PGNiG: Agreeing the merger plan between PKN ORLEN and PGNiG S.A. and the ratio of the shares to be exchanged in connection with such merger

With reference to current reports No. 16/2022 dated 16 March 2022, No. 40/2021 dated 8 October 2021 and No. 18/2021 dated 12 May 2021, the management board of PGNiG S.A. (“PGNiG”, the “Company”) hereby announces that on 29 July 2022 the Company and Polski Koncern Naftowy ORLEN S.A., headquartered in Płock (“PKN ORLEN”), have signed a merger plan (the “Merger Plan”). The Merger Plan assumes that the merger will be conducted on the basis of Art. 492.1.1 of the Polish Code of Commercial Companies, i.e. merger by way of the acquisition of PGNiG (company being acquired) by PKN ORLEN (acquiring company), through the transfer of all of the assets and liabilities of PGNiG to PKN ORLEN in exchange for the shares in PKN ORLEN that will be issued to the shareholders of the Company (the “Merger”). The new shares will be issued through the increase of the share capital of PKN ORLEN (the “Merger Shares”).

PKN ORLEN will make a public offer of the Merger Shares addressed to the shareholders of the Company on the basis of the prospectus approved by the Polish Financial Supervision Authority, in line with Regulation (EU) 2017/1129 of the European Parliament and of the Council as of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJEU L 168, 30.6.2017, p. 12, with amendments).

According to the Merger Plan, the Merger Shares will be issued to the shareholders of the Company in exchange for their shares in the Company in the following proportions: 0.0925 PKN ORLEN share : 1 the Company’s share (the "Share Swap Ratio"). The foregoing means that, in exchange for 1 (one) share in the Company, the shareholders of the Company will receive 0,0925 Merger Shares, with the reservation that the number of allotted shares will be a natural number, while the non-allotted fractions of the Merger Shares resulting from the application of the Share Swap Ratio will be compensated to the shareholders of the Company by way of payouts under the terms set out in the Merger Plan.

The Merger Plan and the other documents published by the Company in connection with the Merger will be available on the Company’s website at the following address: https://en.pgnig.pl/investor-relations/merger-with-pkn-orlen.