Agreement between PKN ORLEN S.A., the State Treasury and Grupa LOTOS S.A. in relation to a transaction for the purchase of shares in Grupa LOTOS S.A. by PKN ORLEN S.A. from the State Treasury

PKN ORLEN S.A. ( “Company”) hereby notifies that on 18 August 2020 an agreement was signed between the State Treasury, the Company and Grupa LOTOS S.A. headquartered in Gdansk (“Grupa LOTOS”) in relation to a transaction for the purchase of shares in Grupa LOTOS S.A. by PKN ORLEN S.A. from the State Treasury (the “Agreement”), (“Transaction”), where the Transaction is aimed at taking capital control directly or indirectly over Grupa LOTOS by the Company.

 

The State Treasury and the Company confirmed the intention to conduct the Transaction and indicate that on the day of signing the Agreement scope and structure of the Transaction has not been defined yet. Thus the State Treasury and the Company declared their will to cooperate and continue talks to work them out.

 

The parties also confirmed that Transaction is depends on realization of remedies defined in positive conditional decision of the European Commission on the clearance for the concentration consisting in the Company taking control over Grupa LOTOS  (“Remedies”).

 

The Remedies include structural and behavioural commitments that relate to the structure and policies of the undertakings participating in the concentration, i.e. the Company and Grupa LOTOS. With regard to the above and considering the fact that the Company is responsible for realization of the Remedies, the Company and Grupa LOTOS -  within the frames of general applicable law – will take necessary organizational steps and cooperation in order to realize the Remedies, including enabling the Company to define how to implement the Remedies and current management of its realization on the base of mechanisms agreed between the Company and Grupa LOTOS.

 

Moreover, the Company and Grupa LOTOS - within the frames of general applicable law – committed to cooperate with the State Treasury in consolidation process, in particular providing the State Treasury with information necessary to analyze by the State Treasury the scope of the Remedies and to develop the scope and structure of the Transaction.

 

The Agreement is non-binding and does not create any obligations for the parties with respect to the execution of the Transaction but only defines their common understanding of the anticipated shape of the Transaction and further cooperation in its execution.

 

The Agreement terminates on 31 March 2022.

 

See also: regulatory announcement no 26/2018 dated 27 February 2018, regulatory announcement no 106/2018 dated 30 November 2018, regulatory announcement no 31/2019 dated 3 July 2019, regulatory announcement no 34/2019 dated 26 August 2019, regulatory announcement no 42/2020 dated 14 July 2020 and regulatory announcement no 43/2020 dated 14 July 2020.