Conditional registration of PKN ORLEN series F shares in Central Securities Depository of Poland, exchange of PGNiG shares into PKN ORLEN shares and withdrawal of PGNiG shares from securities depository

PKN ORLEN S.A. (“PKN ORLEN”, „Company”) informs that on 4 November 2022 Central Securities Depository of Poland (“KDPW”) has made a conditional registration of 534 494 124 ordinary series F shares with a nominal value of PLN 1,25 each issued in connection with the merger between the Company and PGNiG S.A (“Series F shares”) under the condition that: (i) the Series F shares will be introduced to trading on the regulated market where other Company’s shares with ISIN code PLPKN0000018 were introduced to trading and (ii) submission by the National Support Centre for Agriculture (KOWR) the representation of will concerning its exercise of the right to acquire the above mentioned shares in accordance with the Act on the Structuring of the Agrarian System dated 11.04.2003 (unified text Journal of Laws 2022 No. 461) or until the lapse of the time during which such right could be exercised.

The registration of the Series F shares will take place within 3 days from receiving by KDPW the decision that the shares will be introduced to trading on the regulated market, however not sooner than on the date indicated in that decision as the day of introduction of that shares to trading on that regulated market and not sooner than after receiving by KDPW of KOWR representation of will concerning its exercise of the right to acquire the above mentioned shares or until the lapse of the time during which such right could be exercised.

Moreover KDPW decided about:

1) exchange of PGNiG S.A. shares into PKN ORLEN shares, in accordance with the following conditions:

(i) reference date, referred to in § 228 of the Detailed Rules of the KDPW – 4 November 2022,

(ii) share swap ratio 1:0,0925,

2) in connection with the exchange of shares, mentioned above, withdraw from securities depository 5 778 314 857 of ordinary bearer shares of PGNiG S.A., with ISIN code: PLPGNIG00014.

Information on the registration of Series F shares will be provided in the form of KDPW operating announcement.

See also: regulatory announcement no 44/2020 as of 14 July 2020, no 45/2020 as of 14 July 2020, no 46/2020 as of 23 July 2020, no 20/2021 as of 10 May 2021, no 21/2021 as of 12 May 2021, no 22/2021 as of 12 May 2021, no 11/2022  as of 16 March 2022, no 37/2022 as of 29 July 2022, no 46/2022 as of 12 August 2022, no 51/2022 as of 25 August 2022, no 52/2022 as of 25 August 2022, no 53/2022 as of 26 August 2022, no 56/2022 as of 12 September 2022, 59/2022 as of 27 September 2022, 60/2022 as of 27 September 2022, 64/2022 as of 30 September 2022, 65/2022 as of 30 September 2022 and   72/2022 as of 2 November 2022.