Grupa Azoty responded to ORLEN’s non-binding offer to buy all shares of Grupa Azoty Polyolefins

ORLEN S.A. (“ORLEN”, “Company”) informs that on 15 December 2025 it received an offer from Grupa Azoty S.A. (“Grupa Azoty”) to sell shares of Grupa Azoty Polyolefins S.A. ("GAP") ("Counteroffer"). The Counteroffer has been submitted in response to the Company’s non-binding offer as of 15 October 2025 to buy all shares of GAP (“Offer”). ORLEN holds currently 17,3% of GAP’s shares.

The Counteroffer presents Grupa Azoty’s position regarding the sale of GAP shares and defines the legal, commercial, and organizational terms for the process of selling these shares, including, in particular, responses to the commercial expectations set out in ORLEN’s Offer.

The Counteroffer 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,

·     Agreement on the terms of GAP shares acquisition by ORLEN in a manner that enables ORLEN to acquire 100% of GAP shares as a result of the transaction,

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

·     Complete corporate and administrative approvals required for transaction finalization.

In the Counteroffer, Grupa Azoty also raised the expectation of establishing an earn-out mechanism, i.e., future conditional payments due from ORLEN to Grupa Azoty ("Earn-Out"). Both the amount of the Earn-Out and the determination of the circumstances in which it will be payable will be specified in the transaction documentation.

The Counteroffer is valid until 31 March 2026, and the completion of the transaction is expected (as in the case of the ORLEN Offer) by 30 June 2026. However, the Counteroffer assumes that the arrangement approval proceedings will be completed by 31 July 2026, and if arrangement proceedings are initiated, they will be concluded by 31 July 2028.

The value of the Counteroffer corresponds to the value of ORLEN’s Offer and amounts to a total of PLN 1.022 billion.

ORLEN will consider the received Counteroffer and will inform about its decisions.

See also: regulatory announcement no 53/2025 as of 15 October 2025.