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Tomasz Sójka leaves the Supervisory Board of Orlen

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Tomasz Sójka resigned from his position as a member of the Supervisory Board of Orlen. The decision will enter into force on February 16, the announcement said. Sójka was appointed to the Orlen supervisory board on February 6 as a candidate proposed by the State Treasury.

“Tomasz Sójka resigned from his position as a member of the supervisory board. The decision will enter into force on February 16,” Orlen reported. On Thursday, the Onet portal wrote, among other things, that Sójka had organized the structures of Poland 2050 in the past, and that, as a lawyer associated with the SMM Legal law firm, he had expressed opinions on the controversial merger of Orlen with Lotos.

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Sójka leaves Orlen’s supervisory board

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“Referring to media articles about me in connection with my appointment as a member of the Orlen supervisory board, I have decided to resign. My historical connections with the SMM law firm, from which I left in 2018, as well as my subsequent social activities in the Polska movement 2050 are publicly known,” Sójka said, quoted in Friday’s press release.

He also mentioned that in January this year the Ministry of State Assets approached him with a proposal to run for a position on the supervisory board. He also noted that during the hearing by the Council for Companies with State Treasury participation, he discussed in detail his competences as a law professor and explained the “nature of historical relations” with the SMM law firm, and ultimately his candidacy was positively assessed, and he was later designated as a candidate for the Supervisory Board of Orlen by the Ministry of State Assets – it represents the State Treasury as a shareholder of Orlen.

“Due to the misunderstandings surrounding me in the media, I decided to resign because the good of the company and its stakeholders requires it. My resignation becomes effective on February 16 due to the need for the Ministry of State Assets to supplement the composition of the supervisory board and the need to ensure uninterrupted operation of the company,” Sójka emphasized.

Hołownia: Orlen is losing an outstanding specialist

Earlier on Friday, the Marshal of the Sejm announced that Sójka, who was previously associated with Polska 2050 and recently became a member of Orlen’s supervisory board, would resign from this function. Szymon Hołowniaalso chairman of Poland 2050.

– I talked to him about it last night and we decided together – he is a really great man – that it would be better for full transparency of the process and so that no one would have any doubts when it comes to state property, that he should resign from this position now. function and the professor has submitted or is submitting such resignation – said Hołownia at a press conference in the Sejm.

He noted that Sójka is “an outstanding world-class specialist, professor of company law and capital market” and was on the supervisory board of Orlen “after the mess the previous team made, and now he has been delegated to the interim management board whose task is to prepare the procedure.”

– At this point, Orlen is losing a truly outstanding specialist who could clean up the mess left behind by these amateurs, but he is doing it (resigning) so that we all feel 200, not 100 percent safe in the fact that when it comes to managing state assets, no one he shouldn’t have any doubts. This is the new standard that we are setting as Poland 2050 – added Hołownia.

As Orlen recalled on Friday, Tomasz Sójka is a professor of legal sciences employed at the Adam Mickiewicz University in Poznań, specializing in company law, capital market and new technologies.

Changes in the Supervisory Board of Orlen

Orlen’s EGM, held in Płock on February 6, changed the company’s supervisory board, dismissing eight people, appointing nine, and electing its new head. During the meeting, Orlen’s shareholders, at the request of the State Treasury, dismissed eight people from the nine-person supervisory board: its chairman, Wojciech Jasiński, former minister of the State Treasury in 2006-2007 and former president of the company in 2015-2018, as well as Andrzej Szumański – vice-chairman and Anna Wójcik – secretary and other members: Andrzej Kapała, Roman Kusz, Anna Sakowicz-Kacz, Barbara Jarzembowska and Jadwiga Lesisz.

After these votes, Orlen’s shareholders decided that the new supervisory board would consist of 10 people. Next, the council members nominated by the State Treasury were elected: Michał Gajdus, Ewa Gąsiorek, Katarzyna Łobos, Kazimierz Mordaszewski, Mikołaj Pietrzak, Ireneusz Sitarski, Tomasz Sójka and Tomasz Zieliński. At the request of the State Treasury, prof. was elected chairman of the supervisory board of Orlen. Wojciech Popiołek. The candidate proposed by Nationale-Nederlanden was not elected to the council OFE Janusz Woźniak – he did not get enough votes.

After Tuesday’s votes at Orlen’s EGM, there were 9 people on the 10-person supervisory board, including the chairman, which meant that there was one seat left to be filled, which – in accordance with the company’s statute – is occupied by a candidate indicated directly by the State Treasury, but does not require is the consent of the remaining shareholders. Orlen’s statute provides that the supervisory board may consist of six to fifteen members, including the chairman. The State Treasury, which represents the entity authorized to exercise rights from shares belonging to it – currently the Ministry of State Assets – has the right to appoint and dismiss one member of the board, and the remaining members are appointed and dismissed by the General Meeting.

After the end of the Orlen EGM, on the same day, February 6, the Orlen supervisory board in its new composition decided to delegate from among its members to the company’s management board, as indicated – as of the following day, Kazimierz Mordaszewski, Tomasz Zieliński and Tomasz Sójka, all of them to the temporary perform the duties of management board members until the appointment of management board members, but for a period not longer than three months.

At the same meeting, the new supervisory board of Orlen dismissed from the management board: Adam Burak, Krzysztof Nowicki and Robert Perkowski, Piotr Sabat and Iwona Waksmundzka-Olejniczak. Józef Wegrecki, who had been there since March 2018, remained on the management board. On the same day, February 6, the Minister of State Assets, on behalf of the shareholder of the State Treasury, appointed Witold Literacki to the management board, and the supervisory board then entrusted him with the function of acting president of the company.

According to Orlen’s statute, the management board may consist of five to eleven members, including the president, vice-presidents and other members, while the management board is appointed and dismissed by the supervisory board, with the exception of one member who is appointed by an entity authorized to exercise rights attached to shares belonging to Orlen. State Treasury – currently the Ministry of State Assets. However, a member of the management board appointed in this manner, as provided for in the company’s statute, is dismissed by the supervisory board.

Data published by Orlen shows that the State Treasury currently holds 49.9 percent. shares of the concern, Nationale – Nederlanden OFE – 5.76 percent, and other shareholders, including institutional and individual – 44.34 percent. shares.

Main photo source: lotus.pl

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