Registration of merger between PKN ORLEN and Grupa LOTOS, increase in share capital and changes of PKN ORLEN Articles of Association connected with that merger

PKN ORLEN S.A. (“PKN ORLEN”, "Company") hereby informs that on the basis of the Central Information Office of the National Court Register data it has been informed today that on 1 August 2022 merger between PKN ORLEN and Grupa LOTOS S.A. („Grupa LOTOS”) (“Merger”), increase in share capital and changes to the Articles of Association of PKN ORLEN (“Articles of Association”), approved by the Company Extraordinary General Meeting on 21 July 2022, were registered in National Court Register by the District Court for Łódź Śródmieście in Łódź, XX Commercial Division of the National Court Register.

The Merger has been conducted pursuant to Article 492(1)(1) of the Polish Code of Commercial Companies by transferring all the rights and obligations (assets and liabilities) of Grupa LOTOS (company being acquired) to PKN ORLEN (acquiring company) with the relevant increase of PKN ORLEN’s share capital by issuing merger shares to be allocated by PKN ORLEN to Grupa LOTOS’ Shareholders.

In accordance with Article 493(2) of the Polish Code of Commercial Companies the Merger is effected on the day when the Merger has been recorded in the register of the National Court Register by the registry court of proper venue for the registered office of PKN ORLEN. As a result of the registration Grupa LOTOS shall be struck off the register.

As from 1 August 2022, the Company has assumed any and all rights and obligations of Grupa LOTOS in compliance with Article 494(1) of the Polish Code of Commercial Companies (universal succession). 

In connection with the Merger the share capital of PKN ORLEN has been increased from PLN 534,636,326.25 (five hundred and thirty four million six hundred and thirty six thousand three hundred and twenty six point twenty five zloty) to the amount of PLN 783,059,906.25 (seven hundred and eighty three million fifty nine thousand nine hundred and six point twenty five zlotys). After registration of the Company’s share capital increase the total amount of all issued shares amounts to 626,447,925 (six hundred and twenty six million four hundred and forty seven thousand nine hundred and twenty five) shares with the nominal value of PLN 1.25 (one point  twenty five zloty)  per one share. The total number of votes resulting from all shares issued by the Company amounts to 626,447,925 (six hundred and twenty six million four hundred and forty seven thousand nine hundred and twenty five).

The registered changes to the Company’s Articles of Association related to the Merger were adopted in the resolution no. 4 of the PKN ORLEN Extraordinary General Meeting as of 21 July 2022.

The court registered following changes to the Company’s Articles of Association:

1) Art. 3.1 shall be read as follows:

“Share capital amounts to PLN 783,059,906.25 (seven hundred eighty three million fifty nine thousand nine hundred and six point twenty five zlotys) and is divided into 626,447,925 (six hundred and twenty six million four hundred and forty seven thousand nine hundred and twenty five) shares with the nominal value of PLN 1.25 (one point  twenty five zloty) per share, of which:

a) 336,000,000 (three hundred and thirty six million) A bearer shares numbered from A-000000001 to A-336000000,

b) 6,971,496 (six million nine hundred and seventy one thousand four hundred and ninety six) B bearer shares numbered from B-0000001 to B6971496,

c) 77,205,641 (seventy seven million two hundred and five thousand six hundred and forty one) C bearer shares numbered  from C-00000001 do C-77205641,

d) 7,531,924 (seven million five hundred and thirty one thousand nine hundred and twenty four) D bearer shares numbered from D-0000001 to D-7531924,

e) 198,738,864 (one hundred and ninety eight million seven hundred and thirty eight thousand eight hundred and sixty four) E bearer shares numbered from E-0000001 do E-198738864”.

2) Art. 8.1 shall be read as follows:

“The Supervisory Board is composed of six to fifteen members, including the chairperson”.

3) Art. 9.1 shall be read as follows:

“The Management Board of the Company is composed of from five to eleven members, including the President, Vice-Presidents and other members of the Management Board”.

On the basis of the abovementioned changes the Extraordinary General Meeting in the resolution no. 6 dated 21 July 2022 established the unified text of the Articles of Association which is attached hereto regulatory announcement.

See also: regulatory announcement no 35/2022 dated 21 July 2022.