PKN Orlen S.A. — M&A Activity 2026

Apr 1, 2026

Report Content Orlen acquires Grupa Azoty PolyolefinsRegulatory announcement no12/2026 dated 1 April 2026ORLEN S.A. ("ORLEN", "Company")announces that on 31 March 2026 it concluded a preliminary agreement toacquire all shares of Grupa Azoty Polyolefins S.A. ("GAP"),("Transaction"). ORLEN currently holds 17,3% shares of GAP.TheTransaction involves acquisition of all GAP shares followed by ORLENproviding financing necessary for the completion of restructuring ofGAP, with a total value of PLN 1,35 bn.Completion of theTransaction is planned for the third quarter of 2026, after:- GAPcompletes Proceedings to Conclude a Partial Arrangement ("POZU") andother out-of-court agreements leading to the repayment of allliabilities and claims in accordance with the reduction resulting fromthese proceedings and the final settlement of the EPC contract;- Allrequired administrative approvals are obtained.In addition, theterms of the Transaction provide for earn out payments to key creditorsparticipating in the restructuring of GAP, payable after ORLEN hasrecovered the funds invested in GAP, calculated over a maximum period of12 years.The Transaction reflects ORLEN's 2035 Strategyregarding selective investments in the polymer and petrochemical valuechain.On 26 March 2026, the Management Board and the SupervisoryBoard of the Company granted their approvals for the execution of theTransaction. Both decisions were considered as an inside information,the publication of which the Company delayed until the fulldocumentation related to the Transaction was signed, in accordance withArticle 17(4) of Regulation (EU) No. 596/2014 of the European Parliamentand of the Council.