PGNiG: Conclusion of cooperation agreement between PKN ORLEN, Grupa LOTOS, PGNiG and the State Treasury – Minister of State Assets

The Management Board of Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”, the “Company”) announces that on May 12th, 2021 a cooperation agreement was concluded between PKN ORLEN S.A. (“PKN ORLEN”), Grupa LOTOS S.A. (“Grupa LOTOS”), PGNiG and the State Treasury – Minister of State Assets (the "Cooperation Agreement").
The parties to the Cooperation Agreement are the State Treasury, represented by the Minister of State Assets, PKN ORLEN, Grupa LOTOS and PGNiG (the “Parties”). The Cooperation Agreement is a confirmation by the Parties that as at the date of signing the Cooperation Agreement, the adopted scenario for acquisition of control of Grupa LOTOS and PGNiG by PKN ORLEN will involve a merger through acquisition, by PKN ORLEN, of Grupa LOTOS and PGNiG under Art. 492.1.1 of the Commercial Companies Code, in such a way that all assets of Grupa LOTOS and PGNiG (the acquirees) would be transferred to PKN ORLEN (the acquirer) in exchange for shares which PKN ORLEN would issue to Grupa LOTOS and PGNiG shareholders in one or two separate merger processes.
As a result of the merger thus structured the shareholders of Grupa LOTOS and PGNiG will acquire new shares in the increased share capital of PKN ORLEN, in exchange for the shares held in Grupa LOTOS and PGNiG, and will become shareholders in PKN ORLEN as of the merger date.
The Parties will undertake efforts to ensure the proper implementation of the merger process and undertake to cooperate, inter alia, with respect to: drawing up the merger plan, notifying shareholders of the stages of the merger process, obtaining the required corporate approvals, and performing further analyses necessary for the proper execution of the merger.
In reference to the Company's Current Report No. 41/2020 of July 23rd 2020 on conclusion of a cooperation and confidentiality agreement with PKN ORLEN concerning notification of an intended concentration and due diligence process, the Company announces that as at the date of execution of the Cooperation Agreement concentration proceedings are pending before the President of the Office of Competition and Consumer Protection in connection with the planned acquisition of control of PGNiG by PKN ORLEN.
The publication of the information concerning the receipt of the draft Cooperation Agreement and the conducted negotiations aimed at executing the Agreement was delayed on May 7th 2021 until the date of this Current Report, pursuant to Article 17(4) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.