Non-binding offer to buy all shares of Grupa Azoty Polyolefins

ORLEN S.A. (“ORLEN”, “Company”) informs that on 15 October 2025 it made a non-binding offer to Grupa Azoty S.A. (“Offer”) to buy all shares of Grupa Azoty Polyolefins S.A. (“GAP”). ORLEN holds currently 17,3% of GAP’s shares.

The Offer assumes the purchase of all GAP shares, including GAP assets, cash free debt free.

The Offer is non-binding and subject to the following conditions precedent, among others:

·         Completion of the restructuring proceedings of GAP, conducted by GAP, aimed at repaying all debts and claims according to the agreed reduction and final settlement of the EPC construction contract,

·         Agreement on the terms of GAP shares acquisition by ORLEN within the share purchase agreement with all GAP shareholders,

·         Satisfying for ORLEN, results of GAP due diligence process,

·         Complete corporate and administrative approvals required for transaction finalization.

The Offer made by ORLEN today is valid until 31 December 2025 and finalization of the transaction is expected by 30 June 2026.

The Offer involves ORLEN delivering to GAP financing necessary to proceed with restructuring of all debts, claims and purchasing all GAP shares from the other shareholders. The Offer has been submitted for a total consideration of PLN 1,022 bn.

The submission of the Offer is consistent with ORLEN Strategy 2035 in terms of selective investments in polymers and petrochemicals value chain.