PGNiG: Conditional decision by Polish antitrust authority regarding concentration between PGNiG and PKN ORLEN

Further to Current Report No 40/2021 of October 8th 2021, the Management Board of Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”, the “Company”) announces that on March 16th 2022 it received a conditional decision by the President of the Polish Office of Competition and Consumer Protection (UOKiK) (the “Polish Antitrust Authority”) to approve the intended concentration involving the Company’s merger with PKN ORLEN S.A. (“ORLEN”).

The approval granted by the Polish Antitrust Authority is subject to the condition that PGNiG and ORLEN will implement a remedial measure involving their commitment to sell the controlling interest in the subsidiary Gas Storage Poland sp. z o.o. of Dębogórze (“GSP”) to an independent investor within 12 months from the date of the Company’s merger with ORLEN, within the meaning of Art. 493.2 of the Commercial Companies Code of September 15th 2000. Among the commitments proposed to be made by the Company and ORLEN is the one to execute an agreement, for a period of at least ten years, designating GSP or its legal successor as the operator of the gas fuel storage system owned by the entity formed through the merger of PGNiG and ORLEN. Currently, GSP is the operator of the gas fuel storage system in storage facilities owned by PGNiG.

The public disclosure of information regarding acceptance by the PGNiG Management Board of the proposed remedy commitments and submission to the Polish Antitrust Authority of its own proposals of commitments to be made in connection with the antitrust proceedings was delayed on February 8th 2022 until today 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.