No. 60/2022  |  27-09-2022  |  16:12

The agreement between PKN ORLEN S.A. and the State Treasury regarding planned merger of PKN ORLEN S.A. with PGNiG

PKN ORLEN S.A. (“Company”) informs that on 27 September 2022 there has been signed an agreement between the Company and the State Treasury regarding the planned merger of the Company with Polskie Górnictwo Naftowe i Gazownictwo S.A. headquartered in Warsaw („PGNiG”) (“Agreement”).


The Agreement sets forth the Company’s declarations of intent not constituting a contractual obligation of the Company regarding: (i) realization of the energy policy of Poland to the extent which concerns the diversification of natural gas supply sources and the development of this fuel on the market and (ii) continuation of employment policy towards employees of PGNiG capital group, who will become employees of the Company’s capital group after the merger, assuring proper and safe operating of the workplaces belonging to PGNiG capital group before the merger and also Company’s commitment to continue, after merger of the Company with PGNiG, key investments that are realized or being prepared by PGNiG before the merger, indicated in the Agreement, in the minimum scope specified in the Agreement (“Investment Commitments”).


The Company declared also that after the merger and subject to the exceptions described in the Agreement - in the scope permitted by the generally applicable law and provisions of the Company’s Articles of Association - the strategy undertaken by the Company in the field of extraction, trade and distribution of natural gas will be consistent with the Energy Policy of Poland, which main thesis is to ensure long-term energy security of the Republic of Poland and diversification of natural gas supply sources.


The Agreement is not obligatory except for selected provisions regulating, among others, execution of the Investment Commitments, including the Company’s liability for breach of these obligations.


In case of culpable non-performance or improper performance of legally binding Investment Commitments by the Company and ineffective expiry of the deadlines provided by the parties of the Agreement to develop the recovery plan in order to remove such a state of   non-performance or improper performance of the Investment Commitments, the Company will be obliged to pay contractual penalties to the State Treasury, which are in a precisely defined amount described in the Agreement.


Subject to the exceptions set out in the Agreement, it will remain in force for a period of 10 years from the date of its conclusion and will be automatically extended in the circumstances defined in the Agreement, for the period necessary for realization of the Investment Commitments. The Agreement will enter into force in principle on the date of the merger of the Company with PGNiG, i.e. with the date of entry the merger in the relevant register.


The Company’s Management and Supervisory Boards gave consent for signing of an agreement.


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, no 11/2022  as of 16 March 2022, no 37/2022 as of 29 July 2022, no 46/2022 as of 12 August 2022, no 51/2022 as of 25 August 2022, no 52/2022 as of 25 August 2022, no 53/2022 as of 26 August 2022, no 56/2022 as of 12 September 2022 and 59/2022 as of 27 September 2022.