Registration of series E shares issued under the public offering in connection with merger between PKN ORLEN and Grupa Lotos and summary of issue of these shares

PKN ORLEN S.A. („Company”) informs that the Central Securities Depository of Poland published an announcement regarding registration in the securities depository, on 12 August 2022 and under the ISIN code PLPKN0000018, of 198.738.864 ordinary bearer series E shares (“Series E shares”) issued under the public offering in connection with merger between PKN ORLEN and Grupa Lotos Spółka Akcyjna, headquartered in Gdańsk (“Grupa LOTOS”) (“Merger”). Therefore, the condition of introduction of Series E shares to stock exchange trading on the Warsaw Stock Exchange Main Market on 12 August 2022 have been fulfilled.

Moreover, the Company provides information about Series E shares:

- Series E shares will be handed over to the Grupa LOTOS shareholders, in connection with the Merger, according to the number of Grupa LOTOS shares held as of the reference day i.e. 3 August 2022, based on the share swap ratio: 1.075 (PKN ORLEN shares) : 1 (Grupa LOTOS shares),

- Series E shares will be handed over to the Grupa LOTOS shareholders on 12 August 2022,

- the number of Series E shares, which will be handed over to the Grupa LOTOS shareholders, resulted from the share swap ratio as of the reference day, without taking into account the shares vested to the Grupa LOTOS shareholders which are subject to sanctions or these for which it cannot be established whether they are exempt from them amounts to 198.092.050,

- the number of Series E shares, which won’t be handed over to the Grupa LOTOS shareholders due to their being subject to sanctions or these for which it cannot be established whether they are exempt from them amounts to 639.594,

- the number of Series E shares which won’t be handed over due to use of the share swap ratio amounts to 7.220.

The Company indicates that Series E shares for Grupa LOTOS shareholders which are subject to sanctions imposed in connection with aggression of Russia on Ukraine and participation of Belarus in it, or these for which it cannot be established whether they are exempt from above mentioned sanctions were registered on the securities account kept for the Company and were blocked according to the instruction submitted by the Company. Series E shares, referred to in the preceding sentence, will be registered on the securities accounts kept for these shareholders, after establishing by entities keeping securities accounts, grounds for exemption from the above mentioned sanctions and delivering to the Company of statements of these entities stating these circumstances. In the matters set out above the shareholders should directly contact entities keeping their securities accounts.

Due to lack of final settlement of the costs of the issue as of the date of this report PKN ORLEN will prepare and publish a separate regulatory announcement regarding the final costs of the issue.

See also: regulatory announcement no 26/2018 as of 27 February 2018, no 106/2018 as of 30 November 2018, no 31/2019 as of 3 July 2019, no 34/2019 as of 26 August 2019, no 42/2020 as of 14 July 2020, no 43/2020 as of 14 July 2020, no 45/2021 as of 12 November 2021, no 1/2022 as of 12 January 2022, no 2/2022 as of 12 January 2022, no 23/2022 as of 2 June 2022, no 24/2022 as of 2 June 2022, no 26/2022 as of 20 June 2022, no 27/2022 as of 23 June 2022, no 28/2022 as of 23 June 2022, no 29/2022 as of 4 July 2022, 32/2022 as of 20 July 2022, 33/2022 as of 20 July 2022, 34/2022 as of 21 July 2022, 38/2022 as of 1 August 2022, 40/2022 as of 3 August 2022, 43/2022 as of 10 August 2022 and 44/2022 as of 10 August 2022.