Registration of Series F shares issued under the public offering in connection with merger of PKN ORLEN and PGNiG and summary of issue of these shares

PKN ORLEN S.A. („Company”) informs that the Central Securities Depository of Poland published an announcement regarding registration of 534 494 124 ordinary bearer Series F shares (“Series F shares”) in the securities depository, under the ISIN code PLPKN0000018 on 18 November 2022, and issued under the public offering in connection with merger between PKN ORLEN and Polskie Górnictwo i Gazownictwo S.A., headquartered in Warsaw (“PGNiG”) (“Merger”). Therefore, the condition of Series F introduction to trading on the Warsaw Stock Exchange Main Market on 18 November 2022 have been fulfilled.

Moreover, the Company provides information about Series F shares:

-        Series F shares will be handed over to the PGNiG shareholders, in connection with the Merger, according to the number of PGNiG shares held as of the reference day i.e., 4 November 2022, based on the share swap ratio: 0,0925 (PKN ORLEN shares): 1 (PGNiG shares),

-        Series F shares will be handed over to the PGNiG shareholders on 18 November 2022,

-        the number of Series F shares, which will be handed over to the PGNiG shareholders, resulted from the share swap ratio as of the reference day, without taking into account the shares vested to the PGNiG shareholders which are subject to sanctions or these for which it cannot be established whether they are exempt from them amounts to 534 206 038,

-        the number of Series F shares, which will not be handed over to the PGNiG shareholders due to their being subject to sanctions or these for which it cannot be established whether they are exempt from them amounts to 261 148,

-        the number of Series F shares which will not be handed over due to use of the share swap ratio amounts to 26 938.

The Company indicates that Series F shares for PGNiG shareholders which are subject to sanctions imposed in connection with aggression of Russia on Ukraine and participation of Belarus in it, or these for which it cannot be established whether they are exempt from above mentioned sanctions were registered on the securities account kept for the Company and were blocked according to the instruction submitted by the Company. Series F shares, referred to in the preceding sentence, will be registered on the securities accounts kept for these shareholders, after establishing by entities keeping securities accounts, grounds for exemption from the above-mentioned sanctions and delivering to the Company of statements of these entities stating these circumstances. In the matters set out above the shareholders should directly contact entities keeping their securities accounts.

Due to lack of final settlement of the costs of the issue as of the date of this report PKN ORLEN will prepare and publish a separate regulatory announcement regarding the final costs of the issue.

See also: regulatory announcement no 72/2022 as of 2 November 2022, no 74/2022 as of 4 November, no 78/2022 as of 10 November 2022 and no 79/2022 as of 16 November 2022.