efficiency certificates, guarantees of origin and documents confirming their issue, and related energy ranges, as well as providing electricity grid ancillary services and handling any activities related to customers’ switching to a different electricity supplier where the transaction volume exceeds 300 GWh; submitting a bid in a contract award procedure (including one conducted under the Public Procurement Law) concerning trading in (separately or jointly) energy or energy-related services or products (including participation in contract negotiations or other actual or legal transactions related to the contract) and handling any activities related to customers’ switching to a different electricity supplier where the transaction volume exceeds 300 GWh.	The Management Board consists of five to eleven members, including the President, Vice Presidents and other members of the Management Board. One member of the Management Board is appointed by the entity authorised to exercise the rights attached to the shares held by the State Treasury, as long as the State Treasury holds at least one share in the Company. The other members are appointed by the Supervisory Board following a recruitment process. All members of the Management Board are removed from office by the Supervisory Board. Management Board members are appointed for a joint term of office expiring on the date of the Annual General Meeting that approves the financial statements for the second full financial year of the term. A candidate to the Management Board must meet all of the following criteria: he/she has a university degree obtained in Poland or a university degree obtained abroad and recognised in Poland; he/she has at least five years’ experience working under a contract of employment, including a contract of employment with a cooperative as a member thereof, serving in an elected or appointed position, providing services under other agreement, and/or transacting business as a sole trader; he/she has at least three years’ experience serving in managerial or independent positions or transacting business as a sole trader; he/she meets requirements stipulated in applicable laws and regulations, other than the requirements listed above; in particular, he/she is not in breach of any restrictions or prohibitions on serving on the management bodies of commercial-law companies. No person meeting any of the exclusion criteria specified on the Articles of Association may be considered as a candidate to the Management Board. The Management Board manages the Company and represents it before third parties. The Management Board's activities are managed by the President of the Management Board. President’s specific powers are defined by the Rules of Procedure for the Management Board. If President of the Management Board is suspended from duties or removed from office, or his or her mandate otherwise expires before the end of the Management Board’s term, until new President is appointed or incumbent President resumes his/her duties following suspension, all of President's powers, excluding the casting vote referred to in Article 9.5.2 of the Articles of Association, are exercised by a person appointed acting President of the Management Board pursuant to a Supervisory Board resolution. Meetings of the Management Board are held on an as-needed basis, but at least once every two weeks. The Management Board votes on resolutions at meetings or using means of remote communication. Management Board resolutions are adopted by a simple majority of votes (except for matters specified in the Rules of Procedure for the Management Board), and in the event of a voting tie, the President of the Management Board has the casting vote. For resolutions to be valid, all members of the Management Board must be notified of the content of the draft resolution and, in the case of resolutions adopted at a meeting, at least half of the Management Board members must be present. In the case of resolutions adopted using means of remote communication, all members of the Management Board must cast their votes within the time limit set by the person conducting the vote. A Management Board meeting may be held without being formally convened, provided that all Management Board members are present and none of them objects to the holding of the meeting or to the proposed agenda. A Management Board member is required to inform the other Members of the Management Board of any conflicts of interest which have arisen or may arise, and to abstain from taking the floor when the matter which has given rise to the conflict is being discussed, and abstain from voting on the relevant resolution. The Supervisory Board assesses any external professional engagements of Management Board members and decides whether to consent to their serving on the supervisory or management bodies of other entities and being compensated for such service.

Commercial Companies Code

Company documents

Articles of Association / Rules of Procedure

Operation; appointment and removal from office

General Meeting

Article 393

Article 429

Article 7 of the Articles of Association

Rules of Procedure for the General Meeting

General Meeting resolutions are required for matters specified in the Commercial Companies Code and the Company's Articles of Association, including:

appointing members of the Supervisory Board (except for member of the Supervisory Board appointed by the State Treasury) and defining rules for their remuneration;
adopting a remuneration policy for members of the Management Board and Supervisory Board;
disposing of real property, or perpetual usufruct of or interest in real property, where the net carrying amount of the asset exceeds one-twentieth of the Company's share capital;
subscribing for, or acquiring or disposing of shares in Group companies which operate, under generally applicable laws, a natural gas distribution or storage system, and defining the terms of and procedure for the subscription, acquisition or disposal, as the case may be;
setting the aggregate cap on fees that the Company may pay to all advisers to the Supervisory Board over a financial year;
cancelling or rescheduling a General Meeting if extraordinary circumstances prevent it from being held or if it is no longer required, by posting a relevant notice on the Company’s website, which must contain a statement for reasons for such action.
The General Meeting may be attended by persons invited by the body convening the General Meeting or allowed to enter the meeting room by the Chair of the General Meeting; such invitees include in particular qualified auditors, legal and financial advisers, and Company employees; representatives of the media.
Shareholders are entitled to attend the General Meeting provided they hold Company shares as at the record date, which falls 16 days prior to the date of the General Meeting.
The General Meeting may be attended by members of the Management Board or the Supervisory Board, including persons whose mandates expired before the Annual General Meeting date but who served on the Management Board or Supervisory Board in the financial year covered by the financial statements that the General Meeting is to approve.
The Management Board is required to ensure that the General Meeting is attended by an independent third-party expert in commercial law.

The General Meeting is convened, prepared and held in accordance with the rules set out in the Commercial Companies Code, the Articles of Association and the Rules of Procedure for the General Meeting.
The General Meeting is convened by publishing a relevant notice on the Company’s website and through a current report.
The Annual General Meeting is convened within a timeframe ensuring that it takes place no later than within six months from the end of each financial year.
The Management Board convenes an Extraordinary General Meeting on its own initiative, at the request of the Supervisory Board, at the request of a shareholder or shareholders representing at least one-twentieth of the Company's share capital, or at the request of the State Treasury as a Company shareholder, irrespective of its ownership interest in the Company. An Extraordinary General Meeting may also be convened by shareholders representing at least half of the share capital of or total voting rights in the Company. An Extraordinary General Meeting may be convened by the Supervisory Board in situations specified in the Articles of Association.
Resolutions of the General Meeting are passed by an absolute majority of votes, unless the Commercial Companies Code or the Articles of Association provide otherwise.
A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the upcoming General Meeting by submitting a relevant request no later than 21 days before its scheduled date. The same right is held by the State Treasury as a Company shareholder, irrespective of its ownership interest in the Company.
Shareholders may exercise their voting rights at the General Meeting in person or by proxy.

Supervisory Board

Article 368

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Article 380

Article 8 of the Articles of Association

Rules of Procedure for the Supervisory Board

The Supervisory Board exercises ongoing supervision over the Company's operations. A detailed list of matters which require a decision by the Supervisory Board is provided in Article 8 of the Articles of Association. The powers and responsibilities of the Supervisory Board include matters specified in the Commercial Companies Code, with due regard to the Rules of Procedure for the Supervisory Board.
In addition to its responsibilities laid down in generally applicable laws, in particular Article 382(3) and 382(3)(1) of the Commercial Companies Code, the Supervisory Board prepares and submits for approval by the Annual General Meeting an annual report containing at least:
- information on the composition of the Supervisory Board and its committees, specifying criteria resulting from the Best Practice for GPW Listed Companies;
- a summary of the activities of the Supervisory Board and its committees;
- assessment of the Company’s standing on a consolidated basis, including evaluation of the internal control, risk management and compliance systems and the internal audit function;
- assessment of the Company's compliance with the corporate governance standards and disclosure requirements;
- assessment of the appropriateness of the Company's and the Group's sponsorship and donation spending;
- remuneration report;
- assessment of the discharge by the Management Board of its obligation to report information to the Supervisory Board as required under the Commercial Companies Code.

The Supervisory Board consists of six to fifteen members, including its Chair.
One member of the Supervisory Board is appointed and removed by the entity authorised to exercise the rights attached to the shares held by the State Treasury, as long as the State Treasury holds at least one share in the Company. The other Supervisory Board members are appointed and removed by the General Meeting.
Supervisory Board members are appointed for a joint term of office expiring on the date of the Annual General Meeting that approves the financial statements for the second full financial year of the term.
At least two Supervisory Board members must meet the independence criteria under the ORLEN S.A. Articles of Association.
Before being appointed to the Supervisory Board, candidates must represent to the Company in writing that they meet the independence criteria under the Articles of Association, the Act on Statutory Auditors, Audit Firms and Public Oversight, and Best Practice 2021. These representations are submitted to the other Supervisory Board members and to the Management Board.
A Supervisory Board member must immediately notify the other members of the Supervisory Board and the Management Board of any changes in circumstances relevant to his/her independence status. Upon such notice, the Supervisory Board examines whether any actual relationships or circumstances exist that could affect the Supervisory Board member’s satisfaction of the independence criteria. If the number of independent members of the Supervisory Board falls below two, the Management Board is required to promptly convene a General Meeting to change the composition of the Supervisory Board.
The following require consent of at least half of the independent members of the Supervisory Board: benefits provided by the Company or its related entities to Management Board members, execution of a material related-party transaction, and the selection of the audit firm to audit the Company's financial statements.
The Chair of the Supervisory Board is elected and removed from office by the General Meeting. The Deputy Chair and Secretary are elected from among other Supervisory Board members and removed from office by the Supervisory Board.
Meetings of the Supervisory Board are held on an as-needed basis, but at least once every two months.
Meetings are convened by the Chair of the Supervisory Board or by other persons as specified in the Articles of Association.
A Supervisory Board meeting may be held if all the Supervisory Board members have been duly invited. Meetings may also be held without being formally convened, provided that all Supervisory Board members are present and agree to hold a meeting and to include specific matters on its agenda.
The Supervisory Board may adopt resolutions if at least half of its members are present at the meeting.
Resolutions of the Supervisory Board may be voted on by written ballot or using means of remote communication.
Resolutions are passed by an absolute majority of votes, except for resolutions to remove from office or suspend from duties any or all members of the Management Board, which require that at least two-thirds of all Supervisory Board members vote in favour of such resolution. In the event of a voting tie, the Chair has the casting vote.
Members of the Supervisory Board may vote on resolutions by casting a written ballot through another member of the Supervisory Board.

A Supervisory Board member is required to inform the other Members of the Supervisory Board of any conflicts of interest which have arisen or may arise, and to abstain from taking the floor when the matter which has given rise to the conflict is being discussed, and abstain from voting on the relevant resolution.

Management Board

Article 381

Article 392

Article 9 of the Articles of Association

Rules of Procedure for the Management Board

Management Board resolutions are required for:

any matters falling outside the ordinary course of business, as specified in the Rules of Procedure for the Management Board;
disposal of real property, perpetual usufruct right to or interest in real property;
acquisition of real property, perpetual usufruct right to or interest in real property;
matters referred to in Article 2(6) of the Articles of Association;
adoption of organisational rules for the Company's business.

The Management Board has authority over all matters which are not reserved to the exclusive scope of competence of the Company’s other governing bodies under the Commercial Companies Code or the Articles of Association and which fall outside the ordinary course of business, including:

adopting annual and long-term budgets and growth strategies for the Company;
approving the implementation of an investment project and assuming related liabilities if these involve expenditure or charges exceeding PLN 50 million;
incurring liabilities, disposing of property rights, and encumbering in any way the Company’s assets with a value exceeding PLN 50 million (subject to exceptions);
acquiring or disposing of real property, or perpetual usufruct of or interest in real property, or granting limited rights in rem to real property;
disposing of, acquiring, or encumbering shares or other equity interests in other entities, including shares admitted to public trading;
effecting issuance of securities by the Company;
adopting or amending the employee remuneration scheme or introducing or structuring an incentive scheme;
concluding, amending, or terminating a collective bargaining agreement in effect at the Company or other trade union agreements.
A resolution of the Management Board is also required for incurring liabilities in legal transactions involving:
- trading in crude oil or other hydrocarbon feedstock used to produce fuels in a refinery, excluding biocomponents and fuel additives, where the transaction volume exceeds 165,000 tonnes of crude oil or other hydrocarbon feedstock, excluding biocomponents and fuel additives;
- trading in natural gas or trading in natural gas transmission, distribution, or storage system capacities in Poland or abroad, or trading in natural gas storage capacities in Poland or abroad where the transaction volume exceeds 100 million Nm³;
- acquiring biocomponents and biofuels, including raw materials for the production of biocomponents and biofuels, where the transaction value exceeds PLN 200 million;
- selling or purchasing refining products in international commercial transactions where the transaction volume exceeds 90 thousand tonnes, excluding heavy fuel oil;
- submitting a bid or proposal in a public procurement/contract award procedure (including participation in related contract negotiations) concerning wholesale trade in refining products or vehicle fleet fuel cards where the transaction value exceeds PLN 200 million;
- trading in energy, tradeable rights attached to certificates of origin of electricity or energy efficiency certificates, guarantees of origin and documents confirming their issue, and related energy ranges, as well as providing electricity grid ancillary services and handling any activities related to customers’ switching to a different electricity supplier where the transaction volume exceeds 300 GWh;
- submitting a bid in a contract award procedure (including one conducted under the Public Procurement Law) concerning trading in (separately or jointly) energy or energy-related services or products (including participation in contract negotiations or other actual or legal transactions related to the contract) and handling any activities related to customers’ switching to a different electricity supplier where the transaction volume exceeds 300 GWh.

The Management Board consists of five to eleven members, including the President, Vice Presidents and other members of the Management Board.
One member of the Management Board is appointed by the entity authorised to exercise the rights attached to the shares held by the State Treasury, as long as the State Treasury holds at least one share in the Company. The other members are appointed by the Supervisory Board following a recruitment process.
All members of the Management Board are removed from office by the Supervisory Board.
Management Board members are appointed for a joint term of office expiring on the date of the Annual General Meeting that approves the financial statements for the second full financial year of the term.

A candidate to the Management Board must meet all of the following criteria:

he/she has a university degree obtained in Poland or a university degree obtained abroad and recognised in Poland;
he/she has at least five years’ experience working under a contract of employment, including a contract of employment with a cooperative as a member thereof, serving in an elected or appointed position, providing services under other agreement, and/or transacting business as a sole trader;
he/she has at least three years’ experience serving in managerial or independent positions or transacting business as a sole trader;
he/she meets requirements stipulated in applicable laws and regulations, other than the requirements listed above; in particular, he/she is not in breach of any restrictions or prohibitions on serving on the management bodies of commercial-law companies.

No person meeting any of the exclusion criteria specified on the Articles of Association may be considered as a candidate to the Management Board.

The Management Board manages the Company and represents it before third parties.
The Management Board's activities are managed by the President of the Management Board. President’s specific powers are defined by the Rules of Procedure for the Management Board.
If President of the Management Board is suspended from duties or removed from office, or his or her mandate otherwise expires before the end of the Management Board’s term, until new President is appointed or incumbent President resumes his/her duties following suspension, all of President's powers, excluding the casting vote referred to in Article 9.5.2 of the Articles of Association, are exercised by a person appointed acting President of the Management Board pursuant to a Supervisory Board resolution.
Meetings of the Management Board are held on an as-needed basis, but at least once every two weeks.
The Management Board votes on resolutions at meetings or using means of remote communication.
Management Board resolutions are adopted by a simple majority of votes (except for matters specified in the Rules of Procedure for the Management Board), and in the event of a voting tie, the President of the Management Board has the casting vote.
For resolutions to be valid, all members of the Management Board must be notified of the content of the draft resolution and, in the case of resolutions adopted at a meeting, at least half of the Management Board members must be present. In the case of resolutions adopted using means of remote communication, all members of the Management Board must cast their votes within the time limit set by the person conducting the vote.
A Management Board meeting may be held without being formally convened, provided that all Management Board members are present and none of them objects to the holding of the meeting or to the proposed agenda.
A Management Board member is required to inform the other Members of the Management Board of any conflicts of interest which have arisen or may arise, and to abstain from taking the floor when the matter which has given rise to the conflict is being discussed, and abstain from voting on the relevant resolution.

The Supervisory Board assesses any external professional engagements of Management Board members and decides whether to consent to their serving on the supervisory or management bodies of other entities and being compensated for such service.

Management Board

End of current term of office – upon the closing of the Annual General Meeting that approves the financial statements for 2025, i.e. no later than the end of June 2026

As at 31 December 2025:

9 members of the Management Board
Furthermore, Mr. Paweł Wojtunik was appointed in 2026 by the representative of the State Treasury, for the currently ongoing term of office, as a Member of the Management Board, effective as of 16 March 2026

Number of Management Board meetings in 2025: 76
Number of resolutions adopted by the Management Board in 2025: 554
Management Board members’ attendance at meetings: 92,18%

Composition of the ORLEN S.A. Management Board as at the date of authorisation of this Report

Ireneusz Fafara

President of the Management Board, Chief Executive Officer

Witold Literacki

Vice President of the Management Board, Corporate Affairs, and First Deputy President of the Management Board

Sławomir Jędrzejczyk

Vice President of the Management Board, Finance

Robert Soszyński

Vice President of the Management Board, Chief Operating Officer

Ireneusz Sitarski

Vice President of the Management Board, Downstream

Sławomir Staszak

Member of the Management Board, Energy

Wiesław Prugar

Member of the Management Board, Upstream

Marek Balawejder

Member of the Management Board

Marcin Wasilewski

Member of the Management Board, Digital Transformation

Paweł Wojtunik

Member of the Management Board, Security and Risk Management

For information on the current division of powers and responsibilities between members of the Management Board, see the Company’s website at https://www.orlen.pl/en/about-the-company/company/bodies-and-structure/management-board

The following persons also served on the Company’s Management Board in 2025:

Magdalena Bartoś – removed from office by the Supervisory Board with effect at the end of the day on 27 August 2025;
Artur Osuchowski – removed from office by the Supervisory Board with effect at the end of the day on 27 August 2025.

In 2026, Paweł Wojtunik was appointed as member of the Management Board:

for the current term of office from 16 March 2026 – appointed by the Minister of State Assets on behalf of the State Treasury as the Company shareholder;
for the next term of office beginning in the date of the Annual General Meeting that approves the financial statements for 2025 – appointed by the Supervisory Board.

The Management Board does not have any special powers to decide on the issuance or cancellation of Company shares other than powers provided for in the Commercial Companies Code. Decisions on the issuance or cancellation of Company shares are made, and the terms and conditions of such issuance or cancellation are defined, by way of a resolution of the General Meeting.

Supervisory Board

End of current term of office – upon the closing of the Annual General Meeting that approves the financial statements for 2027, i.e. no later than the end of June 2028

As at 31 December 2025:

9 members of the Supervisory Board
7 members of the Supervisory Board met the independence criteria set out in the Company’s Articles of Association

Number of Supervisory Board meetings in 2025: 17
Number of resolutions adopted by the Supervisory Board in 2025: 339
Supervisory Board members’ attendance at meetings: 97,05%
All absences were authorised by the Supervisory Board.

Composition of the ORLEN S.A. Supervisory Board as at 31 December 2025 and as at the date of authorisation of this Report

Przemysław Ciszak

Chair of the Supervisory Board

Aleksander Kappes

Deputy Chair Independent Member of the Supervisory Board