Orlen acquires Grupa Azoty Polyolefins

ORLEN S.A. (“ORLEN”, “Company”) announces that on 31 March 2026 it concluded a preliminary agreement to acquire all shares of Grupa Azoty Polyolefins S.A. (“GAP”), (“Transaction”). ORLEN currently holds 17,3% shares of GAP.

The Transaction involves acquisition of all GAP shares followed by ORLEN providing financing necessary for the completion of restructuring of GAP, with a total value of PLN 1,35 bn.

Completion of the Transaction is planned for the third quarter of 2026, after:

• GAP completes Proceedings to Conclude a Partial 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;
• All required administrative approvals are obtained.

In addition, the terms of the Transaction provide for earn‑out payments to key creditors participating in the restructuring of GAP, payable after ORLEN has recovered the funds invested in GAP, calculated over a maximum period of 12 years.

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

On 26 March 2026, the Management Board and the Supervisory Board of the Company granted their approvals for the execution of the Transaction. Both decisions were considered as an inside information, the publication of which the Company delayed until the full documentation related to the Transaction was signed, in accordance with Article 17(4) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council.