Agreement of merger plan between PKN ORLEN and PGNiG S.A. and agreement on the ratio of the shares to be exchanged in connection with that merger

PKN ORLEN S.A. (“PKN ORLEN”, „Company”) informs that on 29 July 2022 the Company and Polskie Górnictwo Naftowe i Gazownictwo S.A. headquartered in Warsaw (“PGNiG”) have signed the merger plan (“Merger Plan”). The Merger Plan assumes that merger will be conducted on the base of Art. 492.1.1 of the Polish Code of Commercial Companies, i.e. merger by acquisition of PGNiG (company being acquired) by PKN ORLEN (acquiring company), through transfer of all assets and liabilities of PGNiG to the Company in exchange for shares of the Company that will be issued to the shareholders of PGNiG (“Merger”). The shares will be newly issued through the increase of the Company’s share capital (“Merger Shares”).

The Company will made a public offer of the Merger Shares addressed to the shareholders of PGNiG on the base 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 Shareholders of PGNiG, in exchange for their shares in PGNiG, will be issued the Merger Shares in the following proportions: 0,0925 (PKN ORLEN shares): 1 (PGNiG shares) ("Share Swap Ratio"). The foregoing means that, in exchange for 1 (one) share in PGNiG, the Shareholders of PGNiG will receive 0,0925 Merger Shares, with reservation that the number of allotted Merger 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 PGNiG by way of payouts under the terms set out in the Merger Plan.

The Merger Plan together with the other documents published by the Company in connection with the Merger will be available on the PKN ORLEN’s website under the following address: https://www.orlen.pl/en/investor-relations/merger-with-PGNiG  .

See also: regulatory announcement 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 20/2021 as of 10 May 2021, no 21/2021 as of 12 May 2021, no 22/2021 as of 12 May 2021 and no 11/2022 as of 16 March 2022.