Issuance of series C bonds under the medium term bonds programme

ORLEN S.A. ("ORLEN") hereby announces that on 28 January 2025 the Company concluded issue documentation on the series C medium term bonds with the total nominal value of USD 1,250,000,000 (“Bonds”), which will be issued under the medium term bonds programme established on 13 May 2021, updated on 20 January 2025 (global medium term bonds programme, GMTN).

The Bonds will be issued under the following terms and conditions:

-     The total nominal value of Bonds: USD 1,250,000,000;

-     The number of Bonds: 6,250 series C Bonds in registered form;

-     Nominal value of one Bond: USD 200,000;

-     Issue price of one Bond: 98.555%,

-     Maturity date: 30 January 2035;

-     Interest rate of the Bonds - the Bonds will bear fixed rate interest of 6% per annum;

-     The Bonds will not be secured;

-     The planned settlement date for the bonds issue is 30 January 2025. The Bonds will be paid by wire transfer to the Company's account;

-     The Company will apply for the admission of the Bonds to trading on the regulated market of Euronext Dublin.

The proceeds from the issue of the Bonds will be applied for the general corporate purposes, including financing the investment projects arising from ORLEN Strategy 2035.

The subscription for Bonds has been conducted on 23 January 2025 and it has been finished on the same day. The offer was not divided into tranches. The allocation of the Bonds has been made on 23 January 2025 and the settlement of the issue will be conducted on 30 January 2025.

During the subscription period, ca. 206 investors indicated their interest for the Bonds. The final orderbook amounted to more than USD 4,000,000,000, implying 3,3 oversubscription for Bonds. ORLEN allocated the Bonds to 148 investors from 28 countries.

Citigroup Global Markets Europe AG, J.P. Morgan SE, BANCO SANTANDER, S.A., Goldman Sachs Bank Europe SE and SMBC Bank EU AG participated in the preparation of the transaction.

The value of the issue, defined as the number of Bonds which were offered multiplied by the issue price, amounted to USD 1,231,937,500.

Due to the lack of final settlement of the issue costs until the day of this report, ORLEN will prepare and publish a regulatory announcement indicating the issue costs, including the costs by type, after receiving and accepting all invoices from the entities involved in preparing and conducting the offer, no later, however, than within the time required to publish a regulatory announcement with this information.

ORLEN’s costs related to the Bonds offer will be charged to ORLEN’s operating costs.