Approval of terms and conditions of bonds issue

PKN ORLEN S.A. (“Company") announces that the Company’s Management Board on 8 December 2020 has decided to issue unsecured, bearer bonds of series C with the total nominal value not higher than PLN 1 000 000 000 (“Bonds”) within the Bond Issue Programme with a limit of PLN 4 000 000 000 or other currencies equivalents of that amount on the base of Agreement for a Bond Issue Programme, signed in Warsaw on 27 November 2006 (with subsequent annexes).

The Bonds will be issued with the following terms and conditions:

- Maximum number of Bonds proposed to be acquired: 10.000;

- Nominal value of one Bond: PLN 100.000;

- Issue price of one Bond: PLN 100.000;

- Maximum total nominal value of Bonds: up to PLN 1.000.000.000;

- Bond issue date: 22 December 2020;

- Redemption date: 22 December 2025;

- Bonds are not secured;

- On the issue day the Bonds will be registered in the Central Securities Depository of Poland;

- Bonds will be introduced to the alternative trading system on the Warsaw Stock Exchange;

- Bonds will be offered for purchase according to art. 33 point 1 of the Polish Act on Bonds as of 15 January 2015 (unified text Journal of Laws 2020 No 1208), in the way that will not require to prepare a prospectus or information memorandum;

- Bonds will be of variable interest rate. The interest rate calculated according to the Bond issue terms and conditions, for all interest periods will be WIBOR 6M increased by margin. The level of margin will depend on rating of ESG agency, i.e. MSCI ESG Research (UK) Limited or another entity that will replace it, which measure the Company’s resilience to material environmental, social and governance (ESG) risks and how well it manage those risks, or alternative ESG rating (“ESG Rating”). The margin for the first interest  period will amount to 90 bp and in the next interest  periods it is possible to add to the margin  5 or 10 bp per annum, respectively, depending on the level of ESG rating admitted according to the Bond issue terms and conditions.

The Company plans to use the financial resources from the Bonds issue for the general corporate purposes, including realization of ESG target, i.e. maintaining by the Company of the ESG rating admitted by the MSCI ESG Research (UK) Limited at the level as of the day of the Bonds issue or achieving of higher rating.

The Company intends to obtain a credit rating for the Bonds.

See also regulatory announcement no 56/2020 dated 28 October 2020, no 103/2018 dated 24 October 2018, no 102/2018 dated 24 October 2018, no 13/2007 dated 20 February 2007 and no 75/2006 dated 27 November 2006.