Responses to shareholder questions regarding item on the agenda of the Extraordinary General Meeting of ORLEN S.A. convened for 2 December 2024

ORLEN S.A. (“ORLEN”, „Company”) provides the following responses to the request submitted by the shareholder, the State Treasury, pursuant to Article 428 § 6 of the Commercial Companies Code, regarding item 9 of the agenda of the Extraordinary General Meeting of ORLEN S.A. convened for 2 December  2024, namely: 

„9) Consideration of and voting on a resolution to consent to the disposal by the Company of a network of self-service parcel terminals, comprising an organised part of the Company's business, through its contribution to a subsidiary of the Company in payment for shares in the subsidiary's increased share capital. “

Below are the questions submitted by the shareholder and the responses provided by the Company.

1. What are the operational and financial benefits of separating the activity related to managing the parcel locker network (“the Project”) into a separate company? 

2. What analytical approach was applied to assess the profitability of the Project? 

3. Will all components of the Company's enterprise (fixed assets, processes, contracts, permits, intellectual property rights, etc.) be transferred to the newly established company, or will some of them continue to be handled by ORLEN S.A.? Will the new company own the entire infrastructure related to the Project, or will it act solely as the operator of the parcel lockers? 

4. Will the liabilities associated with the Organized Part of the Enterprise also be transferred to the new company? 

5. Does the Company plan further development of the parcel locker network, expansion of the offering with additional services, and implementation of new technical solutions?

6. What is the intended, ultimate effect of the restructuring within the ORLEN Capital Group, as mentioned by the Company in the justification, with regard to the activity related to managing parcel lockers?

 

The Company intends to change the organizational structure of the activity related to managing the parcel locker network („APM”), which is currently conducted within the Company as part of the Parcel Locker Network Department („APM Activity”). The APM Activity consists of a set of tangible and intangible components, based on which the following functions related to the APM network are carried out: (i) management, (ii) development and maintenance, (iii) accounting, contract management, and pro-sales activities, and (iv) development and maintenance of IT systems. The degree of functional, organizational, and financial separation of the APM Activity qualifies it as an organized part of the enterprise („ZCP”). It represents a set of components capable of functioning as an independent entity conducting standalone business operations. The planned reorganization involves contributing the ZCP as a non-cash contribution to cover shares in the increased share capital of a subsidiary („Acquiring Company”), of which ORLEN S.A. will be the sole shareholder.

The transferred APM Activity will include, among other things, fixed assets related to the network operations (including over 6000 parcel lockers, industrial monitoring systems, office equipment, computers, and passenger vehicles), receivables and liabilities, as well as contracts related to the purchase, transportation, installation, servicing, leasing, and maintenance of parcel lockers, land leases, utility purchases, employment agreements, and consultancy service agreements. Additionally, the planned reorganization will encompass a designated organizational structure, human resources, and a managerial position responsible for overseeing the APM Activity. It is assumed that the Acquiring Company will remain connected to ORLEN S.A. through selected service agreements (e.g., IT services, administrative services) and a licensing agreement allowing the use of the ORLEN brand.

The transfer of the APM Activity within the ORLEN Capital Group does not, in itself, significantly impact the economics of the project, namely the development of the parcel locker network. However, by separating this business line, ORLEN will make it an independent entity, broadening the range of possibilities for its further development and financing methods. Investment decisions for subsequent phases of network expansion are based on the results of economic analyses and widely applied principles for evaluating investment projects.

The Company is considering continuing the development of the parcel locker network, expanding its offering with additional services, including collaboration with startups to implement technical innovations as part of the ORLEN Skylight accelerator program.

It should be emphasized that, in the Company's opinion, contributing the parcel locker network  to the Acquiring Company will enable greater utilization of the opportunities presented by trends related to the development of the e-commerce market and customer needs. Continuing the APM Activity in the form of a separate entity will also facilitate attracting external investor(s) for this project.

See also regulatory announcements: no. 52/2024 and no. 53/2024 dated 30 October  2024, as well as no. 58/2024 dated 12 November  2024.