PKN Orlen S.A. — M&A Activity 2026

Mar 12, 2026

Report Content Updated non-binding offer to buy all shares of Grupa Azoty PolyolefinsRegulatoryannouncement no 8/2026 dated 12 March 2026ORLEN S.A. ("ORLEN","the Company") announces that on 12 March 2026, it submitted an updatednon-binding offer ("the Offer") to the remaining shareholders of GrupaAzoty Polyolefins S.A. ("GAP") and to the GAP financing institutions,for the purchase of all GAP shares. ORLEN currently holds 17,3% sharesof GAP.The Offer is for the acquisition of all GAP shares,including GAP property, free from any encumbrances, on a cash free, debtfree basis.The Offer is non-binding and includes conditionsprecedent among others:- GAP to conduct formal Proceedings toConclude an Arrangement ("POZU") and other out-of-court agreementsleading to the repayment of all liabilities and claims in accordancewith the reduction resulting from these proceedings and the finalsettlement of the EPC contract;- Agreement of the terms ofacquisition of GAP shares by ORLEN under a share sale agreement with allGAP shareholders;- Obtaining all corporate and administrativeapprovals required for the completion of the transaction.TheOffer submitted today by ORLEN is valid until 30 April 2026. Closing ofthe transaction is expected by 30 June 2026.The Offer refers toORLEN providing financing to GAP required to restructuring allliabilities, claims, and to purchase all GAP shares from the remainingshareholders. The total value of the Offer amounts to PLN 1,140 bn.Additionally, the Offer includes an earn-out clause on future positivecashflows of GAP, after ORLEN has recovered the funds invested, withinup to 12 years.The Company's Offer reflects ORLEN's 2035Strategy regarding selective investments in the polymer andpetrochemical value chain.