Actions initiated to acquire up to 100% of ENERGA S.A. shares

ORLEN S.A. (“Company”) informs that the Company’s Management and Supervisory Boards gave consent to invite all shareholders of ENERGA S.A. to submit offers to sell shares of ENERGA S.A.

The invitation concerns a total of 37 578 474 shares, i.e. which together with the shares of ENERGA S.A.  held by the Company, constitute 100% of all shares of ENERGA S.A.

The invitation does not constitute a public tender offer to subscribe for the sale of shares within the meaning of the Act of 29 July 2005, on public offering, conditions governing the introduction of financial instruments to organised trading and on public companies.

The decision of the Company’s Management and Supervisory Boards taken today also includes option to acquire ENERGA S.A. shares on the regulated market, including block transactions, or outside of the regulated market, starting from 27 November 2025.

The price per one share of ENERGA S.A. proposed in the Invitation is PLN 18,87. The acceptance of sale offers under the Invitation will begin on 1 December 2025, and the process is expected to be completed on 17 December 2025.

The content of the Invitation will be available on the Company’s website: www.orlen.pl.

On 17 November 2025, the Company’s Management Board decided to commence actions aimed at increasing ORLEN’s stake in ENERGA S.A. up to 100% of the share capital. This decision was considered as an inside information, delayed by the Company until the Management Board and Supervisory Board have made a final decision on how to implement the intention. Legal basis: Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council.

On 26 November 2025, the Company’s Management Board approved the Invitation to submit offers to sell shares of ENERGA S.A., including option to acquire ENERGA S.A. shares on the regulated market and OTC transactions. This consent was considered as an inside information, delayed by the Company until the Supervisory Board have made a final decision on this matter. Legal basis: Article 17(4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council.