No. 23/2022  |  02-06-2022  |  17:18

Disclosure of delayed inside information regarding PKN ORLEN’s Management Board approval of draft of merger plan between PKN ORLEN and Grupa LOTOS


PKN ORLEN S.A. (“Company”) discloses the following inside information, publication of which was delayed on 2 June 2022:


“PKN ORLEN S.A. (“PKN ORLEN”, „Company”) informs that on 2 June 2022 the Company’s Management Board approved the draft of merger plan between PKN ORLEN and Grupa LOTOS S.A. headquartered in Gdańsk (“Grupa LOTOS”) (“Draft of Merger Plan”). The Draft of Merger Plan assumes that the merger will be conducted on the base of Art. 492.1.1 of the Polish Code of Commercial Companies through transfer of all assets and liabilities of Grupa LOTOS (company being acquired) to PKN ORLEN (acquiring company) in exchange for shares which the Company will issue to the shareholders of Grupa LOTOS (“Merger”).


According to the Draft of Merger Plan the Shareholders of Grupa LOTOS, in exchange for their shares in Grupa LOTOS, will be issued the Merger Shares in the following proportions: 1,075 (PKN ORLEN shares): 1 (Grupa LOTOS shares) ("Share Swap Ratio").

The foregoing means that, in exchange for 1 (one) share in Grupa LOTOS, the Shareholders of Grupa LOTOS will receive 1,075 PKN ORLEN shares (Merger Shares), with 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 Grupa LOTOS by way of payouts under the terms set out in the Draft of Merger Plan.


The Draft of Merger Plan is subject to the final agreement with Grupa LOTOS and to signing by the Management Board of PKN ORLEN and the Management Board of Grupa LOTOS.”