On Monday, Orlen's shareholders will consider a resolution regarding claims for compensation for damage that may have been caused by the company's previous management board under the presidency of Daniel Obajtek. The meeting will be held at the Orlen headquarters in PÅ‚ock.
The agenda of the Orlen Extraordinary General Meeting (EGM) also included draft resolutions regarding consent to transfer the parcel machine network to a subsidiary and changes in the composition of the supervisory board.
Orlen's shareholders will settle the previous management
In the justification for the draft resolution prepared for the EGM regarding the former management board of Orlen, when he was president there Daniel Obajtekthe company noted that investigations are currently underway “into the actions and omissions of former management board members”, which took place in the years 2018 – 2024 and could have caused damage, including significant damage.
Orlen pointed out that the company carries out numerous audits and inspections, “the results of which indicate significant irregularities in the performance of duties” during the period in which members of the former management board held their positions. 13 people were mentioned in this context. Among them, apart from Daniel Obajtek, who was the president of Orlen from February 2018 to February 2024, there were also: Armen Artwich, Adam Burak, Patrycja Klarecka, Zbigniew LeszczyÅ„ski and Krzysztof Nowicki, Robert Perkowski, WiesÅ‚aw Protasewicz, MichaÅ‚ Róg and Piotr Sabat, as well as Jan Szewczak, Iwona Waksmundzka-Olejniczak and Józef Hungarian.
According to Orlen, the actions of these people were to result in damage to the company's property. It was noted that “the course of audits and criminal proceedings indicates cases that may be the source of future claims.” The company explained that in accordance with, among others, with the Commercial Companies Code, the provision regarding such claims requires the adoption of an appropriate resolution by the shareholders. It was emphasized that “the general nature of the resolution will allow the management board to pursue claims regarding any damages that have occurred, even if they were not clearly specified on the date of its adoption, without the need for each time to be approved by the General Meeting.”
According to Orlen, the matters that the claims may concern include: understatement fuel pricesmaking unjustified expenses on the basis of sponsorship and donation agreements, as well as making unjustified representation expenses by members of the management board, making unfavorable decisions regarding property and capital investments, including the purchase of a controlling block of shares in Ruch, as well as making unjustified expenses under contracts for detective services and advisory services and activities related to Orlen Trading Switzerland (OTS).
It was the case of OTS and the transaction that was unfavorable for this company, which – according to the current management of Orlen – led to the need to write down its then consolidated result in the amount of PLN 1.6 billion, was, among others, the reason for not granting discharge to 11 members of the company's management board from 2023, including Daniel Obajtek. This happened during the previous shareholders' meeting during the Ordinary General Meeting convened in June. Resolutions on this matter, voted separately for each member of the former management board, did not cover Zbigniew LeszczyÅ„ski and WiesÅ‚aw Protasewicz, because they had previously sat on Orlen's authorities, before the period covered by this discharge – LeszczyÅ„ski was a member of the management board from 2016 to 2022, and Protasiewicz from 2017 to 2019
Parcel machines, changes in the Orlen council
During Monday's meeting of Orlen's shareholders, a draft resolution will also be considered, which assumes the reorganization of the company's department – the parcel machine network. The change is to consist in making this organized part of the enterprise as a non-cash contribution to cover shares in the increased share capital of the subsidiary, whose sole shareholder will be Orlen. The transferred network activities will include, among others: fixed assetsincluding over 6 thousand parcel machines.
According to Orlen, the continuation of this activity in the form of a separate entity will enable, among others, acquiring an external investor or investors. At the same time, the company declares that it is considering further development of the parcel machine network and expanding its offer to include other services, including in cooperation with startups. This cooperation is to include, for example, the implementation of technical innovations as part of the Orlen Skylight accelerator program.
Moreover, Orlen's EGM will also concern changes in the composition of the supervisory board. The application in this matter was submitted by the shareholders: Nationale-Nederlanden OFEPZU ZÅ‚ota JesieÅ„ OFE and Generali OFE. Then Nationale-Nederlanden OFE proposed as a candidate for the Supervisory Board of Orlen the statutory auditor Ewa SowiÅ„ska, in the years 1996 – 2009 associated with PricewaterhouseCoopers, including sitting on the management board of this company, and since 2009 a partner in ESO Audit.
Currently, Orlen's supervisory board consists of 9 members, with a 10-person composition established during the last shareholder meeting on this matter in June.
Monday's EGM will decide whether this composition will be maintained and therefore supplemented by one person, or whether it will be expanded – which is permissible, because according to the company's statute, the board may consist of from 6 to 15 members – then it would be possible to appoint additional people to the board. .
In this case, as well as when voting on other items on the EGM agenda, it can be expected that the adoption of the draft resolutions will depend primarily on the position of the State Treasury, which is Orlen's largest shareholder. According to data recently published by the company, the State Treasury holds 49.9 percent there. shares, Nationale-Nederlanden OFE – 5.89 percent, and other shareholders, including institutional and individual – 44.21 percent.
The Orlen Extraordinary General Meeting is to begin at the company's Administration Center in PÅ‚ock at ul. Chemists on Monday at 11.
Main photo source: MOZCO Mateusz Szymanski / Shutterstock