Updated non-binding offer to buy all shares of Grupa Azoty Polyolefins

ORLEN S.A. (“ORLEN”, “the Company”) announces that on 12 March 2026, it submitted an updated non-binding offer (“the Offer”) to the remaining shareholders of Grupa Azoty Polyolefins S.A. (“GAP”) and to the GAP financing institutions, for the purchase of all GAP shares. ORLEN currently holds 17,3% shares of GAP.

The Offer is for the acquisition of all GAP shares, including GAP property, free from any encumbrances, on a cash free, debt free basis.

The Offer is non-binding and includes conditions precedent  among others:

·   GAP to conduct formal Proceedings to Conclude an Arrangement (“POZU”) and other out-of-court agreements leading to the repayment of all liabilities and claims in accordance with the reduction resulting from these proceedings and the final settlement of the EPC contract;

·   Agreement of the terms of acquisition of GAP shares by ORLEN under a share sale agreement with all GAP shareholders;

·   Obtaining all corporate and administrative approvals required for the completion of the transaction.

The Offer submitted today by ORLEN is valid until 30 April 2026. Closing of the transaction is expected by 30 June 2026.

The Offer refers to ORLEN providing financing to GAP required to restructuring all liabilities, claims, and to purchase all GAP shares from the remaining shareholders. The total value of the Offer amounts to PLN 1,140 bn. Additionally, the Offer includes an earn-out clause on future positive cashflows of GAP, after ORLEN has recovered the funds invested, within up to 12 years.

The Company’s Offer reflects ORLEN’s 2035 Strategy regarding selective investments in the polymer and petrochemical value chain.