An agreement on cooperation between PKN ORLEN S.A., LOTOS S.A. Group, PGNiG S.A. and the State Treasury concerning taking control over LOTOS S.A. Group and PGNiG S.A. by PKN ORLEN S.A.

PKN ORLEN S.A. (“PKN ORLEN”, “Company”) hereby informs that on 12 May 2021 an agreement on cooperation between PKN ORLEN, LOTOS S.A. Group (“LOTOS Group”), PGNiG S.A. (“PGNiG”) and the State Treasury (“Parties”) concerning taking control over LOTOS Group and PGNiG by PKN ORLEN (“Agreement”) was signed.

According to the Agreement’s provisions the Parties of the Agreement confirmed that on the day of the signing of the Agreement the approved scenario of taking control over LOTOS Group and PGNiG by PKN ORLEN is a merger between PKN ORLEN, LOTOS Group and PGNiG by acquisition pursuant to Article 492.1.1 of the Code of Commercial Companies, in such a way that all the assets of LOTOS Group and PGNiG (the acquired companies) would be transferred to PKN ORLEN (the acquiring company) for shares which would be granted by PKN ORLEN to LOTOS Group and PGNiG shareholders, within one or two separate processes of a merger (“Merger” or “Mergers”, respectively). The State Treasury and PKN ORLEN will be cooperating on the development of analysis, which aim will be the final confirmation of this scenario as optimal from the point of view of the State Treasury.

As a result of the Merger or the Mergers respectively, shareholders of LOTOS Group and PGNiG in exchange for the shares held in the share capitals of LOTOS Group and PGNiG will acquire new shares in increased PKN ORLEN share capital and as of the day of the Merger or the Mergers, respectively, will become PKN ORLEN shareholders.

As a result of the Merger or the Mergers, respectively, including, in particular, acquisition of the assets of LOTOS Group and PGNiG PKN ORLEN, subject to the exceptions resulting from law, will take over rights and liabilities of LOTOS Group and PGNiG respectively through the universal succession.

According to provisions of the Agreement PKN ORLEN will have the leading role at carrying out of the Merger or the Mergers, respectively, as the acquiring company and the Merger or the Mergers, respectively will be conducted in close cooperation of the Parties on the principles set out in the Agreement. 

See also: regulatory announcements: no 26/2018 as of 27 February 2018, no 106/2018 as of 30 November 2018, no 31/2019 as of 3 July 2019, no 34/2019 as of 26 August 2019, no 42/2020 as of 14 July 2020, no 43/2020 as of 14 July 2020, no 44/2020 as of 14 July 2020, no 45/2020 as of 14 July 2020, no 46/2020 as of 23 July 2020, no 49/2020 as of 18 August 2020, no 20/2021 as of 10 May 2021 and no 21/2021 as of 12 May 2021.