The first notification of shareholders of the intention to merge ORLEN with ORLEN Olefiny sp. z o. o.

The Management Board of ORLEN S.A. (“ORLEN”, ’’Company”) acting pursuant to Art. 504.1. of the Polish Code of Commercial Companies (“CCC”) notifies the shareholders of the intention to merge ORLEN with ORLEN Olefiny sp. z o. o. headquartered in Płock, KRS no. 0000906575 (“ORLEN Olefiny”). ORLEN Olefiny is a special purpose vehicle established in 2021 to raise financing and implement a project designated as Olefiny III Project, where ORLEN holds 100% of shares.

The merger between ORLEN and ORLEN Olefiny will be conducted on the base of Art. 492.1.1 in connection with Art. 516.6 of the CCC, i.e. through transfer of all assets and liabilities of ORLEN Olefiny (target company) to ORLEN (acquiring company), without the necessity to increase the Company's share capital or amend ORLEN's Articles of Association in connection with the merger (“Merger”).

On April 22, 2025, the Company and ORLEN Olefiny agreed in writing on the merger plan, which was published by the Company on its website: https://www.orlen.pl/en/investor-relations/orlen-olefiny (“Merger Plan”).

The Merger requires resolutions of general meetings of the merging companies. To adopt the Merger Resolution, the Company will convene the general meeting, for a date not earlier than June 2, 2025, of which the Company will notify in a separate regulatory announcement.

Pursuant to Art. 505.3.1 in connection with par.1 of the CCC following documents are publicly available for shareholders review:

1.     Merger Plan with attachments 1-5;

2.     Financial statements of the Company and the Company’s Management Board reports for 2022, 2023 and 2024, together with the auditor’s report;

3.     Financial statements of ORLEN Olefiny and ORLEN Olefiny Management Board reports for 2022, 2023 and 2024, together with the auditor’s report;

-        and will be continuously available (in electronic version, printable) on the ORLEN’s website under the following address: https://www.orlen.pl/en/investor-relations/orlen-olefiny by the day of closing of the Company’s general meeting and the shareholders meeting of ORLEN Olefiny concluding the Merger resolutions.

This notice has been prepared pursuant to Art. 504.1 of the Polish Code of Commercial Companies of 15 September 2000 (i.e. Journal of Laws of 2024, item 18, as amended).