Responses to shareholder questions regarding item on the agenda of theExtraordinary General Meeting of ORLEN S.A. convened for 2 December 2024Regulatoryannouncement no 59/2024 dated 22 November 2024ORLEN S.A.("ORLEN", "Company") provides the following responses to the requestsubmittedby the shareholder, the State Treasury, pursuant to Article428 § 6 of the Commercial Companies Code, regarding item 9 of the agendaof the Extraordinary General Meeting of ORLEN S.A. convenedfor 2December 2024, namely:"9) Consideration of and voting on aresolution to consent to the disposal by the Company of a network ofself-service parcel terminals, comprising an organised part of theCompany's business, through its contribution to a subsidiary of theCompany in payment for shares in the subsidiary's increased sharecapital. "Below are the questions submitted by theshareholder and the responses provided by the Company.1. Whatare the operational and financial benefits of separating the activityrelated to managing the parcel locker network ("the Project") into aseparate company?2. What analytical approach was applied to assessthe profitability of the Project?3. Will all components of theCompany's enterprise (fixed assets, processes, contracts, permits,intellectual property rights, etc.) be transferred to the newlyestablished company, or will some of them continue to be handled byORLEN S.A.? Will the new company own the entire infrastructure relatedto the Project, or will it act solely as the operator of the parcellockers?4. Will the liabilities associated with the Organized Partof the Enterprise also be transferred to the new company?5. Does theCompany plan further development of the parcel locker network, expansionof the offering with additional services, and implementation of newtechnical solutions?6. What is the intended, ultimate effect of therestructuring within the ORLEN Capital Group,as mentioned by theCompany in the justification, with regard to the activity related tomanaging parcel lockers?The Company intends to change theorganizational structure of the activity related to managing the parcellocker network ("APM"), which is currently conducted within the Companyas part of the Parcel Locker Network Department ("APM Activity"). TheAPM Activity consists of a set of tangibleand intangible components,based on which the following functions related to the APM network arecarried out: (i) management, (ii) development and maintenance, (iii)accounting, contract management, and pro-sales activities, and (iv)development and maintenance of IT systems. The degree of functional,organizational, and financial separation of the APM Activity qualifiesit as an organized part of the enterprise ("ZCP"). It represents a setof components capable of functioning as an independent entity conductingstandalone business operations. The planned reorganization involvescontributing the ZCP as a non-cash contribution to cover shares in theincreased share capital of a subsidiary("Acquiring Company"), ofwhich ORLEN S.A. will be the sole shareholder.The transferred APMActivity will include, among other things, fixed assets related to thenetwork operations (including over 6000 parcel lockers, industrialmonitoring systems, office equipment, computers, and passengervehicles), receivables and liabilities, as well as contracts relatedtothe purchase, transportation, installation, servicing, leasing, andmaintenance of parcel lockers, land leases, utility purchases,employment agreements, and consultancy service agreements. Additionally,the planned reorganization will encompass a designated organizationalstructure, human resources, and a managerial position responsible foroverseeing the APM Activity. It is assumed that the Acquiring Companywill remain connected to ORLEN S.A. through selected service agreements(e.g., IT services, administrative services) and a licensing agreementallowing the use of the ORLEN brand.The transfer of the APMActivity within the ORLEN Capital Group does not, in itself,significantly impact the economics of the project, namely thedevelopment of the parcel locker network. However,by separating thisbusiness line, ORLEN will make it an independent entity, broadening therangeof possibilities for its further development and financingmethods. Investment decisions for subsequent phases of network expansionare based on the results of economic analyses and widely appliedprinciples for evaluating investment projects.The Company isconsidering continuing the development of the parcel locker network,expanding its offering with additional services, including collaborationwith startups to implement technical innovations as part of the ORLENSkylight accelerator program.It should be emphasized that, in theCompany's opinion, contributing the parcel locker networkto theAcquiring Company will enable greater utilization of the opportunitiespresented by trends related to the development of the e-commerce marketand customer needs. Continuing the APM Activityin the form of aseparate entity will also facilitate attracting external investor(s) forthis project.See also regulatory announcements: no. 52/2024 andno. 53/2024 dated 30 October 2024, as well as no. 58/2024 dated 12November 2024.