Grupa LOTOS S A : Resolution of the Supervisory Board concerning expressing an opinion on matters submitted for consideration to the General Meeting of Grupa LOTOS Spółka Akcyjna („the Company”) convented for July 20th 2022.

	"Resolution No. 306/XI/2022
	of the Supervisory Board of Grupa LOTOS Spółka Akcyjna
	of June 20th 2022
concerning:	expressing an opinion on matters submitted for consideration to the General
	Meeting of Grupa LOTOS Spółka Akcyjna (the "Company") convened for July 20th
	2022

Whereas:

• on June 2nd 2022, the Company and PKN ORLEN S.A. ("PKN ORLEN") agreed in writing a merger plan (the "Merger Plan"), providing for their merger under Art. 492.1.1 of the Commercial Companies Code through the transfer of all the assets of the Company (the "Acquiree") to PKN ORLEN (the "Acquirer") in consideration for shares to be allotted by PKN ORLEN to Company shareholders (the "Merger");
• under Art. 506.2 and Art. 506.4 of the Commercial Companies Code and under the Company's and PKN ORLEN's Articles of Association, the Merger requires a resolution of the General Meeting of each of the merging companies;
• the Management Board of the Company passed Resolution No. 259/XI/2022 of June 20th 2022 to convene for July 20th 2022 an Extraordinary General Meeting of the Company,

the Company's Supervisory Board, acting pursuant to Art. 13.2.6 of the Company's Articles of Association and Section 2.1.6 of the Rules of Procedure for the Company's Supervisory Board and having considered Management Board's Resolution No. 260/XI/2022 of June 20th 2022, hereby resolves as follows:

Section 1

The Company's Supervisory Board issues a positive opinion on the matters covered by Management Board's Resolution No. 260/XI/2022 of June 20th 2022, to be submitted to the Company's General Meeting convened for July 20th 2022, including in particular the resolution concerning the merger between PKN ORLEN and the Company, an increase in PKN ORLEN's share capital and consent to the proposed amendments to PKN ORLEN's Articles of Association.

Section 2

This Resolution shall become effective as of its date."

7 Members of the Supervisory Board took part in the vote.

7 votes were cast IN FAVOUR of the Resolution;

0 votes were cast AGAINST the Resolution;

0 ABSTENTIONS.

Signatures of Supervisory Board members present at the meeting:

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Beata Kozłowska-Chyła - Chairwoman

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Piotr Ciach - Deputy Chairman	Katarzyna Lewandowska - Secretary

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Dariusz Figura - Member	Katarzyna Maćkowska - Member

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Grzegorz Rybicki - Member	Rafał Włodarski - Member