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PKN Orlen S.A.

Interim / Quarterly Report Aug 21, 2025

5770_rns_2025-08-21_bc5ebbff-1ec9-455f-a2d7-a0db2b700a87.pdf

Interim / Quarterly Report

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ORLEN GROUP

CONSOLIDATED INTERIM REPORT

ORLEN GROUP – SELECTED DATA

PLN million
6 MONTHS
ENDED
30/06/2025
PLN million
6 MONTHS
ENDED
30/06/2024
(restated data)
EUR million
6 MONTHS
ENDED
30/06/2025
EUR million
6 MONTHS
ENDED
30/06/2024
(restated data)
Revenue 134,194 151,842 31,793 35,223
EBITDA 17,008 12,098 4,030 2,806
EBITDA before net impairment losses 19,901 13,337 4,715 3,094
EBIT 10,170 5,240 2,409 1,216
Profit before tax
Net profit before net impairment losses
9,704
8,825
5,598
4,063
2,299
2,091
1,299
942
Net profit 5,932 2,824 1,405 655
Net comprehensive income 6,037 661 1,430 153
Net profit attributable to owners of the parent 5,846 2,798 1,385 649
Net profit attributable to owners of the parent 5,960 638 1,412 148
Net cash provided by operating activities 26,231 17,633 6,214 4,091
Net cash (used in) investing activities (13,255) (16,716) (3,140) (3,878)
Net cash provided by/(used in) financing activities 1,657 (3,620) 393 (840)
Net increase/(decrease) in cash 14,633 (2,703) 3,467 (627)
Earnings per share and diluted earnings per share
attributable to owners of the parent (PLN/EUR per share) 5.04 2.41 1.19 0.56
30/06/2025 31/12/2024 30/06/2025 31/12/2024
(restated data) (restated data)
Non-current assets 190,174 186,761 44,833 43,707
Current assets 75,160 67,777 17,718 15,862
Total assets 265,334 254,538 62,551 59,569
Share capital 1,974 1,974 465 462
Equity attributable to owners of the parent 144,694 145,700 34,111 34,098
Total equity 145,760 146,689 34,362 34,329
Non-current liabilities 54,235 48,293 12,786 11,302
Current liabilities 65,339 59,556 15,403 13,938
Number of shares 1,160,942,049 1,160,942,049 1,160,942,049 1,160,942,049
Book value and diluted book value per share attributable
to owners of the parent (PLN/EUR per share) 124.63 125.50 29.38 29.37

ORLEN – SELECTED DATA

PLN million
6 MONTHS
ENDED
30/06/2025
PLN million
6 MONTHS
ENDED
30/06/2024
(restated
EUR million
6 MONTHS
ENDED
30/06/2025
EUR million
6 MONTHS
ENDED
30/06/2024
(restated
data) data)
Revenue
EBITDA
87,411
5,136
102,514
470
20,710
1,217
23,780
109
EBITDA before net impairment losses
Operating profit/(loss) (EBIT)
7,236
2,930
1,666
(1,620)
1,714
694
386
(376)
Profit before tax
Net profit before net impairment losses
2,751
4,526
1,016
3,660
652
1,072
236
849
Net profit 1,739 1,140 412 264
Net comprehensive income 1,918 (459) 454 (106)
Net cash provided by operating activities
Net cash provided by investing activities
9,374
2,395
1,332
87
2,221
567
309
20
Net cash provided by/(used in) financing activities
Net increase/(decrease) in cash
7,562
19,331
(2,636)
(1,217)
1,792
4,580
(611)
(282)
Earnings per share and diluted earnings per share
(PLN/EUR per share)
1.50 0.98 0.36 0.23
30/06/2025 31/12/2024
(restated
data)
30/06/2025 31/12/2024
(restated
data)
Non-current assets 148,886 151,669 35,100 35,495
Current assets
Total assets
59,731
208,617
45,454
197,123
14,081
49,181
10,637
46,132
Share capital
Total equity
1,974
132,895
1,974
137,943
465
31,330
462
32,282
Non-current liabilities
Current liabilities
20,663
55,059
18,832
40,348
4,871
12,980
4,407
9,444
Number of shares 1,160,942,049 1,160,942,049 1,160,942,049 1,160,942,049
Book value and diluted book value per share
(PLN/EUR per share)
114.47 118.82 26.99 27.81

The above financial data for the six-month periods ended 30 June 2025 and 30 June 2024 have been translated into EUR using the following methodology:

− items of the statement of profit or loss and other comprehensive income and the statement of cash flows have been translated using an exchange rate calculated as the arithmetic mean of the average rates published by the National Bank of Poland on the final day of each month in the relevant reporting periods: from 1 January to 30 June 2025 – EUR/PLN 4.2208; and from 1 January to 30 June 2024 – EUR/PLN 4.3109;

− items of assets and liabilities have been translated using the average exchange rate published by the National Bank of Poland as at 30 June 2025 – EUR/PLN 4.2419, and as at 31 December 2024 – EUR/PLN 4.2730.

A. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENT PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL
REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION7
Consolidated statement of profit or loss and other comprehensive income 7
Consolidated statement of financial position8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 9
Consolidated statement of cash flows10
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS11
1. Principal business of the ORLEN Group11
2. Accounting policies adopted in preparing the interim condensed consolidated financial statements 11
2.1. Compliance statement and general basis of preparation 11
2.2. Accounting policies and amendments to International Financial Reporting Standards (IFRS) 11
2.3. Functional currency and presentation currency of the financial statements and accounting policies for translating
the financial statements of foreign operations 17
2.4. Seasonality and cyclicality of the ORLEN Group's operations 17
3. Financial position and structure of the ORLEN Group 17
3.1. Factors having a significant impact on the interim condensed consolidated financial statements 17
3.2. Organisation and structure of the ORLEN Group 20
3.3.
4.
Accounting for business combinations in accordance with IFRS 3 Business Combinations 26
Segment data27
5. Other notes32
5.1. Revenue 32
5.2. Operating expenses 36
5.3. Impairment of property, plant and equipment, intangible assets, goodwill and right-of-use assets 37
5.4. Other income and expenses 40
5.5. Finance income and costs 41
5.6. Effective tax rate 42
5.7. Goodwill 42
5.8. Investments in joint arrangements and associates 43
5.9. Borrowings, bonds 46
5.10. Derivatives and other assets and liabilities 48
5.11. Provisions 50
5.12. Fair value measurement methods (fair value hierarchy) 50
5.13. Future commitments under signed investment contracts 51
5.14. Issuance and redemption of debt securities 51
5.15. Dividend for 2024 51
5.16. Claims, litigation and other contingent liabilities 52
5.17. Related-party transactions 54
5.18. Excise duty guarantees 55
5.19. Credit guarantees or other guarantees issued by the Parent or its subsidiaries to a single entity or that entity's
subsidiary, where the total value of such guarantees is material 55
5.20. Events after the reporting date 56
B. INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING
STANDARDS AS ENDORSED BY THE EUROPEAN UNION58
Separate statement of profit or loss and other comprehensive income 58
Separate statement of financial position 59
Separate statement of changes in equity 60
Separate statement of cash flows61
NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS62
1. PRINCIPAL BUSINESS OF ORLEN 62
2. Accounting policies adopted in preparing the interim condensed separate financial statements 62
2.1. Compliance statement and general basis of preparation 62
2.2. Accounting policies and amendments to International Financial Reporting Standards ('IFRSs') 63
2.3. Functional currency and presentation currency 65
2.4. Seasonality and cyclicality of ORLEN's operations in the reporting period 65
3. ORLEN's financial position and business combination accounting 65
3.1. Factors having a significant impact on the interim condensed separate financial statements 65
4. Segment data68
5. Other notes72
5.1. Revenue 72
5.2. Operating expenses 75
5.3. Impairment of property, plant and equipment, intangible assets, right-of-use assets, and shares in subsidiaries and
joint arrangements 76
5.4. Other income and expenses 78
5.5. Finance income and costs 79
5.6. Effective tax rate 80
5.7. Borrowings, bonds 80
5.8. Derivatives and other assets and liabilities 81
5.9. Provisions 82
5.10. Fair value measurement methods (fair value hierarchy) 82

5.11. Future commitments under signed investment contracts 83
5.12. Issuance and redemption of debt securities 83
5.13. Dividend for 2024 84
5.14. Claims, litigation and other contingent liabilities 84
5.15. Related-party transactions 86
5.16. Excise duty guarantees 87
5.17. Credit guarantees or other guarantees issued by ORLEN to a single entity or that entity's subsidiary, where the total
value of such guarantees is material 88
5.18. Events after the reporting date 88
C. DIRECTORS' REPORT ON THE OPERATIONS OF THE ORLEN GROUP90
1. Financial position90
1.1. Key drivers of LIFO-based EBITDA (operating profit before depreciation and amortisation with LIFO inventory
valuation) 90
1.2. Significant events between 1 January 2025 and the date of this financial report 92
1.3. Material risk factors affecting current and future financial results 95
1.4. Hedge accounting 95
2. Future development of the ORLEN Group 96
3. Other information 98
3.1. Composition of the Management Board and the Supervisory Board 98
3.2. Shareholders holding directly or indirectly through subsidiaries at least 5% of the total voting rights at the Parent's
General Meeting as of the date of this report 98
3.3. Changes in holdings of ORLEN shares by members of the Management Board and the Supervisory Board 99
3.4. Position of the Management Board on the feasibility of published financial forecasts for the year 99
D. STATEMENTS OF THE MANAGEMENT BOARD100

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX AND THREE MONTHS ENDED 30 JUNE

2025

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

Consolidated statement of profit or loss and other comprehensive income

NOTE 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Revenue 5.1 134,194 60,659 151,842 69,510
Cost of sales 5.2 (111,964) (51,160) (135,273) (63,485)
Gross profit 22,230 9,499 16,569 6,025
Selling expenses (6,736) (3,472) (7,230) (3,515)
General and administrative expenses (3,160) (1,532) (2,894) (1,358)
Other income 5.4 3,501 2,235 1,792 1,133
Other expenses 5.4 (5,550) (3,350) (2,925) (1,319)
(Impairment loss)/reversal of impairment loss on
trade receivables (including interest on trade
receivables)
12.13 (115) (30) (72) 6
Operating profit 10,170 3,350 5,240 972
Share of profit/(loss) of investees accounted for
using the equity method
13.3 251 (36) 215 252
Finance income 5.5 811 387 799 285
Finance costs 5.5 (1,140) (556) (595) (409)
Net finance income/(costs) (329) (169) 204 (124)
Impairment (loss)/reversal of loss on
other financial assets
12.13 (388) (59) (61) (30)
Profit before tax 9,704 3,086 5,598 1,070
Income tax 12.14 (3,772) (1,478) (2,774) (1,044)
Net profit 5,932 1,608 2,824 26
Other comprehensive income:
that will not be reclassified to profit or loss
actuarial gains and losses
gains and losses on equity instruments
measured at fair value through
other comprehensive income
deferred tax
that will be reclassified to profit or loss
cash flow
hedge derivatives
cost of hedging
exchange differences on translation of
foreign operations
share of other comprehensive income
of investees accounted for using the equity
method
income tax
13.11.2
12.14
15.4
15.4
12.14
(292)
(106)
(253)
67
397
797
(163)
(117)
-
(120)
105
(33)
(32)
(8)
7
486
343
67
154
-
(78)
453
17
6
14
(3)
(2,180)
(1,749)
(410)
(439)
8
410
(2,163)
32
48
(1)
(15)
41
(732)
366
335
4
68
73
Net comprehensive income 6,037 2,061 661 99
Net profit attributable to
owners of the parent
non-controlling interests
5,932
5,846
86
1,608
1,567
41
2,824
2,798
26
26
20
6
Net comprehensive income attributable to 6,037 2,061 661 99
owners of the parent 5,960 2,021 638 92
non-controlling interests 77 40 23 7
Earnings per share attributable to owners of the
parent (PLN per share)
basic
5.04 1.35 2.41 0.02
diluted 5.04 1.35 2.41 0.02

Consolidated statement of financial position

NOTE 30/06/2025
(unaudited)
31/12/2024
(restated data)
ASSETS
Non-current assets
Property, plant and equipment 13.1 143,570 141,714
Intangible assets and goodwill 13.2 12,982 11,289
Right-of-use assets 16.2.1 15,139 13,929
Investments accounted for using the equity method 5.8 2,206 1,969
Deferred tax assets
12.14.2
1,971 2,048
Mandatory stocks 13.5.1 9,956 11,033
Derivatives 5.10 1,546 1,489
Other assets 5.10 2,804 3,290
190,174 186,761
Current assets
Inventories
13.5.1 17,816 21,162
Trade and other receivables 13.5.2 27,326 31,067
Income tax receivables 439 786
Cash 13.6 25,569 11,042
Derivatives 5.10 1,762 1,543
Assets classified as held for sale 104 152
Other assets 5.10 2,144 2,025
75,160 67,777
Total assets 265,334 254,538
EQUITY AND LIABILITIES
EQUITY
Share capital 13.9.1 1,974 1,974
Share premium 13.9.2 46,405 46,405
Other components of equity 13.9.3 496 303
Retained earnings 13.9.4 95,819 97,018
Equity attributable to owners of the parent 144,694 145,700
Equity attributable to non-controlling interests 13.9.5 1,066 989
Total equity 145,760 146,689
LIABILITIES
Non-current liabilities
Borrowings, bonds
5.9 18,302 14,979
Provisions 5.11 11,365 11,342
Deferred tax liabilities
12.14.2
11,102 10,744
Derivatives 5.10 409 225
Lease liabilities 16.2.1 10,960 9,925
Other liabilities 5.10 2,097 1,078
54,235 48,293
Current liabilities
Trade and other payables 13.5.3 44,068 40,343
Lease liabilities 16.2.1 1,550 1,470
Contract liabilities 13.5.4 1,687 1,771
Borrowings, bonds 5.9 1,784 3,167
Provisions 5.11 11,028 8,272
Current tax liabilities 2,232 2,873
Derivatives 5.10 677 926
Other liabilities 5.10 2,313 734
65,339 59,556
Total liabilities 119,574 107,849
Total equity and liabilities 265,334 254,538

Consolidated statement of changes in equity

Share
capital
Share
premium
Other
components
Retained
earnings
Equity
attributable to
Equity
attributable to
Total
equity
of equity hedging
reserve
cost of
hedging
revaluation
surplus
exchange
differences
on
owners of the
parent
non-controlling
interests
translation
of foreign
operations
01/01/2025 1,974 46,405 303 976 533 (7) (1,199) 97,018 145,700 989 146,689
Net profit - - - - - - - 5,846 5,846 86 5,932
Components of other
comprehensive income
- - 193 647 (133) (204) (117) (79) 114 (9) 105
Net comprehensive income - - 193 647 (133) (204) (117) 5,767 5,960 77 6,037
Dividends - - - - - - - (6,966) (6,966) - (6,966)
30/06/2025 1,974 46,405 496 1,623 400 (211) (1,316) 95,819 144,694 1,066 145,760
(unaudited)
01/01/2024 1,974 46,405 3,587 2,905 862 (1) (179) 100,358 152,324 1,098 153,422
Net profit - - - - - - - 2,798 2,798 26 2,824
Components of other - - (2,177) (1,416) (333) 11 (439) 17 (2,160) (3) (2,163)
comprehensive income
Net comprehensive income - - (2,177) (1,416) (333) 11 (439) 2,815 638 23 661
Sale of treasury shares - - - - - - - - - - -
Change in equity interests - - - - - - - 28 28 (28) -
Dividends - - - - - - - (4,818) (4,818) - (4,818)
30/06/2024 1,974 46,405 1,410 1,489 529 10 (618) 98,383 148,172 1,093 149,265

(unaudited)

(restated data)

Consolidated statement of cash flows

NOTE 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Cash flows from operating activities
Profit before tax 9,704 3,086 5,598 1,070
Adjustments for:
Share of profit/(loss) of investees
accounted for using the equity method 13.3 (251) 36 (215) (252)
Depreciation and amortisation 5.2 6,838 3,491 6,858 3,502
Foreign exchange (gains)/losses 14.1 (384) (107) (101) 15
Net interest 14.2 338 140 219 101
Loss on investing activities 14.3 3,282 1,569 1,218 483
Change in provisions 14.4 3,701 1,474 2,949 933
Change in working capital 13.5 6,760 2,414 10,806 5,511
inventories 3,330 (1,136) 2,843 1,173
receivables
liabilities
4,156
(726)
4,469
(919)
8,188
(225)
3,752
586
Other adjustments, including: 14.5 (138) 232 (6,822) (4,510)
settlement of grant for energy rights (1,242) (653) (1,303) (693)
collateral and margin deposits 5.9 (247) (269) (602) 84
derivatives 653 650 (1,523) (479)
mandatory stocks 894 710 (2,107) (2,423)
change in assets and liabilities arising from
contracts measured at the date of completion (21) (9) (1,032) (420)
of the purchase price allocation
Income tax (paid) 14.6 (3,619) (1,846) (2,877) (890)
Net cash provided by operating activities 26,231 10,489 17,633 5,963
Cash flows from investing activities
Acquisition of property, plant and equipment, (13,130) (6,329) (14,941) (6,670)
intangible assets, and right-of-use assets
Payments to obtain control of subsidiaries and 14.8 (87) (88) (1,930) (378)
businesses, net of cash acquired
Other
Net cash provided by/(used in) investing
(38) (52) 155 110
activities (13,255) (6,469) (16,716) (6,938)
Cash flows from financing activities
Proceeds from borrowings 13.8.1 3,977 2,397 3,998 2,015
Repayment of borrowings 13.8.1 (6,748) (812) (6,185) (1,369)
Proceeds from issuance of bonds 13.8.1 4,982 - - -
Repayment of bonds 13.8.1 - - (105) (82)
Interest paid on borrowings and bonds 14.2, 13.8.1 (260) (150) (230) (105)
Interest paid on lease liabilities 14.2, 13.8.1 (271) (114) (245) (136)
Repayment of lease liabilities 13.8.1 (923) (345) (860) (334)
Proceeds from government grants 996 975 93 70
Other (96) (61) (86) (30)
Net cash (used in) financing activities 1,657 1,890 (3,620) 29
Net increase/(decrease) in cash 14,633 5,910 (2,703) (946)
Effect of exchange rate changes on cash (106) 24 (147) (36)
Cash at beginning of period 11,042 19,635 13,282 11,414
Cash at end of period 13.6 25,569 25,569 10,432 10,432
including restricted cash 13.6 824 824 763 763

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Principal business of the ORLEN Group

The Parent of the ORLEN Group (the 'Group', 'ORLEN Group') is ORLEN S.A. ('ORLEN', the 'Company', the 'Parent'), with its registered office in Płock, ul. Chemików 7.

The ORLEN Group is a modern multi-utility group whose operations focus primarily on:

• exploration for and production of hydrocarbons;

  • wholesale of crude oil and natural gas;
  • refining and petrochemical production, with an increasing use of renewable feedstocks and recycling, and wholesale of refined and petrochemical products;
  • generation of electricity and heat, with ongoing development of modern, low-emission power generation assets, including investment in gas-fired power generation and renewable energy sources such as wind farms and solar power plants;
  • distribution of electricity and natural gas, and electricity trading;
  • retail sale of fuels, electricity and natural gas, and provision of other services to retail customers and households, with a focus on the development of modern retail solutions, including e-mobility infrastructure, digitalisation of services, and the VITAY loyalty programme.

The ORLEN Group is consistently strengthening its position as a leader of innovative energy transition, combining business development with environmental responsibility and the delivery of sustainable value growth for its shareholders.

2. Accounting policies adopted in preparing the interim condensed consolidated financial statements

2.1. Compliance statement and general basis of preparation

These interim condensed consolidated financial statements of the ORLEN Group have been prepared in accordance with the requirements of IAS 34 Interim Financial Reporting and with the Regulation of the Minister of Finance of 29 March 2018 on current and periodic information to be disclosed by issuers of securities and the conditions for recognising as equivalent information required under the laws of a non-member state. The statements present the financial position of the ORLEN Group as at 30 June 2025 and 31 December 2024, its financial performance, and its cash flows for the six- and three-month periods ended 30 June 2025 and 30 June 2024.

These statements have been prepared on the assumption that the Group will continue in operation as a going concern for the foreseeable future.

In assessing the appropriateness of the going concern assumption, the Management Board considered both financial and operational risks, in particular the potential effects of factors that may materially influence the Group's future results, including changes in the macroeconomic environment in Europe and globally, among others as a consequence of the continuing Russian aggression against Ukraine, conflicts in the Middle East, and the policy directions of the current United States administration.

The Management Board also reviewed key financial indicators of the Group, including liquidity, indebtedness, profitability and turnover ratios. This analysis confirmed the Group's sound financial condition.

As at the date of authorisation of these interim condensed consolidated financial statements for issue, there are no circumstances identified that would indicate any threat to the Group's ability to continue as a going concern.

The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments, investment property measured at fair value, and financial assets measured at fair value. These interim condensed consolidated financial statements, except for the consolidated statement of cash flows, have been prepared on the accrual basis of accounting.

2.2. Accounting policies and amendments to International Financial Reporting Standards (IFRS)

2.2.1. Accounting policies

In these interim condensed consolidated financial statements, the significant accounting policies applied by the Group and the material amounts determined using judgements and estimates were the same as those described in the respective notes to the 2024 Consolidated Financial Statements, except for the changes described below.

As part of the process begun in 2024 to develop a standardised financial reporting model, the Group made further changes in 2025. In addition to the accounting policy changes implemented in 2024 (see Note 4.1 to the 2024 Consolidated Financial Statements), the Group has changed the presentation of measurement and settlement effects for derivative instruments that hedge foreign exchange risk but do not qualify for hedge accounting. Previously, the effects of measuring and settling such derivative instruments were presented within

finance income and finance costs. With effect from 1 January 2025, those effects are presented in line with the nature of the hedged exposure.

The impact of the above changes on comparative data is set out in Note 2.2.2.

Additionally, in early 2025 the Group presented its updated strategy to 2035, 'Energy of Tomorrow Starts Today', which establishes strategic priorities across four key operating segments:

  • Upstream & Supply,
  • Downstream,
  • Energy,
  • Consumers & Products.

Consequently, the Group made a corresponding change to the presentation of operating segments in its reporting. The new segments reflect the current management model, which has been in place since 2025 and is aligned with key market trends and the Group's decision-making structure. Disclosures concerning the operating segments, including a description of the new segments and financial information allocated to each segment, are set out in Note 4.

In the Group's opinion, the changes to accounting policies referred to above will provide more useful and reliable information, enabling a better reflection of the Group's operating results and performance. These changes were introduced primarily to increase the usefulness, transparency, clarity and comparability of the Group's financial statements. In the Group's view, they address investor needs and are consistent with market practice observed among other global multi-utility groups.

2.2.2. Restatement of comparative data

Following completion of the acquisition accounting for System Gazociągów Tranzytowych EUROPOL GAZ S.A. (with final accounting presented in the Q3 2024 Consolidated Quarterly Report) and determination of the final fair values of acquired assets and assumed liabilities, the Group has restated certain revenue and cost items for the six- and three-month periods ended 30 June 2024.

Additional information on the final accounting for the above transaction is provided in Note 7.3.2.3 to the Consolidated Financial Statements for 2024.

In the current reporting period, the Group analysed the VAT balances presented in the statement of financial position. The Group concluded that, where an enforceable legal right of set-off exists and the balances relate to VAT levied by the same tax authority on the same taxpayer, the related VAT assets and VAT liabilities should be offset. Accordingly, the Group made an appropriate presentation adjustment as at 31 December 2024.

As at 31 December 2024, one of the Group companies had breached a covenant under a long-term loan agreement; accordingly, the liability was reclassified and presented as current. Further information is provided in Note 5.8.

In addition, the Group restated comparative data to reflect the changes in accounting policies described in Note 2.2.1.

Detailed information is set out in the tables below.

(PLN million)

6 MONTHS
ENDED
30/06/2024
(unaudited)
(published
data)
Final
accounting for
business
combinations
Changes in
accounting
policies
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Revenue 151,842 - - 151,842
Cost of sales (135,337) 64 - (135,273)
Gross profit 16,505 64 - 16,569
Selling expenses (7,230) - - (7,230)
General and administrative expenses (2,894) - - (2,894)
Other income 1,579 - 213 1,792
Other expenses (2,685) - (240) (2,925)
(Impairment loss)/reversal of impairment loss on trade
receivables (including interest on trade receivables)
(66) (1) (5) (72)
Share of profit/(loss) of investees accounted for using
the equity method
215 - (215) -
Operating profit 5,424 63 (247) 5,240
Share of profit/(loss) of investees accounted for using
the equity method
- - 215 215
Finance income 883 - (84) 799
Finance costs (707) 1 111 (595)
Net finance income/(costs) 176 1 27 204
Impairment (loss)/reversal of loss on
other financial assets
(66) - 5 (61)
Profit before tax 5,534 64 - 5,598
Income tax (2,773) (1) - (2,774)
Net profit 2,761 63 - 2,824
Net profit attributable to 2,761 63 - 2,824
owners of the parent 2,735 63 - 2,798
non-controlling interests 26 - - 26
Net comprehensive income attributable to 599 62 - 661
owners of the parent 576 62 - 638
non-controlling interests 23 - - 23
Earnings per share and diluted earnings per share
attributable to owners of the parent (PLN per share)
2.36 0.05 - 2.41

(PLN million)

3 MONTHS
ENDED
30/06/2024
(unaudited)
(published
data)
Final
accounting for
business
combinations
Changes in
accounting
policies
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Revenue 69,510 - - 69,510
Cost of sales (63,543) 58 - (63,485)
Gross profit 5,967 58 - 6,025
Selling expenses (3,515) - - (3,515)
General and administrative expenses (1,359) 1 - (1,358)
Other income 977 - 156 1,133
Other expenses (1,276) - (43) (1,319)
(Impairment loss)/reversal of impairment loss on trade
receivables (including interest on trade receivables)
10 (1) (3) 6
Share of profit/(loss) of investees accounted for using
the equity method
252 - (252) -
Operating profit 1,056 58 (142) 972
Share of profit/(loss) of investees accounted for using
the equity method
- - 252 252
Finance income 363 - (78) 285
Finance costs (374) - (35) (409)
Net finance income/(costs) (11) - (113) (124)
Impairment (loss)/reversal of loss on
other financial assets
(33) - 3 (30)
Profit before tax 1,012 58 - 1,070
Income tax (1,046) 2 - (1,044)
Net profit (34) 60 - 26
Net profit attributable to (34) 60 - 26
owners of the parent (40) 60 - 20
non-controlling interests 6 - - 6
Net comprehensive income attributable to 40 59 - 99
owners of the parent 33 59 - 92
non-controlling interests 7 - - 7
Earnings per share and diluted earnings per share
attributable to owners of the parent (PLN per share)
(0.03) 0.05 - 0.02
6 MONTHS
ENDED
30/06/2024
(unaudited)
(published data)
Final accounting for
business combinations
Changes in
accounting
policies and
other
presentation
adjustments
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Cash flows from operating activities
Profit before tax 5,534 64 - 5,598
Adjustments for:
Depreciation and amortisation 6,848 10 - 6,858
Loss on investing activities 1,218 - - 1,218
Change in provisions 3,024 (75) - 2,949
Change in working capital 8,699 - 2,107 10,806
inventories 736 - 2,107 2,843
receivables 8,450 - (262) 8,188
liabilities (487) - 262 (225)
Other adjustments (4,717) 2 (2,107) (6,822)
mandatory stocks - - (2,107) (2,107)
Income tax (paid) (2,876) (1) - (2,877)
Net cash provided by operating
activities
17,633 - - 17,633

(PLN million)

3 MONTHS
ENDED
30/06/2024
(unaudited)
(published data)
Final accounting for
business combinations
Changes in
accounting
policies and
other
presentation
adjustments
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Cash flows from operating activities
Profit before tax 1,012 58 - 1,070
Adjustments for: -
Depreciation and amortisation 3,486 16 - 3,502
Loss on investing activities 483 - - 483
Change in provisions 1,007 (74) - 933
Change in working capital 3,089 (1) 2,423 5,511
inventories (1,250) - 2,423 1,173
receivables 3,721 - 31 3,752
liabilities 618 (1) (31) 586
Other adjustments (2,089) 2 (2,423) (4,510)
mandatory stocks - - (2,423) (2,423)
Income tax (paid) (889) (1) - (890)
Net cash provided by operating
activities
5,963 - - 5,963

0

(PLN million)

31/12/2024
(published data)
Other
presentation
changes
31/12/2024
(restated data)
ASSETS
Non-current assets
Property, plant and equipment 141,714 - 141,714
Intangible assets and goodwill 11,289 - 11,289
Right-of-use assets 13,929 - 13,929
Investments accounted for using the equity method 1,969 - 1,969
Deferred tax assets 2,048 - 2,048
Mandatory stocks 11,033 - 11,033
Derivatives 1,489 - 1,489
Other assets 3,290 - 3,290
186,761 - 186,761
Current assets
Inventories 21,162 - 21,162
Trade and other receivables 31,897 (830) 31,067
Income tax receivables 786 - 786
Cash 11,042 - 11,042
Derivatives 1,543 - 1,543
Assets classified as held for sale 152 - 152
Other assets 2,025 - 2,025
68,607 (830) 67,777
Total assets 255,368 (830) 254,538
EQUITY AND LIABILITIES
Equity
Share capital
Share premium
Other components of equity
1,974
46,405
303
-
-
-
1,974
46,405
303
Retained earnings 97,018 - 97,018
Equity attributable to owners of the parent 145,700 - 145,700
Equity attributable to non-controlling interests 989 - 989
Total equity 146,689 - 146,689
Non-current liabilities
Borrowings, bonds 15,091 (112) 14,979
Provisions 11,342 - 11,342
Deferred tax liabilities 10,744 - 10,744
Derivatives 225 - 225
Lease liabilities 9,925 - 9,925
Other liabilities 1,078 - 1,078
48,405 (112) 48,293
Current liabilities
Trade and other payables 41,173 (830) 40,343
Lease liabilities 1,470 - 1,470
Contract liabilities 1,771 - 1,771
Borrowings, bonds 3,055 112 3,167
Provisions 8,272 - 8,272
Current tax liabilities 2,873 - 2,873
Derivatives 926 - 926
Other liabilities 734 - 734
60,274 (718) 59,556
Total equity and liabilities 255,368 (830) 254,538

2.3. Functional currency and presentation currency of the financial statements and accounting policies for translating the financial statements of foreign operations

2.3.1. Functional currency and presentation currency

The functional currency of the Parent and the presentation currency of these interim condensed consolidated financial statements is the Polish złoty (PLN). Any differences in the amount of PLN 1 million in the totals of items presented in the notes to the financial statements result from the rounding applied. The figures in these consolidated financial statements are presented in millions of Polish złoty (PLN million), unless stated otherwise in specific cases.

2.3.2. Accounting policies for translation

For consolidation purposes, the financial statements of foreign operations are translated into PLN as follows:

  • assets and liabilities translated at the exchange rate quoted by the National Bank of Poland for the reporting date,
  • items of the statement of profit or loss and other comprehensive income and of the statement of cash flows translated at the average exchange rate for the reporting period (being the arithmetic mean of the average daily exchange rates quoted by the National Bank of Poland in that period).

Exchange differences on these translations are recognised in equity under Exchange differences on translation of foreign operations. On disposal of a foreign operation, the cumulative foreign exchange differences relating to that foreign operation and recognised in equity are reclassified to profit or loss as part of the gain or loss on disposal.

Average rate
for the reporting period
Closing rate at the end of
the reporting period
CURRENCY 6 MONTHS
ENDED
30/06/2025
3 MONTHS
ENDED
30/06/2025
6 MONTHS
ENDED
30/06/2024
3 MONTHS
ENDED
30/06/2024
30/06/2025 31/12/2024
EUR/PLN 4.2313 4.2614 4.3172 4.3010 4.2419 4.2730
USD/PLN 3.8763 3.7585 3.9935 3.9949 3.6164 4.1012
CAD/PLN 2.7487 2.7146 2.9405 2.9199 2.6446 2.8543
CHF/PLN 4.4950 4.5481 4.4920 4.4180 4.5336 4.5371
CZK/PLN 0.1692 0.1710 0.1726 0.1724 0.1715 0.1699
NOK/PLN 0.3628 0.3652 0.3757 0.3718 0.3590 0.3624

2.4. Seasonality and cyclicality of the ORLEN Group's operations

The sale and distribution of natural gas, as well as the generation, sale and distribution of electricity and heat, are subject to seasonal fluctuations during the year. Volumes of natural gas and energy sold and distributed – and consequently related revenue – rise in the winter months and fall in the summer months. This reflects typical seasonal patterns driven by temperature and daylight variations. Seasonality in revenue from these activities affects individual customers to a significantly greater extent than customers in the manufacturing and industrial sectors.

In the six- and three-month periods ended 30 June 2025, no material seasonality or cyclicality was observed in the ORLEN Group's other segments.

3. Financial position and structure of the ORLEN Group

3.1. Factors having a significant impact on the interim condensed consolidated financial statements

In the first half of 2025, the macroeconomic environment continued to be characterised by high volatility driven by elevated geopolitical risk. During this period, the Group consistently pursued the strategy published at the beginning of the year, focusing on diversifying its asset portfolio, feedstock sources and sales channels. A challenging macroeconomic environment and sharp volatility in electricity, crude oil and gas prices, as well as in refining and petrochemical margins, reduced the ORLEN Group's consolidated revenues for the six months ended 30 June 2025 by PLN (17,648) million year on year, to PLN 134,194 million. At the same time, total operating expenses declined by 16% year on year to PLN (121,860) million.

Consequently, operating profit before depreciation and amortisation (EBITDA) for the first half of 2025 increased by PLN 4,910 million year on year to PLN 17,008 million. Excluding net impairments on non-current assets, EBITDA was PLN 19,901 million, an increase of PLN 6,564 million year on year.

The Group used positive operating cash flows of PLN 26,231 million generated in the first half of 2025 and additional proceeds of PLN 4,982 million from bond issuance in part to finance capital expenditure of PLN (13,130) million undertaken in accordance with the strategic plan, and net repayments of syndicated credit facilities, overdrafts and non-bank borrowings of PLN (2,771) million. As a result, at the end of June 2025 the Group's net debt decreased, resulting in a net cash position of PLN (5,452) million.

Statement of profit or loss for the six months ended 30 June 2025

Upstream & Supply

Revenue from external sales and inter-segment sales in the ORLEN Group decreased by PLN (12,987) million year on year to PLN 73,814 million. The decline was driven, among other factors, by a (34)% year-on-year reduction in sales volumes of crude oil, condensate and NGL produced within the ORLEN Group, to 5.4 million boe. The segment's revenue was also adversely affected by a (16)% year-on-year decrease in crude oil prices, which reduced revenue from crude oil trading (to the Downstream segment) by PLN 8,650 million year on year. Revenue from natural gas sales decreased by PLN (2,223) million, mainly due to a PLN (1,350) million yearon-year reduction in the impact of accounting for the assets and liabilities of the former PGNiG Group as at the merger date, as well as the execution of forward contracts on the Polish Power Exchange (TGE) at lower prices. Contracts for 2024 had been concluded at the end of 2023 in a high gas price environment, whereas contracting for 2025 took place in a more stable market environment.

Operating expenses of the segment decreased by PLN 19,746 million year on year to PLN (68,138) million, mainly due to the absence of the negative effect of the contribution to the Price Difference Compensation Fund recognised in the first half of 2024 in the amount of PLN 15,410 million.

As a result of these factors, EBITDA adjusted for impairment losses on assets amounted to PLN 8,642 million, an increase of PLN 6,916 million year on year.

Downstream

Revenue from external sales and inter-segment sales decreased by PLN (11,678) million year on year to PLN 60,619 million. The decline was materially driven by lower market prices of the segment's main products. Compared with the same period of 2024, market prices decreased for gasoline by (18)% year on year, diesel oil by (16)% year on year, Jet fuel by (17)% year on year, light fuel oil by (16)% year on year, propylene by (33)%, benzene by (2)% and ethylene by (3)%.

Revenue was further reduced by a 3% year-on-year decrease in sales volumes of the segment's products and goods to 17,137 thousand tonnes. The largest volume reduction was in diesel oil, down (4)% year on year due to weaker demand, stronger competition and production constraints from a hydrocracking unit shutdown in Płock. Sales of heavy fuel oil fell by (20)% due to reduced processing of high-sulphur crudes, reflecting the limited availability of conversion units during maintenance shutdowns. Fertiliser sales fell by (22)% year on year due to the shutdown of production units in the Czech Republic and maintenance outages in Włocławek. PTA sales declined by (28)% year on year, PVC by (26)%, polyolefins by (13)% and olefins by (9)%, reflecting maintenance shutdowns of production units.

Operating expenses decreased by PLN 8,802 million year on year to PLN (59,762) million, mainly due to a decline in crude oil prices of USD 12.2/bbl year on year, to USD 71.9/bbl.

As a result, the segment's EBITDA adjusted for impairment losses on assets amounted to PLN 2,570 million, down PLN (2,633) million year on year.

Energy

Revenue from external sales and inter-segment sales decreased by PLN 933 million year on year to PLN 23,795 million, mainly due to lower electricity trading revenue, down PLN (2,555) million, following a 6% reduction in transactions on the Polish Power Exchange (TGE) as the market structure shifted with the growing role of prosumers. Revenue was also reduced by PLN (1,171) million year on year due to lower output and sales from CCGT plants, reflecting a maintenance shutdown of the Włocławek plant and reduced sale of electricity from the Płock CCGT. By contrast, revenue benefited from an increase of PLN 1,140 million year on year attributable to higher gas distribution volumes, up 6.5 TWh, as industrial demand for gas recovered following the sharp rise in feedstock prices caused by the war in Ukraine.

Operating expenses of the segment decreased by PLN 1,709 million year on year to PLN (19,413) million, reflecting a 13% reduction in gas consumption by the CCGT plants and lower unit costs of contracted gas used for power generation.

As a result, earnings from gas and electricity distribution, despite lower sales revenue, contributed to improved segment EBITDA. After eliminating asset impairment losses, EBITDA increased by PLN 983 million year on year to PLN 6,564 million.

Consumers & Products

Revenue from external sales and inter-segment sales decreased by PLN (5,194) million year on year to PLN 50,488 million. This was driven primarily by the absence of PLN 4,122 million of compensation received in 2024 for gas and electricity sales, granted to cover the difference between market prices and the guaranteed prices set under the Act on support for consumers of electricity, gas fuels and heat.

Revenue was further reduced by lower prices in the retail fuels business, reflecting year-on-year declines in gasoline prices of (18)% and diesel prices of (16)%.

By contrast, revenue benefited from a 5% year-on-year increase in sales of gas and electricity to 61 TWh, mainly as a result of lower average temperatures in February and May 2025. The segment was adversely

affected by a (3)% year-on-year decline in retail fuel volumes in Poland, mainly due to intense price competition, and by an (18)% decline in Austria, following the removal of cheaper Russian-origin fuels.

Operating expenses of the segment decreased by PLN 6,487 million year on year to PLN (47,855) million, mainly due to lower gasoline and diesel prices and reduced gas procurement costs.

As a result, EBITDA adjusted for impairment losses on assets amounted to PLN 3,232 million, up PLN 1,326 million year on year.

The result on other operating activities was PLN (2,049) million, down by PLN (916) million year on year. The change was driven mainly by higher year-on-year impairment losses on property, plant and equipment of PLN (1,654) million (Note 5.3), partly offset by positive foreign exchange differences of PLN 976 million resulting from appreciation of the złoty against the euro and the US dollar.

Consequently, operating profit amounted to PLN 10,170 million, an increase of PLN 4,930 million year on year. Additional analysis of the main drivers of changes in operating profit before depreciation and amortisation (EBITDA) is provided in section C1.

After tax charges of PLN (3,772) million, the ORLEN Group's net profit amounted to PLN 5,932 million, up PLN 3,108 million year on year.

Statement of financial position

As at 30 June 2025, the ORLEN Group's total assets amounted to PLN 265,334 million, up by PLN 10,796 million compared with 31 December 2024.

As at 30 June 2025, non-current assets amounted to PLN 190,174 million, up by PLN 3,413 million compared with the position as at 31 December 2024.

The principal changes related to the following items:

  • property, plant and equipment, intangible assets and goodwill, which increased by PLN 3,549 million compared with 2024, to PLN 156,552 million. The increase was driven primarily by the continued implementation of investment projects focused on strategic growth areas and on the modernisation of fixed assets. Capital expenditure covered a broad range
    • of activities across the Group's operating segments, including, in particular, the following: − Upstream & Supply: exploration and production projects in Norway (Yggdrasil, Tommeliten and Fenris), development projects in Canada, and the expansion of domestic production (Przemyśl, Różańsko);
    • − Downstream works on the construction of a new monomer production unit under the Nowa Chemia project; the construction of a hydrocracking unit in Lithuania; the construction of a rapeseed oil pressing plant in Kętrzyn; construction of a hydrocracking oil block (HBO) in Gdańsk; the construction of a secondgeneration bioethanol plant in Jedlicze; and the construction of a marine transshipment terminal on the Martwa Wisła in Gdańsk.
    • − Energy: investment in the expansion and modernisation of the power and gas distribution networks; the construction of photovoltaic farms in Poland and Lithuania; and the construction of combined cycle gas turbine (CCGT) units in Ostrołęka and Grudziądz.
    • − Consumers & Products: key investments in the modernisation, rebranding and expansion of the service station network, together with the development of the non-fuel retail segment and alternative fuels network. In the six months ended 30 June 2025, the ORLEN Group's capital expenditure amounted to PLN 13,766 million.

The effect of this capital expenditure on the balance of non-current assets was offset by depreciation of PLN (6,838) million recognised in the period, net impairment losses on non-current assets of PLN (2,893) million – mainly in the Downstream and Upstream & Supply segments – and the redemption of part of the certificate ownership rights for 2024 amounting to PLN (1,092) million.

  • right-of-use assets, which increased by PLN 1,210 million to PLN 15,139 million, mainly as a result of new lease contracts or amendments to the existing lease contracts;
  • mandatory stock, which decreased by PLN (1,077) million to PLN 9,956 million, mainly due to a lower average price and reduced volumes of mandatory stock, reflecting a reduction in statutory requirements.

As at 30 June 2025, current assets amounted to PLN 75,160 million, up by PLN 7,383 million on year-end 2024. The principal changes related to the following items:

  • cash increased by PLN 14,527 million, driven primarily by positive net cash flows from operating activities and proceeds from bond issuance, partly offset by capital expenditure and the repayment of borrowings;
  • a decrease in trade and other receivables of PLN (3,741) million, driven primarily by a decrease in receivables from contracts with customers of PLN (4,890) million, principally attributable to declining gas prices, partly offset by an increase of PLN 856 million in receivables eligible for sale to the factor, due to lower utilisation of full factoring facility limits during the current period;
  • a decrease in inventories of PLN (3,346) million, mainly as a result of seasonality and lower prices of gas in storage.

As at 30 June 2025, equity amounted to PLN 145,760 million, remaining at a level comparable to year-end 2024.

As at 30 June 2025, liabilities amounted to PLN 119,574 million, up by PLN 11,725 million compared with the previous year.

The principal changes related to the following items:

  • an increase in trade and other payables of PLN 3,725 million, driven primarily by recognition of a dividend liability to ORLEN shareholders of PLN 6,966 million, partly offset by decreases in capital expenditure liabilities of PLN (2,570) million and tax liabilities of PLN (432) million;
  • an increase in provisions of PLN 2,779 million compared with the position as at the end of 2024, driven mainly by a net increase of PLN 2,386 million in provisions for estimated CO₂ emission obligations and energy certificates. This comprised (i) PLN 4,117 million recognised based on the weighted-average price of allowances and certificates held, and (ii) utilisation of PLN (1,092) million following the redemption of a portion of the 2024 energy rights;
  • an increase in lease liabilities of PLN 1,115 million, mainly as a result of entering into new lease contracts or modifying the existing ones;
  • an increase in other liabilities by PLN 2,429 million to PLN 4,410 million, principally attributable to the unrecognised portion of grants relating to energy rights and property, plant and equipment, with further particulars provided in Note 5.10.

Factors and events that may affect future performance

Factors that may affect the ORLEN Group's future financial performance:

Policy and geopolitics:

  • Administrative interventions in international and domestic oil, fuel and power markets, including OPEC+ production decisions, sanctions on imports of crude oil, petroleum products and natural gas from Russia and Iran, and electricity price subsidies;
  • The shape of international and intra-European alliances and their effect on climate policy and relations with the United States and China.
  • Uncertainty regarding US government policy direction, particularly concerning international relations, customs duties and tariffs, and climate protection.
  • • Potential developments in Ukraine arising from Russian military aggression.

Economy and markets:

  • Structural deceleration in China's economy and effectiveness of measures to stimulate domestic consumer demand
  • Pace of new refining capacity additions in Africa, South America, the Middle East and Asia
  • The impact of US and EU tariff policies on demand for fuels and petrochemical products in the ORLEN Group's home markets.
  • Expansion of US LNG-export infrastructure.
  • Inflation trajectories and central-bank interest-rate paths.
  • Prices of energy rights, including the cost of EU CO₂-emission allowances.

Investment and infrastructure:

  • Timetables for ORLEN Group growth projects.
  • Progress in capturing synergies from the acquisitions of Grupa LOTOS and PGNiG.

Climate regulations:

  • Amendments to applicable legislation;
  • European Commission decisions on the list of goods subject to the Carbon Border Adjustment Mechanism (CBAM).
  • National measures transposing the RED III Directive and the revised EU ETS Directive introducing a new emissions-trading system (ETS 2) for the residential and municipal buildings sector, road-transport and other sectors.

3.2. Organisation and structure of the ORLEN Group

As at 30 June 2025, the ORLEN Group comprised ORLEN S.A. (the 'Parent') together with subsidiaries located principally in Poland, Lithuania, the Czech Republic, Slovakia, Hungary, Germany, Austria, Canada and Norway.

ORLEN S.A., as the Parent, operates across all operating segments and Corporate Functions.

The list of entities included within lower-tier subsidiary groups presented in the consolidation diagram.

Group's percentage ownership interest
Group/Company as at 30/06/2025 as at 31/12/2024 Segment
ORLEN Lietuva Group
AB ORLEN Lietuva 100% 100% Downstream, Energy,
Corporate Functions
ORLEN Eesti OÜ 100% 100% Downstream
ORLEN Latvija SIA 100% 100% Downstream
UAB ORLEN Mockavos terminalas
ORLEN Asfalt Group
100% 100% Downstream
ORLEN Asfalt Sp. z o.o.
ORLEN Asfalt Ceska Republika s.r.o.
100%
100%
100%
100%
Downstream
Downstream
ORLEN Południe Group
ORLEN Południe S.A. 100% 100% Downstream, Energy
Energomedia Sp. z o.o. 100% 100% Energy
Konsorcjum Olejów Przepracowanych - Organizacja Odzysku Opakowań i Olejów S.A. 90% 90% Downstream
ORLEN Unipetrol Group
ORLEN Unipetrol a.s. 100% 100% Corporate Functions
Downstream, Energy,
ORLEN UNIPETROL RPA s.r.o. 100% 100% Consumers &
Products, Corporate
Functions
ORLEN UNIPETROL Hungary Kft. 100% 100% Downstream
ORLEN UNIPETROL Deutschland GmbH 100% 100% Downstream
ORLEN UNIPETROL Doprava s.r.o. 100% 100% Downstream
ORLEN UNIPETROL Slovakia s.r.o. 100% 100% Downstream,
Consumers & Products
Petrotrans s.r.o. 100% 100% Downstream
Spolana s.r.o. 100% 100% Downstream
ORLEN HUNGARY Kft. 100% 100% Consumers & Products
REMAQ s.r.o. 100% 100% Downstream
HC Verva Litvinov a.s. 70.95% 70.95% Corporate Functions
Paramo a.s. 100% 100% Downstream
ORLEN Serwis Group
ORLEN Serwis S.A. 100% 100% Downstream
ORLEN Service Česká Republika s.r.o. 100% 100% Downstream
UAB ORLEN Service Lietuva 100% 100% Downstream
ORLEN Eko Group
ORLEN Eko Sp. z o.o. 100% 100% Downstream
ORLEN EkoUtylizacja Sp. z o.o. 100% 100% Downstream
ENERGA Group
Energa S.A. 90.92% 90.92% Energy, Consumers &
Products, Corporate
Functions
CCGT Gdańsk Sp. z o.o. 100% 100% Energy
CCGT Grudziądz Sp. z o.o. 100% 100% Energy
CCGT Ostrołęka Sp. z o.o.
Centrum Badawczo-Rozwojowe im. M. Faradaya Sp. z o.o.
100%
100%
100%
100%
Energy
Energy
Energa Finance AB 100% 100% Corporate Functions
Energa Green Development Sp. z o.o. 100% 100% Energy
Farma Wiatrowa Szybowice Sp. z o.o. 100% 100% Energy
Helios Polska Energia Sp. z o.o. 100% 100% Energy
Solar Serby Sp. z o.o. 100% Energy
Energa Informatyka i Technologie Sp. z o.o.
Energa Logistyka Sp. z o.o.
100%
100%
100%
100%
Energy
Energy
Energa Prowis Sp. z o.o. 100% 100% Energy
Energa Oświetlenie Sp. z o.o. 100% 100% Energy
Energa-Obrót S.A. 100% 100% Consumers & Products
Enspirion Sp. z o.o. 100% 100% Energy
Energa Kogeneracja Sp. z o.o. 100% 64.59% Energy
Energa Ciepło Kaliskie Sp. z o.o. 91.24% 91.24% Energy
Energa Ciepło Ostrołęka Sp. z o.o.
Energa-Operator S.A.
100%
100%
100%
100%
Energy
Energy
Energa Operator Wykonawstwo Elektroenergetyczne Sp. z o.o. 100% 100% Energy
Energa Wytwarzanie S.A. 100% 100% Energy
Energa Elektrownie Ostrołęka S.A. 89.64% 89.64% Energy
ECARB Sp. z o.o. 100% 100% Energy
Energa Serwis Sp. z o.o. 100% 100% Energy
ENERGA MFW 1 Sp. z o.o.
ENERGA MFW 2 Sp. z o.o.
100%
100%
100%
100%
Energy
Energy
Energa Wind Service Sp. z o.o. 100% 100% Energy
WENA PROJEKT 2 Sp. z o.o. 100% 100% Energy

(PLN million)

PVE 28 Sp. z o.o. 100% 100% Energy
VRS 14 Sp. z o.o. 100% 100% Energy
E&G Sp. z o.o. 100% 100% Energy
VRW 11 Sp. z o.o. 100% Energy
Energa Storage sp. z o.o. 100% 100% Energy
ORLEN Neptun Group
ORLEN Neptun I Sp. z o.o. 100% 100% Energy
ORLEN Neptun II Sp. z o.o. 100% 100% Energy
ORLEN Neptun III Sp. z o.o. 100% 100% Energy
ORLEN Neptun IV Sp. z o.o. 100% 100% Energy
ORLEN Neptun V Sp. z o.o. 100% 100% Energy
ORLEN Neptun VI Sp. z o.o. 100% 100% Energy
ORLEN Neptun VII Sp. z o.o. 100% 100% Energy
ORLEN Neptun VIII Sp. z o.o. 100% 100% Energy
ORLEN Neptun IX Sp. z o.o. 100% 100% Energy
ORLEN Neptun X Sp. z o.o. 100% 100% Energy
ORLEN Neptun XI Sp. z o.o. 100% 100% Energy
ORLEN Neptūnas, UAB 100% 100% Energy
ORLEN Wind 3 Group
ORLEN Wind 3 Sp. z o.o. 100% 100% Energy
Livingstone Sp. z o.o. 100% 100% Energy
Nowotna Farma Wiatrowa Sp. z o.o. 100% 100% Energy
Forthewind Sp. z o.o. 100% 100% Energy
Copernicus Windpark Sp. z o.o. 100% 100% Energy
Ujazd Sp. z o.o. 100% 100% Energy
EW Dobrzyca Sp. z o.o. 100% 100% Energy
Wind Field Wielkopolska Sp. z o.o. 100% 100% Energy
PV WAŁCZ 01 Sp. z o.o. 100% 100% Energy
Neo Solar Chotków Sp. z o.o. 100% 100% Energy
Neo Solar Farms Sp. z o.o. 100% 100% Energy
"FW WARTA" Sp. z o.o. 100% 100% Energy
ORLEN TERMIKA Group (formerly: PGNiG TERMIKA Group)
ORLEN TERMIKA S.A. (formerly: PGNiG TERMIKA S.A.) 100% 100% Energy
PGNiG TERMIKA Energetyka Przemysłowa S.A. 100% 100% Energy
PGNiG TERMIKA Energetyka Przemysłowa - Technika Sp. z o.o.* 100% 100% Energy
ORLEN TERMIKA Przemyśl sp. z o.o. (formerly: PGNiG TERMIKA Energetyka Przemyśl sp. z o.o.) 100% 100% Energy
ORLEN TERMIKA Distributed Energy sp. z o.o. (formerly: PGNiG TERMIKA Energetyka Rozproszona sp. z o.o.) 100% 100% Energy
ORLEN Upstream Polska Group
ORLEN Upstream Polska Sp. z o.o. 100% 100% Upstream & Supply
ORLEN Upstream Canada Ltd. 100% 100% Upstream & Supply
KCK Atlantic Holdings Ltd. 100% 100% Upstream & Supply
LOTOS Upstream Group
LOTOS Upstream Sp. z o.o. 100% 100% Upstream & Supply
AB LOTOS Geonafta 100% 100% Upstream & Supply
UAB Genciu Nafta 100% 100% Upstream & Supply
UAB Manifoldas 100% 100% Upstream & Supply
LOTOS Exploration and Production Norge AS 100% 100% Upstream & Supply
Baltic Gas Sp. z o.o. 100% Upstream & Supply
Baltic Gas sp. z o.o. i wspólnicy sp. k. 100% Upstream & Supply
LOTOS Petrobaltic Group
ORLEN Petrobaltic S.A. 99.99% 99.99% Upstream & Supply
B8 Sp. z o.o. 100% 100% Upstream & Supply
B8 Sp. z o.o. BALTIC S.K.A. 100% 100% Upstream & Supply
Energobaltic Sp. z o.o. 100% 100% Upstream & Supply
Miliana Shipholding Company Ltd. 100% Upstream & Supply
100% Upstream & Supply
Bazalt Navigation Company Ltd. 100% 100%
Granit Navigation Company Ltd. 100% 100% Upstream & Supply
Kambr Navigation Company Ltd. 100% 100% Upstream & Supply
Miliana Shipmanagement Ltd. 100% 100% Upstream & Supply
Petro Aphrodite Company Ltd. 100% 100% Upstream & Supply
Petro Icarus Company Ltd. 100% 100% Upstream & Supply
St. Barbara Navigation Company Ltd. 100% 100% Upstream & Supply
Technical Ship Management Sp. z o.o. 100% 100% Upstream & Supply
SPV Baltic Sp. z o.o. 100% 100% Upstream & Supply
SPV Petro Sp. z o.o. 100% 100% Upstream & Supply
Exalo Drilling Group
Exalo Drilling S.A. 100% 100% Upstream & Supply
Exalo Diament Sp. z o.o. 100% 100% Upstream & Supply
EXALO DRILLING UKRAINE LLC 100% 100% Upstream & Supply
Zakład Gospodarki Mieszkaniowej sp. z o.o. w Pile 100% 100% Upstream & Supply
ORLEN Deutschland Group
ORLEN Deutschland GmbH 100% 100%
ORLEN Deutschland Betriebsgesellschaft GmbH 100% 100% Consumers & Products
Consumers & Products
ORLEN Deutschland Süd Betriebsgesellschaft mbH 100% 100% Consumers & Products

(PLN million)

Logistics Services S.A. in liquidation (formerly: "RUCH" S.A.). 65% 65% Consumers & Products
Fincores Business Solutions Sp. z o.o. in liquidation (formerly: Fincores Business Solutions Sp. z o.o.). 100% 100% Consumers & Products
ORLEN Holding Malta Group
ORLEN Holding Malta Ltd. 100% 100% Corporate Functions
Orlen Insurance Ltd. 100% 100% Corporate Functions
Polska Spółka Gazownictwa Group
Polska Spółka Gazownictwa Sp. z o.o. 100% 100% Energy
Gaz Sp. z o.o. 100% 100% Energy
PSG Inwestycje Sp. z o.o. 100% 100% Energy
PGNiG Supply & Trading Group
PGNiG Supply & Trading GmbH 100% 100% Upstream & Supply
ORLEN LNG SHIPPING LIMITED 100% 100% Upstream & Supply
ORLEN LNG TRADING LIMITED 100% 100% Upstream & Supply
GAS - TRADING Group
GAS - TRADING S.A. 79.58% 79.58% Upstream & Supply
Gas-Trading Podkarpacie Sp. z o.o. 99.04% 99.04% Upstream & Supply
Polska Press Group
Polska Press Sp. z o.o. 100% 100% Corporate Functions
Pro Media Sp. z o.o. 53% 53% Corporate Functions
ORLEN Ochrona Group
ORLEN Ochrona Sp. z o.o. 100% 100% Corporate Functions
UAB ORLEN Apsauga 100% 100% Corporate Functions
PGNiG Serwis Group
PGNiG Serwis Sp. z o.o. 100% 100% Corporate Functions
Polskie Centrum Brokerskie Sp. z o.o.* 100% 100% Corporate Functions
ORLEN Projekt Group
ORLEN Projekt S.A. 100% 100% Downstream
ORLEN Projekt Česká republika s.r.o. 59.91% 59.91% Downstream
ENERGOP Sp. z o.o. 74.11% 74.11% Downstream
PGNiG Bioevolution Group
PGNiG Bioevolution Sp. z o.o. 100% 100% Energy
Bioenergy Project Sp. z o.o. 100% 100% Energy
CHP Energia Sp. z o.o. 100% 100% Energy
Bioutil Sp. z o.o. 100% 100% Energy
BioEvolution Głąbowo SP. z o.o. 100% Energy
ORLEN Austria Group
ORLEN Austria GmbH
Austrocard GmbH
100%
100%
100%
100%
Consumers & Products
Consumers & Products
Turmöl Badener Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Or+Tu Strom GmbH 100% 100% Consumers & Products
Turmöl Kärntner Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Turmöl Klagenfurter Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Turmöl Korneuburger Handels GmbH 100% 100% Consumers & Products
Favoritner Tankstellenbetriebs GmbH 100% 100% Consumers & Products
FIDO GmbH 100% 100% Consumers & Products
Gmundner Tankstellenbetriebs GmbH
Halleiner Tankstellenbetriebs GmbH
100%
100%
100%
100%
Consumers & Products
Consumers & Products
Innviertler Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Linzer Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Mühlviertler Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Puchenauer Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Salzburger Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Salzkammergut Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Sattledter Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Trauner Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Tulpen Tankstellenbetriebs GmbH
Waldviertler Tankstellenbetriebs GmbH
100%
100%
100%
100%
Consumers & Products
Consumers & Products
Welser Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Wiener Tankstellenbetriebs GmbH 100% 100% Consumers & Products
Wr.Neustädter Tankstellenbetriebs GmbH 100% 100% Consumers & Products

* Excluded from full consolidation due to immateriality.

Changes in the ORLEN Group's structure between 1 January 2025 and the date of these financial statements

• On 24 January 2025, the Extraordinary General Meeting of LOTOS Upstream Sp. z o.o. authorised the company to acquire shares in the share capital of Baltic Gas Sp. z o.o., as well as all rights and obligations held by CalEnergy Resources Poland Sp. z o.o. in Baltic Gas Sp. z o.o. i Wspólnicy Sp.k. The transaction,

completed on 28 January 2025, resulted in the company obtaining full control over the development of the B4/B6 gas fields in the Baltic Sea.

  • On 30 January 2025, the Extraordinary General Meeting of PGNiG Supply & Trading Polska Sp. z o.o. resolved to dissolve the company and commence its liquidation.
  • On 31 January 2025, the Extraordinary General Meetings of LOTOS SPV 3 Sp. z o.o., LOTOS SPV 4 Sp. z o.o., and LOTOS SPV 6 Sp. z o.o. adopted resolutions to dissolve the companies and commence their liquidation.
  • On 31 March 2025, ORLEN S.A. acquired from RUCH S.A. (currently: Usługi Logistyczne S.A. w likwidacji) 25,000 shares in ORLEN Paczka sp. z o.o., representing 100% of the share capital of the company.
  • On 1 April 2025, the merger between ORLEN Laboratorium S.A. (as the acquiree) and LOTOS Lab sp. z o.o. (as the acquiree) was entered into the register of businesses maintained by the National Court Register (KRS).
  • On 14 April 2025, the Group completed a buy-out of the minority shareholders of PGNiG Gazoprojekt S.A.; ORLEN now holds 100% of the company's share capital.
  • On 16 April 2025, Energa Wytwarzanie S.A. acquired 100% of the shares in VRW11 Sp. z o.o., a specialpurpose vehicle (SPV) purchased from the Greenvolt Group. The SPV owns the Sompolno hybrid renewable project in Poland, comprising a 26 MW onshore wind farm, a 10 MW photovoltaic plant, and a 3 MW ready-tobuild battery-storage facility. The acquiree is engaged in renewable power generation. The company holds an electric power generation license. The provisional fair value of the consideration transferred for the shares in VRW11 Sp. z o.o. was PLN 178 million. It comprised the purchase price of the shares and the settlement of a loan previously granted to the company by its former owner, the repayment of which was a prerequisite for obtaining control of the company. The fair value of the consideration transferred may be subject to adjustments in subsequent periods as part of the final purchase price allocation process. As a result of the provisional accounting for the transaction, goodwill of PLN 92 million was recognised.
  • On 28 April 2025, the General Meeting of ORLEN Petrobaltic S.A. was held to consider the proposed merger of ORLEN Petrobaltic S.A. with B8 Sp. z o.o. and B8 Spółka z ograniczoną odpowiedzialnością BALTIC S.K.A.; shareholders' meetings of the two B8 companies were held on the same date to address the same matter. On 1 July 2025, an entry was recorded in the National Court Register (KRS) concerning the merger of the companies.
  • On 30 April 2025, PGNiG BioEvolution Sp. z o.o. acquired 100% of the share capital of BioEvolution Głąbowo Sp. z o.o., a dormant special-purpose vehicle. The SPV's business will be the production of liquefied biomethane (bioLNG). The company will produce liquefied biomethane (bioLNG) using the assets of the Greenfield Głąbowo Biogas Plant project, currently under development by PGNiG BioEvolution Sp. z o.o., and is expected to deliver approximately 7.2 million m³ of biomethane per year.
  • On 16 May 2025, Energa Green Development Sp. z o.o. acquired 100% of the shares in the special purpose vehicle Solar Serby Sp. z o.o., which is implementing the PV Serby photovoltaic power plant project with an installed capacity of 112 MW.

The acquired company had achieved ready-to-build status, and on the acquisition date a notice to proceed with construction was issued. The provisional fair value of the consideration transferred to date in connection with the transaction was PLN 43 million and comprised the purchase of shares as well as the repayment of a loan granted to the company by its former owners, which was a condition precedent to obtaining control over the company. The fair value of the consideration transferred may be subject to adjustments in subsequent periods as part of the final purchase price allocation process.

  • On 16 June 2025, ENERGA S.A. and Energa Wytwarzanie S.A. entered into an agreement for performance in lieu of fulfilment (datio in solutum), under which title to 283,902 shares in Energa Kogeneracja Sp. z o.o. was transferred from Energa Wytwarzanie S.A. to ENERGA S.A. As a result of the transaction, ENERGA S.A. became the sole shareholder of Energa Kogeneracja Sp. z o.o., with its registered office in Warsaw.
  • On 27 June 2025, Usługi Logistyczne S.A. and FINCORES Business Solutions Sp. z o.o. were placed into liquidation, resulting in the companies being renamed Usługi Logistyczne S.A. w likwidacji and FINCORES Business Solutions Sp. z o.o. w likwidacji.
  • On 1 July 2025, the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register (KRS), recorded the merger of ORLEN Ochrona Sp. z o.o. (acquiring company) with PGNiG Serwis Sp. z o.o. (acquired company).
  • On 1 July 2025, pursuant to a share purchase agreement dated 24 June 2025, ORLEN S.A. acquired from ORLEN Południe S.A. 100% of the shares in Energomedia Sp. z o.o. As a result of this transaction, which was undertaken to streamline the ORLEN Group's structure, Energomedia Sp. z o.o. became a direct subsidiary of ORLEN S.A.

These structural changes support delivery of the ORLEN Group 2035 Strategy, underpinned by corporate governance principles aimed at creating an integrated, cohesive and digitally-enabled organisation. The initiatives seek to optimise capital allocation towards the most promising business segments while reinforcing the Group's position as an integrated multi-utility company.

3.3. Accounting for business combinations in accordance with IFRS 3 Business Combinations

The transactions whose business-combination accounting remained provisional at the end of the prior financial year are set out below, together with the current status of the related purchase-price-allocation work.

Acquisition of photovoltaic farms Neo Solar Chotków, Neo Solar Farms and wind farm FW WARTA

On 23 October 2024, the ORLEN Group completed the acquisition of photovoltaic and wind farms from EDP Renewables Polska Sp. z o.o. through the acquisition of 100% of the shares in Neo Solar Chotków Sp. z o.o., Neo Solar Farms Sp. z o.o., and FW WARTA Sp. z o.o. Details of the transaction are disclosed in Note 7.3.1.3 to the 2024 Consolidated Financial Statements.

Acquisition of Kleczew photovoltaic and wind farms

On 5 December 2024, the Group acquired a wind farm and operating photovoltaic installation through the purchase of 100% of shares in E&G Sp. z o.o. from Lewandpol Holding Sp. z o.o. Details of this transaction are disclosed in Note 7.3.1.4 to the 2024 Consolidated Financial Statements.

As at the date of preparation of these interim condensed consolidated financial statements, the accounting for the two above business combinations had not been completed. In particular, the process of measuring the acquired assets and assumed liabilities at fair value, carried out by external experts engaged by the Group, was still in progress. Accordingly, as at the date of preparation of these interim condensed consolidated financial statements, the provisional values of the net assets acquired by the Group in the acquisitions of the Neo Solar Chotków and Neo Solar Farms photovoltaic farms, the FW WARTA wind farm, and the Kleczew photovoltaic installation and wind farm, remained unchanged from those presented in the 2024 Consolidated Financial Statements. The Group plans to finalise the accounting for the above transactions within 12 months from the date of the combination.

4. Segment data

As of the first quarter of 2025, the ORLEN Group revised its segment reporting to align with its new management model and organisational decision-making structure, ensuring consistency with evolving energy market dynamics and investor reporting expectations. For more information see Note 2.2.1.

Effective 1 January 2025, the Group operates through five segments: Upstream & Supply, Downstream, Energy, Consumers & Products and Corporate Functions, the latter comprising management, administration and other items representing reconciling positions.

The business model of the ORLEN Group is illustrated in the diagram below.

The allocation of ORLEN Group companies to the operating segments and Corporate Functions is set out in Note 3.2.

Revenue, expenses, financial results, additions to non-current assets

for the six months ended 30 June 2025

NOTE Upstream &
Supply
Downstream Energy Consumers &
Products
Corporate
Functions
Eliminations Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenue from external customers 5.1 27,804 46,693 10,378 49,139 180 - 134,194
Inter-segment revenue 46,010 13,926 13,416 1,349 517 (75,218) -
Revenue 73,814 60,619 23,794 50,488 697 (75,218) 134,194
Total operating expenses (68,138) (59,762) (19,413) (47,855) (1,913) 75,221 (121,860)
Other income 5.4 1,698 1,544 148 145 (29) (5) 3,501
Other expenses 5.4 (1,791) (3,370) (197) (111) (82) 1 (5,550)
net impairment losses on property, plant and
equipment, intangible assets, and other assets
5.4 (513) (2,250) (95) (33) (2) - (2,893)
(Impairment loss)/reversal of impairment loss
on trade receivables (including interest on trade
receivables)
(40) 6 8 (105) 16 - (115)
Operating profit/(loss) (A) 5,543 (963) 4,340 2,562 (1,311) (1) 10,170
Share of profit/(loss) of investees accounted for
using the equity method 251
Net finance income and costs 5.5 (329)
Impairment (loss)/reversal of loss on (388)
other financial assets
Profit before tax 9,704
Income tax (3,772)
Net profit 5,932
Depreciation and amortisation (B) 5.2 2,586 1,283 2,129 637 208 (5) 6,838
EBITDA (A+B) 8,129 320 6,469 3,199 (1,103) (6) 17,008
LIFO (58) (850) - - - - (908)
LIFO-BASED EBITDA 8,187 1,170 6,469 3,199 (1,103) (6) 17,916
LIFO-based EBITDA (excluding impairment
losses) 8,700 3,420 6,564 3,232 (1,101) (6) 20,809
Additions to non-current assets 4,630 4,227 3,585 746 580 (2) 13,766

for the six months ended 30 June 2024

NOTE Upstream & Downstream Energy Consumers & Corporate Eliminations Total
Supply Products Functions
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
Revenue from external customers 30,672 55,457 11,299 54,219 195 - 151,842
Inter-segment revenue 5.1 56,129 16,840 13,428 1,463 510 (88,370) -
Revenue 86,801 72,297 24,727 55,682 705 (88,370) 151,842
Total operating expenses (87,884) (68,564) (21,122) (54,342) (1,882) 88,397 (145,397)
Other income 5.4 493 954 178 89 78 - 1,792
Other expenses 5.4 (663) (1,794) (204) (43) (221) - (2,925)
net impairment losses on property,
plant and equipment, intangible assets,
and other assets
5.4 (74) (1,133) (32) 1 (1) - (1,239)
(Impairment loss)/reversal of impairment
loss on trade receivables (including interest
on trade receivables)
(20) (32) 37 (61) 4 - (72)
Operating profit/(loss) (A) (1,273) 2,861 3,616 1,325 (1,316) 27 5,240
Share of profit/(loss) of investees
accounted for using the equity method 215
Net finance income and costs 5.5 204
Impairment (loss)/reversal of loss on
other financial assets (61)
Reversal of impairment loss on collateral
and margin deposits -
Profit before tax 5,598
Income tax (2,774)
Net profit 2,824
Depreciation and amortisation (B) 5.2 2,925 1,239 1,933 582 184 (5) 6,858
EBITDA (A+B) 1,652 4,100 5,549 1,907 (1,132) 22 12,098
LIFO (21) 118 - - - - 97
LIFO-BASED EBITDA 1,673 3,982 5,549 1,907 (1,132) 22 12,001
LIFO-based EBITDA (excluding
impairment losses)
1,747 5,115 5,581 1,906 (1,131) 22 13,240

Additions to non-current assets 3,345 5,814 3,368 1,294 186 (17) 13,990

for the three months ended 30 June 2025

NOTE Upstream &
Supply
Downstream Energy Consumers &
Products
Corporate
Functions
Eliminations Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenue from external customers 5.1 11,018 23,236 4,301 22,010 94 - 60,659
Inter-segment revenue 21,892 6,968 5,862 743 248 (35,713) -
Revenue 32,910 30,204 10,163 22,753 342 (35,713) 60,659
Total operating expenses (31,065) (29,739) (8,999) (21,108) (968) 35,715 (56,164)
Other income 5.4 1,115 1,031 67 70 (43) (5) 2,235
Other expenses 5.4 (1,393) (1,724) (125) (67) (42) 1 (3,350)
net impairment losses on
property, plant and equipment, 5.4 (376) (995) (77) (39) (2) - (1,489)
intangible assets,
and other assets
(Impairment loss)/reversal of impairment loss
on trade receivables (including interest on trade (27) (1) 6 (17) 9 - (30)
receivables)
Operating profit/(loss) (A)
1,540 (229) 1,112 1,631 (702) (2) 3,350
Share of profit/(loss) of investees accounted for
using the equity method (36)
Net finance income and costs 5.5 (169)
Impairment (loss)/reversal of loss on
other financial assets (59)
Profit before tax 3,086
Income tax (1,478)
Net profit 1,608
Depreciation and amortisation (B) 5.2 1,300 687 1,066 329 111 (2) 3,491
EBITDA (A+B) 2,840 458 2,178 1,960 (591) (4) 6,841
LIFO (128) (746) - - - - (874)
LIFO-BASED EBITDA 2,968 1,204 2,178 1,960 (591) (4) 7,715
LIFO-based EBITDA (excluding impairment
losses) 3,344 2,199 2,255 1,999 (589) (4) 9,204
Additions to non-current assets 2,487 2,228 2,112 438 328 (1) 7,592

for the three months ended 30 June 2024

NOTE Upstream & Downstream Energy Consumers & Corporate Eliminations Total
Supply Products Functions
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
(unaudited)
(restated data)
Revenue from external customers 5.1 11,412 28,810 4,668 24,517 103 - 69,510
Inter-segment revenue 27,252 8,756 5,750 842 253 (42,853) -
Revenue 38,664 37,566 10,418 25,359 356 (42,853) 69,510
Total operating expenses (40,960) (35,774) (9,564) (24,019) (920) 42,879 (68,358)
Other income 5.4 49 878 85 49 71 1 1,133
Other expenses 5.4 (199) (962) (109) (21) (27) (1) (1,319)
net impairment losses on
property, plant and equipment, 5.4 (31) (465) (25) 1 (1) - (521)
intangible assets,
and other assets
(Impairment loss)/reversal of impairment
loss on trade receivables (including interest
on trade receivables)
8 (14) 41 (27) (2) - 6
Operating profit/(loss) (A) (2,438) 1,694 871 1,341 (522) 26 972
Share of profit/(loss) of investees
accounted for using the equity method 252
Net finance income and costs 5.5 (124)
Impairment (loss)/reversal of loss on
other financial assets (30)
Reversal of impairment loss on collateral
and margin deposits -
Profit before tax 1,070
Income tax (1,044)
Net profit 26
Depreciation and amortisation (B) 5.2 1,494 632 990 296 92 (2) 3,502
EBITDA (A+B) (944) 2,326 1,861 1,637 (430) 24 4,474
LIFO 3 30 - - - - 33
LIFO-BASED EBITDA (947) 2,296 1,861 1,637 (430) 24 4,441
LIFO-based EBITDA (excluding
impairment losses) (916) 2,761 1,886 1,636 (429) 24 4,962
Additions to non-current assets 1,698 3,260 1,958 577 100 (2) 7,591

EBITDA – earnings/(loss) before interest, taxes, depreciation and amortisation

LIFO-based EBITDA – operating profit/(loss) based on inventory measured using the LIFO method, increased by depreciation and amortisation.

Under IFRS, the use of the LIFO inventory measurement method is not permitted. Consequently, it is not applied under the Group's accounting policies nor presented in its financial statements. Capital expenditure (CAPEX) comprises additions to property, plant and equipment, intangible assets, investment property, and right-of-use assets, including the capitalisation of borrowing costs, net of reductions related to penalties received or receivable for improper performance of a contract.

Assets by operating segment

30/06/2025
(unaudited)
31/12/2024
(restated data)
Upstream & Supply 215,626 203,494
Downstream 65,121 58,961
Energy 82,170 82,338
Consumers & Products 21,500 26,008
Segment assets 384,417 370,801
Corporate Functions 41,371 27,541
Eliminations (160,454) (143,804)
265,334 254,538

All assets are allocated to operating segments, with the exception of financial assets, tax assets, and cash, which are reported within Corporate Functions. Assets used jointly by the operating segments are allocated on the basis of the revenue generated by each operating segment.

5. Other notes

5.1. Revenue

SELECTED ACCOUNTING POLICIES

Revenue from contracts with customers is recognised at either a point in time or over time, as the performance obligation is satisfied through the transfer of a promised good or service (i.e., an asset) to the customer, in an amount that reflects the consideration the Group expects to receive in exchange for that good or service. For contracts where the consideration includes a variable amount, the Group applies the same principle and recognises revenue at the expected amount of consideration, to the extent that it is highly probable that a significant reversal in the recognised amount of revenue will not occur in the future. The Group considers that the transfer of an asset occurs when the customer obtains control of the asset. The following circumstances indicate that control has been transferred in accordance with IFRS 15: the Group has a present right to payment for the asset, the customer has legal title to the asset, the Group has transferred physical possession of the asset, the customer has the significant risks and rewards of ownership, and the customer has accepted the asset. Revenue comprises amounts received and receivable for delivered products, goods, materials, and services, net of discounts, penalties, bonuses, value-added tax (VAT), excise duty, and the fuel charge. Revenue from the sale of goods and services is adjusted for gains or losses arising from the settlement of hedging instruments relating to cash flow hedges of these revenues.

For sales recognised over time, revenue is recognised based on progress towards complete satisfaction of the performance obligation, i.e., the transfer of control of the promised goods or services to the customer. The Group applies both the output method and the cost-based input method to measure the progress towards satisfying performance obligations. When applying the cost-based input method, the Group excludes costs that do not reflect the Group's performance in transferring control of goods or services to the customer. Under the output method, the Group mostly applies the practical expedient that allows it to recognise revenue in the amount to which it has the right to invoice, corresponding directly to the value to which the Company is entitled for goods and services transferred to the customer to date.

When a significant financing component exists in contracts with customers, the Group presents the effects of financing (interest income or expense) separately from revenue from contracts with customers, as other income or other expense, respectively.

Where the Group operates under regulations providing for government compensation related to regulated sales prices, and such compensation does not modify the customer contract, the amounts received are recognised as revenue from contracts with customers in accordance with IFRS 15. Such reimbursements are treated as arising from the performance of the contract with the customer, whereby consideration is received partially from the customer and partially from a government institution (where part of the revenue from contracts with customers is covered under a compensation scheme, not by the customer who is party to the contract, but by a government entity, such as the Settlement Administrator). Accordingly, the portion of revenue from contracts with customers that is covered under the compensation scheme is recognised in accordance with IFRS 15, particularly when, in the Group's assessment, the receipt of compensation from the government institution is probable.

For sales of crude oil extracted from the Norwegian Continental Shelf, where the Group holds joint interests in individual licences alongside other stakeholders, revenue from crude oil sales is recognised based on the volumes of oil extracted and sold to customers.

(PLN million)

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Revenue from the sale of products and services 111,789 49,422 130,287 61,183
revenue from contracts with customers, including: 111,203 49,126 128,167 60,269
government reimbursement for regulated prices of
electricity
6 - 382 152
government reimbursement for regulated prices of
gaseous fuels
1 - 3,542 966
outside the scope of IFRS 15* 586 296 2,120 914
Revenue from the sale of goods and materials 22,405 11,237 21,555 8,327
revenue from contracts with customers, including: 22,405 11,237 21,555 8,327
government reimbursement for regulated prices of
electricity
309 146 959 307
government reimbursement for regulated prices of
gaseous fuels
- - 5 2
Revenue, including: 134,194 60,659 151,842 69,510
revenue from contracts with customers 133,608 60,363 149,722 68,596

* Revenue outside the scope of IFRS 15 relates to operating lease contracts. This category also includes the settlement of assets and liabilities arising from contracts measured at the date of business combination accounting, due to the physical settlement of the related forward sales contracts.

Performance obligations

Under its contractual arrangements, the Group's principal performance obligations comprise: (i) deliveries of refined products and petrochemicals, crude oil, natural gas, electricity and heat; (ii) transmission and distribution of electricity, heat and gas; (iii) provision of geophysical, geological and connection services; and (iv) courier services. The Group acts as the principal in fulfilling these obligations.

Transaction prices in contracts with customers are not normally regulated, other than for customers whose tariffs must be approved by the President of the Energy Regulatory Office (URE). These restrictions apply mainly to the Energy segment and the Consumers & Products segment, and relate primarily to the sale and distribution of electricity and heat and to the sale and distribution of gaseous fuels.

The Group does not enter into contracts with customers that include material refunds of consideration or other significant obligations of a similar nature.

Warranties provided under the contracts serve to assure the customer that the relevant product complies with the agreed specifications. They do not represent a distinct service.

The Group primarily operates on deferred payment terms. Payment terms in contracts with customers are generally 30 days or less; however, for petrochemical products in the Downstream segment and for sales in the Upstream & Supply segment, payment terms typically extend to – but do not exceed – 60 days. For significant customers, extended credit periods may be granted where commercially justified. Additionally, the Consumers & Products segment operates cash sales at service stations. Payments are generally due upon the transfer of control of goods or completion of services.

Revenue from the supply of electricity, heat and gaseous fuel, as well as from electricity distribution, heat transmission and distribution, and gas transmission and distribution, is recognised in ten-day, monthly or bimonthly cycles based on invoiced volumes and prices, together with estimation adjustments. Revenue estimation adjustments for electricity are determined based on billing system reports, customer demand forecasts, estimated electricity prices for projected energy consumption days, and electricity balance reconciliations. The value of gaseous fuel delivered to retail customers but not yet invoiced is estimated based on historical consumption profiles in comparable reporting periods. The estimated revenue from gaseous fuel sales is calculated as the product of volumes allocated to specific tariff groups and the rates set out in the applicable tariff.

Disaggregation of revenue into categories reflecting significant economic factors affecting its recognition

In addition to the disaggregation of revenue by product category and geographic region presented in Notes 5.1.1 and 5.1.2, the Group also analyses revenue by type of contract, timing of transfer of control, contract duration and sales channel.

• Type of contract

The majority of the Group's contracts with customers for the supply of goods or services are based on fixed prices; therefore, revenue already recognised will remain unchanged. The Group classifies as variable consideration revenue arising from contracts where the consideration is based on a variable fee linked to sales

volumes, where customers have rights to discounts and bonuses, where certain revenue relates to penalties charged, and where the selling price of services is determined based on costs incurred.

• Timing of transfer of control

Where control of goods is transferred at a point in time, revenue is recognised, and customer settlements occur upon each delivery.

Most point-in-time revenue is generated within the Consumers & Products segment from the sale of goods and services at service stations, where the performance obligation is satisfied and settlement with customers takes place when the goods are handed over, except for goods sold under the Flota Programme, where settlement with customers generally occurs every two weeks.

Revenue recognised at a point in time includes gas sales on commodity exchanges and network connection fees, recognised upon completion of connection works.

For goods and services where customers simultaneously receive and consume benefits without formal sales documentation, revenue is recognised over time. The Group applies the output method for over-time revenue recognition, principally for electricity, heat and gas sales and distribution services, petrochemical products, and fuel sales through the Flota Programme. In the Downstream and Upstream & Supply segments, for continuous deliveries of goods transported through pipelines, control – and legal title – passes to the customer at a designated custody-transfer point within the installation. This moment is considered the date of sale.

• Contract duration

In the Group, the duration of most contracts is short-term.

As at 30 June 2025, the Group analysed the transaction price allocated to unsatisfied performance obligations. Unsatisfied or partially unsatisfied performance obligations as at 30 June 2025 primarily related to contracts for the sale of electricity, gas and other energy utilities to business and institutional customers, and to parceldelivery and -collection services. These contracts are either expected to be completed within 12 months or are open-ended with termination notice periods of up to 12 months. As these obligations form part of contracts that can be considered short-term, or where revenue from satisfying performance obligations is recognised in the amount the Group has the right to invoice, the Group has applied the practical expedient under which it does not disclose the aggregate transaction price allocated to outstanding performance obligations.

• Selling channel

The Group primarily generates revenue from direct sales to customers through its own, leased, or franchised sales channels. The Group manages the network of 3,529 service stations: 2,921 own stations and 608 stations operated under franchise agreements.

In addition, the Group's direct sales to customers are delivered through an integrated infrastructure network comprising fuel terminals, inland transshipment terminals, pipeline networks, rail transport and road tankers. Sales and distribution of electricity and gas to customers are conducted primarily using own distribution infrastructure.

5.1.1. Revenue from sales by operating segments disaggregated into product categories

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
UPSTREAM & SUPPLY
Revenue from contracts with customers
IFRS 15
27,389 10,809 29,059 10,739
Natural gas 24,719 9,450 25,151 8,977
Crude oil 974 627 1,913 792
LPG 38 19 - -
NGL*** 153 75 252 124
LNG****
Helium
505
138
146
63
222
167
101
83
Other 862 429 1,354 662
Outside the scope of IFRS 15 415 209 1,613 673
27,804 11,018 30,672 11,412
DOWNSTREAM
Revenue from contracts with customers
IFRS 15
46,680 23,229 55,445 28,804
Light distillates 8,867 4,366 10,165 5,268
Middle distillates 24,247 12,176 29,550 14,942
Heavy fractions 4,079 2,111 4,964 2,730
Monomers 1,537 729 1,758 930
Polymers
Aromas
1,494
499
740
136
1,770
832
925
404
Fertilizers 626 295 720 358
Plastics 342 149 457 255
PTA 545 261 884 437
Other* 4,444 2,266 4,345 2,555
Outside the scope of IFRS 15 13 7 12 6
46,693 23,236 55,457 28,810
ENERGY
Revenue from contracts with customers
10,334 4,279 11,257 4,647
IFRS 15, including:
Distribution services, including:
4,131 1,871 3,463 1,316
gas 632 272 433 188
heat 75 24 62 26
electricity 3,424 1,575 2,968 1,102
Outside the scope of IFRS 15 44 22 42 21
10,378 4,301 11,299 4,668
CONSUMERS & PRODUCTS
Revenue from contracts with customers
IFRS 15
49,040 21,960 53,782 24,311
Light distillates 10,355 5,417 11,629 6,343
Middle distillates 13,502 6,799 16,109 8,265
Natural gas 12,668 4,024 15,624 5,428
LNG**** 20 9 45 16
CNG* 65 33 61 29
Electricity 4,669 2,021 4,686 2,242
Distribution services 3,951 1,559 2,236 812
Other** 3,810 2,098 3,392 1,176
Outside the scope of IFRS 15 99 50 437 206
49,139 22,010 54,219 24,517
CORPORATE FUNCTIONS
Revenue from contracts with customers
165 86 179 95
IFRS 15
Outside the scope of IFRS 15 15
180
8
94
16
195
8
103
134,194 60,659 151,842 69,510

* Other mainly comprises brine, residual salt, vacuum distillates, acetone, phenol, industrial gases, sulfur, ammonia, butadiene, caustic soda and caprolactam. Also recognised is revenue from the sale of services and materials.

** Other mainly comprises sales of non-fuel goods.

*** Natural gas liquids: Gas consisting of molecules heavier than methane, including ethane, propane, butane, and isobutane.

**** Liquefied natural gas.

***** CNG Compressed Natural Gas.

5.1.2. Geographical disaggregation of revenue – presented by the country of the customer's registered office

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Revenue from contracts with customers
Poland 88,650 37,983 99,431 43,030
Germany 9,846 4,506 9,555 4,930
Czech Republic 8,120 4,128 9,590 4,945
Lithuania, Latvia, Estonia 6,226 3,125 6,739 3,353
Austria 2,860 1,546 3,531 1,823
Other countries, including: 17,906 9,075 20,876 10,515
Netherlands 4,283 2,025 5,075 2,270
Ukraine 2,405 1,391 2,295 1,123
Switzerland 2,134 1,078 2,743 1,522
United Kingdom 1,522 706 3,380 1,392
Hungary 1,319 662 1,229 677
Slovakia 881 451 1,040
##
538
Ireland 512 278 479 267
133,608 60,363 149,722 68,596
3 months ended 31/12/2020
outside the scope of IFRS 15
586 296 2,120 914
134,194 60,659 151,842 69,510

In the six and three months ended 30 June 2025 and 30 June 2024, the Group had no single customer to whom sales exceeded 10% of the ORLEN Group's total sales revenue.

5.2. Operating expenses

SELECTED ACCOUNTING POLICIES

Cost of sales includes the cost of finished goods, goods for resale, materials and services sold, as well as inventory write-downs to net realisable value. Costs are adjusted for gains or losses arising from the settlement of instruments hedging cash flows relating to these costs. Additionally, costs are reduced by grants, including compensation, relating to the relevant cost items.

Selling expenses comprise sales agency costs, trading expenses, advertising and promotion costs, and distribution costs, as well as fees incurred by the Group under regulatory requirements, calculated based on the volume of certain goods placed on the market, such as NRT and NIT.

General and administrative expenses include costs associated with managing and administering the Group as a whole.

For crude oil produced on the Norwegian Continental Shelf, where the Group holds joint interests in various licences with other stakeholders, the volume of crude oil sold to customers may differ from the volume allocated to the Group based on its interest in a given licence during the reporting period. If the production volume exceeds the sales volume, an underlift asset is recognised in the consolidated financial statements. Conversely, if the volume of crude oil sold during a reporting period exceeds the production volume attributable to the Group, an overlift liability is recognised. The underlift asset and overlift liability are measured based on market values as at the reporting date. Changes in the carrying amount of production surpluses or deficits of hydrocarbons relative to volumes sold are recognised in profit or loss for the current period as an adjustment to the cost of sales.

Costs by nature of expense

6 MONTHS
ENDED
3 MONTHS
ENDED
6 MONTHS
ENDED
3 MONTHS
ENDED
30/06/2025 30/06/2025 30/06/2024 30/06/2024
(unaudited) (unaudited) (unaudited) (unaudited)
(restated data) (restated data)
Raw materials and consumables used (42,078) (20,836) (54,751) (29,743)
Cost of gas (30,220) (10,151) (30,236) (10,073)
Cost of goods held for resale and materials sold (20,297) (10,429) (18,307) (7,050)
Services (9,009) (4,556) (8,677) (4,317)
Employee benefits (6,974) (3,476) (6,505) (3,140)
Depreciation and amortisation (6,838) (3,491) (6,858) (3,502)
Taxes and charges, including: (5,382) (2,401) (20,788) (9,967)
contribution to the Price Difference Compensation Fund - - (15,410) (7,703)
Other (890) (505) (1,072) (562)
(121,688) (55,845) (147,194) (68,354)
Change in inventories (588) (551) 1,069 (358)
Own work capitalised and other 416 232 728 354
Operating expenses (121,860) (56,164) (145,397) (68,358)
Selling expenses 6,736 3,472 7,230 3,515
General and administrative expenses 3,160 1,532 2,894 1,358
Cost of sales (111,964) (51,160) (135,273) (63,485)

In the first half of 2024, under the amended Act on the special protection of certain consumers of gaseous fuels, enterprises engaged primarily in the extraction of natural gas in Poland were obliged to remit payments to the Price Difference Compensation Fund. No such obligation has applied in 2025.

5.3. Impairment of property, plant and equipment, intangible assets, goodwill and right-of-use assets

As at 30 June 2025, the Group identified impairment indicators in accordance with IAS 36 for upstream assets within the Upstream & Supply segment, reflecting projected lower hydrocarbon prices.

Additionally, the Group considers that the indications of impairment for the ORLEN – Petrochemicals CGU and the ORLEN Lietuva – Refinery CGU, identified during analyses and disclosed in the consolidated financial statements as at and for the year ended 31 December 2024, remain valid. The value in use of these cashgenerating units remains negative.

Total net impairment losses on property, plant and equipment, intangible assets, goodwill and right-of-use assets are presented by segment below.

Segment 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Upstream & Supply (513) (376) (74) (31)
Downstream (2,250) (995) (1,133) (465)
Energy (95) (77) (32) (25)
Consumers & Products (33) (39) 1 1
Corporate Functions (2) (2) (1) (1)
Total (2,893) (1,489) (1,239) (521)

Net impairment losses on property, plant and equipment, intangible assets, goodwill and rights-of-use assets of the Group, by company:

Company/Group 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
ORLEN (2,100) (1,134) (1,196) (490)
ORLEN Lietuva Group (451) (190) (1) (1)
ORLEN Unipetrol Group (70) (37) (7) (6)
ORLEN Upstream Norway AS (208) (74) (7) (3)
ENERGA Group (25) (14) (4) (2)
Polska Spółka Gazownictwa Group (17) (12) (22) (21)
ORLEN Upstream Polska Group (25) (24) - -
Other 3 (4) (2) 2
Total (2,893) (1,489) (1,239) (521)

Reversal and recognition of impairment losses on property, plant and equipment, intangible assets, goodwill and rights-of-use assets were recognised in other income and other expenses (Note 5.4), respectively.

The Group continuously monitors macroeconomic factors affecting its future performance and financial position. Market conditions in the first half of 2025 were characterised by significant volatility, which particularly affected the Upstream & Supply and Downstream segments. Early Q2 2025 saw price declines across the Group's key commodities – notably crude oil, natural gas and petrochemicals – driven by US tariff policies and consequent global recession concerns. Mid-June marked a turning point when Middle East tensions escalated, threatening Strait of Hormuz supply routes and placing upward pressure on commodity and refined product prices. While geopolitical risks remain elevated in key energy regions, expected OPEC+ production increases combined with economic headwinds may sustain lower energy commodity pricing through the short to medium term.

These conditions potentially support Downstream segment outperformance versus current forecasts, particularly in refining margins. Realisation will depend upon evolving global trade policies and European economic recovery trajectory.

A comparison of the key macroeconomic parameters adopted for the tests as at 30 June 2025 and 31 December 2024 is presented in the tables below.

30 June 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Brent USD/bbl 69.02 69.85 72.63 75.85 81.24 86.89 90.68 92.16 93.65 95.14
Natural gas EUR/MWh 35.18 31.18 27.45 21.79 16.13 16.51 25.64 30.24 31.67 33.65
gasoline crack
spread
USD/t 169.67 165.49 186.25 207.52 219.39 227.88 233.95 236.06 236.64 237.76
diesel oil crack
spread
USD/t 116.82 105.76 113.87 123.75 126.24 129.60 138.55 142.33 145.63 150.60
CO2 emission
allowances
EUR/t 86.00 90.57 95.19 105.21 116.00 130.38 143.23 152.04 160.69 172.02
31 December 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Brent USD/bbl 81.05 82.31 83.68 85.41 87.19 88.99 90.33 91.68 93.05 94.38
Natural gas EUR/MWh 37.06 32.39 28.58 25.76 22.95 21.94 25.06 27.84 31.48 33.06
gasoline crack
spread
USD/t 182.10 138.16 147.11 172.48 187.75 191.72 195.53 199.41 203.38 205.96
diesel oil crack
spread
USD/t 144.76 108.87 106.75 120.97 127.44 125.60 132.55 139.76 147.39 152.93
CO2 emission
allowances
EUR/t 75.92 88.73 101.53 114.34 127.15 139.96 152.77 165.57 178.38 191.19

The Downstream segment recognised net impairment losses on non-current assets for the six- and threemonth periods ended 30 June 2025, comprising PLN (1,814) million and PLN (852) million, respectively, for the ORLEN Petrochemicals CGU, and PLN (397) million and PLN (136) million, respectively, for ORLEN Lietuva assets.

Additional impairments recognised in the first half of 2025 of PLN (54) million on ORLEN Lietuva non-current assets were allocated to the Energy segment.

These impairments primarily reflect capital expenditure made in the first half of 2025 on the Nowa Chemia project at ORLEN and the Hydrocracking unit at ORLEN Lietuva.

The value in use for the ORLEN Petrochemicals CGU totalled PLN (4,169) million at 30 June 2025, compared with PLN (5,124) million at 31 December 2024, calculated using petrochemicals-specific discount rates for Polish operations as detailed below. The reduction in value in use primarily reflects impaired capital expenditure made in the first half of 2025.

Poland / Petrochemicals 2025 2026 2027 2028 2029 2030+
2025-06-30 8.97% 8.17% 8.35% 8.65% 8.99% 8.25%
2024-12-31 8.70% 9.06% 9.33% 9.50% 9.60% 8.12%

ORLEN Lietuva's value in use totalled PLN (534) million at 30 June 2025, compared with PLN (2,800) million at 31 December 2024, calculated using Lithuania Refining-specific discount rates detailed below. The change in value in use was driven primarily by projected improvements in refining market conditions.

Lithuania / Refinery 2025 2026 2027 2028 2029 2030+
2025-06-30 7.56% 6.74% 6.89% 7.12% 7.37% 6.43%
2024-12-31 7.43% 7.56% 7.71% 7.80% 7.87% 6.20%

Sensitivity analyses of the value-in-use calculations for the Petrochemicals CGU in ORLEN and the Refinery CGU in ORLEN Lietuva, assuming a ±1 percentage-point change in the discount rate and a ±5% change in EBITDA, showed no effect on the amount of the recognised impairment loss.

The Group continues restructuring initiatives within the Downstream segment aligned with the ORLEN 2035 Strategy.

The Upstream & Supply segment recognised a PLN 644 million impairment reversal in the six months ended 30 June 2025, reflecting revised technical assumptions and documented reserve upgrades at the Kościan-Brońsko field within ORLEN's production portfolio.

Projected commodity price weakness, particularly for crude oil, necessitated impairment testing of Upstream & Supply's extraction assets with heightened price sensitivity. These assessments incorporated updated production volume projections.

The impairment testing carried out in the segment in the first half of 2025 resulted in PLN (828) million of charges across Polish, Pakistani and Norwegian assets (including the YME field).

Additional net impairments of PLN (329) million related primarily to unsuccessful exploration expenditure and closure of the UAE branch operations.

Values in use for extraction assets within the ORLEN Upstream & Supply segment totalled PLN 22,714 million at 30 June 2025 and PLN 21,003 million at 31 December 2024. These were calculated using Poland – Production Development discount rates for Polish assets and Pakistan – Field Development and Production rates for Pakistani assets, as detailed in the tables below. The YME field's value in use within ORLEN Upstream Norway totalled PLN 97 million at 30 June 2025 and PLN 186 million at 31 December 2024, calculated using Norway – Production Development discount rates detailed in the table below.

Poland / Development and production 2025 2026 2027 2028 2029 2030+
2025-06-30
2024-12-31
7.72%
7.45%
6.92%
7.81%
7.10%
8.08%
7.40%
8.25%
7.74%
8.34%
7.01%
6.88%
Pakistan / Upstream development and production 2025 2026 2027 2028 2029 2030+
2025-06-30
2024-12-31
20.63%
19.44%
19.80%
19.57%
19.95%
19.72%
20.18%
19.81%
20.44%
19.88%
19.49%
18.19%
Norway / Development and production 2025 2026 2027 2028 2029 2030+
2025-06-30 6.03% 5.52% 5.53% 5.64% 5.80% 4.76%
2024-12-31 5.82% 5.69% 5.74% 5.86% 5.98% 4.72%

Sensitivity analysis of the value in use of ORLEN in the Upstream & Supply segment as at 30 June 2025

EBITDA
(PLN million)
change -5% 0% 5%
DISCOUNT
RATE
-1pp increase in impairment loss
(355)
decrease in impairment loss
747
decrease in impairment loss
1,848
0.0pp increase in impairment loss
(1,062)
- decrease in impairment loss
1,062
+1pp increase in impairment loss
(1,664)
increase in impairment loss
(636)
increase in impairment loss
(1,055)

The sensitivity analysis of the value in use of the YME field in ORLEN Upstream Norway, assuming a ±1 percentage point change in the discount rate and a ±5% change in EBITDA, showed no material impact on the recognised impairment loss.

The remaining impairment charges relate principally to discontinued capital projects and the derecognition of property, plant and equipment.

5.4. Other income and expenses

Other income

NOTE 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Gain on disposal of non-current non-financial assets 44 23 28 10
Reversal of impairment losses on property, plant
and equipment, intangible assets, and other assets
5.3 729 712 61 60
Reversal of provisions 66 27 42 30
Interest on trade receivables 125 63 67 30
Net foreign exchange gains
exchange differences on trade receivables and
payables
976 516 - 78
Penalties and compensations 178 37 621 493
Grants 38 22 29 16
Derivatives, including: 1,200 743 691 246
not designated for hedge
accounting – settlement and measurement
1,049 671 359 221
cash flow hedges – ineffective portion,
settlement and measurement
123 65 228 -
Other 145 92 253 170
3,501 2,235 1,792 1,133

Other expenses

NOTE 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Loss on disposal of non-current non-financial
assets
(40) (21) (73) (29)
Recognition of impairment losses on property,
plant and equipment, intangible assets, goodwill,
and other assets
5.3 (3,622) (2,201) (1,300) (581)
Recognition of provisions (344) (268) (102) (49)
Net foreign exchange losses
exchange differences on trade receivables and
payables
- - (129) -
Penalties, damages and compensations (57) (31) (43) (21)
Derivatives, including: (1,309) (714) (757) (367)
not designated for hedge
accounting – settlement and measurement
(1,120) (616) (418) (56)
cash flow hedges – ineffective portion,
settlement and measurement
(82) (47) (165) (187)
Other (178) (115) (521) (272)
(5,550) (3,350) (2,925) (1,319)

In the six and three months ended 30 June 2025, impairment losses recognised on property, plant and equipment, intangible assets, goodwill and other assets related chiefly to charges recognised in the Downstream and Upstream & Supply segments.

During the second quarter of 2025, the Group recognised a PLN 217 million provision following the partial arbitral award in proceedings between ORLEN S.A. and Gazprom PJSC/Gazprom Export LLC concerning Yamal Contract pricing revisions for the period January 2018 to January 2021. See Note 5.16 for dispute details and provision methodology.

Net settlement and net measurement of derivative financial instruments not designated for hedge accounting relating to operating exposure

In the six and three-month periods ended 30 June 2025 and 30 June 2024, the Group recognised net gains/(losses) from derivative financial instruments not designated in hedge accounting relationships, presented within operating activities. These comprised primarily commodity derivatives hedging timing mismatches on crude oil purchases (commodity swap) and price exposures on natural gas purchases/sales and electricity sales (commodity futures and forwards). The forward foreign-exchange contracts hedge currency risk arising from the Group's operating activities, mainly in USD and EUR.

5.5. Finance income and costs

Finance income

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Interest calculated using the effective interest rate
method
471 280 437 227
Other interest 43 6 30 30
Net foreign exchange gains 127 10 192 -
Derivatives not designated for hedge accounting –
settlement and measurement
117 57 85 -
Other 53 34 55 28
811 387 799 285

Finance costs

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Interest calculated using the effective interest rate
method
(359) (169) (116) (56)
Lease interest (322) (156) (295) (141)
Net foreign exchange losses (3) (3) - (130)
Derivatives not designated for hedge accounting –
settlement and measurement
(350) (178) (59) (12)
Other (106) (50) (125) (70)
(1,140) (556) (595) (409)

Capitalised borrowing costs for the six months ended 30 June 2025 and 30 June 2024 amounted to PLN (311) million and PLN (201) million, respectively, while for the three months ended 30 June 2025 and 30 June 2024 they amounted to PLN (304) million and PLN (120) million, respectively.

Net settlement and net measurement of derivative financial instruments not designated for hedge accounting

For the three and six months ended 30 June 2025 and 30 June 2024, the Group recognised net gains / (losses) on derivative financial instruments not designated in hedge-accounting relationships. These gains / (losses) arose primarily from foreign-exchange hedges executed for liquidity management and from instruments used to manage floating-rate exposure. In January 2025, following the issuance of ten-year, fixedrate US-dollar bonds, the Group entered into cross-currency interest-rate swaps (CCIRS) that (i) exchanged the fixed USD coupon for a floating EURIBOR-linked rate and (ii) converted the bond principal from USD into EUR. Consistent with the Group's Market Risk Management Policy, the debt portfolio is optimised to maintain a target fixed-to-total debt ratio. The switch from USD to EUR exposure mirrors the Group's larger current and forecast natural long position in EUR relative to USD, thereby facilitating servicing of the bond liabilities. To retain the fixed-to-total ratio while positioning the debt structure to benefit from the expected decline in euro interest rates, the Group simultaneously converted the coupon from fixed to floating. Additionally, to reduce funding costs, the benchmark reference rate was changed from the higher-yielding SOFR to six-month EURIBOR. Measurement and settlement of the derivative portfolio were driven primarily by movements in PLN/EUR and PLN/USD exchange rates and by changes in EURIBOR during the reporting period.

5.6. Effective tax rate

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Profit before tax 9,704 3,086 5,598 1,070
Income tax computed at Poland's statutory tax rate
of 19%
(1,844) (587) (1,064) (205)
Differences between statutory tax rates (1,613) (510) (1,502) (800)
Norway (78%) (1,498) (428) (1,522) (812)
ORLEN S.A.'s foreign branches (113) (79) 41 13
Germany (30% and 33%) (21) (13) (21) (10)
Lithuania (15%) (9) (5) 24 12
Malta (35%) (4) (1) (3) (2)
Switzerland (25%) 6 1 (21) (8)
Czech Republic (21%) 26 16 1 7
Canada (27%) - (1) (1) -
Impairment losses on property, plant and
equipment and intangible assets
(75) (30) 3 -
Tax losses (29) (75) (37) (44)
Tradable rights received free of charge (129) (148) (13) (21)
Investments accounted for using the equity method 48 (6) 41 48
Tax relief 16 (1) 32 1
Other (146) (121) (234) (23)
Income tax (3,772) (1,478) (2,774) (1,044)
Effective tax rate 39% 48% 50% 98%

5.7. Goodwill

Segment 30/06/2025
(unaudited)
31/12/2024
(restated data)
At the beginning of the period 4,277 2,179
New acquisitions 90 2,491
Photovoltaic farms Neo Solar Chotków, Neo Solar Farms and
FW WARTA wind farm
Energy (5)* 154
ENERGA Group (PVE 28 and VRS 14) Energy - 28
GK ENERGA (VRW 11) Energy 92 -
ENERGA Group (Kleczew) Energy 3 687
ORLEN Projekt Czeska Republika Corporate Functions 11
ORLEN Austria Consumers & Products - 471
KUFPEC Norway AS Upstream & Supply - 1,140
Impairment losses Downstream,
Consumers & Products
- (269)
Foreign exchange differences 12 (124)
4,379 4,277

* purchase price adjustment

5.8. Investments in joint arrangements and associates

Place of
business
Principal business %
ownership
interest
as at 30 June
Accounting
method
2025
Joint ventures
Basell ORLEN Polyolefins Group
(BOP) (ORLEN)
Płock, Poland production, distribution and
sale of polyolefin
50.00% equity method
Płocki Park Przemysłowo-Technologiczny
Group (ORLEN)
Płock, Poland property development and leasing 50.00% equity method
Pieridae Production GP Ltd (ORLEN
Upstream Kanada Group)
Calgary,
Canada
exploration and extraction of minerals,
storage, transport and logistics
50.00% equity method
Baltic Power (ORLEN) Warsaw,
Poland
construction and operation of offshore
wind farms
51.00% equity method
ORLEN Synthos Green Energy Group
(ORLEN)
Warsaw,
Poland
commercialisation of micro and small
nuclear reactor technology
50.00% equity method
UAB Minijos Nafta
(AB LOTOS Geonafta)
Gargżdai,
Lithuania
crude oil exploration and production 50.00% equity method
Elektrociepłownia Stalowa Wola S.A.
(ORLEN Termika S.A.)
Stalowa Wola,
Poland
production of electricity and heat 50.00% equity method
Zakład Separacji Popiołów
Siekierki S.A. (ORLEN Termika S.A.)
Warsaw,
Poland
fly ash processing 70.00% equity method
Baltic Offshore Service Solution (ENERGA) Gdańsk,
Poland
operations and maintenance services for
the offshore wind energy sector
50.00% equity method
Atlas EXL 011 ANS (ORLEN Upstream
Norway)
Bærum,
Norway
carbon capture and storage 20.00% equity method
Associates
Polimex Mostostal S.A.
(ENERGA and ORLEN Technologie S.A.)*
Warsaw,
Poland
engineering and construction company,
general contractor for industrial
construction, and manufacturer and
exporter of steel structures
32.46% equity method
Zakład Wytwórczy Urządzeń
Gazowniczych "Intergaz" Sp. z o.o.
(ORLEN)
Tarnowskie
Góry, Poland
manufacture of gas meters and gas
pressure regulators
38.30% equity method
UAB Naftelf (ORLEN Lietuva) Vilnius,
Lithuania
aviation fuel trading and construction of
storage facilities
34.00% equity method
Naftoport Sp. z o.o. (ORLEN) Gdańsk,
Poland
transshipment and transit of crude oil and
petroleum products
26.92% equity method
PFK GASKON S.A. (ORLEN) Warsaw,
Poland
financial advisory in the energy sector and
real estate management
45.94% equity method
DEWON S.A. (ORLEN) Kyiv, Ukraine provision of services related to natural gas
extraction, well reconstruction, and the
development of and production from
deposits in Ukraine
36.38% equity method
Kościańska Oficyna Wydawnicza
Sp. z o.o. (Polska Press Group)
Kościan,
Poland
newspaper publishing 50.00% equity method
Południowa Oficyna Wydawnicza
Sp. z o.o. (Polska Press Group)
Jarocin,
Poland
magazine and periodical publishing 40.11% equity method
Wągrowiecka Oficyna Wydawnicza
Sp. z o.o. (Polska Press Group)
Wągrowiec,
Poland
newspaper publishing 39.00% equity method
joint operations conducted through a
separate entity
Rafineria Gdańska S.A. (ORLEN) Gdańsk,
Poland
processing of crude oil, production of fuels
and oils
70.00% share of
assets and
liabilities
Butadien Kralupy (ORLEN Unipetrol) Kralupy nad
Vltavou,
Czech Republic
manufacturing of butadien 51.00% share of
assets and
liabilities

* The Group holds 81 million shares of Polimex Mostostal with a nominal value of PLN 2 per share, which represents approximately a 32.46% ownership interest. Polimex Mostostal shares are listed on the Warsaw Stock Exchange (WSE). The fair value of the investment as at 30 June 2025 was PLN 385 million.

Investments accounted for using the equity method

30/06/2025
(unaudited)
31/12/2024
Joint ventures 1,966 1,729
Basell ORLEN Polyolefins Group 482 506
Baltic Power 1,111 836
ORLEN Synthos Green Energy Group 330 337
Other 43 50
Associates 240 240
Polimex Mostostal 140 151
Naftoport 82 71
Other 18 18
2,206 1,969

Share of profit of investees accounted for using the equity method

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Joint ventures 250 (57) 265 247
Basell ORLEN Polyolefins Group (24) (15) (3) 13
ORLEN Synthos Green Energy Group (8) (5) (5) (3)
Baltic Power 280 (37) 271 237
Other 2 - 2 -
Associates 1 21 (50) 5
Naftoport 11 7 14 8
Polimex Mostostal (11) 13 (65) (4)
Other 1 1 1 1
251 (36) 215 252

Condensed financial information of the joint venture Basell ORLEN Polyolefins Group

30/06/2025
(unaudited)
31/12/2024
Non-current assets 687 691
Current assets, including: 1,172 1,242
cash 403 456
other current assets 769 786
Total assets 1,859 1,933
Total equity 1,166 1,213
Non-current liabilities 21 19
Current liabilities, including: 672 701
trade and other payables 655 686
Total liabilities 693 720
Total equity and liabilities 1,859 1,933
Net debt (403) (456)
Net assets 1,166 1,213
Group's share in joint venture (50%) 583 607
Elimination of gains or losses from transactions with the joint venture (101) (101)
Investments in joint venture accounted for using the equity method 482 506

(PLN million)

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Revenue 1,460 727 1,596 791
Cost of sales, including: (1,445) (731) (1,525) (753)
depreciation and amortisation (40) (20) (20) (20)
Gross profit/(loss) 15 (4) 71 38
Selling expenses (57) (28) (64) (31)
General and administrative expenses (16) (8) (17) (9)
Other income and expenses (4) (2) - (1)
Operating (loss) (62) (42) (10) (3)
Net finance income/(costs) 4 6 7 5
Profit/(loss) before tax (58) (36) (3) 2
Income tax 11 7 - (1)
Net profit/(loss) (47) (29) (3) 1
Dividends received from the joint venture - - 51 51
Net profit/(loss) (47) (29) (3) 1
Group's share in joint venture (50%) (24) (15) (2) 1
Elimination of gains or losses from transactions with
the joint venture
- - (1) 12
Group's share of profit/(loss) of the joint venture
accounted for using the equity method
(24) (15) (3) 13

Condensed financial information of the joint venture Baltic Power Sp. z o.o.

30/06/2025
(unaudited)
31/12/2024
Non-current assets 11,044 8,632
Current assets, including: 706 450
cash 351 142
other current assets 355 308
Total assets 11,750 9,082
Total equity 2,038 1,499
Non-current liabilities, including: 8,959 6,721
borrowings 8,266 5,409
other non-current liabilities 693 1,312
Current liabilities, including: 753 862
trade and other payables 311 753
Total liabilities 9,712 7,583
Total equity and liabilities 11,750 9,082
Net debt 8,176 5,376
Net assets 2,038 1,499
Group's share in joint venture (51%) 1,042 767
Goodwill 69 69
Investments in joint venture accounted for using the equity method 1,111 836
6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Operating (loss) (10) (8) (8) (4)
Net finance income and costs, including: 558 (64) 539 468
measurement and settlement of derivatives 562 (61) 533 467
Profit/(loss) before tax 548 (72) 531 464
Net profit/(loss) 548 (72) 531 464
Net profit/(loss) 548 (72) 531 464
Group's share in joint venture (51%) 280 (37) 271 237
Group's share of profit/(loss) of the joint venture
accounted for using the equity method
280 (37) 271 237

Condensed financial information of the associate POLIMEX-Mostostal S.A.

30/06/2025 31/12/2024
(unaudited)
Non-current assets 829 889
Current assets, including: 2,150 2,170
cash 516 494
other current assets 1,634 1,676
Total assets 2,979 3,059
Total equity 544 578
Non-current liabilities, including: 186 192
borrowings 82 92
provisions 104 100
Current liabilities, including: 2,249 2,289
trade and other payables 2,188 2,199
borrowings 61 89
Total liabilities 2,435 2,481
Total equity and liabilities 2,979 3,059
Net assets 544 578
Group's share of net assets of the associate (32.46%) 177 189
Adjustments (37) (38)
Investments in the associate 140 151
6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Revenue 1,760 1,011 1,090 724
Total costs, including: (1,801) (963) (1,345) (733)
depreciation and amortisation (26) (13) (22) (11)
Operating profit/(loss) (41) 48 (255) (9)
Net finance income/(costs) 2 1 9 (1)
Profit/(loss) before tax (39) 49 (246) (10)
Income tax 4 (9) 46 (2)
Net profit/(loss) (35) 40 (200) (12)
Net profit/(loss) (35) 40 (200) (12)
Group's interest in the associate (32.46%) (11) 13 (65) (4)
Group's share of profit or loss of the associate (11) 13 (65) (4)

5.9. Borrowings, bonds

Non-current
30/06/2025
(unaudited)
Non-current
31/12/2024
(restated
data)
Current
30/06/2025
(unaudited)
Current
31/12/2024
(restated data)
Total
30/06/2025
(unaudited)
Total
31/12/2024
(restated data)
Bank borrowings* 6,321 7,847 509 2,023 6,830 9,870
Non-bank borrowings 565 135 38 35 603 170
Bonds 11,416 6,997 1,237 1,109 12,653 8,106
18,302 14,979 1,784 3,167 20,086 18,146

* As at 30 June 2025 and 31 December 2024, this item included Project Finance loans (financing obtained by special purpose entities for investment projects) of PLN 886 million and PLN 566 million, respectively, under non-current liabilities, and PLN 3 million and PLN 4 million, respectively, under current liabilities.

In the six months ended 30 June 2025, as part of cash flows from financing activities, the Group made drawdowns and repayments of borrowings and available credit facilities in a total amount of PLN 3,977 million and PLN (6,748) million, respectively.

The reduction in the Group's bank borrowings as at 30 June 2025 reflected principally net credit repayments by ORLEN of PLN (3,856) million, comprising in particular PLN (4,200) million across two syndicated credit facilities and PLN (1,416) million in overdraft facilities, together with a PLN 1,800 million drawdown under the second and third long-term investment loan agreements with the European Investment Bank.

ORLEN and the European Investment Bank have signed three financing agreements totalling PLN 3,500 million to finance the strategic modernisation programme of the electricity distribution network implemented by Energa-Operator S.A. The funds will be used for investment projects to strengthen the security and efficiency of electricity supply, including the connection of renewable energy sources. The financing carries a 15-year tenor and is structured as an amortising investment loan. As at 30 June 2025, all three agreements remained in effect, with a total commitment of PLN 2,700 million.

In June 2025, Energa-Operator S.A. drew down the first tranche of a PLN 1,333 million loan under the National Recovery and Resilience Plan (KPO), under an agreement entered into with Bank Gospodarstwa Krajowego. The loan is intended to refinance expenditure on the development of smart electricity grids scheduled for implementation between 2022 and 2036. The Group considers the loan to be preferential, as it carries an interest rate significantly below the market rate for comparable financial instruments. Consequently, on initial recognition the loan was measured at a fair value of PLN 399 million, with the PLN 934 million difference between the cash received and the initial carrying amount of the liability – representing the benefit of preferential financing – recognised in accordance with IAS 20 Government Grants.

The amount has been recorded as deferred income within other non-financial liabilities, representing a government grant relating to assets (Note 5.10).

In the six months ended 30 June 2025, the Group raised PLN 4,982 million from the issue of Series C bonds, net of discount. The nominal value of bonds issued by ORLEN on 30 January 2025 was USD 1,250 million, equivalent to PLN 4,521 million as at 30 June 2025. The bonds are admitted to trading on the regulated market of Euronext Dublin. The proceeds will be applied to ongoing operations, including delivery of the investment plans set out in the ORLEN Group Strategy. Further details of the Group's outstanding bond issues are provided in Note 5.14. On 2 July 2025, the Group raised EUR 600 million through a further issue of Series D bonds. For further information, see Note 5.20.

As at 30 June 2025 and 31 December 2024, the maximum available debt financing under credit facility and borrowing agreements was PLN 47,571 million and PLN 38,005 million, respectively. As at 30 June 2025 and 31 December 2024, PLN 38,661 million and PLN 27,443 million, respectively, remained undrawn and available. The increase in the Group's maximum available debt and undrawn credit facilities reflected principally ORLEN's execution of the third PLN 1,700 million facility agreement with the European Investment Bank and Energa-Operator S.A.'s satisfaction of conditions precedent under the PLN 7,700 million National Recovery and Resilience Plan loan agreement signed in February 2025.

Throughout the reporting period and subsequently up to the date of these interim condensed consolidated financial statements, there were no instances of default in respect of principal or interest payments, nor any breaches of the terms of credit facilities. One of the Group's subsidiaries, which at year-end 2024 identified a breach of a covenant relating to a specified capital level in the first quarter of 2025, repaid its bank debt in June 2025.

5.10. Derivatives and other assets and liabilities

Derivatives and other assets

Non-current Non-current Current Current Total Total
30/06/2025
(unaudited)
31/12/2024 30/06/2025
(unaudited)
31/12/2024 30/06/2025
(unaudited)
31/12/2024
Cash flow hedge derivatives 1,482 1,341 1,417 840 2,899 2,181
currency forwards
commodity swap
CO2 commodity futures
1,338
122
22
1,275
-
66
680
661
76
448
85
307
2,018
783
98
1,723
85
373
Derivatives not designated for hedge
accounting
63 148 344 700 407 848
currency forwards
commodity swaps
currency interest rate swap
-
-
-
-
-
-
42
23
1
9
15
24
42
23
1
9
15
24
interest rate swaps
commodity futures, including:
electricity
-
28
3
-
71
8
1
105
29
4
214
46
1
133
32
4
285
54
natural gas
commodity forwards, including:
25
30
63
75
76
164
168
433
101
194
231
508
electricity
natural gas
other
2
28
5
4
71
2
28
136
8
34
399
1
30
164
13
38
470
3
Fair value hedge instruments
commodity swaps
1
1
-
-
1
1
3
3
2
2
3
3
Derivatives 1,546 1,489 1,762 1,543 3,308 3,032
Other financial assets 1,934 2,388 2,071 1,952 4,005 4,340
receivables from settled
derivative instruments
equity instruments
- - 43 65 43 65
measured at fair value
through other
comprehensive income
70 319 - - 70 319
equity instruments
measured at fair value
through profit or loss
218 177 - - 218 177
adjustment to hedged item
collateral and margin deposits
8
-
3
-
12
1,420
5
1,230
20
1,420
8
1,230
bank deposits over 3 months
loans
acquired securities
4
818
291
4
1,110
288
21
130
8
80
114
8
25
948
299
84
1,224
296
restricted cash
other
324
201
315
172
427
10
445
5
751
211
760
177
Other non-financial assets 870 902 73 73 943 975
investment property
shares in unconsolidated
subsidiaries
685
27
678
46
-
-
-
-
685
27
678
46
other* 158 178 73 73 231 251
Other assets 2,804 3,290 2,144 2,025 4,948 5,315

The 'Other' line item consists mainly of prepayments for property, plant and equipment relating to projects under way in the Energy segment.

As at 30 June 2025 and 31 December 2024, the Group held collateral and margin deposits that did not qualify as cash equivalents, related to the settlement of commodity transactions and commodity risk hedging transactions entered into on commodity exchanges (mainly ICE and TGE). The amount of the deposits changes in line with the valuation of outstanding transactions and prevailing market prices and is subject to ongoing adjustment.

As at 30 June 2025 and 31 December 2024, the Group had loans receivable of PLN 661 million and PLN 645 million, respectively, from Baltic Power an equity-accounted investee; PLN 50 million and PLN 308 million, respectively, from Grupa Azoty Polyolefins S.A., recognised as an equity investment at fair value through other comprehensive income; and PLN 237 million and PLN 270 million, respectively, from other entities, including joint arrangements and unconsolidated subsidiaries. As at 30 June 2025, following its assessment of the probability of default, the Group recorded a PLN 50 million expected credit loss allowance against the collateralised loan to Grupa Azoty Polyolefins S.A.

Derivatives and other liabilities

Non-current
30/06/2025
(unaudited)
Non-current
31/12/2024
Current
30/06/2025
(unaudited)
Current
31/12/2024
Total
30/06/2025
(unaudited)
Total
31/12/2024
Cash flow hedge derivatives 92 59 331 269 423 328
currency forwards
commodity swaps
CO2 commodity futures
11
28
53
19
39
1
22
210
99
4
250
15
33
238
152
23
289
16
Derivatives not designated for hedge accounting 308 163 333 651 641 814
currency forwards
commodity swaps
interest rate swaps
currency interest rate swap
commodity futures, including:
electricity
natural gas
commodity forwards, including:
-
1
-
247
32
2
30
28
-
-
3
5
50
4
46
105
18
48
-
-
103
13
90
164
6
2
-
-
98
12
86
545
18
49
-
247
135
15
120
192
6
2
3
5
148
16
132
650
electricity
natural gas
3
25
8
97
39
125
61
484
42
150
69
581
Fair value hedge instruments
commodity swaps
9
9
3
3
13
13
6
6
22
22
9
9
Derivatives 409 225 677 926 1,086 1,151
Other financial liabilities 448 393 710 568 1,158 961
liabilities from
settled derivative
instruments
- - 516 168 516 168
capital expenditure liabilities*
adjustment to hedged item
64
-
64
-
-
1
-
4
64
1
64
4
obligation to return
consideration received
collateral and margin deposits
long-term employee benefits
-
-
1
-
-
-
132
39
-
273
96
-
132
39
1
273
96
-
security deposits*
other
Other non-financial liabilities
110
273
1,649
107
222
685
-
22
1,603
-
27
166
110
295
3,252
107
249
851
contract 71 77 - - 71 77
liabilities
deferred income
liabilities arising from
1,578 608 1,581 122 3,159 730
contracts measured at
the final purchase price allocation
liabilities directly
associated with
-
-
-
-
22
-
43
1
22
-
43
1
assets classified
as held for sale
Other liabilities 2,097 1,078 2,313 734 4,410 1,812

* Investment liabilities and short-term security deposits are presented under Trade and other payables.

Further information on movements in derivative financial instruments not designated in hedge-accounting relationships is presented in Notes 5.4 and 5.5.

Receivables/liabilities from settled derivative instruments relate to instruments that matured on or before the reporting date but have a settlement date after the reporting period. As at 30 June 2025, these balances included matured commodity swaps, primarily hedging timing mismatches in crude oil purchases, excess inventories, and natural gas exposures.

Deferred income consisted primarily of the unamortised portion of government grants received for energy rights, amounting to PLN 1,465 million, and for property, plant and equipment, amounting to PLN 683 million.

The increase reflects recognition in the second quarter of 2025 of PLN 934 million as a government grant relating to assets, representing the estimated benefit from below-market interest rates on the initial PLN 1,333 million tranche of the preferential loan facility funded through the National Recovery and Resilience Plan (see Note 5.9).

Such grants are recognised in other income on a systematic basis over the useful lives of the related depreciable assets.

5.11. Provisions

Non-current
30/06/2025
(unaudited)
Non-current
31/12/2024
Current
30/06/2025
(unaudited)
Current
31/12/2024
Total
30/06/2025
(unaudited)
Total
31/12/2024
Decommissioning and environmental
costs
7,231 7,106 189 144 7,420 7,250
Long-service awards and post
employment benefits
2,094 1,970 285 282 2,379 2,252
CO₂ emissions, energy certificates - - 8,950 6,564 8,950 6,564
Other 2,040 2,266 1,604 1,282 3,644 3,548
11,365 11,342 11,028 8,272 22,393 19,614

For further details, see Note 3.1.

5.12. Fair value measurement methods (fair value hierarchy)

Compared with the previous reporting period, the Group made no changes to its measurement policies for financial instruments.

The fair value measurement policies are described in Note 15.3.1 in the 2024 Consolidated Financial Statements.

The financial assets measured at fair value through other comprehensive income (FVOCI) include listed and unlisted shares not held for trading. For unlisted shares where no observable market inputs are available, fair value is determined using a discounted cash flow model based on expected future cash flows.

Fair value hierarchy

30/06/2025 Fair value hierarchy
Carrying
amount
(unaudited)
Fair value
(unaudited)
Level 1 Level 2 Level 3
Financial assets
Equity instruments
measured at fair value through other 70 70 52 - 18
comprehensive income
Equity instruments
measured at fair value through profit or loss 218 218 - - 218
Loans 948 1,108 - 1,108 -
Derivatives 3,308 3,308 590 2,718 -
Acquired securities 299 395 - 395 -
4,843 5,099 642 4,221 236
Financial liabilities
Bank borrowings 6,830 6,864 - 6,864 -
Non-bank borrowings 603 641 - 641 -
Bonds 12,653 12,718 11,161 1,557 -
Derivatives 1,086 1,086 557 529 -
21,172 21,309 11,718 9,591 -
31/12/2024 Fair value hierarchy
Carrying
amount
(unaudited)
Fair value
(unaudited)
Level 1 Level 2 Level 3
Financial assets
Equity instruments
measured at fair value through other 319 319 48 - 271
comprehensive income
Equity instruments 177 177 - - 177
measured at fair value through profit or loss
Loans 1,224 1,283 - 1,283 -
Derivatives 3,032 3,032 1,170 1,862 -
Acquired securities 296 399 - 399 -
5,048 5,210 1,218 3,544 448
Financial liabilities
Bank borrowings 9,870 9,902 - 9,902 -
Non-bank borrowings 170 171 - 171 -
Bonds 8,106 8,051 6,502 1,549 -
Derivatives 1,151 1,151 888 263 -
19,297 19,275 7,390 11,885 -

For all other classes of financial assets and liabilities, fair value corresponds to their carrying amount. The fair value of financial assets and liabilities traded in active markets is determined based on quoted market prices (Level 1 inputs). In all other cases, fair value is determined using other observable inputs, either directly or indirectly (Level 2), or unobservable inputs (Level 3).

There were no transfers between levels of the fair value hierarchy within the Group during the reporting period or the comparative period.

5.13. Future commitments under signed investment contracts

As at 30 June 2025 and 31 December 2024, future commitments arising from investment contracts signed by those dates amounted to PLN 23,063 million and PLN 22,444 million, respectively.

5.14. Issuance and redemption of debt securities

As at 30 June 2025, the Group's outstanding debt securities included the following:

  • a) ORLEN:
  • Under the non-public domestic bond programme: Series C and Series D bonds remain outstanding, with a total nominal value of PLN 2,000 million;
  • Under the updated Global Medium-Term Note (GMTN) programme: Series A and Series B bonds remain outstanding, with a total nominal value of EUR 1,000 million, as well as Series C bonds with a nominal value of USD 1,250 million.
  • b) ENERGA Group:
  • Under the Eurobond programme: one bond series remains outstanding, with a nominal value of EUR 300 million;
  • Under the subscription agreement and project agreement with the European Investment Bank: one series of subordinated bonds remains outstanding, with a nominal value of EUR 125 million.

ORLEN's Series C and Series D domestic bonds, totalling PLN 2,000 million in nominal value, were issued under the Group's sustainability-linked bond framework, which incorporates ESG rating criteria. The ESG rating is assigned by independent agencies and assesses a company's or industry's ability to achieve long-term sustainable development, taking into account three key non-financial factors: environmental, social, and corporate governance considerations. In the environmental domain, key considerations include product emissions and carbon footprint, environmental impact, resource efficiency, and the deployment of green technologies. The most recent ESG rating review conducted by MSCI ESG Research Limited in Q1 2025 reaffirmed ORLEN's ESG rating at A.

ORLEN's Series A Euronotes, with a nominal value of EUR 500 million, were issued under a green notes framework to finance projects that support environmental and climate objectives. ORLEN has established and published its Green Finance Framework, setting out the investment processes linked to the energy transition that are eligible for financing under this framework. It also defines key performance indicators to assess project implementation and measure their environmental impact. The Group updated its Green Finance Framework in June 2025, with publication on the ORLEN corporate website (https://www.orlen.pl/pl/zrownowazonyrozwoj/zielone-finansowanie). The framework received a Sustainable Quality Score (SQS) of 2 ("Very Good") from Moody's Ratings.

5.15. Dividend for 2024

The Annual General Meeting of ORLEN held on 5 June 2025 resolved to allocate PLN 6,965,652,294 for dividend payment, representing PLN 6.00 per share. The dividend record date was set as 14 August 2025, with payment on 1 September 2025.

5.16. Claims, litigation and other contingent liabilities

Parties Subject of the claim Amount of the claim Stage of proceedings
30 June
2025
31
December
2024
Elektrobudowa vs
ORLEN
The claim concerns the settlement of an
Engineering, Procurement and Construction
(EPC) contract dated 1 August 2016 for the
construction of the Metathesis Unit,
commissioned in 2019.
62 178 A claim from the Elektrobudowa S.A. insolvency
administrator for additional compensation on the
Metathesis plant construction contract remains
outstanding.
Related litigation provisions amounted to PLN 32
million at 30 June 2025.
Veolia Energia
Warszawa vs
ORLEN Termika
S.A.
Settlement of the Warsaw district heating
market development contract
93.6 93.6 First-instance proceedings – the case file has been
supplemented with submissions containing
significant opinions on the case from the General
Counsel to the Republic of Poland (Prokuratoria
Generalna RP) and the President of the Office of
Competition and Consumer Protection (UOKiK). The
Court has directed that these submissions be served
and has given the parties until 15 April 2025 to file
their responses. Pending determination of hearing
date.
Litigation provisions of PLN 124 million were
recognised as at 30 June 2025, representing the
principal claim and interest.
ORLEN Upstream
Norway AS vs
Tax Authority
Disputes with the tax authority:
a) dispute over historical thin capitalisation
at LEPN,
b) dispute over the treatment of gas sales
costs,
b) dispute over historical thin capitalisation
at OUN.
188
(NOK 523
million)
plus
interest
180
(NOK 499
million)
plus interest
Re items a) and b): cases currently at the
administrative proceedings stage;
Tax litigation provisions totalled approximately PLN
109.9 million at 30 June 2025 (NOK 305 million
equivalent).
Re item c): ORLEN Upstream Norway AS (OUN)
succeeded at trial and appellate levels. The Tax
Authority has appealed portions of the May 2025
Court of Appeal judgment to the Supreme Court. The
matter awaits determination of permission to appeal.
POLWAX vs
ORLEN Projekt
ORLEN Projekt has brought three court
proceedings against POLWAX relating to
the investment project 'Construction and
commissioning of a solvent de-oiling unit for
paraffin slack waxes together with auxiliary
installations' (the 'FUTURE Project').
POLWAX has brought three court
proceedings against ORLEN Projekt in
75.6
141.9
75.6
141.9
The parties executed a settlement agreement in June
2025 concluding all disputes relating to the FUTURE
Project, pursuant to which POLWAX undertook to
pay ORLEN Projekt PLN 30 million in four
instalments.
ORLEN Group connection with the FUTURE Project.
Unauthorised use of land (the companies
lack title to certain plots on which, among
other things, their energy and gas
infrastructure is located).
490 336 The Group maintains ongoing assessment of claim
validity and quantum, determining provision
requirements accordingly. Provisions are recognised
for initiated legal proceedings. No provisions are
recognised for potential unasserted landowner
claims. Contingent liabilities are recognised where
uncertainty exists over claim amounts or land title
validity. Based on historical claims experience for
unauthorised land use and associated costs incurred
in prior periods,
the Group considers the short-term risk of material
costs arising from such matters to be low at the
reporting date.
Settlements with
Gazprom
Settlements for natural gas supplied under
the Yamal Contract and the suspension of
natural gas deliveries by Gazprom
given below. Arbitration proceedings are pending. A detailed description of the proceedings is

Settlements for natural gas supplied under the Yamal Contract and the suspension of natural gas deliveries by Gazprom

On 31 March 2022, the President of the Russian Federation issued Decree No. 172 ('On a Special Procedure for the Performance of Obligations by Foreign Purchasers to Russian Natural Gas Suppliers', the 'Decree'). Following this, Gazprom formally requested PGNiG to amend certain provisions of the Yamal Contract, notably by introducing settlements in Russian roubles.

On 12 April 2022, the Management Board of PGNiG S.A. resolved that it would continue to settle its obligations in respect of gas supplied by Gazprom under the Yamal Contract strictly in accordance with the existing

contractual terms. Consequently, PGNiG expressly rejected Gazprom's request to adopt the alternative settlement procedures prescribed by the Decree.

On 27 April 2022, at 08:00 CET, Gazprom fully suspended natural gas supplies under the Yamal Contract, citing provisions of the Decree prohibiting gas deliveries to foreign customers located in jurisdictions designated as "unfriendly" by the Russian Federation (including Poland) unless payments for deliveries from 1 April 2022 onwards were settled in compliance with the Decree.

In response, PGNiG took steps to protect the Company's contractual position, including formally requiring Gazprom to resume gas supplies and strictly comply with the existing contractual settlement arrangements and all other terms applicable until the expiry of the contract at the end of 2022.

As at 31 December 2022, Gazprom had not resumed natural gas deliveries and continued to refuse settlements based on the originally agreed contractual terms. The Yamal Contract expired at the end of 2022.

Disputes arising under the Yamal Contract remain pending and are currently subject to arbitration proceedings. These proceedings will determine, inter alia, the parties' respective claims concerning amendments to pricing terms applicable to natural gas supplies, following multiple requests for renegotiation submitted by Gazprom and ORLEN (as successor-in-title to PGNiG) from 2017 onwards, as well as the underlying causes and resulting consequences of Gazprom's suspension of gas deliveries effective as of 27 April 2022.

Given the extensive scope and complexity of the claims involved, the arbitration proceedings have been organised into multiple phases, with each phase addressing distinct elements of the parties' respective claims.

On 1 July 2025, by way of a partial award issued by the arbitral tribunal, one phase of the proceedings was concluded, addressing the modification of pricing terms on the basis of renegotiation requests submitted by ORLEN and Gazprom in 2017. The tribunal dismissed the parties' respective opposing claims advanced in the course of the proceedings for a reduction or increase of the contract price with effect from 1 November 2017, while upholding in principle Gazprom's claim for an increase of the contract price with effect from 1 January 2018.

The retroactive settlement of the contract price under the Yamal Contract for the period from January 2018 to January 2021 (covering the period until the next potential change in the contract price, which will be determined in the next phase of the arbitration) results in a difference payable by ORLEN in an estimated amount of approximately USD 291 million. Recognition of the claims originally submitted by Gazprom in the concluded phase of the proceedings would have resulted in a difference payable by ORLEN of approximately USD 1.7 billion. Sanctions on the Russian Federation and Gazprom create uncertainty over both the likelihood and timing of any payment to Gazprom. Nevertheless, the Group has determined that an outflow of cash is probable and has therefore recognised a provision in this respect. The provision estimate, which totalled PLN 217 million as at 30 June 2025, was prepared based on various probability-weighted scenarios. The Group's calculation incorporated variants assuming settlement of the claim at different dates between 2035 and 2050, as well as a scenario assuming no future payment to Gazprom. Variants assuming cash outflows at different dates were discounted to present value using a discount rate of 4.23%. As indicated above, the provision estimate is subject to uncertainty regarding the timing and potential occurrence of future cash outflows. Consequently, the amount of the provision may change materially in subsequent reporting periods. In the Group's assessment, changes in geopolitical factors affecting the EU and Polish sanctions policy towards Russia will be particularly significant in this regard.

Subsequent phases of the arbitration will address, among other matters, amendments to pricing terms arising from renegotiation requests submitted by ORLEN and Gazprom in 2021. In that regard, ORLEN and Gazprom have each provisionally asserted mutual counterclaims seeking, respectively, a reduction or an increase in the contract price, such claims to be definitively particularised by the parties and determined by the arbitral tribunal at a later stage of the proceedings. These phases will also address issues relating to the suspension of natural gas deliveries under the Yamal Contract with effect from 27 April 2022, together with related claims. In this respect as well, ORLEN and Gazprom have provisionally notified mutual counterclaims, which will likewise be definitively particularised by the parties and determined by the tribunal at a later stage of the arbitration.

The aforementioned disputes between ORLEN and Gazprom remain pending and involve amounts potentially material to the ORLEN Group. However, given the complexity and precedent-setting nature of these proceedings – including that the existence and/or quantum of certain claims depends on the outcome of the previous phase of the arbitration – it is not currently possible to determine with precision the aggregate amount in dispute.

Separately, arbitration proceedings are being conducted in respect of ORLEN's claim against Gazprom for payment of interest on overpayments for natural gas delivered under the Yamal Contract in the period 2014– 2020. These proceedings likewise remain pending.

5.16.1. Suspension of the Olefins III project in its originally defined scope

On 11 December 2024, ORLEN S.A. announced the suspension of the Olefins III project in its originally defined scope. This decision followed a review conducted by the Management Board, which concluded that continuation of the project in its existing form would not be economically viable. This assessment primarily reflected an underestimation of the scope of required off-site battery limit (OSBL) infrastructure, financing costs, and project timelines, as well as a significant increase in the projected total capital expenditure.

The infrastructure completed to date will form the basis for the Nowa Chemia project. The Nowa Chemia project is based on revised technological, operational, and commercial assumptions, including strategies

designed to achieve emissions reductions. The project will include a state-of-the-art monomer production facility and will also enhance the Group's sales capabilities in ethylene oxide, glycols, styrene and C4 butadiene fractions, with production volumes aligned to market demand. Completion of the Nowa Chemia project is not anticipated before 2030.

The decision taken by the Group in December 2024 is provisional and is primarily intended to mitigate the negative economic effects arising from the Olefins III project.

ORLEN's Management Board has undertaken to prepare and publish the budget and an integrated schedule for the Nowa Chemia project, including the necessary OSBL infrastructure, by 30 September 2025.

The Group is currently focusing its efforts for the Nowa Chemia project on discussions with contractors concerning both the core olefins installations (Inside Battery Limits – ISBL) and associated off-site infrastructure (OSBL), to ensure compliance with the revised project schedule. The Group is currently executing work on the Olefins project in accordance with the Nowa Chemia Project parameters.

Furthermore, following the delay in project completion from the original timeline and changes to implementation parameters, ORLEN has initiated discussions with commercial partners contracted to purchase products from the new Olefins complex.

Estimated cash flows based on revised assumptions for the Olefins project and its continued implementation under the Nowa Chemia programme were reflected in the impairment tests performed as at 30 June 2025 for the Downstream segment (see Note 5.3 for details).

Taking into account the facts and circumstances existing as at 30 June 2025, the Group assessed that there were no grounds for recognising additional liabilities, including provisions, in connection with its decision to suspend the Olefins III project in its existing scope and to continue its implementation under the Nowa Chemia programme.

Apart from the matters described above, the Group has not identified any other material claims, litigation or contingent liabilities.

5.17. Related-party transactions

5.17.1. Transactions between key management personnel (and their close family members) and ORLEN Group related parties

As at 30 June 2025 and 31 December 2024, and in the six and three months ended 30 June 2025 and 30 June 2024, based on submitted statements, there were no material transactions between members of the key management personnel of the Parent and ORLEN Group companies, including their close family members, and related parties of the ORLEN Group.

5.17.2. Remuneration of key management personnel of the Parent and ORLEN Group companies

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Parent
Short-term employee benefits 48.2 22.1 39.5 17.9
Post-employment benefits 0.1 - - -
Termination benefits 3.1 1.3 24.0 5.4
Subsidiaries
Short-term employee benefits 228.7 115.3 242.8 128.6
Post-employment benefits 1.4 0.7 0.6 0.3
Other long-term employee benefits 0.7 0.4 2.6 2.2
Termination benefits 10.5 5.8 21.6 16.8
292.70 145.60 331.1 171.2

The table above presents remuneration paid, payable, or potentially payable to key management personnel of the Group's Parent and ORLEN Group companies in the reporting period.

5.17.3. Transactions and balances outstanding between the ORLEN Group companies and related parties

Sales Purchases
6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Joint ventures 1,670 781 1,979 1,015 (244) (112) (351) (171)
Other related parties 11 4 68 30 (78) (41) (109) (51)
1,681 785 2,047 1,045 (322) (153) (460) (222)

Trade and other receivables, loans Trade and other payables, lease liabilities and
other liabilities
30/06/2025 31/12/2024 30/06/2025 31/12/2024
(unaudited) (unaudited) (unaudited) (unaudited)
Joint ventures 1,443 1,552 48 87
Other related parties 62 82 83 64
1,505 1,634 131 151

The related-party transactions referred to above principally comprise sales and purchases of refining and petrochemical products, as well as the provision of services.

During the six and three months ended 30 June 2025 and 30 June 2024, the Group did not enter into any related-party transactions that were not conducted on arm's length terms.

5.17.4. Transactions with State Treasury-related entities

The ultimate parent entity preparing consolidated financial statements is ORLEN S.A. As at 30 June 2025 and 31 December 2024, the largest shareholder of ORLEN S.A. was the State Treasury, holding 49.9% of the shares.

The Group has identified transactions with related parties that are also related parties of the State Treasury, based on the 'List of companies with State Treasury ownership' made available by the Chancellery of the Prime Minister.

During the six- and three-month periods ended 30 June 2025 and 30 June 2024, and as at 30 June 2025 and 31 December 2024, the Group identified the following transactions:

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Sales 5,382 2,301 5,077 2,318
Purchases (4,746) (2,310) (4,768) (2,252)
30/06/2025 31/12/2024
Trade and other receivables 994 1,477
Trade and other payables 713 804

The above transactions, carried out on market terms, were related to the ORLEN Group's current operating activities and mainly comprised fuel sales, purchases and sales of natural gas, energy, and transport and storage services.

The Group also conducted financial transactions with Bank Gospodarstwa Krajowego (including credit facilities, bank fees and commissions) and incurred transaction fees on the Polish Power Exchange (Towarowa Giełda Energii).

5.18. Excise duty guarantees

Excise guarantees and excise duties on products held under the duty suspension procedure are presented as off-balance-sheet items. As at 30 June 2025 and 31 December 2024, these totalled PLN 4,399 million and PLN 4,209 million, respectively. As at 30 June 2025, the Group assesses the likelihood of these liabilities materialising as very low.

5.19. Credit guarantees or other guarantees issued by the Parent or its subsidiaries to a single entity or that entity's subsidiary, where the total value of such guarantees is material

Guarantees and sureties issued by the Group to third parties on behalf of subsidiaries amounted to PLN 20,074 million and PLN 20,473 million as at 30 June 2025 and 31 December 2024, respectively. As at 30 June 2025, these primarily related to security provided for:

• future liabilities arising from bonds issued by Energa Finance, amounting to PLN 5,302 million,

Nominal value Amount of the
guarantee
PLN Subscription
date
Maturity date Rating PLN
Eurobonds EUR 300 1,273 7.03.2017 7.03.2027 BBB+, Baa2 1,250 EUR 5,302

The nominal value of the bonds and the related guarantees was translated at the exchange rate prevailing on 30 June 2025.

• liabilities arising from the operating activities of PGNiG Supply & Trading GmbH, ORLEN Upstream Norway AS, ORLEN Trading Switzerland GmbH, ORLEN LNG Shipping Limited, and ORLEN LNG Trading Limited, amounting in total to PLN 8,836 million,

  • financial liabilities under and credit-facility and non-bank borrowing agreements of the Group subsidiaries, amounting to PLN 2,359 million,
  • the implementation of investment projects by the subsidiaries CCGT Ostrołęka and CCGT Grudziądz, totalling PLN 271 million,

as well as the timely payment of liabilities by subsidiaries.

As at 30 June 2025, an unconditional and irrevocable guarantee issued by ORLEN in favour of the Norwegian government remained in effect. The guarantee covers the activities of ORLEN Upstream Norway AS in connection with exploration and production activities on the Norwegian Continental Shelf. The guarantee is unlimited in amount and without expiry. Under its terms, ORLEN assumes full financial responsibility for any liabilities that may arise from the exploration and production activities of ORLEN Upstream Norway AS in relation to natural resources located beneath the seabed on the Norwegian Continental Shelf, including the storage and transport of those resources by means other than vessels.

In addition, guarantees issued in the ordinary course of business to secure obligations to third parties totalled PLN 5,485 million and PLN 5,836 million as at 30 June 2025 and 31 December 2024, respectively. These guarantees comprised primarily civil-law guarantees provided as security for the proper performance of contracts, and public-law guarantees required by generally applicable regulations to secure the proper conduct of licensed activities in the liquid fuels sector and related tax and customs obligations.

5.20. Events after the reporting date

Material non-bank financing arrangements

On 2 July 2025, ORLEN issued EUR 600 million Series D bonds under its updated Global Medium Term Note (GMTN) programme. These bonds, representing ORLEN's second green issuance, will finance environmental and climate protection projects. The bonds were issued with a tenor of seven years and a maturity date of 2 July 2032, and were admitted to trading on the regulated market operated by Euronext Dublin. The proceeds will be allocated to projects in three categories: renewable energy, energy efficiency and clean transport. The allocation and application of proceeds raised from the issuance are set out in the Green Finance Framework published on the Company's website (https://www.orlen.pl/pl/zrownowazony-rozwoj/zielone-finansowanie).

After the reporting date, no events occurred, other than those disclosed in these interim condensed consolidated financial statements, that required recognition or disclosure.

INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS

FOR THE SIX AND THREE MONTHS ENDED 30 JUNE 2025

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

B. INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

Separate statement of profit or loss and other comprehensive income

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
NOTE (restated data) (restated data)
Revenue 5.1 87,411 40,141 102,514 47,623
Cost of sales 5.2 (77,831) (35,561) (97,852) (47,082)
Gross profit 9,580 4,580 4,662 541
Selling expenses (3,725) (1,922) (4,109) (2,006)
General and administrative expenses (1,388) (635) (1,148) (494)
Other income 5.4 3,547 2,161 2,359 1,198
Other expenses 5.4 (5,042) (3,013) (3,361) (1,391)
(Impairment loss)/reversal of impairment loss on
trade receivables (including interest on trade
receivables)
(42) (38) (23) 2
Operating profit/(loss) 2,930 1,133 (1,620) (2,150)
Finance income 5.5 3,342 2,397 2,452 1,540
Finance costs 5.5 (1,406) (1,073) (1,681) (1,503)
Net finance income/(costs) 1,936 1,324 771 37
Impairment (loss)/reversal of impairment loss on
other financial assets
(2,115) (1,615) 1,865 1,593
Profit/(loss) before tax 2,751 842 1,016 (520)
Income tax (1,012) (593) 124 361
Net profit/(loss) 1,739 249 1,140 (159)
Other comprehensive income:
that will not be reclassified to profit or loss (210) (6) 25 13
actuarial gains and losses (6) (5) 22 20
gains/(losses) on equity instruments
measured at fair value through
(254) (3) 8 (4)
other comprehensive income
deferred tax 50 2 (5) (3)
that will be reclassified to profit or loss 389 190 (1,624) (380)
cash flow
hedge derivatives
657 168 (1,616) (579)
cost of hedging (177) 67 (389) 110
income tax (91) (45) 381 89
179 184 (1,599) (367)
Net comprehensive income 1,918 433 (459) (526)
Earnings per share and diluted earnings per share (PLN per
share)
1.50 0.21 0.98 (0.14)

Separate statement of financial position

30/06/2025 31/12/2024
(unaudited) (restated data)
NOTE
ASSETS
Non-current assets
Property, plant and equipment 45,305 45,929
Intangible assets and goodwill 5,365 3,652
Right-of-use assets 4,979 4,765
Shares in subsidiaries and joint arrangements 64,914 65,065
Mandatory stocks 9,178 9,789
Derivatives 5.8 1,484 1,343
Long-term lease receivables 18 19
Other assets 5.8 17,643 21,107
148,886 151,669
Current assets
Inventories 10,279 12,779
Trade and other receivables 16,769 15,412
Income tax receivables 81 85
Cash 20,678 1,368
Derivatives 5.8 1,528 914
Other assets 5.8 9,731 13,916
Non-current assets classified as held for sale 665 980
59,731 45,454
Total assets 208,617 197,123
EQUITY AND LIABILITIES
EQUITY
Share capital 1,974 1,974
Share premium 46,405 46,405
Other components of equity 1,155 972
Retained earnings 83,361 88,592
Total equity 132,895 137,943
LIABILITIES
Non-current liabilities
Borrowings, bonds 5.7 13,093 11,712
Provisions 5.9 3,236 3,060
Deferred tax liabilities 491 523
Contract liabilities 20 25
Derivatives 5.8 519 441
Lease liabilities 3,054 2,871
Other liabilities 5.8 250 200
20,663 18,832
Current liabilities
Trade and other payables 30,181 25,210
Lease liabilities 577 559
Contract liabilities 425 326
Borrowings, bonds 5.7 1,984 2,721
Provisions 5.9 5,382 3,965
Current tax liabilities 460 244
Derivatives 5.8 885 536
Other liabilities 5.8 15,165 6,787
55,059 40,348
Total liabilities 75,722 59,180
Total equity and liabilities 208,617 197,123

Separate statement of changes in equity

Share capital Share premium Other components of equity,
including:
Hedging reserve Cost of hedging Retained
earnings
Equity
total
01/01/2025 1,974 46,405 972 714 245 88,592 137,943
Net profit - - - - - 1,739 1,739
Components of other comprehensive
income
- - 183 532 (143) (4) 179
Net comprehensive income - - 183 532 (143) 1,735 1,918
Dividends - - - - - (6,966) (6,966)
30/06/2025 1,974 46,405 1,155 1,246 102 83,361 132,895
(unaudited)
01/01/2024 1,974 46,405 3,066 2,314 739 89,454 140,899
Net profit - - - - - 1,140 1,140
Components of other comprehensive
income - - (1,617) (1,309) (315) 18 (1,599)
Net comprehensive income - - (1,617) (1,309) (315) 1,158 (459)
Dividends - - - - - (4,818) (4,818)
Other - - 2 - 2
30/06/2024 1,974 46,405 1,451 1,005 424 85,794 135,624

(unaudited)

Separate statement of cash flows

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated
data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated
data)
Cash flows from operating activities
Profit/(loss) before tax 2,751 842 1,016 (520)
Adjustments for:
Depreciation and amortisation 2,206 1,141 2,090 1,050
Foreign exchange (gains)/losses (364) (141) (77) -
Net interest (854) (424) (794) (355)
Dividends (1,415) (1,415) (848) (848)
Loss on investing activities 4,925 3,459 545 200
Change in provisions 1,402 759 1,369 473
Change in working capital 1,318 (1,482) 4,526 2,600
inventories 2,500 (972) 3,177 (305)
receivables (48) (188) 1,381 1,994
liabilities (1,134) (322) (32) 911
Other adjustments, including: 250 105 (6,411) (2,789)
settlement of grant for energy rights
collateral and margin deposits
(689)
(185)
(394)
(178)
(677)
(812)
(348)
19
derivatives 323 305 (1,682) (366)
mandatory stocks 611 647 (2,105) (1,770)
change in assets and liabilities
arising from contracts measured
at the date of completion of - - (1,348) (552)
the purchase price allocation
Income tax received/(paid) (845) (255) (84) 77
Net cash provided by/(used in) financing activities 9,374 2,589 1,332 (112)
Cash flows from investing activities
Acquisition of property, plant and equipment,
intangible assets, and right-of-use assets (4,826) (2,222) (6,359) (2,323)
Disposal of property, plant and equipment,
intangible assets, and right-of-use assets 335 11 761 -
Acquisition of shares (94) (93) (658) (4)
Additional capital contributions to subsidiaries (25) (25) (131) (95)
Disposal of shares - - 86 12
Interest received 1,041 565 989 504
Dividends received 498 498 806 806
(Outflows) on loans granted (1,244) (778) (2,496) (1,155)
Inflows from repayment of loans granted 2,375 933 2,958 716
Net cash flows within the cash pooling arrangement 4,313 1,828 4,184 1,821
Other 22 (30) (53) 20
Net cash provided by investing activities 2,395 687 87 302
Cash flows from financing activities
Proceeds from borrowings 1,882 912 2,298 1,748
Repayment of borrowings (5,738) (82) (4,630) (1,091)
Proceeds from issuance of bonds 4,982 - - -
Interest paid on borrowings, bonds, and cash pool (427) (264) (406) (224)
arrangements
Interest paid on lease liabilities
(104) (29) (99) (65)
Net cash flows within the cash pooling arrangement 7,298 3,770 460 (437)
Repayment of lease liabilities (262) (121) (212) (101)
Other (69) (47) (47) (20)
Net cash (used in) financing activities 7,562 4,139 (2,636) (190)
Net increase/(decrease) in cash 19,331 7,415 (1,217) -
Effect of exchange rate changes on cash (21) (6) (8) 5
Cash at beginning of period 1,368 13,269 2,854 1,624
Cash at end of period 20,678 20,678 1,629 1,629
including restricted cash 154 154 117 117

NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS

1. PRINCIPAL BUSINESS OF ORLEN

ORLEN Spółka Akcyjna, with its registered office at ul. Chemików 7, Płock, Poland (the 'Company', 'ORLEN', the 'Issuer', or the 'Parent'), was established on 7 September 1999 through the merger of Petrochemia Płock S.A. and Centrala Produktów Naftowych S.A.

The Company's principal business is:

  • refining of crude oil,
  • production of fuels, petrochemical products, and chemicals
  • retail and wholesale of fuel products,
  • generation, distribution, and trade in electricity and heat,
  • exploration for and production of natural gas,
  • gas imports, trading in gaseous fuels,
  • other services, including those relating to storage.

Since 26 November 1999, ORLEN shares have been listed on the main market of the Warsaw Stock Exchange (GPW) in the continuous trading system.

2. Accounting policies adopted in preparing the interim condensed separate financial statements

2.1. Compliance statement and general basis of preparation

These interim condensed separate financial statements (the 'consolidated financial statements') have been prepared in accordance with IAS 34 Interim Financial Reporting and the Regulation of the Polish Minister of Finance dated 29 March 2018 on current and periodic information to be provided by issuers of securities and on the conditions for recognising information required under the laws of a non-member state as equivalent. They present ORLEN's financial position as at 30 June 2025 and 31 December 2024, together with its financial results and cash flows for the three-month periods ended 30 June 2025 and 30 June 2024.

These interim condensed separate financial statements have been prepared on the assumption that the Company will continue as a going concern for the foreseeable future. As part of its assessment of the ability to continue as a going concern, the Management Board has conducted an analysis of current financial and operational risks, specifically considering factors that could materially affect ORLEN's future performance. In particular, it has assessed the potential impacts on future results arising from changes in the macroeconomic environment both in Europe and globally, including Russia's ongoing aggression against Ukraine, conflicts in the Middle East, and the policy directions of the current US administration.

Furthermore, as part of its assessment of the appropriateness of adopting the going concern assumption, the Management Board took into account an analysis of the Company's key financial ratios, including liquidity, debt, profitability, and turnover ratios, all of which confirmed the Company's sound financial position.

As at the date of authorisation of these interim condensed separate financial statements for issue, no conditions or circumstances have been identified that would indicate a threat to the Company's ability to continue as a going concern.

The separate financial statements have been prepared on a historical cost basis, except derivatives and investment property measured at fair value and financial assets measured at fair value. These interim condensed separate financial statements have been prepared using the accrual basis of accounting, except for the separate statement of cash flows, which is presented on a cash basis.

2.2. Accounting policies and amendments to International Financial Reporting Standards ('IFRSs')

2.2.1. Accounting policies

The Company applied the same significant accounting policies and material judgements and estimates in these interim condensed separate financial statements as those described in the notes to the 2024 Separate Financial Statements.

As part of the process begun in 2024 to develop a standardised financial reporting model, the Company made further changes in 2025. In addition to the accounting policy changes implemented in 2024 (see Note 4.1 to the 2024 Separate Financial Statements), the Group changed the presentation of the effects of measuring and settling derivative instruments that hedge foreign exchange risk but are not accounted for using hedge accounting. Previously, the effects of measuring and settling such derivative instruments were presented within finance income and finance costs. With effect from 1 January 2025, those effects are presented in line with the nature of the hedged exposure.

Additionally, in early 2025 the Company presented its updated strategy to 2035, 'Energy of Tomorrow Starts Today', which establishes strategic priorities across four key operating segments:

  • Upstream & Supply,
  • Downstream,
  • Energy,
  • Consumers & Products.

Consequently, the Company made a corresponding change to the presentation of operating segments in its reporting. The new segments reflect the current management model, which has been in place since 2025 and is aligned with key market trends and the Group's decision-making structure. Disclosures concerning the operating segments, including a description of the new segments and financial information allocated to each segment, are set out in Note 4.

In the Company's assessment, these changes will result in the provision of more relevant and reliable information, enabling a clearer representation of the Company's operating performance and the impact of its operations. The Company has implemented these changes primarily to enhance the usefulness, transparency, clarity, and comparability of information presented in its financial statements. In the Company's view, these changes address the needs of investors and are consistent with observed market practice among other global multi-utility groups.

2.2.2. Restatement of comparative data

During the current reporting period, the Company reviewed its presentation of VAT balances in the statement of financial position. Where legally enforceable set-off rights exist for VAT amounts under the same tax authority, the Company has offset related receivables and payables. This resulted in a PLN (615) million reclassification between Trade and other receivables and Trade and other payables.

The Company also restated comparative data following the accounting policy changes detailed in Note 2.2.1. Detailed information is set out in the tables below.

ORLEN

(PLN million)

6 MONTHS
ENDED
30/06/2024
(unaudited)
(published data)
Changes in
accounting
policies
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Gross profit 4,662 - 4,662
Selling expenses (4,109) - (4,109)
General and administrative expenses (1,148) - (1,148)
Other income 2,313 46 2,359
Other expenses (3,159) (202) (3,361)
(Impairment loss)/reversal of impairment loss on trade
receivables (including interest on trade receivables)
(24) 1 (23)
Operating (loss) (1,465) (155) (1,620)
Finance income 2,374 78 2,452
Finance costs (1,759) 78 (1,681)
Net finance income/(costs) 615 156 771
Impairment (loss)/reversal of loss on
other financial assets
1,866 (1) 1,865
Net profit 1,140 - 1,140
3 MONTHS
ENDED
30/06/2024
(unaudited)
(published data)
Changes in
accounting
policies
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Gross profit 541 - 541
Selling expenses (2,006) - (2,006)
General and administrative expenses (494) - (494)
Other income 1,169 29 1,198
Other expenses (1,292) (99) (1,391)
(Impairment loss)/reversal of impairment loss on trade
receivables (including interest on trade receivables)
2 - 2
Operating (loss) (2,080) (70) (2,150)
Finance income 1,548 (8) 1,540
Finance costs (1,581) 78 (1,503)
Net finance income/(costs) (33) 70 37
Impairment (loss)/reversal of loss on
other financial assets
1,593 - 1,593
Net (loss) (159) - (159)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(published data)
Changes in
accounting
policies and other
presentation
adjustments
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Cash flows from operating activities
Change in working capital 2,421 2,105 4,526
inventories 1,072 2,105 3,177
receivables 1,511 (130) 1,381
liabilities (162) 130 (32)
Other adjustments, including: (4,306) (2,105) (6,411)
mandatory stocks - (2,105) (2,105)
Net cash provided by operating activities 1,332 - 1,332
3 MONTHS
ENDED
30/06/2024
(unaudited)
(published data)
Changes in
accounting
policies and other
presentation
adjustments
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Cash flows from operating activities
Change in working capital 830 1,770 2,600
inventories
receivables
(2,075)
1,895
1,770
99
(305)
1,994
liabilities 1,010 (99) 911
Other adjustments, including: (1,019) (1,770) (2,789)
mandatory stocks - (1,770) (1,770)
Net cash (used in) operating activities (112) - (112)

2.3. Functional currency and presentation currency

The functional currency and the presentation currency of these interim condensed separate financial statements is the Polish Zloty (PLN). Any differences in the amount of PLN 1 million in the totals of items presented in the notes to the financial statements result from the rounding applied. All amounts in these interim condensed separate financial statements are expressed in PLN million unless otherwise indicated.

2.4. Seasonality and cyclicality of ORLEN's operations in the reporting period

Natural gas sales, together with electricity and heat production and sales within the Energy and Consumers & Products segments, are subject to seasonal variations. Sales volumes of natural gas and energy, and consequently related revenue, typically increase during winter months and decrease during summer months. This reflects typical seasonal patterns driven by temperature and daylight variations. Seasonality in revenue from these activities affects individual customers to a significantly greater extent than customers in the manufacturing and industrial sectors.

In the six- and three-month periods ended 30 June 2025, no material seasonality or cyclicality was observed in ORLEN's other segments.

3. ORLEN's financial position and business combination accounting

3.1. Factors having a significant impact on the interim condensed separate financial statements

Statement of profit or loss for the six months ended 30 June 2025

For the six months ended 30 June 2025, ORLEN S.A. reported revenue of PLN 134,194 million, down PLN (15,103) million year on year. Operating expenses totalled PLN (121,860) million, a decrease of PLN 20,165 million year on year.

EBITDA rose PLN 4,666 million year on year to PLN 5,136 million. Excluding net impairments on non-current assets, EBITDA was PLN 7,235 million, an increase of PLN 5,569 million year on year.

Upstream & Supply

Revenue from external sales and inter-segment sales in the ORLEN Group decreased by PLN (12,842) million year on year to PLN 67,719 million. The revenue decrease was driven primarily by a (16)% year-on-year decline in crude oil prices, while sales volumes remained flat.

Revenue from natural gas sales decreased mainly due to a PLN (1,350) million year-on-year reduction in the impact of accounting for the assets and liabilities of the former PGNiG Group as at the merger date, as well as the execution of forward contracts on the Polish Power Exchange (TGE) at lower prices. Contracts for 2024 had been concluded at the end of 2023 in a high gas price environment, whereas contracting for 2025 took place in a more stable market environment.

The segment's operating expenses decreased by PLN 19,348 million year on year to PLN (65,022) million, primarily reflecting the absence of the PLN 15,109 million contribution to the Price Difference Compensation Fund recognised in the first half of 2024.

As a result of these factors, EBITDA adjusted for impairment losses on assets amounted to PLN 3,927 million, an increase of PLN 6,995 million year on year.

Downstream

Revenue from external sales and inter-segment sales decreased by PLN 7,422 million year on year to PLN 38,215 million. Revenue was impacted by lower prices for the segment's main products: gasoline down (18)% year on year, diesel oil by (16)% year on year, Jet fuel by (17)% year on year, light fuel oil by (16)% year on year, propylene by (33)%, benzene by (2)% and ethylene by (3)%.

Revenues was further impacted by a (5)% year-on-year decline in sales volumes to 8,967 thousand tonnes. Sales volume decline primarily affected diesel oil (down by (5)% year on year) due to limited market demand, increased competitive pressure and production constraints from the Hydrocracking installation shutdown. Heavy fuel oil and bitumen volumes decreased (25)% and (13)% year on year, respectively, following reduced sour crude processing due to conversion unit availability constraints (maintenance shutdowns). PTA and olefins volumes also fell (28)% and (10)% year on year, respectively, due to plant shutdowns.

Operating expenses decreased by PLN 5,988 million year on year to PLN (36,707) million, mainly due to a decline in crude oil prices of USD 12.2/bbl year on year, to USD 71.9/bbl.

As a result, the segment's EBITDA adjusted for impairment losses on assets amounted to PLN 2,453 million, down PLN (1,554) million year on year.

Energy

Revenue from external sales and inter-segment sales decreased by PLN (975) million year on year to PLN 3,288 million. Revenue was also reduced by PLN (1,171) million year on year due to lower output and sales

from CCGT plants, reflecting a maintenance shutdown of the Włocławek plant and reduced sale of electricity from the Płock CCGT.

Operating expenses of the segment decreased by PLN 821 million year on year to PLN (2,887) million, reflecting a 13% reduction in gas consumption by the CCGT plants and lower unit costs of contracted gas used for power generation.

As a result, the segment's EBITDA adjusted for impairment losses on assets amounted to PLN 559 million, down PLN (210) million year on year.

Consumers & Products

Revenue from external sales and inter-segment sales decreased by PLN (2,300) million year on year to PLN 15,246 million. This reflected lower fuel prices driven by an (18)% year-on-year decline in gasoline prices and (16)% for diesel. The segment's revenue was further impacted by a (2)% year-on-year decline in fuel volumes, including diesel down (5)% and LPG down (6)%. Partially offsetting this decline was a 2% year-on-year increase in gasoline sales.

Operating expenses of the segment decreased by PLN 2,524 million year on year to PLN (14,324) million, mainly due to lower gasoline and diesel prices.

As a result, the segment's EBITDA adjusted for impairment losses on assets amounted to PLN 1,237 million, up PLN 247 million year on year.

The result on other operating activities was PLN (1,495) million, down by PLN (493) million year on year. This change was driven primarily by higher impairment losses on non-current assets of PLN (904) million year on year, lower compensation received of PLN (534) million year on year, offset by net positive foreign exchange differences on trade receivables and trade payables of PLN 1,115 million.

As a result, operating profit for the six months of 2025 amounted to PLN 2,930 million, up PLN 4,550 million year on year.

Net finance income for the period totalled PLN 1,936 million, comprising mainly dividend income of PLN 1,415 million, net interest income of PLN 1,155 million, and an impairment charge on shares in Lotos Upstream of PLN (687) million.

ORLEN's net profit for the six months ended 30 June 2025 totalled PLN 1,739 million after tax of PLN (1,012) million, representing an increase of PLN 599 million year on year.

Statement of financial position

As at 30 June 2025, ORLEN's total assets amounted to PLN 208,617 million, up by PLN 11,494 million compared with the position as at 31 December 2024.

As at 30 June 2025, non-current assets amounted to PLN 148,886 million, having declined by PLN (2,783) million compared with the position as at 31 December 2024. The principal changes were:

  • a decrease in other assets by PLN (3,464) million, principally reflecting PLN (2,117) million of periodic loan impairment charges;
  • a decrease in mandatory stock by PLN (611) million, mainly due to a lower average price and reduced volumes of mandatory stock, reflecting a reduction in statutory requirements; and
  • an increase in intangible assets of PLN 1,713 million, primarily from free CO2 emission allowances received.

Current assets totalled PLN 59,731 million at 30 June 2025, an increase of PLN 14,277 million. The principal changes were:

  • an increase in the balance of cash by PLN 19,310 million;
  • a decrease in inventories of PLN (2,500) million, mainly as a result of seasonality and lower prices of gas in storage;
  • a decrease in other assets by PLN (4,185) million, mainly reflecting PLN (4,488) million lower negative cash pool balances of ORLEN Group companies.

Equity totalled PLN 132,895 million at 30 June 2025, down PLN (5,048) million from year-end 2024, primarily reflecting a PLN (6,966) million dividend payable from retained earnings, partially offset by net profit of PLN 1,739 million earned in the six months ended 30 June 2025.

As at 30 June 2025, liabilities amounted to PLN 75,722 million, up by PLN 16,542 million compared with the previous year. The principal changes were:

  • an increase in trade payables and other payables of PLN 4,971 million compared with the position as at the end of 2024, primarily as a result of recognising a liability in respect of a dividend to ORLEN shareholders in the amount of PLN 6,966 million, partly offset by a decrease in capital expenditure liabilities of PLN (930) million and in tax liabilities of PLN (529) million;
  • an increase in provisions by PLN 1,593 million from year-end 2024, primarily reflecting a PLN 1,353 million net increase in CO₂ emission and energy certificate provisions, comprising: (i) PLN 1,618 million recognised using weighted-average pricing of held allowances and certificates; and (ii) PLN (265) million utilised upon redemption of 2024 energy rights;

• an increase in other liabilities by PLN 8,428 million, primarily reflecting PLN 7,285 million higher positive cash pool balances of ORLEN Group companies.

The Company generated PLN 9,374 million of cash from operating activities in the six months ended 30 June 2025. Consequently, the Company moved from a net debt position to a net cash position of PLN (5,601) million at 30 June 2025. The cash balance in the first half of 2025 increased by PLN 4,982 million, reflecting proceeds from bond issuance (see Note 5.7). The Company used cash generated in the first half of 2025 in part to finance capital expenditure of PLN (4,826) million and net repayments of syndicated credit facilities, overdrafts and non-bank borrowings of PLN (3,856) million.

Factors and events that may affect future performance

Factors that may affect the ORLEN Group's future financial performance:

Policy and geopolitics:

  • Administrative interventions in international and domestic oil, fuel and power markets (e.g. OPEC+ interventions in the crude-oil market, sanctions on imports of crude oil, fuels and gas from Russia and Iran, subsidies on electricity prices).
  • The shape of international and intra-European alliances and their effect on climate policy and relations with the United States and China.
  • Uncertainty regarding US government policy direction, particularly concerning international relations, customs duties and tariffs, and climate protection.

• Potential developments in Ukraine arising from Russian military aggression.

Economy and markets:

  • Structural deceleration in China's economy and effectiveness of measures to stimulate domestic consumer demand
  • Pace of new refining capacity additions in Africa, South America, the Middle East and Asia
  • The impact of US and EU tariff policies on demand for fuels and petrochemical products in the ORLEN Group's home markets.
  • Expansion of US LNG-export infrastructure.
  • Inflation trajectories and central-bank interest-rate paths.
  • Prices of energy rights, including the cost of EU CO₂-emission allowances.

Investment and infrastructure:

  • Timetables for ORLEN Group growth projects.
  • Progress in capturing synergies from the acquisitions of Grupa LOTOS and PGNiG.

Climate regulations:

  • Amendments to applicable legislation;
  • European Commission decisions on the list of goods subject to the Carbon Border Adjustment Mechanism (CBAM).
  • National measures transposing the RED III Directive and the revised EU ETS Directive introducing a new emissions-trading system (ETS 2) for the residential and municipal buildings sector, road-transport and other sectors.

4. Segment data

Beginning in the first quarter of 2025, ORLEN decided to change the presentation of segments to reflect the current management model, which is aligned with key trends and the decision-making structure in place in the Company since 2025. For more information see Note 2.2.1.

From January 2025, ORLEN operates through five segments: Upstream & Supply, Downstream, Energy, Consumers & Products and Corporate Functions, the latter comprising management, administration and other items representing reconciling positions.

Revenue, expenses, financial results, additions to non-current assets

for the six months ended 30 June 2025

NOTE Upstream &
Supply
Downstream Energy Consumers &
Products
Corporate
Functions
Eliminations Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenue from external customers 5.1 43,352 27,139 1,600 15,237 83 - 87,411
Inter-segment revenue 24,367 11,076 1,688 9 111 (37,251) -
Revenue 67,719 38,215 3,288 15,246 194 (37,251) 87,411
Total operating expenses (65,022) (36,707) (2,887) (14,324) (1,255) 37,251 (82,944)
Other income 5.4 1,483 2,005 14 24 21 - 3,547
Other expenses 5.4 (1,358) (3,585) (23) (18) (58) - (5,042)
net impairment losses on property,
plant and equipment, intangible 5.4 (284) (1,814) (1) (1) - - (2,100)
assets, and other assets
Impairment (loss)/reversal of loss on trade (47) - - - 5 - (42)
receivables
Operating profit/(loss) (A) 2,775 (72) 392 928 (1,093) - 2,930
Net finance income and costs 5.5 1,936
Impairment (loss)/reversal of impairment loss (2,115)
on financial assets other than trade receivables
Profit before tax 2,751
Income tax (1,012)
Net profit 1,739
Depreciation and amortisation (B) 5.2 869 711 166 308 152 - 2,206
EBITDA (A+B) 3,644 639 558 1,236 (941) - 5,136
LIFO (58) (507) (565)
LIFO-BASED EBITDA 3,702 1,146 558 1,236 (941) - 5,701
LIFO-based EBITDA (excluding impairment
losses)
3,985 2,960 559 1,237 (941) - 7,800
Additions to non-current assets 837 2,763 193 390 465 - 4,648

for the six months ended 30 June 2024

NOTE Upstream &
Supply
Downstream Energy Consumers &
Products
Corporate
Functions
Eliminations Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenue from external customers 5.1 49,989 32,132 2,765 17,544 84 - 102,514
Inter-segment revenue 30,572 13,505 1,498 2 118 (45,695) -
Revenue 80,561 45,637 4,263 17,546 202 (45,695) 102,514
Total operating expenses (84,370) (42,695) (3,708) (16,848) (1,183) 45,695 (103,109)
Other income 5.4 331 1,936 68 12 12 - 2,359
Other expenses 5.4 (549) (2,590) (4) (21) (197) - (3,361)
net impairment losses on property,
plant and equipment, intangible assets,
and other assets
(68) (1,128) - - - - (1,196)
Impairment (loss)/reversal of loss on trade (27) (3) - - 7 - (23)
receivables
Operating profit/(loss) (A) (4,054) 2,285 619 689 (1,159) - (1,620)
Net finance income and costs 5.5 771
Impairment (loss)/reversal of impairment loss
on financial assets other than trade receivables
1,865
Profit before tax 1,016
Income tax 124
Net profit 1,140
Depreciation and amortisation (B) 5.2 918 594 150 301 127 - 2,090
EBITDA (A+B) (3,136) 2,879 769 990 (1,032) - 470
LIFO (21) (8) (29)
LIFO-BASED EBITDA (3,115) 2,887 769 990 (1,032) - 499
LIFO-based EBITDA (excluding impairment
losses)
(3,047) 4,015 769 990 (1,032) - 1,695
Additions to non-current assets 848 3,989 138 539 113 - 5,627

for the three months ended 30 June 2025

NOTE Upstream &
Supply
Downstream Energy Consumers &
Products
Corporate
Functions
Eliminations Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenue from external customers 5.1 18,260 13,306 707 7,824 44 - 40,141
Inter-segment revenue 11,783 5,538 820 4 60 (18,205) -
Revenue 30,043 18,844 1,527 7,828 104 (18,205) 40,141
Total operating expenses (29,149) (17,958) (1,328) (7,255) (633) 18,205 (38,118)
Other income 5.4 991 1,159 7 8 (4) - 2,161
Other expenses 5.4 (1,234) (1,748) (1) (6) (24) - (3,013)
net impairment losses on
property, plant and equipment,
intangible assets,
5.4 (281) (852) - (1) - - (1,134)
and other assets
Impairment (loss)/reversal of loss on trade
receivables
(34) - - - (4) - (38)
Operating profit/(loss) (A) 617 297 205 575 (561) - 1,133
Net finance income and costs 5.5 1,324
Impairment (loss)/reversal of impairment loss
on financial assets other than trade receivables
(1,615)
Profit before tax 842
Income tax (593)
Net profit 249
Depreciation and amortisation (B) 5.2 448 385 82 145 81 - 1,141
EBITDA (A+B) 1,065 682 287 720 (480) - 2,274
LIFO (128) (368) (496)
LIFO-BASED EBITDA 1,193 1,050 287 720 (480) - 2,770
LIFO-based EBITDA (excluding impairment
losses)
1,473 1,902 287 721 (480) - 3,903
Additions to non-current assets 457 1,365 101 199 244 - 2,366

for the three months ended 30 June 2024

NOTE Upstream &
Supply
Downstream Energy Consumers &
Products
Corporate
Functions
Eliminations Total
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
Revenue from external customers 5.1 20,627 16,353 1,273 9,318 52 - 47,623
Inter-segment revenue 15,325 7,039 730 2 59 (23,155) -
Revenue 35,952 23,392 2,003 9,320 111 (23,155) 47,623
Total operating expenses (39,750) (21,842) (1,738) (8,820) (587) 23,155 (49,582)
Other income 5.4 (55) 1,231 15 6 1 - 1,198
Other expenses
net impairment losses on
5.4 (230) (1,139) 4 (9) (17) - (1,391)
property, plant and equipment,
intangible assets,
(29) (461) - - - - (490)
and other assets
Impairment (loss)/reversal of loss on trade
receivables
1 - - - 1 - 2
Operating profit/(loss) (A) (4,082) 1,642 284 497 (491) - (2,150)
Net finance income and costs
Impairment (loss)/reversal of impairment loss
5.5 37
1,593
on financial assets other than trade receivables
(Loss) before tax (520)
Income tax 361
Net (loss) (159)
Depreciation and amortisation (B) 5.2 457 301 75 153 64 - 1,050
EBITDA (A+B) (3,625) 1,943 359 650 (427) - (1,100)
LIFO 3 123 126
LIFO-BASED EBITDA (3,628) 1,820 359 650 (427) - (1,226)
LIFO-based EBITDA (excluding impairment
losses)
(3,599) 2,281 359 650 (427) (736)

EBITDA – earnings/(loss) before interest, taxes, depreciation and amortisation

LIFO-based EBITDA – operating profit/(loss) based on inventory measured using the LIFO method, increased by depreciation and amortisation.

Under IFRS, the use of the LIFO inventory measurement method is not permitted. Consequently, it is not applied under ORLEN's accounting policies nor presented in its financial statements. Capital expenditure (CAPEX) comprises additions to property, plant and equipment, intangible assets, investment property, and right-of-use assets, including the capitalisation of borrowing costs, net of reductions related to penalties received or receivable for improper performance of a contract.

Additions to non-current assets 345 2,965 (275) 198 710 - 3,943

Assets by operating segment

30/06/2025
(unaudited)
31/12/2024
(restated data)
Upstream & Supply 188,981 177,868
Downstream 43,872 38,060
Energy 6,911 7,646
Consumers & Products 7,236 7,557
Segment assets 247,000 231,131
Corporate Functions 119,972 106,313
Eliminations (158,355) (140,321)
208,617 197,123

All assets are allocated to operating segments, with the exception of financial assets, tax assets, and cash, which are reported within Corporate Functions. Assets used jointly by the operating segments are allocated on the basis of the revenue generated by each operating segment.

5. Other notes

5.1. Revenue

SELECTED ACCOUNTING POLICIES

Revenue from contracts with customers is recognised either at a point in time or over time, as the performance obligation is satisfied by transferring a promised good or service (i.e., an asset) to the customer, at an amount that reflects the consideration to which the Company expects to be entitled in exchange for that good or service. For contracts where the consideration includes a variable amount, the Company applies the same principle and recognises revenue at the expected amount of consideration, to the extent that it is highly probable that a significant reversal in the recognised amount of revenue will not occur in the future. The Company considers that the transfer of an asset occurs when the customer obtains control of the asset. The following circumstances indicate that control has been transferred in accordance with IFRS 15: the Company has a present right to payment for the asset, the customer has legal title to the asset, the Company has transferred physical possession of the asset, the customer has the significant risks and rewards of ownership, and the customer has accepted the asset. Revenue comprises amounts received and receivable for delivered products, goods, materials, and services, net of discounts, penalties, value-added tax (VAT), excise duty, and the fuel charge. Revenue from the sale of goods and services is adjusted for gains or losses arising from the settlement of hedging instruments relating to cash flow hedges of these revenues. For sales recognised over time, revenue is recognised based on progress towards complete satisfaction of the performance obligation, i.e., the transfer of control of the promised goods or services to the customer. The Company applies both the output method and the cost-based input method to measure the progress towards satisfying performance obligations. When applying the cost-based input method, the Company excludes costs that do not reflect the Company's performance in transferring control of goods or services to the customer. Under the output method, the Company mostly applies the practical expedient that allows it to recognise revenue in the amount to which it has the right to invoice, corresponding directly to the value to which the Company is entitled for goods and services transferred to the customer to date.

There is no significant financing component in the Company's customer contracts.

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Revenue from the sale of products and services 65,399 29,459 77,402 35,153
revenue from contracts with customers 64,995 29,264 75,688 34,423
outside the scope of IFRS 15* 404 195 1,714 730
Revenue from the sale of goods and materials 22,012 10,682 25,112 12,470
revenue from contracts with customers 22,012 10,682 25,112 12,470
Revenue, including: 87,411 40,141 102,514 47,623
revenue from contracts with customers 87,007 39,946 100,800 46,893

* Revenue outside the scope of IFRS 15 relates to operating lease contracts. This category also includes the settlement of assets and liabilities arising from contracts measured at the date of business combination accounting, due to the physical settlement of the related forward sales contracts.

Performance obligations

Under its contractual arrangements, the Company undertakes to supply customers primarily with refined and petrochemical products and goods, heat, crude oil, natural gas, energy distribution and gas transmission services. The Company acts as the principal in fulfilling these obligations. The Company acts as an agent in certain LPG sales transactions.

Transaction prices in contracts with customers are generally not subject to constraints. The Group does not enter into contracts with customers that include material refunds of consideration or other significant obligations of a similar nature.

Warranties provided under the contracts serve to assure the customer that the relevant product complies with the agreed specifications. They do not represent a distinct service.

The Company primarily operates on deferred payment terms. Payment terms in contracts with customers are generally 30 days or less; however, in the Upstream & Supply segment, payment terms typically extend to – but do not exceed – 60 days. For significant customers, extended credit periods may be granted where commercially justified. Cash sales occur primarily at service stations within the Consumers and Products segment. Payments are generally due upon the transfer of control of goods or completion of services.

Disaggregation of revenue into categories reflecting significant economic factors affecting its recognition

In addition to the disaggregation of revenue by product category and geographic region presented in Notes 5.1.1 i 5.1.2, the Company also analyses revenue by contract type, timing of transfer of control, contract duration and sales channel.

• Type of contract

The majority of the Company's contracts with customers for the supply of goods or services are based on fixed prices; therefore, revenue already recognised will remain unchanged. The Company classifies as variable consideration revenue arising from contracts where the consideration is based on a variable fee linked to sales volumes, where customers have rights to discounts and bonuses, where certain revenue relates to penalties charged, and where the selling price of services is determined based on costs incurred.

• Timing of transfer of control

Where control of goods is transferred at a point in time, revenue is recognised, and customer settlements occur upon each delivery.

Most point-in-time revenue is generated within the Consumers & Products segment from the sale of goods and services at service stations, where the performance obligation is satisfied and settlement with customers takes place when the goods are handed over, except for goods sold under the Flota Programme. Revenue from gas sales on exchanges is also recognised at a point in time.

For goods and services where customers simultaneously receive and consume benefits without formal sales documentation, revenue is recognised over time. Revenue recognised over time, measured using the output method, relates principally to sales of gas, petrochemical products, fuel sales under the Flota Programme and crude oil sales.

In the Downstream and Upstream & Supply segments, for continuous deliveries of goods transported through pipelines, control – and legal title – passes to the customer at a designated custody-transfer point within the installation. This moment is considered the date of sale.

• Contract duration

In the Company, the duration of most contracts is short-term.

As at 30 June 2025, the Company analysed the transaction price allocated to unsatisfied performance obligations. Unsatisfied or partially unsatisfied performance obligations as at 30 June 2025 related principally to gas sales contracts which are either expected to be completed within 12 months or are open-ended with termination notice periods of up to 12 months. As these obligations form part of contracts that can be considered short-term, or where revenue from satisfying performance obligations is recognised in the amount the Group has the right to invoice, the Group has applied the practical expedient under which it does not disclose the aggregate transaction price allocated to outstanding performance obligations.

• Selling channel

The Company primarily generates revenue from direct sales to customers through its own, leased, or franchised sales channels. The Company operates a network of nearly 1,950 service stations: 1,512 own stations and 438 stations operated under franchise agreements.

In addition, the Company's direct sales to customers are delivered through an integrated infrastructure network comprising fuel terminals, inland transshipment terminals, pipeline networks, rail transport and road tankers. Gas sales and distribution are effected primarily through the proprietary distribution infrastructure.

5.1.1. Revenue from sales by operating segments disaggregated into product categories

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
UPSTREAM & SUPPLY
Revenue from contracts with customers IFRS 15 43,026 18,097 48,334 19,926
Natural gas 23,258 8,687 24,985 8,894
Crude oil 16,887 8,119 19,977 9,603
LNG*** 402 168 303 126
Helium 138 63 167 83
Other 2,341 1,060 2,902 1,220
Outside the scope of IFRS 15 326 163 1,655 701
43,352 18,260 49,989 20,627
DOWNSTREAM
Revenue from contracts with customers IFRS 15 27,120 13,294 32,119 16,346
Light distillates 4,241 2,145 4,692 2,471
Middle distillates 16,045 7,711 19,032 9,412
Heavy fractions 2,407 1,259 3,235 1,701
Monomers 1,400 680 1,617 852
Polymers 198 107 184 96
Aromas 291 105 456 251
PTA 545 261 884 437
Other* 1,993 1,026 2,019 1,126
Outside the scope of IFRS 15 19 12 13 7
27,139 13,306 32,132 16,353
ENERGY
Revenue from contracts with customers IFRS 15
Outside the scope of IFRS 15
1,599
1
706
1
2,764
1
1,272
1
1,600 707 2,765 1,273
CONSUMERS & PRODUCTS
Revenue from contracts with customers IFRS 15 15,190 7,810 17,510 9,303
Light distillates 5,725 2,959 6,476 3,569
Middle distillates 7,086 3,536 8,692 4,455
Other** 2,379 1,315 2,342 1,279
Outside the scope of IFRS 15 47 14 34 15
15,237 7,824 17,544 9,318
CORPORATE FUNCTIONS
Revenue from contracts with customers IFRS 15 72 39 73 46
Outside the scope of IFRS 15 11 5 11 6
83
87,411
44
40,141
84
102,514
52
47,623

* Other mainly comprise sulfur, alkylate, isomerizate, butadiene, acetone, phenol, glycols and paraffin wax. Also recognised is revenue from the sale of services and materials.

** Other mainly comprises sales of non-fuel goods.

*** Liquefied natural gas.

5.1.2. Geographical disaggregation of revenue – presented by the country of the customer's registered office

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Revenue from contracts with
customers
Poland 61,932 28,019 72,369 33,092
Lithuania, Latvia, Estonia 9,601 4,497 12,061 6,282
Czech Republic 7,294 3,625 8,238 3,472
Germany 1,773 681 1,294 749
Other countries, including: 6,407 3,124 6,838 3,298
Switzerland 2,059 776 2,441 1,131
Ukraine 1,419 859 1,083 419
United Kingdom 473 233 566 337
Ireland 439 237 464 256
Finland 282 102 212 77
Singapore - - 40 1
87,007 39,946 100,800 46,893
outside the scope of IFRS 15 –
Poland
404 195 1,714 730
87,411 40,141 102,514 47,623

In the six-month periods ended 30 June 2025 and 30 June 2024, the Company recorded revenue from two customers, each exceeding 10% of total revenue, amounting to PLN 21,552 million and PLN 25,183 million, respectively. These customers operate principally in the Upstream & Supply and Downstream segments. These customers were ORLEN Group entities.

5.2. Operating expenses

SELECTED ACCOUNTING POLICIES

Cost of sales includes the cost of finished goods, goods for resale, materials and services sold, as well as inventory write-downs to net realisable value. Costs are adjusted for gains or losses arising from the settlement of instruments hedging cash flows relating to these costs. Additionally, costs are reduced by grants, including compensation, relating to the relevant cost items.

Selling expenses comprise sales agency costs, trading expenses, advertising and promotion costs, and distribution costs, as well as fees incurred by the Company pursuant to regulatory requirements, calculated based on the volume of certain goods placed on the market, such as NRT and NIT.

General and administrative expenses include costs associated with managing and administering the Company as a whole.

Costs by nature of expense

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Raw materials and consumables used (30,308) (14,892) (38,556) (19,483)
Cost of gas (20,025) (7,276) (16,208) (6,037)
Cost of goods held for resale and materials sold (20,853) (10,045) (23,522) (11,589)
Services (4,518) (2,297) (4,342) (2,177)
Employee benefits (1,763) (843) (1,584) (746)
Depreciation and amortisation (2,206) (1,141) (2,090) (1,050)
Taxes and charges, including: (2,504) (1,189) (17,826) (8,766)
contribution to the Price Difference Compensation
Fund
- - (15,109) (7,555)
Other (516) (289) (539) (288)
(82,693) (37,972) (104,667) (50,136)
Change in inventories (234) (133) 1,402 461
Own work capitalised (17) (13) 156 93
Operating expenses (82,944) (38,118) (103,109) (49,582)
Selling expenses 3,725 1,922 4,109 2,006
General and administrative expenses 1,388 635 1,148 494
Cost of sales (77,831) (35,561) (97,852) (47,082)

In the first half of 2024, under the amended Act on the special protection of certain consumers of gaseous fuels, enterprises engaged primarily in the extraction of natural gas in Poland were obliged to remit payments to the Price Difference Compensation Fund. No such obligation applies in 2025.

5.3. Impairment of property, plant and equipment, intangible assets, right-of-use assets, and shares in subsidiaries and joint arrangements

As at 30 June 2025, ORLEN identified indications of impairment in accordance with IAS 36 Impairment of Assets in the Upstream & Supply segment, in respect of upstream assets, due to projected declines in market prices of hydrocarbons.

Additionally, ORLEN considers that the indications of impairment for the Petrochemicals CGU, identified and disclosed in the consolidated financial statements as at and for the year ended 31 December 2024, remain valid. The value in use of these cash-generating units remains negative.

Total net impairment losses on property, plant and equipment, intangible assets, goodwill and right-of-use assets are presented by segment below.

Segment 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Upstream & Supply (284) (281) (68) (29)
Downstream (1,814) (852) (1,128) (461)
Energy (1) - - -
Consumers & Products (1) (1) - -
Corporate Functions - - - -
Total (2,100) (1,134) (1,196) (490)

Reversal and recognition of impairment losses on property, plant and equipment, intangible assets and rightsof-use assets were recognised in other income and other expenses (Note 5.4), respectively.

ORLEN maintains continuous monitoring of macroeconomic factors affecting future performance and financial position. Market conditions in 2025 have been characterised by significant volatility, particularly impacting the Upstream & Supply and Downstream segments. Early Q2 2025 saw price declines across the Group's key commodities – notably crude oil, natural gas and petrochemicals – driven by US tariff policies and consequent global recession concerns. Mid-June marked a turning point when Middle East tensions escalated, threatening Strait of Hormuz supply routes and placing upward pressure on commodity and refined product prices. While geopolitical risks remain elevated in key energy regions, expected OPEC+ production increases combined with economic headwinds may sustain lower energy commodity pricing through the short to medium term.

These conditions potentially support Downstream segment outperformance versus current forecasts, particularly in refining margins. Realisation will depend upon evolving global trade policies and European economic recovery trajectory.

A comparison of the key macroeconomic parameters adopted for the tests of extraction assets as at 30 June 2025 and 31 December 2024 is presented in the tables below.

30 June 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Brent USD/bbl 69.02 69.85 72.63 75.85 81.24 86.89 90.68 92.16 93.65 95.14
Natural gas EUR/MWh 35.18 31.18 27.45 21.79 16.13 16.51 25.64 30.24 31.67 33.65
31 December 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
Brent USD/bbl 81.05 82.31 83.68 85.41 87.19 88.99 90.33 91.68 93.05 94.38
Natural gas EUR/MWh 37.06 32.39 28.58 25.76 22.95 21.94 25.06 27.84 31.48 33.06

In the six- and three-month periods ended 30 June 2025, impairment charges of PLN (1,814) million and PLN (852) million, respectively, were recognised in the Downstream segment within the ORLEN Petrochemicals CGU, relating principally to capital expenditure incurred on the Nowa Chemia project.

The value in use of that CGU was PLN (4,169) million at 30 June 2025 (31 December 2024: PLN (5,124) million), calculated using the discount rates applicable to Poland – Petrochemicals, as set out in the table below. The change primarily reflects impaired capital expenditure made in the first half of 2025.

Poland / Petrochemicals 2025 2026 2027 2028 2029 2030+
2025-06-30 8.97% 8.17% 8.35% 8.65% 8.99% 8.25%
2024-12-31 8.70% 9.06% 9.33% 9.50% 9.60% 8.12%

Sensitivity analyses of the value-in-use calculations for the Petrochemicals CGU, assuming a ±1 percentagepoint change in the discount rate and a ±5% change in EBITDA, showed no effect on the amount of the recognised impairment loss.

In the Upstream & Supply segment, following impairment testing in the first half of 2025, ORLEN recognised an impairment reversal of PLN 644 million, principally due to revised technical assumptions and the identified and documented increase in reserves at the Kościan-Brońsko field.

Projected commodity price weakness, particularly for crude oil, necessitated impairment testing of Upstream & Supply's extraction assets with heightened price sensitivity. These assessments incorporated updated production volume projections.

The impairment testing carried out in the segment in the first half of 2025 resulted in PLN (759) million of charges across Polish and Pakistani assets.

Additional net impairments of PLN (169) million related primarily to unsuccessful exploration expenditure and closure of the UAE branch operations.

Values in use for extraction assets within the Upstream & Supply segment totalled PLN 22,714 million at 30 June 2025 and PLN 21,003 million at 31 December 2024. These were calculated using Poland – Production Development discount rates for Polish assets and Pakistan – Field Development and Production rates for Pakistani assets, as detailed in the tables below.

Poland / Development and production 2025 2026 2027 2028 2029 2030+
2025-06-30 7.72% 6.92% 7.10% 7.40% 7.74% 7.01%
2024-12-31 7.45% 7.81% 8.08% 8.25% 8.34% 6.88%
Pakistan / Upstream development and production 2025 2026 2027 2028 2029 2030+
2025-06-30 20.63% 19.80% 19.95% 20.18% 20.44% 19.49%
2024-12-31 19.44% 19.57% 19.72% 19.81% 19.88% 18.19%

Sensitivity analysis of the value in use of ORLEN in the Upstream & Supply segment as at 30 June 2025

(PLN million) EBITDA
change -5% 0% 5%
-1pp increase in impairment loss
(355)
decrease in impairment loss
747
decrease in impairment loss
1,848
DISCOUNT
RATE
0.0pp increase in impairment loss
(1,062)
- decrease in impairment loss
1,062
+1pp increase in impairment loss
(1,664)
increase in impairment loss
(636)
increase in impairment loss
(1,055)

5.3.1. Recognition and reversal of impairment losses on shares in subsidiaries and joint arrangements

As at 30 June 2025, ORLEN recognised impairment charges of PLN (687) million against its shares in Lotos Upstream, reflecting operational resource constraints at that entity and a revaluation of the Baltic Gas project. EBITDA is primarily driven by gas prices.

These impairment charges were recognised in finance costs (see Note 5.5).

Sensitivity analysis of impairment of ORLEN's shares in Lotos Upstream as at 30 June 2025

(PLN million) EBITDA
change -5% 0% 5%
-1pp decrease in impairment loss
18
decrease in impairment loss
97
decrease in impairment loss
181
DISCOUNT
RATE
0.0pp increase in impairment loss
(72)
- decrease in impairment loss
72
+1pp increase in impairment loss
(104)
increase in impairment loss
(85)
increase in impairment loss
(19)

5.4. Other income and expenses

Other income

NOTE 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Gain on disposal of non-current non-financial assets 11 1 71 1
Reversal of provisions 16 10 7 3
Interest on trade receivables 68 33 14 4
Exchange differences on trade receivables and
payables
955 483 - -
Reversal of impairment losses on property, plant
and equipment, intangible assets, and other assets
5.3 720 711 58 58
Penalties and compensations 15 5 549 463
Derivatives, including: 1,677 860 1,504 578
not designated for hedge
accounting – settlement and measurement
1,659 854 1,271 732
cash flow hedges – ineffective portion, settlement
and measurement
2 1 145 (177)
Other 85 58 156 91
3,547 2,161 2,359 1,198

Other expenses

NOTE 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Loss on disposal of non-current non-financial
assets
(38) (10) (33) (15)
Recognition of provisions (253) (241) (60) (21)
Exchange differences on trade receivables and
payables
- - (160) (72)
Recognition of impairment losses on property,
plant and equipment, intangible assets, and other
assets
5.3 (2,820) (1,845) (1,254) (548)
Derivatives, including: (1,822) (853) (1,461) (546)
not designated for hedge
accounting – settlement and measurement
(1,802) (849) (1,446) (543)
Other, including:
provision of services free of charge
(109)
(12)
(64)
-
(393)
(295)
(189)
(141)
(5,042) (3,013) (3,361) (1,391)

During the second quarter of 2025, the Company recognised a PLN 217 million provision following the partial arbitral award in proceedings between ORLEN S.A. and Gazprom PJSC/Gazprom Export LLC concerning Yamal Contract pricing revisions for the period January 2018 to January 2021. See Note 5.14 for dispute details and provision methodology.

Net settlement and net measurement of derivative financial instruments relating to operating exposure

In the six and three-month periods ended 30 June 2025 and 30 June 2024, the Company recognised net gains/(losses) from derivative financial instruments not designated in hedge accounting relationships, presented within operating activities. These comprised primarily commodity derivatives hedging timing mismatches on crude oil purchases (commodity forwards). The forward foreign-exchange contracts hedge currency risk arising from the Group's operating activities, mainly in USD and EUR.

5.5. Finance income and costs

Finance income

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Interest calculated using the effective interest
rate method
1,442 750 1,125 540
Other interest 41 4 31 31
Net foreign exchange gains 230 123 124 21
Dividends 1,415 1,415 848 848
Derivatives not designated for hedge accounting –
settlement and measurement
112 47 72 15
Other 102 58 252 85
3,342 2,397 2,452 1,540

Finance costs

NOTE 6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
3 MONTHS
ENDED
30/06/2024
(unaudited)
(restated data)
Interest calculated using the effective interest
rate method
(189) (70) (136) (83)
Lease interest
Other interest
(83)
(56)
(39)
(50)
(80)
(27)
(40)
(18)
Derivatives not designated for hedge accounting –
settlement and measurement
(299) (178) (51) (2)
Recognition of impairment losses on shares in
5.3.1
subsidiaries
(687) (687) (1,324) (1,324)
Other (92) (49) (63) (36)
(1,406) (1,073) (1,681) (1,503)

Capitalised borrowing costs for the six months ended 30 June 2025 and 30 June 2024 amounted to PLN (398) million and PLN (251) million, respectively, while for the three months ended 30 June 2025 and 30 June 2024 they amounted to PLN (298) million and PLN (121) million, respectively.

Net settlement and net measurement of derivative financial instruments not designated for hedge accounting

For the three and six months ended 30 June 2025 and 30 June 2024, the Group recognised net gains / (losses) on derivative financial instruments not designated in hedge-accounting relationships. These gains / (losses) arose primarily from foreign-exchange hedges executed for liquidity management and from instruments used to manage floating-rate exposure. In January 2025, following the issuance of ten-year, fixedrate US-dollar bonds, the Group entered into cross-currency interest-rate swaps (CCIRS) that (i) exchanged the fixed USD coupon for a floating EURIBOR-linked rate and (ii) converted the bond principal from USD into EUR. Consistent with the Group's Market Risk Management Policy, the debt portfolio is optimised to maintain a target fixed-to-total debt ratio. The switch from USD to EUR exposure mirrors the Group's larger current and forecast natural long position in EUR relative to USD, thereby facilitating servicing of the bond liabilities. To retain the fixed-to-total ratio while positioning the debt structure to benefit from the expected decline in euro interest rates, the Group simultaneously converted the coupon from fixed to floating. Additionally, to reduce funding costs, the benchmark reference rate was changed from the higher-yielding SOFR to six-month EURIBOR.

Measurement and settlement of the derivative portfolio were driven primarily by movements in PLN/EUR and PLN/USD exchange rates and by changes in EURIBOR during the reporting period.

5.6. Effective tax rate

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Profit/(loss) before tax 2,751 842 1,016 (520)
Income tax computed at statutory tax rate of 19% (523) (160) (193) 99
Differences between statutory tax rates (113) (80) 41 13
Foreign Branches (113) (80) 41 13
Impairment loss on shares in subsidiaries (131) (131) (252) (252)
Dividends received 269 269 161 161
Tradable rights received free of charge (115) (142) (1) (22)
Impairment (loss)/reversal of impairment loss on financial
assets other than trade receivables
(385) (304) 360 303
Other (14) (45) 8 59
Income tax (1,012) (593) 124 361
Effective tax rate 37% 70% 12% 69%

5.7. Borrowings, bonds

Non-current Current Total
30/06/2025 31/12/2024 30/06/2025 31/12/2024 30/06/2025 31/12/2024
Bank borrowings 3,445 5,910 90 1,509 3,535 7,419
Non-bank borrowings 9 578 674 142 683 720
Bonds 9,639 5,224 1,220 1,070 10,859 6,294
13,093 11,712 1,984 2,721 15,077 14,433

In the six months ended 30 June 2025, as part of cash flows from financing activities, ORLEN made drawdowns and repayments of borrowings and available credit lines in a total amount of PLN 1,882 million and PLN (5,738) million, respectively. The reduction in bank borrowings as at 30 June 2025 reflected principally net repayments of PLN (4,200) million across two syndicated credit facilities and PLN (1,416) million in overdraft facilities, together with a PLN 1,800 million drawdown under the second and third long-term investment loan agreements with the European Investment Bank.

ORLEN and the European Investment Bank have signed three financing agreements totalling PLN 3,500 million to finance the strategic modernisation programme of the electricity distribution network implemented by Energa-Operator S.A. The funds will be used for investment projects to strengthen the security and efficiency of electricity supply, including the connection of renewable energy sources. The financing carries a 15-year tenor and is structured as an amortising investment loan. As at 30 June 2025, all three agreements remained in effect, with a total commitment of PLN 2,700 million.

In the six months ended 30 June 2025, the Company raised PLN 4,982 million from the issue of Series C bonds, net of discount. The nominal value of bonds issued by ORLEN on 30 January 2025 was USD 1,250 million, equivalent to PLN 4,521 million as at 30 June 2025. The bonds are admitted to trading on the regulated market of Euronext Dublin. The proceeds will be applied to ongoing operations, including delivery of the investment plans set out in the ORLEN Group Strategy. Further details of the Company's outstanding bond issues are provided in Note 5.12. On 2 July 2025, the Company raised EUR 600 million through a further issue of Series D bonds. For further information, see Note 5.18.

As at 30 June 2025 and 31 December 2024, the maximum available debt financing under credit facility and borrowing agreements was PLN 32,502 million and PLN 30,876 million, respectively. As at 30 June 2025 and 31 December 2024, PLN 26,155 million and PLN 22,761 million, respectively, remained undrawn and available. The increase in maximum available debt and undrawn credit facilities reflected principally the Company's execution of a third PLN 1,700 million facility agreement with the European Investment Bank.

Throughout the reporting period and subsequently up to the date of these interim condensed separate financial statements, there were no instances of default in respect of principal or interest payments, nor any breaches of the terms of credit facilities.

5.8. Derivatives and other assets and liabilities

Derivatives and other assets

Non-current Current Total
30/06/2025 31/12/2024 30/06/2025 31/12/2024 30/06/2025 31/12/2024
Derivatives designated as cash flow
hedges 1,294 961 806 565 2,100 1,526
currency forwards 1,150 895 234 173 1,384 1,068
commodity swaps 122 - 496 85 618 85
commodity futures (CO2 22 66 76 307 98 373
emission allowances)
Derivatives not designated for hedge
accounting 1 - 229 39 230 39
currency forwards 1 - 59 33 60 33
commodity swaps - - 170 5 170 5
commodity forwards (electricity) - - - 1 - 1
Derivative instruments under the
centralised risk management 188 382 492 307 680 689
framework
commodity swaps - - 55 53 55 53
currency forwards 188 382 437 252 625 634
interest rate swaps - - - 2 - 2
Derivatives designated as fair value 1 - 1 3 2 3
hedges
commodity swaps 1 - 1 3 2 3
Derivatives 1,484 1,343 1,528 914 3,012 2,257
Other financial assets 17,401 20,858 9,731 13,916 27,132 34,774
loans 16,348 19,587 3,861 3,912 20,209 23,499
cash pool - - 4,382 8,870 4,382 8,870
receivables from settled - - 38 65 38 65
derivative instruments
receivables from settled
derivative instruments under
centralised risk management framework
- - 213 20 213 20
financial assets measured
at fair value through 27 281 - - 27 281
other comprehensive income
financial assets measured 3 4 - - 3 4
at fair value through profit or loss
adjustment to hedged item 8 3 12 5 20 8
collateral and margin deposits - - 1,106 921 1,106 921
acquired securities 291 288 8 8 299 296
restricted cash 179 182 25 25 204 207
financing assets 465 496 83 85 548 581
other 80 17 3 5 83 22
Other non-financial assets 242 249 - - 242 249
investment property 227 225 - - 227 225
other 15 24 - - 15 24
Other assets 17,643 21,107 9,731 13,916 27,374 35,023

Loans extended totalled PLN 20,259 million as at 30 June 2025 and PLN 23,499 million as at 31 December 2024, comprising principally intra-group loans to fully consolidated ORLEN Group entities of PLN 19,268 million and PLN 22,283 million, respectively, together with loans to: Baltic Power, accounted for using the equity method, of PLN 661 million and PLN 645 million, respectively; Grupa Azoty Polyolefins S.A., recognised as investments in equity instruments at fair value through other comprehensive income, of PLN 50 million and PLN 308 million, respectively; and other companies (joint ventures and unconsolidated subsidiaries) of PLN 231 million and PLN 263 million, respectively. The loans were granted for general corporate and investment purposes. The other loans were granted under the employee loan programme. As at 30 June 2025, following its assessment of the probability of default, the Company recognised a PLN 50 million expected credit loss allowance against the collateralised loan to Grupa Azoty Polyolefins S.A.

Among fully consolidated companies, the largest loan exposures as at 30 June 2025 and 31 December 2024 comprised loans to former PGNiG Group companies of PLN 8,142 million and PLN 10,291 million, respectively, and to ENERGA Group companies of PLN 7,000 million and PLN 7,554 million, respectively.

As at 30 June 2025 and 31 December 2024, the Company held collateral and margin deposits that did not qualify as cash equivalents, related to the settlement of commodity transactions and commodity risk hedging transactions entered into on commodity exchanges (mainly ICE and TGE). The amount of the deposits changes in line with the valuation of outstanding transactions and prevailing market prices and is subject to ongoing adjustment.

Derivatives and other liabilities

Non-current Current Total
30/06/2025 31/12/2024 30/06/2025 31/12/2024 30/06/2025 31/12/2024
Derivatives designated as cash flow
hedges 91 56 289 193 380 249
commodity swaps 28 39 168 174 196 213
commodity futures (CO2
emission allowances)
53 1 99 15 152 16
currency forwards 10 16 22 4 32 20
Derivatives not designated for hedge
accounting 231 - 66 78 297 78
currency interest rate swap 230 - - - 230 -
currency forwards - - 13 2 13 2
commodity swaps 1 - 53 76 54 76
Derivative instruments under the
centralised risk management 188 382 517 259 705 641
framework
commodity swaps - - 83 6 83 6
currency forwards 188 382 433 251 621 633
interest rate swaps - - 1 2 1 2
Derivatives designated as fair value 9 3 13 6 22 9
hedges
commodity swaps 9 3 13 6 22 9
Derivatives 519 441 885 536 1,404 977
Other financial liabilities 172 120 14,391 6,762 14,563 6,882
liabilities from settled - - 516 168 516 168
derivative instruments
liabilities from settled
derivative instruments under
- - 28 24 28 24
centralised risk management framework
capital expenditure liabilities 57 58 - - 57 58
cash pool - - 13,830 6,545 13,830 6,545
adjustment to hedged item - - 1 4 1 4
other 115 62 16 21 131 83
Other non-financial liabilities 78 80 774 25 852 105
deferred income 78 80 774 25 852 105
Other liabilities 250 200 15,165 6,787 15,415 6,987

Further information on movements in derivative instruments not designated in hedge-accounting relationships is presented in Note 5.4.

Receivables/liabilities from settled derivative instruments relate to instruments that matured on or before the reporting date but have a settlement date after the reporting period. As at 30 June 2025, these balances included matured commodity swaps, primarily hedging timing mismatches in crude oil purchases, excess inventories, and natural gas exposures.

As at 30 June 2025, deferred income comprised primarily the unamortised portion of government grants received for CO₂ emission rights amounting to PLN 755 million.

5.9. Provisions

Non-current Current Total
30/06/2025 31/12/2024 30/06/2025 31/12/2024 30/06/2025 31/12/2024
Decommissioning and
environmental costs
2,631 2,378 41 72 2,672 2,450
Long-service awards and post
employment benefits
523 510 85 86 608 596
CO₂ emissions, energy certificates - - 4,599 3,327 4,599 3,327
Other 82 172 657 480 739 652
3,236 3,060 5,382 3,965 8,618 7,025

Note 3.1 provides a detailed analysis of movements in provisions.

5.10. Fair value measurement methods (fair value hierarchy)

The Company made no changes to its financial instrument measurement methods compared to the previous reporting period.

The fair value measurement policies are described in Note 13.3.1 in the 2024 Separate Financial Statements. The financial assets measured at fair value through other comprehensive income (FVOCI) include listed and unlisted shares not held for trading.

Fair value hierarchy

30/06/2025 Fair value hierarchy
Carrying
amount
Fair value Level 1 Level 2 Level 3
Financial assets
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through other
3 3 - - 3
comprehensive income 27 27 26 - 1
Loans 20,209 22,546 - 22,546 -
Acquired securities 299 395 - 395 -
Derivatives, including: 3,012 3,012 262 2,750 -
Derivative instruments under the centralised risk
management framework 680 680 - 680 -
23,550 25,983 288 25,691 4
Financial liabilities
Bank borrowings 3,535 3,540 - 3,540 -
Non-bank borrowings 683 684 - 684 -
Bonds 10,859 10,914 9,906 1,008 -
Derivatives, including: 1,404 1,404 193 1,211 -
Derivative instruments under the centralised risk
management framework 705 705 - 705 -
16,481 16,542 10,099 6,443 -
31/12/2024 Fair value hierarchy
Carrying
amount
Fair value Level 1 Level 2 Level 3
Financial assets
Financial assets measured at fair value through profit or loss 4 4 - - 4
Financial assets measured at fair value through other
comprehensive income 281 281 25 - 256
Loans 23,499 23,969 - 23,969 -
Acquired securities 296 399 - 399 -
Derivatives, including: 2,257 2,257 376 1,881 -
Derivative instruments under the centralised risk
management framework 689 689 - 689 -
26,337 26,910 401 26,249 260
Financial liabilities
Bank borrowings 7,419 7,421 - 7,421 -
Non-bank borrowings 720 720 - 720 -
Bonds 6,294 6,252 5,245 1,007 -
Derivatives, including: 977 977 95 882 -
Derivative instruments under the centralised risk
management framework 641 641 - 641 -
15,410 15,370 5,340 10,030 -

For all other classes of financial assets and liabilities, fair value corresponds to their carrying amount. The fair value of financial assets and liabilities traded in active markets is determined based on quoted market prices (Level 1 inputs). In all other cases, fair value is determined using other observable inputs, either directly or indirectly (Level 2), or unobservable inputs (Level 3).

There were no transfers between Levels of the fair value hierarchy within the Company during the reporting period or the comparative period.

5.11. Future commitments under signed investment contracts

As at 30 June 2025 and 31 December 2024, future commitments arising from investment contracts signed by those dates amounted to PLN 13,555 million and PLN 12,493 million, respectively.

5.12. Issuance and redemption of debt securities

As at 30 June 2025, the Group's outstanding debt securities included the following:

  • Under the non-public domestic bond programme: Series C and Series D bonds remain outstanding, with a total nominal value of PLN 2,000 million;
  • Under the updated Global Medium-Term Note (GMTN) programme: Series A and Series B bonds remain outstanding, with a total nominal value of EUR 1,000 million, as well as Series C bonds with a nominal value of USD 1,250 million.

ORLEN's Series C and Series D domestic bonds, totalling PLN 2,000 million in nominal value, were issued under the Group's sustainability-linked bond framework, which incorporates ESG rating criteria. The ESG rating is assigned by independent agencies and assesses a company's or industry's ability to achieve long-term sustainable development, taking into account three key non-financial factors: environmental, social, and corporate governance considerations. In the environmental domain, key considerations include product

emissions and carbon footprint, environmental impact, resource efficiency, and the deployment of green technologies. The most recent ESG rating review conducted by MSCI ESG Research Limited in Q1 2025 reaffirmed the Company's ESG rating at A.

ORLEN's Series A Euronotes, with a nominal value of EUR 500 million, were issued under a green notes framework to finance projects that support environmental and climate objectives. ORLEN has established and published its Green Finance Framework, setting out the investment processes linked to the energy transition that are eligible for financing under this framework. It also defines key performance indicators to assess project implementation and measure their environmental impact. The Group updated its Green Finance Framework in June 2025, with publication on the ORLEN corporate website (https://www.orlen.pl/pl/zrownowazonyrozwoj/zielone-finansowanie). The framework received a Sustainable Quality Score (SQS) of 2 ("Very Good") from Moody's Ratings.

5.13. Dividend for 2024

The Annual General Meeting of ORLEN held on 5 June 2025 resolved to allocate PLN 6,965,652,294 for dividend payment, representing PLN 6.00 per share. The dividend record date was set as 14 August 2025, with payment on 1 September 2025.

Parties Subject of the claim Amount Stage of proceedings
30 June
2025
31
December
2024
Elektrobudowa
vs ORLEN
The claim concerns the settlement
of an Engineering, Procurement
and Construction (EPC) contract
dated 1 August 2016 for the
construction of the Metathesis Unit,
commissioned in 2019.
62 178 Arbitration – award of PLN 36.83 million and EUR 7.28 million
to the bankruptcy trustee of Elektrobudowa's estate; the
amounts have been paid in full. A claim from the
Elektrobudowa S.A. insolvency administrator for additional
compensation on the Metathesis plant construction contract
remains outstanding.
Related litigation provisions amounted to PLN 32 million at 30
June 2025.
Settlements with
Gazprom
Settlements for natural gas supplied
under the Yamal Contract and the
suspension of natural gas deliveries
by Gazprom
below. Arbitration proceedings are pending. A detailed description of the proceedings is given

5.14. Claims, litigation and other contingent liabilities

Settlements for natural gas supplied under the Yamal Contract and the suspension of natural gas deliveries by Gazprom

On 31 March 2022, the President of the Russian Federation issued Decree No. 172 ('On a Special Procedure for the Performance of Obligations by Foreign Purchasers to Russian Natural Gas Suppliers', the 'Decree'). Following this, Gazprom formally requested PGNiG to amend certain provisions of the Yamal Contract, notably by introducing settlements in Russian roubles.

On 12 April 2022, the Management Board of PGNiG S.A. resolved that it would continue to settle its obligations in respect of gas supplied by Gazprom under the Yamal Contract strictly in accordance with the existing contractual terms. Consequently, PGNiG expressly rejected Gazprom's request to adopt the alternative settlement procedures prescribed by the Decree.

On 27 April 2022, at 08:00 CET, Gazprom fully suspended natural gas supplies under the Yamal Contract, citing provisions of the Decree prohibiting gas deliveries to foreign customers located in jurisdictions designated as "unfriendly" by the Russian Federation (including Poland) unless payments for deliveries from 1 April 2022 onwards were settled in compliance with the Decree.

In response, PGNiG took steps to protect the Company's contractual position, including formally requiring Gazprom to resume gas supplies and strictly comply with the existing contractual settlement arrangements and all other terms applicable until the expiry of the contract at the end of 2022.

As at 31 December 2022, Gazprom had not resumed natural gas deliveries and continued to refuse settlements based on the originally agreed contractual terms. The Yamal Contract expired at the end of 2022.

Disputes arising under the Yamal Contract remain pending and are currently subject to arbitration proceedings. These proceedings will determine, inter alia, the parties' respective claims concerning amendments to pricing terms applicable to natural gas supplies, following multiple requests for renegotiation submitted by Gazprom and ORLEN (as successor-in-title to PGNiG) from 2017 onwards, as well as the underlying causes and resulting consequences of Gazprom's suspension of gas deliveries effective as of 27 April 2022.

Given the extensive scope and complexity of the claims involved, the arbitration proceedings have been organised into multiple phases, with each phase addressing distinct elements of the parties' respective claims.

On 1 July 2025, by way of a partial award issued by the arbitral tribunal, one phase of the proceedings was concluded, addressing the modification of pricing terms on the basis of renegotiation requests submitted by ORLEN and Gazprom in 2017. The tribunal dismissed the parties' respective opposing claims advanced in the course of the proceedings for a reduction or increase of the contract price with effect from 1 November 2017, while upholding in principle Gazprom's claim for an increase of the contract price with effect from 1 January 2018.

The retroactive settlement of the contract price under the Yamal Contract for the period from January 2018 to January 2021 (covering the period until the next potential change in the contract price, which will be determined in the next phase of the arbitration) results in a difference payable by ORLEN in an estimated amount of approximately USD 291 million. Recognition of the claims originally submitted by Gazprom in the concluded phase of the proceedings would have resulted in a difference payable by ORLEN of approximately USD 1.7 billion. Sanctions on the Russian Federation and Gazprom create uncertainty over both the likelihood and timing of any payment to Gazprom. Nevertheless, the Group has determined that an outflow of cash is probable and has therefore recognised a provision in this respect. The provision estimate, which totalled PLN 217 million as at 30 June 2025, was prepared based on various probability-weighted scenarios. The Group's calculation incorporated variants assuming settlement of the claim at different dates between 2035 and 2050, as well as a scenario assuming no future payment to Gazprom. Variants assuming cash outflows at different dates were discounted to present value using a discount rate of 4.23%. As indicated above, the provision estimate is subject to uncertainty regarding the timing and potential occurrence of future cash outflows. Consequently, the amount of the provision may change materially in subsequent reporting periods. In the Group's assessment, changes in geopolitical factors affecting the EU and Polish sanctions policy towards Russia will be particularly significant in this regard.

Subsequent phases of the arbitration will address, among other matters, amendments to pricing terms arising from renegotiation requests submitted by ORLEN and Gazprom in 2021. In that regard, ORLEN and Gazprom have each provisionally asserted mutual counterclaims seeking, respectively, a reduction or an increase in the contract price, such claims to be definitively particularised by the parties and determined by the arbitral tribunal at a later stage of the proceedings. These phases will also address issues relating to the suspension of natural gas deliveries under the Yamal Contract with effect from 27 April 2022, together with related claims. In this respect as well, ORLEN and Gazprom have provisionally notified mutual counterclaims, which will likewise be definitively particularised by the parties and determined by the tribunal at a later stage of the arbitration.

The aforementioned disputes between ORLEN and Gazprom remain pending and involve amounts potentially material to ORLEN. However, given the complexity and precedent-setting nature of these proceedings – including that the existence and/or quantum of certain claims depends on the outcome of the previous phase of the arbitration – it is not currently possible to determine with precision the aggregate amount in dispute.

Separately, arbitration proceedings are being conducted in respect of ORLEN's claim against Gazprom for payment of interest on overpayments for natural gas delivered under the Yamal Contract in the period 2014– 2020. These proceedings likewise remain pending.

5.14.1. Suspension of the Olefins III project in its originally defined scope

On 11 December 2024, ORLEN S.A. announced the suspension of the Olefins III project in its originally defined scope. This decision followed a review conducted by the Management Board, which concluded that continuation of the project in its existing form would not be economically viable. This assessment primarily reflected an underestimation of the scope of required off-site battery limit (OSBL) infrastructure, financing costs, and project timelines, as well as a significant increase in the projected total capital expenditure.

The infrastructure completed to date will form the basis for the Nowa Chemia project. The Nowa Chemia project is based on revised technological, operational, and commercial assumptions, including strategies designed to achieve emissions reductions. The project will include a state-of-the-art monomer production facility and will also enhance the Group's sales capabilities in ethylene oxide, glycols, styrene and C4 butadiene fractions, with production volumes aligned to market demand. Completion of the Nowa Chemia project is not anticipated before 2030.

The decision taken in December 2024 is provisional and is primarily intended to mitigate the negative economic effects arising from the Olefins III project.

ORLEN's Management Board has undertaken to prepare and publish the budget and an integrated schedule for the Nowa Chemia project, including the necessary OSBL infrastructure, by 30 September 2025.

The Company is currently focusing its efforts for the Nowa Chemia project on discussions with contractors concerning both the core olefins installations (Inside Battery Limits – ISBL) and associated off-site infrastructure (OSBL), to ensure compliance with the revised project schedule. The Company is currently executing work on the Olefins project in accordance with the Nowa Chemia Project parameters.

Furthermore, following the delay in project completion from the original timeline and changes to implementation parameters, ORLEN has initiated discussions with commercial partners contracted to purchase products from the new Olefins complex.

Estimated cash flows based on revised assumptions for the Olefins project and its continued implementation under the Nowa Chemia programme were reflected in the impairment tests performed as at 30 June 2025 for the Downstream segment (see Note 5.3 for details).

Taking into account the facts and circumstances existing as at 30 June 2025, the Company assessed that there were no grounds for recognising additional liabilities, including provisions, in connection with its decision to suspend the Olefins III project in its existing scope and to continue its implementation under the Nowa Chemia programme.

Apart from the proceedings detailed above, the Company has identified no other material contingent liabilities.

5.15. Related-party transactions

5.15.1. Related-party transactions

Based on declarations received, no material transactions occurred between the Company's Management Board and Supervisory Board members, other key management personnel and their closely related persons with ORLEN Group related parties as at 30 June 2025 and 31 December 2024, or during the six- and threemonth periods ended 30 June 2025 and 30 June 2024.

5.15.2. Remuneration of key management personnel at the Company

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Short-term employee benefits 48.2 22.1 39.5 17.9
Post-employment benefits 0.1 - - -
Termination benefits 3.1 1.3 24.0 5.4
51.4 23.4 63.5 23.3

The table above presents remuneration paid, payable, or potentially payable to key management personnel of ORLEN in the reporting period.

5.15.3. Transactions and balances outstanding between the Company and related parties

Subsidiaries Joint arrangements Total
6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
Sales 35,259 16,840 1,303 645 36,562 17,485
Income under the centralised
framework
for derivative financial
instruments
2,043 354 - - 2,043 354
Purchases 22,748 10,456 20 11 22,768 10,467
Costs arising from the
centralised framework
for derivative financial
instruments
2,063 424 - - 2,063 424
Finance income, including: 2,573 1,969 - - 2,573 1,969
Dividends 1,415 1,415 - - 1,415 1,415
Finance costs (mainly interest) 110 51 - - 110 51
Subsidiaries Joint arrangements Total
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Sales 42,380 19,660 1,463 764 43,843 20,424
Income under the centralised
framework
for derivative financial
instruments
1,407 230 - - 1,407 230
Purchases 19,334 10,472 20 11 19,354 10,483
Costs arising from the
centralised framework
for derivative financial
instruments
1,262 431 - - 1,262 431
Finance income, including: 2,082 1,430 51 51 2,133 1,481
Dividends 797 797 51 51 848 848
Finance costs (mainly interest) 145 86 - - 145 86

ORLEN

(PLN million)

Subsidiaries Joint arrangements Total
30/06/2025 31/12/2024 30/06/2025 31/12/2024 30/06/2025 31/12/2024
Trade and other receivables 7,098 6,642 494 491 7,592 7,133
Other assets 21,718 32,080 - - 21,718 32,080
Loans 17,123 23,190 - - 17,123 23,190
Cash pool 4,382 8,870 - - 4,382 8,870
Receivables from settled
derivative instruments under
centralised risk management
framework
213 20 - - 213 20
Lease receivables 22 20 - - 22 20
Derivative instruments under the
centralised risk management
framework
67 56 - - 67 56
Trade and other payables 3,900 4,107 9 7 3,909 4,114
Non-bank borrowings 673 709 - - 673 709
Other liabilities, including: 13,856 6,563 - - 13,856 6,563
Cash pool
Liabilities from settled
13,827 6,542 - - 13,827 6,542
derivative instruments under
centralised risk management
framework
28 18 - - 28 18
Lease liabilities 407 457 - 1 407 458
Derivative instruments under the
centralised risk management
framework
699 638 - - 699 638

The related-party transactions referred to above consists primarily of sales and purchases of refining and petrochemical products, as well as services.

During the six and three months ended 30 June 2025 and 30 June 2024, the Company did not enter into any related-party transactions that were not conducted on arm's length terms.

5.15.4. Transactions with State Treasury-related entities

As at 30 June 2025 and 31 December 2024, the largest shareholder of the Company was the State Treasury, holding 49.9% of the shares.

The Company has identified transactions with related parties that are also related parties of the State Treasury, based on the 'List of companies with State Treasury ownership' made available by the Chancellery of the Prime Minister.

During the six- and three-month periods ended 30 June 2025 and 30 June 2024, the Company identified the following transactions:

6 MONTHS
ENDED
30/06/2025
(unaudited)
3 MONTHS
ENDED
30/06/2025
(unaudited)
6 MONTHS
ENDED
30/06/2024
(unaudited)
3 MONTHS
ENDED
30/06/2024
(unaudited)
Sales 3,262 1,319 2,928 1,180
Purchases (1,765) (855) (1,646) (876)
30/06/2025 31/12/2024
Trade and other receivables 328 721

The above transactions, carried out on market terms, were related to the Company's current operating activities and mainly comprised fuel sales, purchases and sales of natural gas, energy, and transport and storage services.

Trade and other payables 301 333

The Group also conducted financial transactions with Bank Gospodarstwa Krajowego (including credit facilities, bank fees and commissions) and incurred transaction fees on the Polish Power Exchange (Towarowa Giełda Energii).

5.16. Excise duty guarantees

Excise guarantees and excise duties on products held under the duty suspension procedure are presented as off-balance-sheet items. As at 30 June 2025 and 31 December 2024, these totalled PLN 3,945 million and PLN 3,687 million, respectively. As at 30 June 2025, the Company considers the likelihood of these liabilities materialising to be remote.

5.17. Credit guarantees or other guarantees issued by ORLEN to a single entity or that entity's subsidiary, where the total value of such guarantees is material

Guarantees and sureties granted to subsidiaries in favour of third parties amounted to PLN 11,805 million and PLN 14,097 million as at 30 June 2025 and 31 December 2024, respectively. As at 30 June 2025, these primarily related to security provided for:

  • liabilities arising from the operating activities of PGNiG Supply & Trading GmbH, ORLEN Upstream Norway AS, ORLEN Trading Switzerland GmbH, ORLEN LNG Shipping Limited, and ORLEN LNG Trading Limited, amounting in total to PLN 8,836 million,
  • financial liabilities under and credit-facility agreements of the Group subsidiaries, amounting to PLN 751 million,
  • the implementation of investment projects by the subsidiaries CCGT Ostrołęka and CCGT Grudziądz, totalling PLN 271 million,

as well as the timely payment of liabilities by subsidiaries.

As at 30 June 2025, an unconditional and irrevocable guarantee issued by ORLEN in favour of the Norwegian government remained in effect. The guarantee covers the activities of ORLEN Upstream Norway AS in connection with exploration and production activities on the Norwegian Continental Shelf. The guarantee is unlimited in amount and without expiry. Under its terms, ORLEN assumes full financial responsibility for any liabilities that may arise from the exploration and production activities of ORLEN Upstream Norway AS in relation to natural resources located beneath the seabed on the Norwegian Continental Shelf, including the storage and transport of those resources by means other than vessels.

In addition, guarantees issued in the ordinary course of business in respect of obligations to third parties totalled PLN 4,361 million and PLN 4,872 million as at 30 June 2025 and 31 December 2024, respectively. These guarantees comprised primarily civil-law guarantees provided as security for the proper performance of contracts, and public-law guarantees required by generally applicable regulations to secure the proper conduct of licensed activities in the liquid fuels sector and related tax and customs obligations.

5.18. Events after the reporting date

Material non-bank financing arrangements

On 2 July 2025, ORLEN issued EUR 600 million Series D bonds under its updated Global Medium Term Note (GMTN) programme. These bonds, representing ORLEN's second green issuance, will finance environmental and climate protection projects. The bonds were issued with a tenor of seven years and a maturity date of 2 July 2032, and were admitted to trading on the regulated market operated by Euronext Dublin. The proceeds will be allocated to projects in three categories: renewable energy, energy efficiency and clean transport. The allocation and application of proceeds raised from the issuance are set out in the Green Finance Framework published on the Company's website (https://www.orlen.pl/pl/zrownowazony-rozwoj/zielone-finansowanie).

After the reporting date, no events occurred, other than those disclosed in these interim condensed separate financial statements, that required recognition or disclosure.

DIRECTORS' REPORT ON THE OPERATIONS OF THE ORLEN GROUP

C. DIRECTORS' REPORT ON THE OPERATIONS OF THE ORLEN GROUP

1. Financial position

1.1. Key drivers of LIFO-based EBITDA (operating profit before depreciation and amortisation with LIFO inventory valuation)

Statement of profit or loss for the six months ended 30 June 2025

Operating profit before depreciation and amortisation ('EBITDA') for the six months ended 30 June 2025 amounted to PLN 17,008 million, compared to PLN 12,098 million in the corresponding period of 2024.

The impact of crude oil price movements on inventory valuation included in EBITDA was PLN (908) million for the six months of 2025, compared to PLN 97 million for the six months of 2024.

LIFO-based EBITDA, excluding net impairment losses on non-current assets*, totalled PLN 20,809 million, an increase of PLN 7,569 million year on year.

6 months 2025 6 months 2024 y/y change
EBITDA 17,008 12,098 4,910
LIFO (908) 97 (1,005)
LIFO-based EBITDA 17,916 12,001 5,915
Net impairment losses on non-current assets* (2,893) (1,239) (1,654)
LIFO-based EBITDA (excluding impairment losses*) 20,809 13,240 7,569
Factors affecting change in financial performance: 7,569
Macro (1) (6,202)
Volumes (2) 996
Other (3) 12,775

* Net impairment losses on non-current assets are described in Note 5.3. Impairment of property, plant and equipment, intangible assets, goodwill and right-of-use assets

(1) The aggregate impact of macro-economic factors was PLN (6,202) million year on year.

In the Upstream & Supply segment, the macro-economic impact totalled PLN (6,147) million year on year, driven mainly by lower margins on sales of high-methane gas. The margin compression reflected the execution of forward contracts on the TGE exchange at lower prices, while the cost of gas procurement rose year on year driven by higher market prices of the commodity. Contracts for 2024 had been concluded at the end of 2023 in a high gas price environment, whereas contracting for 2025 took place in a more stable market environment.

In the Downstream segment, the impact of macro-economic factors totalled PLN (1,672) million year on year, comprising primarily PLN (1,178) million year on year from lower margins (cracks) on light and middle distillates, polypropylene and PTA. Additionally, the weakening of USD against PLN had a negative impact on segment results of PLN (265) million year on year.

In the Energy segment, the effect of macro-economic factors amounted to PLN 804 million year on year, comprising primarily higher margins on electricity sales and electricity distribution services, as well as more favourable year on year pricing for grid loss coverage contracts.

In the Consumers & Products segment, the effect of macro-economic factors totalled PLN 813 million year on year, resulting primarily from the particular timing of margin recognition on gas sales and optimised gas procurement processes. During the first half of 2024, Tariff 13 was in effect, with its validity period shortened by the so-called energy voucher act. From the second half of the year, a new 12-month tariff (Tariff 15) came into force. The structure of both tariffs assumes the operator incurs losses in the first half of the tariff period, which are subsequently compensated in the second half. Consequently, due to these legislative changes, unfavourable margins on gas sales were realised throughout 2024.

(2) The aggregate impact of sales volume changes amounted to PLN 996 million year on year.

In the Upstream & Supply segment, the volume effect amounted to PLN 678 million year on year, driven primarily by a 19 TWh year-on-year increase in gas sales to 136 TWh. Exchange-traded gas sales in Poland increased by 9.6 TWh year on year as industrial demand recovered following significant commodity price increases caused by the conflict in Ukraine. Demand from other domestic entities also increased by 4.6 TWh year on year following the commissioning of new gas-fired power generation units. Gas trading to

the German market increased by 8.4 TWh year on year, supported by favourable spreads. Gas sales decreased by (3.1) TWh year on year, due partly to the Ormen Lange field shutdown in Norway since May 2025 and a shift in distribution channels, with 2025 sales now executed through the trading company.

In the Downstream segment, the volume effect totalled PLN 195 million year on year. Despite sales volumes declining by (517) thousand tonnes year on year, the positive impact stemmed primarily from an improved refined product mix. The volume effect benefited from heavy fuel oil sales declining by (307) thousand tonnes, a product with negative refining margins, thereby generating a positive contribution from lower volumes. Lower sales of this product resulted from reduced crude throughput in Płock due to the Hydrocracking unit shutdown in the first quarter of 2025 and changes in the crude slate processed. Diesel sales decreased by (306) thousand tonnes, though primarily from lower trading volumes while sales from own production increased, capturing full refining margins. The constrained diesel sales reflected limited market demand and intensified competition. Gasoline sales increased by 78 thousand tonnes year on year, Jet fuel by 91 thousand tonnes year on year and LPG by 25 thousand tonnes year on year.

Petrochemical product sales declined year on year, led by a (132) thousand tonne decrease in fertiliser volumes following production facility closures in the Czech Republic for economic reasons and the March 2025 power outage at Włocławek. Volumes also decreased for PTA by (75) thousand tonnes year on year, PVC by (30) thousand tonnes year on year, polyolefins by (45) thousand tonnes year on year and olefins by (39) thousand tonnes year on year due to plant shutdowns, mainly in the first quarter of 2025.

In the Energy segment, the volume effect totalled PLN 78 million year on year, driven primarily by a 0.3 TWh increase in electricity generation and sales at the Ostrołęka Power Plant due to higher PSE dispatch (system demand), alongside 1.5 PJ higher heat sales reflecting colder average temperatures.

The Consumers & Products segment delivered a PLN 44 million volume effect year on year, with gas and electricity sales up 5% to 61 TWh driven by colder weather in February and May 2025.

Total motor fuel sales volumes decreased by (80) thousand tonnes year on year, with Poland down (84) thousand tonnes due to intense price competition and Austria down (78) thousand tonnes following the removal of cheaper Russian-origin fuels, which drove customers to competitors maintaining competitive pricing. Fuel sales grew across remaining markets, with the Czech Republic, Slovakia and Hungary adding 63 thousand tonnes year on year, Germany 18 thousand tonnes and Lithuania 1 thousand tonne.

(3) The impact of other factors totalled PLN 12,775 million year on year and comprised principally:

  • absence of the PLN 15,410 million charge to the Price Difference Compensation Fund recognised in the six months ended 30 June 2024;
  • foreign exchange gains on trade receivables and trade payables of PLN 1,105 million year on year reflecting USD depreciation against PLN;
  • provision of PLN (217) million recognised in connection with the Arbitral Tribunal award concerning settlements for natural gas supplied under the Yamal Contract and Gazprom's suspension of gas supplies – details of the dispute and provision amount are presented in Note 5.16.
  • negative impact of PLN (443) million year on year from the absence of 2024 insurance compensation related to the Vacuum Residue Desulphurisation (VRD) unit failure in Płock;
  • PLN (1,015) million negative impact from the fair-value measurement of the former PGNiG Group's assets and liabilities as at the merger date;
  • PLN 602 million adverse impact from the consumption of higher-cost crude-oil inventory layers;
  • other items totalling PLN (1,463) million year on year, primarily comprising: lower wholesale gas margins in Upstream & Supply as counterparties exercised options to switch from indexed to fixed pricing; reduced electricity trading in the Energy segment due to the CCGT Włocławek maintenance outage; and higher general and administrative expenses as well as labour costs. These negative effects were partially offset by stronger gas distribution margins in the Energy segment (industrial demand recovery following previous years' price spikes) and improved fuel margins in the Consumers & Products segment.

1.2. Significant events between 1 January 2025 and the date of this financial report

JANUARY 2025 ORLEN Group Strategy to 2035 with new dividend policy

ORLEN has unveiled the ORLEN Group Strategy to 2035, titled 'The Energy of Tomorrow Starts Today'. Successful execution of the strategy would position the ORLEN Group as an integrated, diversified organisation that is resilient to economic cycles (https://www.orlen.pl/pl/ofirmie/strategia).

Purchase of Company shares by members of the ORLEN Management Board

ORLEN reported the following:

  • On 9 January 2025, the Company received a notification of the purchase of ORLEN shares by Ms Magdalena Bartoś, Vice-President of the Management Board;
  • On 10 January 2025, the Company received a notification of the purchase of ORLEN shares by Mr Marcin Wasilewski, Member of the Management Board;
  • On 10 January 2025, the Company received a notification of the purchase of ORLEN shares by Mr Marek Balawajder, Member of the Management Board.

Action seeking declaration of invalidity (or, in the alternative, annulment) of an EGM resolution

ORLEN was notified by the District Court in Łódź, 10th Commercial Division, that a shareholder has filed a claim requesting (i) a declaration that Resolution No. 5, adopted by the Extraordinary General Meeting of ORLEN on 2 December 2024, is invalid and, in the alternative, (ii) its annulment. The resolution concerns potential claims for damages against former members of the Management Board arising from the performance of their duties. In the Company's view, the claim is unfounded.

Issue of Series C bonds under the Global Medium-Term Note (GMTN) programme

The Company issued Series C notes with an aggregate nominal value of USD 1.25 billion under its medium-term note (MTN) programme, established on 13 May 2021 and updated on 20 January 2025. The proceeds will be used for general corporate purposes, including capital projects set out in the ORLEN 2035 Strategy. The issue comprised 6,250 unsecured notes carrying a fixed coupon of 6% per annum and maturing on 30 January 2035. Each note has a nominal value of USD 200,000 and was issued at 98.555% of par, resulting in gross proceeds of USD 1,231,937,500.

Investor demand exceeded USD 4 billion, representing an oversubscription of approximately 3.3 times. ORLEN allocated the bonds to 148 investors across 28 countries.

The bonds were admitted to trading on the regulated market operated by Euronext Dublin on 30 January 2025.

On 16 May 2025, ORLEN reported estimated issuance costs of approximately PLN 13,208 thousand, comprising:

  • PLN 9,112 thousand for arranging and conducting the offering, and
  • PLN 4,096 thousand for prospectus preparation and related advisory fees.

These costs have been recognised as prepaid expenses and will be amortised to profit or loss over the life of the bonds. For tax purposes, the transaction costs are deductible in the period in which they are recognised for accounting purposes.

FEBRUARY 2025 Norges Bank removes ORLEN from its observation list

Norges Bank removed ORLEN from the observation list to which the Company was assigned in February 2023 following its purchase of Polska Press. At the time, the bank considered that the acquisition posed an unacceptable risk of ORLEN being involved in breaches of human rights and of press freedom in Poland. In December 2024, the bank's Ethics Committee recommended that ORLEN be delisted, noting that the new Management Board – appointed at the beginning of 2024 – had introduced measures that eliminate the identified risks. ORLEN has stated its intention to sell Polska Press; the publisher's management has been separated from editorial decision-making, and new editors-in-chief of the regional newspapers have been recruited through open processes. In the bank's view, these steps will strengthen editorial independence.

MARCH 2025 Fitch affirms ORLEN at 'BBB+'; stable outlook

On 3 March 2025, Fitch Ratings affirmed the Company's long-term foreign-currency issuer rating at 'BBB+' with stable outlook.

The agency cited ORLEN's strong credit profile, underpinned by the Group's large scale and broad business diversification, including the utility activities that generate more predictable cash flows than the oil-and-gas upstream and refining segments.

Fitch also pointed to the strategic targets announced by the Company – most notably the commitment to keep the net-debt-to-EBITDA ratio at or below 2.0 (excluding project-finance and non-recourse debt) and to pursue a progressive dividend policy, balanced by flexibility to increase M&A capital expenditure.

Dismissal of lawsuits seeking to declare invalid ORLEN AGM resolutions

ORLEN reports that on 7 March 2025 the District Court in Łódź, 10th Commercial Division,

dismissed in full a shareholder's claims seeking a declaration of invalidity – or, in the alternative,
annulment – of resolutions adopted by the Ordinary General Meeting on 25 June 2024, namely:
• Resolution No. 18, granting discharge for 2023 to Management Board member Mr Piotr Sabat;
and
• Resolution No. 19, granting discharge for 2023 to Management Board member Mr Krzysztof
Nowicki.
APRIL 2025 Dismissal of lawsuit seeking to declare invalid ORLEN AGM resolution
ORLEN reported the following:
• On 15 April 2025, the District Court in Łódź, 10th Commercial Division, dismissed in its entirety
a shareholder lawsuit seeking to declare invalid or annul Resolution No. 16 adopted by the
Annual General Meeting on 25 June 2024 concerning the discharge of Management Board
member Mr Jan Szewczak for the performance of his duties in 2023.
• On 16 April 2025, the District Court in Łódź, 10th Commercial Division, dismissed in its entirety
a shareholder lawsuit seeking to declare invalid or annul Resolution No. 17 adopted by the
Annual General Meeting on 25 June 2024 concerning the discharge of Management Board
member Mr Józef Węgrecki for the performance of his duties in 2023.
First shareholder notice of the intended merger of ORLEN with ORLEN Olefiny Sp. z o.o.
Acting pursuant to Article 504.1 of the Polish Commercial Companies Code, the ORLEN
Management Board notified shareholders of its intention to merge ORLEN (as the acquiring
company) with ORLEN Olefiny Sp. z o.o., a wholly-owned special-purpose vehicle established in
2021 to finance and execute the Olefin III project.
The merger will be effected by transferring all assets and liabilities of ORLEN Olefiny to ORLEN,
without increasing ORLEN's share capital and without amending its Articles of Association (the
'Merger').
On 22 April 2025, ORLEN and ORLEN Olefiny executed a written Merger Plan, which has been
published on the Company's website https://www.orlen.pl/pl/relacje-inwestorskie/orlen-olefiny
(the 'Merger Plan').
Completion of the Merger is conditional upon approval by the general meetings of each
company.
MAY 2025 First shareholder notice of the intended carve-out of domestic upstream and storage
assets
On 14 May 2025, the ORLEN Management Board, acting pursuant to Article 535.3 of the Polish
Commercial Companies Code, notified shareholders of a planned demerger under which a
portion of ORLEN's assets will be transferred to ORLEN Upstream Polska Sp. z o.o. ('OUP') in
exchange for new shares to be issued to ORLEN (demerger by separation).
The transaction will carve out into OUP an organised part of the enterprise comprising the
Group's Polish exploration, production and gas-storage operations.
On the same date ORLEN and OUP executed a written demerger plan, which pursuant to Article
535.3
of
the
Polish
Commercial
Companies
Code
has
been
published
at
https://orlen.pl/pl/relacje-inwestorskie/wyodrebnienie-aktywow-upstream.
Completion of the demerger is conditional upon approval by the general meetings of each
company.
Dismissal of lawsuit seeking to declare invalid AGM resolutions
ORLEN announced that on 15 May 2025, the District Court in Łódź, 10th Commercial Division,
dismissed in their entirety shareholder lawsuits seeking to declare invalid or annul the following
resolutions adopted by the Annual General Meeting on 25 June 2024:
• Resolution No. 15 concerning the discharge of Management Board member Mr Michał Róg for
the performance of his duties in 2023;
• Resolution No. 20 concerning the discharge of Management Board member Ms Iwona
Waksmundzka-Olejniczak for the performance of her duties in 2023.
The judgments are not final.
JUNE 2025 Dismissal of lawsuits seeking to annul or declare invalid PGNiG EGM resolution
ORLEN reported that the District Court in Łódź, 10th Commercial Division, dismissed both the
principal claim and the alternative claim seeking to annul, declare invalid or establish the non
existence of Resolution No. 3/2022 of the PGNiG Extraordinary General Meeting of 10 October
2022 concerning the Company's merger with PGNiG S.A. and approval of the proposed
amendments to ORLEN's Articles of Association. The judgment is not final.
Furthermore, the District Court in Warsaw, 20th Commercial Division, dismissed a lawsuit
seeking to declare invalid or annul the Resolution. The judgment is final.
Purchase of Company shares by members of the ORLEN Management Board
ORLEN reported the following:

• On 13 June 2025, the Company received a notification of the purchase of ORLEN shares by

Ms Magdalena Bartoś, Vice-President of the Management Board; and by Mr Marcin Wasilewski, Member of the Management Board;

• On 17 June 2025, the Company received a notification of the purchase of ORLEN shares by Mr Ireneusz Fąfara, President of the Management Board;

Dismissal of lawsuit seeking to declare invalid ORLEN AGM resolution

ORLEN reported that on 13 June 2025, the District Court in Łódź, 10th Commercial Division, dismissed in its entirety a shareholder lawsuit seeking to declare invalid or annul Resolution No. 11 adopted by the Annual General Meeting on 25 June 2024 concerning the discharge of Mr Daniel Obajtek, President of the Management Board, for the performance of his duties in 2023. The judgment is not final.

Non-repayable funding for ORLEN Group hydrogen projects under the National Recovery and Resilience Plan

The ORLEN Group received PLN 1.7 billion in non-repayable funding from the National Recovery and Resiliene Plan (KPO) under two programmes: Green H2 and Hydrogen Eagle. The grant support will be used to produce renewable hydrogen through electrolysis powered by renewable energy sources and low-emission hydrogen produced from municipal waste.

Hydrogen Eagle is the ORLEN Group's investment programme to develop diversified sources of renewable and low-emission hydrogen. Hydrogen will be produced from both renewable energy sources and municipal waste using waste-to-hydrogen technology. Hydrogen Eagle will not only strengthen European hydrogen infrastructure but also contribute to reducing carbon dioxide emissions and advancing renewable energy development.

Green H2 is the LOTOS Green H2 project, a special purpose vehicle within the ORLEN Group, aimed at producing renewable hydrogen for use in refining processes for fuel production in Gdańsk. The programme includes installation of a 100 MW electrolyser connected to an energy storage facility.

The grants for the Group's projects were awarded under the third tranche of programme B2.1.1 'Investments in hydrogen technologies, hydrogen production, storage and transport'. The competition is administered by Bank Gospodarstwa Krajowego, with funding from the National Recovery and Resilience Plan, which aims to rebuild the economy's development potential and support its competitiveness.

Issue of Series D bonds under the Global Medium-Term Note (GMTN) programme

ORLEN issued Series C notes with an aggregate nominal value of EUR 600 billion under its medium-term note (MTN) programme, established on 13 May 2021 and updated on 20 January 2025. The proceeds will be allocated to projects in three categories: renewable energy, energy efficiency and clean transport. The issue comprised 6,000 unsecured bonds carrying a fixed coupon of 3.625% per annum and maturing on 2 January 2032. Each bond has a nominal value of EUR 100,000 and was issued at 99.261% of par, resulting in gross proceeds of EUR 595,566,000.

The bonds were admitted to trading on the regulated market operated by Euronext Dublin on 2 July 2025.

The subscription opened and closed on 25 June 2025. The offering was structured as a single tranche. Allocation took place on 25 June 2025, with settlement on 2 July 2025.

The transaction attracted 139 investors during bookbuilding, with the final order book reaching EUR 1.49 billion – approximately 2.5x oversubscribed. ORLEN allocated the bonds to 117 investors across 27 countries.

Pending finalisation of transaction costs, the Company will issue a current report detailing all issuance expenses by category once invoices from transaction parties have been received and approved, within regulatory reporting deadlines.

Bond issuance costs will be recognised as operating expenses.

JULY 2025 Partial award in arbitration proceedings

ORLEN reported that on 2 July 2025 it received notification of a partial award ('Partial Award') issued on 1 July 2025 by the ad hoc Arbitral Tribunal in Stockholm in arbitration proceedings initiated on 14 January 2022 by PAO Gazprom and OOO Gazprom export (collectively 'Gazprom'), concerning, inter alia, revision of the contract price for gas supplied to PGNiG S.A. (currently ORLEN) from November 2017 under the natural gas purchase and sale contract for the Republic of Poland dated 25 September 1996 ('Yamal Contract').

  • Under the Partial Award, the Tribunal:
  • dismissed ORLEN's claim for a reduction in the contract price from November 2017 or January 2018;
  • dismissed Gazprom's claim for an increase in the contract price from November 2017;
  • established a new, higher contract price effective 1 January 2018; and
  • dismissed all of Gazprom's further claims for an increase in the contract price as at 1 January 2018.

The Partial Award addresses one stage of the multi-faceted arbitration proceedings. Subsequent phases of the arbitration will determine, inter alia:

  • the parties' claims for revision of the Yamal Contract pricing terms based on renegotiation requests submitted in 2020 and 2021; and
  • the parties' claims arising from the dispute over the causes and consequences of Gazprom's suspension of supplies under the Yamal Contract in April 2022.

The Partial Award modifies the Yamal Contract pricing terms for the period from January 2018 to the earliest potential date of the next price revision under the 2020/2021 renegotiation requests referenced above.

The Tribunal has not prescribed how the parties should settle amounts arising from the retroactive price adjustment, nor awarded any specific sums, leaving the parties to agree settlement terms initially between themselves. Should the parties dispute this matter, it will be resolved at a subsequent stage of the arbitration proceedings.

The Company's preliminary estimates suggest a retroactive payment obligation of approximately USD 291 million under the Partial Award, covering January 2018 through the earliest potential repricing date from the 2020/21 renegotiation requests. For context, had the Tribunal accepted Gazprom's original claims, ORLEN would have faced a payment obligation of approximately USD 1.7 billion. Additional information in notes A.5.16 and B.5.14.

Dismissal of lawsuit seeking to declare invalid ORLEN AGM resolution

ORLEN reported that on 24 July 2025, the District Court in Łódź, 10th Commercial Division, dismissed in its entirety a shareholder lawsuit seeking to declare invalid or annul Resolution No. 11 adopted by the Annual General Meeting on 25 June 2024 concerning the discharge of Mr Rober Perkowski, Management Board member, for the performance of his duties in 2023.

Reversal of ruling rejecting appeal concerning the non-existence of PGNiG S.A. EGM resolution

ORLEN reported that the Court of Appeal in Łódź, 1st Civil Division, reversed its earlier ruling rejecting the appeal against the judgment in proceedings to establish the non-existence of Resolution No. 3/2022 of the PGNiG Extraordinary General Meeting of 10 October 2022 concerning the Company's merger with PGNiG S.A. and approval of the proposed amendments to ORLEN's Articles of Association.

Dismissal of lawsuit seeking to declare invalid ORLEN AGM resolution

ORLEN reported that on 31 July 2025, the District Court in Łódź, 10th Commercial Division, dismissed in its entirety a shareholder lawsuit seeking to declare invalid or annul Resolution No. 12 adopted by the Annual General Meeting on 25 June 2024 concerning the discharge of Management Board member Mr Józef Węgrecki for the performance of his duties in 2023. The judgment is not final.

1.3. Material risk factors affecting current and future financial results

The ORLEN Group maintains comprehensive risk monitoring and mitigation frameworks to protect its financial position.

The Group operates under a unified market risk management policy, with oversight from the Financial Risk Committee, the Management Board and the Supervisory Board.

Primary financial risk exposures include:

– market risk (commodities, foreign exchange, interest rates), and

– liquidity and credit risk.

For detailed analysis, see Note 15.5 of the 2024 Consolidated Financial Statements and Section 4.8 of the 2024 Directors' Report.

1.4. Hedge accounting

The ORLEN Group's hedging strategies primarily cover cash flows from: product sales; crude oil and natural gas purchases; CO₂ emission allowance purchases; and operational inventory fluctuations.

Net carrying amount of financial instruments designated cash flow hedges

30/06/2025
(unaudited)
31/12/2024
(restated
data)
Type of instrument / type of risk Cash flow hedging strategies for exposure to:
currency forwards / foreign
exchange risk
currency swaps / foreign exchange
risk
operating activities relating to
product sales and purchases of crude oil and natural gas
1,985 1,700
commodity swaps / commodity risk volatility in refining margins,
price fluctuations for feedstock or products held as excess
operational inventory,
timing mismatches in crude oil procurement,
natural gas pricing exposure from gas purchase and sale
contracts
545 (204)
commodity futures / commodity risk hedging price risk on CO2 emission allowances (54) 357
2,476 1,853
Net carrying amount of financial instruments designated as fair value hedges
30/06/2025
(unaudited)
31/12/2024
Type of instrument / type of risk Cash flow hedging strategies for exposure to:
commodity swaps / commodity risk offers with fixed pricing terms (20) (6)
(20) (6)

2. Future development of the ORLEN Group

The ORLEN Group is pursuing a long-term strategy that responds to global decarbonisation trends and increasingly stringent regulatory requirements. One of our most significant challenges remains managing a responsible energy transition, which involves gradually moving away from fossil fuels while ensuring the continued stability of energy supply. Central and Eastern Europe is experiencing dynamic growth, yet sustaining this momentum will require a careful balance between the robust demand for traditional energy sources and the accelerating shift towards decarbonisation.

The strategy focuses on integrating ORLEN Group's existing business segments and building an organisation that, over the next decade, will become more resilient to fluctuations in its business environment. The new segmentation model, introduced in 2025, reflects the actual flow of products and services, and value creation processes within the organisation. By pursuing further integration, the Group will be better positioned to effectively manage the entire value chain, from feedstock and production to the delivery of finished products to customers. Increased transparency of our operations will also enable more precise identification of areas for optimisation in response to evolving market requirements. This will drive down operating expenses, improve service quality, and enhance the overall competitiveness of the ORLEN Group. Therefore, integration of the business segments will not only strengthen the Group's market position, but will also enhance its flexibility and the capacity to respond swiftly to market dynamics and emerging challenges.

The strategy is anchored in a pragmatic transformation that addresses key regulatory and business challenges and opportunities, while also being tailored to the specific needs and characteristics of the region. One of the objectives of the transformation is to increase gas production and imports, which is expected to improve energy security. In parallel, the Group intends to strengthen its presence in the energy sector through investments in renewable energy sources, CCGT projects, and the modernisation of its refining and petrochemical assets.

Energy is expected to become the Group's fastest-growing segment, featuring a significant share of regulated businesses and a complementary mix of renewable energy assets and CCGT plants. Growth of the Energy segment will also support the decarbonisation of our refining and petrochemical operations.

One result of this operational integration will be the Consumers & Products segment, through which end-users will benefit from lower-carbon energy sources, fuels, and services. The overarching goal of our strategy is to build a more sustainable organisation that can adapt to shifting market conditions.

The new Group strategy will deliver an integrated, digital organisation with complementary business lines forming a cohesive ecosystem aligned with customer expectations for products and services. The transformation of traditional operations will fuel the ORLEN Group's expansion into new growth areas, establishing a diversified business model, more resilient to market changes.

ORLEN's commitment to be pursued across this ecosystem is to reduce CO₂ emissions through a number of

measures, such as developing expertise in sustainable raw materials, hydrogen, biofuels, and small-scale nuclear generation (SMRs). Investments in projects within the innovative and sustainable product portfolio pillar will not only expand the Group's low- and zero-carbon energy capacity, but will also supply sustainable raw materials for next-generation products and open up new business areas that complement ORLEN's traditional operations.

The Upstream & Supply segment – beyond its current extraction and trading activities – will develop sustainable feedstock capabilities including: vegetable oils, animal fats and used cooking oils (biofuel feedstock); bio-LNG for transport sector applications; bio-naphtha, bio-propane and bio-glycol from chemical recycling (petrochemical feedstock); biomethane and biomass for Energy operations, to support the Group's circular economy transition.

The Downstream segment, which currently comprises refining and petrochemical assets processing fossil feedstocks into petroleum products, chemicals and derivatives, will pivot towards enhanced biofuel and synthetic fuel production, driving CO₂ emission reductions and advancing sustainable energy objectives.

The Energy segment, encompassing distribution networks, generation assets (including renewables and CCGT) and district heating infrastructure, will expand renewable capacity and storage systems to enhance operational flexibility and energy independence.

Consumers & Products will serve end customers with a comprehensive offering spanning fuels, non-fuel retail, energy products and related services.

Together, these segments form an integrated ecosystem designed to drive operational efficiency, support sustainable growth of the ORLEN Group, and accelerate innovation in the energy and raw materials sectors.

The Group's 2025-2035 capital allocation framework comprises:

  • regulated infrastructure (electricity and gas distribution networks): over PLN 60 billion;
  • asset maintenance: PLN 77-88 billion;
  • growth capex: PLN 132-143 billion;
  • potential strategic investments (M&A and partnerships): up to PLN 85 billion.

In the ORLEN 2035 strategy, emissions reduction is a cross-cutting objective spanning the entire ORLEN ecosystem. Two decarbonisation targets have been revised relative the previous strategy, with their implementation timelines extended to 2035.

Change of ORLEN Group's decarbonisation targets

WE HAVE REVISED TWO DECARBONISATION TARGETS,
EXTENDING THEIR IMPLEMENTATION TIMELINE TO 2035
TARGET FOR 2030 > TARGET FOR 2035 > AMBITION FOR 2050
Absolute emissions1 [Scopes 1+2] -13% -25%
Emission intensity2 [Scope 1] -40% -55% Net Zero
for Scope 1, Scope 2
Net carbon intensity (NCI)3 [Scopes 1+2+3] Category 11)
(4
-10% -15% and Scope 3 emissions,
in accordance with
the Paris Agreement5

ORLEN Group Sustainable Development Strategy for 2025–2035

The ORLEN Group Sustainable Development Strategy for 2025–2035 outlines a roadmap for growth and action over the next decade. It is designed to advance the Group's business agenda, accelerate progress toward net zero by 2050, and create long-term value for all stakeholders.

Sustainability governance focuses on developing measures to facilitate integration of ESG principles into our

management systems, ethical standards and corporate values, as well as robust and transparent reporting practices. Sustainability and the climate change management are embedded in the Group's governance framework and guide ORLEN's future direction. One of the ways this is put into practice is by linking the remuneration policy at Management Board and executive levels to sustainability targets. For our Sustainability Statement, see Section 6 of this Report.

3. Other information

3.1. Composition of the Management Board and the Supervisory Board

As at the date of this interim consolidated report, ORLEN's management and supervisory bodies comprise the following members:

Management Board

Ireneusz Fąfara – President of the Management Board, Chief Executive Officer
Marek Balawejder – Member of the Management Board, Retail
Magdalena Bartoś – Vice President of the Management Board, Finance
Witold Literacki – Vice President of the Management Board, Corporate Affairs, and First
Deputy President of the Management Board
Artur Osuchowski
Wiesław Prugar
– Member of the Management Board, Energy & Energy Transition
– Member of the Management Board, Upstream
Ireneusz Sitarski – Vice President of the Management Board, Wholesale and Logistics
Robert Soszyński – Vice President of the Management Board, Chief Operating Officer
Marcin Wasilewski – Member of the Management Board, Technology
Supervisory Board
Wojciech Popiołek – Chairman of the Supervisory Board, Independent Member of the
Supervisory Board
Michał Gajdus – Deputy Chairman of the Supervisory Board, Independent Member of the
Supervisory Board
Katarzyna Łobos – Secretary of the Supervisory Board, Independent Member of the
Supervisory Board
Ewa Gąsiorek – Independent Member of the Supervisory Board
Kazimierz Mordaszewski – Member of the Supervisory Board
Mikołaj Pietrzak – Independent Member of the Supervisory Board
Marian Sewerski – Independent Member of the Supervisory Board
Ewa Sowińska – Independent Member of the Supervisory Board
Piotr Wielowieyski – Independent Member of the Supervisory Board
Tomasz Zieliński – Member of the Supervisory Board

3.2. Shareholders holding directly or indirectly through subsidiaries at least 5% of the total voting rights at the Parent's General Meeting as of the date of this report

% of total voting rights at the date of Number of shares
at the date of
Shareholder this
quarterly
report*
change
p.p.
the previous
quarterly
report**
this
quarterly
report*
change the previous
quarterly
report**
State Treasury* 49.90% 0.00% 49.90% 579,310,079 - 579,310,079
Nationale-Nederlanden
OFE*
5.45% -0.27% 5.72% 63,261,000 (3,190,874) 66,451,874
Other 44.65% 0.27% 44.38% 518,370,970 3,190,874 515,180,096
100.00% - 100.00% 1,160,942,049 - 1,160,942,049

* Based on information from the Annual General Meeting held on 2 June 2025.

** In accordance with the Shareholders' notification regarding execution of the agreement dated 2 December 2024

3.3. Changes in holdings of ORLEN shares by members of the Management Board and the Supervisory Board

Changes in holdings of ORLEN shares by members of the Management Board

Number of shares and
options as at the date of
issue of the previous
quarterly report*
Acquisition/Dispo
sal
Number of shares and
options at the date of
issue of this quarterly
report**
Management Board 5,972 5,178 11,150
Marek Balawejder 1,900 - 1,900
Magdalena Bartoś 2,040 2,060 4,100
Ireneusz Fąfara - 1,168 1,168
Marcin Wasilewski 2,032 1,950 3,982

* Based on confirmations received as at 15 May 2025.

** Based on confirmations received as at 13 August 2025.

At the date of these interim condensed consolidated financial statements, members of the Supervisory Board did not hold any ORLEN shares.

In the period covered by these interim condensed consolidated financial statements, there were no changes in the holdings of ORLEN shares by members of the Supervisory Board.

3.4. Position of the Management Board on the feasibility of published financial forecasts for the year

The ORLEN Group has not previously published any profit forecasts for the year.

D. STATEMENTS OF THE MANAGEMENT BOARD

Statement regarding the fair presentation of the interim condensed consolidated and separate financial statements

The Management Board of ORLEN S.A. confirms that, to the best of its knowledge, these interim condensed consolidated and separate financial statements and comparative data have been prepared in accordance with applicable accounting policies and give a true and fair view of the financial position, assets, liabilities and financial performance of both the ORLEN Group and the Company.

Statement regarding the interim Directors' Report on the operations of the ORLEN group and ORLEN S.A.

The Management Board of ORLEN S.A. represents that the interim Directors' Report on the operations of the ORLEN Group and of the Company presents a true view of the development, performance, and position of the ORLEN Group and of the Company, including a description of the key threats and risks.

This interim report was authorised for issue by the Management Board of the Parent on 20 August 2025.

signed digitally on the Polish original

………………………..………….. Ireneusz Fąfara President of the Management Board

signed digitally on the Polish original

………………………..………….. Marek Balawejder Member of the Management Board

signed digitally on the Polish original ………………………..………….. Witold Literacki Vice President of the Management Board

signed digitally on the Polish original

………………………..………….. Wiesław Prugar Member of the Management Board signed digitally on the Polish original

signed digitally on the Polish original ………………………..………….. Magdalena Bartoś Vice President of the Management Board

………………………..………….. Artur Osuchowski Member of the Management Board

signed digitally on the Polish original

………………………..………….. Ireneusz Sitarski Vice President of the Management Board

signed digitally on the Polish original

………………………..…………..

Robert Soszyński Vice President of the Management Board signed digitally on the Polish original

………………………..…………..

Marcin Wasilewski Member of the Management Board

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