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Second notification of the shareholders of Grupa LOTOS S.A. of the intended merger of Grupa LOTOS S.A. with PKN ORLEN S.A.
Report no. 19/2022 2022-07-04

In reference to the current reports No. 21/2020, 10/2021, 15/2021, 16/2021, 40/2021, 41/2021, 1/2022 and 10/2022, acting pursuant to Article 504 §1 of the act of 15 September 2000 – the Commercial Companies Code (the “CCC”), the management board of Grupa LOTOS S.A. (the “Company”) notifies of the intended merger of the Company with PKN ORLEN S.A. (“PKN ORLEN”) that will be conducted pursuant to Article 492 § 1(1) of the CCC by transfer of the estate of the Company (the target) to PKN ORLEN (the surviving entity) in exchange for the shares which will be allotted by PKN ORLEN to the Company shareholders (the “Merger”).

The transfer of the entire estate comprising all the assets and liabilities of the Company to PKN ORLEN will occur on the date of registration of the Merger in the Register of Business Entities of the National Court Register by the registry court that has jurisdiction over the registered seat of PKN ORLEN (the “Merger Date”). PKN ORLEN will acquire all the rights and obligations of the Company as of the Merger Date in accordance with Article 494 § 1 of the CCC (universal succession). Specifically, pursuant to Article 494 § 4 of the CCC, the shareholders of the Company will become the shareholders of PKN ORLEN as of the Merger Date.

On 2 June 2022, the Company and PKN ORLEN have agreed the merger plan in writing (the “Merger Plan”) which was published in the current report No. 10/2022.

The merger requires the adoption of a resolution of the general meeting of each of the merging companies. Based on the Merger Plan, the general meeting of the Company and the general meeting of PKN ORLEN have been presented with resolutions regarding the Merger that need to be adopted. Those resolutions will specifically include (a) the consent for the Merger Plan; and (b) the consent for the proposed amendments to the Articles of Association (statut) of PKN ORLEN in connection with the Merger (the “Merger Resolutions”).

The Extraordinary General Meeting of the Company with the agenda including the adoption of the Merger Resolutions has been convened for 20 July 2022, while the Extraordinary General Meeting of PKN ORLEN with the agenda including the adoption of the Merger Resolutions has been convened for 21 July 2022.

The Merger Plan and other documents that will be published by the Company in connection with the Merger, i.e.:

  1. The draft of the Merger Resolutions which will be presented for adoption by the general meeting of the shareholders of the Company.
  2. The draft of the Merger Resolutions which will be presented for adoption by the general meeting of the shareholders of PKN ORLEN;
  3. The draft of the amendments of the Articles of Association (statut) of PKN ORLEN;
  4. The document presenting the value of the estate (assets and liabilities) of the Company (made pursuant to Article 499 § 2(2) of the CCC);
  5. The document presenting the value of the estate (assets and liabilities) of PKN ORLEN  (made pursuant to Article 499 § 2(2) of the CCC);
  6. The financial statements of the Company and the reports on the activities of the management board of the Company for the financial years of 2019, 2020 and 2021, including the audit reports.
  7. The financial statements of PKN ORLEN and the reports on the activities of the management board of PKN ORLEN for the financial years of 2019, 2020 and 2021, including the audit reports.
  8. The report of the management board of the Company made for the purposes of the merger as referred to in Article 501 of the CCC.
  9. The report of the management board of PKN ORLEN made for the purposes of the merger as referred to in Article 501 of the CCC; and
  10. The expert opinion referred to in Article 503 § 1 of the CCC,

– will be available (in electronic form with the printout option) throughout the period until the completion of the general meeting adopting the Merger Resolutions on the Company’s investor relations website, in the Merger with PKN ORLEN tab at https://inwestor.lotos.pl/en/.

Moreover, on 20 June 2022, the Company was notified of the approval by the European Commission (the “EC”) of the buyers of divestment assets proposed by PKN ORLEN, such assets to be divested pursuant to the merger remedies defined in the EC’s decision of 14 July 2020 granting conditional clearance to the concentration consisting in the acquisition of the control of the Company by PKN ORLEN. The EC also approved the agreements entered into with these prospective buyers.

This notification is the second notification of the shareholders of the Company in the meaning of Article 504 § 1 of the CCC.

Legal basis: Article 504 § 1 of the act of 15 September 2000 – the Commercial Companies Code.