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Reports & Key Data

Current Reports

Report no. 23/2022

Suspension of trading in shares in Grupa LOTOS S.A. and stock futures contracts of Grupa LOTOS S.A. and the delisting of stock futures contracts in Grupa LOTOS S.A. in connection with the merger of Grupa LOTOS S.A. with PKN ORLEN S.A

With reference to current report No. 22/2022, the management board of Grupa LOTOS S.A. (the “Company”) announces that it was informed on 26 July 2022 that the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) (the “WSE”) adopted:
Report no. 22/2022

Submission of an application for the suspension of trading in shares in Grupa LOTOS S.A. and delisting of Grupa LOTOS S.A. in connection with the merger of Grupa LOTOS S.A. with PKN ORLEN S.A.

With reference to current reports No. 21/2020, No. 10/2021, No. 15/2021, No. 16/2021, No. 40/2021, No. 41/2021, No. 1/2022, No. 10/2022, No. 12/2022, No. 16/2022, No. 19/2022 and No. 21/2022, the management board of Grupa LOTOS S.A. (the “Company”) announces that on 21 July 2022, the Company submitted an application to the Management Board of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) for the suspension of trading in the shares in the Company and delisting of the Company
Report no. 19/2022

Second notification of the shareholders of Grupa LOTOS S.A. of the intended merger of Grupa LOTOS S.A. with PKN ORLEN S.A.

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 (majątek) 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”).
Report no. 17/2022

Date, agenda and draft resolutions of the Extraordinary General Meeting of Grupa LOTOS S.A.

Acting pursuant to Art. 398, Art. 399.1 and Art. 4021 of the Commercial Companies Code and Art. 8.1-4 and 8.7 of the Articles of Association, the Management Board of Grupa LOTOS S.A. of Gdańsk, entered in the Business Register maintained by the District Court for Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register, under KRS No. 0000106150, with a share capital of PLN 184,873,362 (paid up in full), holding Tax Identification Number NIP 583-000-09-60 (the “Company”), gives notice of the Extraordinary General Meeting of Grupa LOTOS S.A., to be held at 11:00 am on July 20th 2022 at the Company’s registered office at ul. Elbląska 135, Gdańsk, Poland.
Report no. 16/2022

European Commission approves LOTOS’ acquisition by PKN ORLEN

Further to Current Reports No. 21/2020, 10/2021, 15/2021, 16/2021, 40/2021, 41/2021, 1/2022 and 10/2022, the Management Board of Grupa LOTOS S.A. (the “Company”) announces that on June 20th 2022 it was notified of approval by the European Commission (the “EC”) of the buyers of divestment assets proposed by PKN ORLEN S.A. (“PKN ORLEN”), such assets to be divested pursuant to the merger remedies (the “Remedies”) defined in the EC’s decision of July 14th 2020 granting conditional clearance to the concentration consisting in the acquisition of control of the Company by PKN ORLEN. The EC also approved the agreements entered into with these prospective buyers.
Report no. 12/2022

First notification of the shareholders of Grupa LOTOS S.A. of the intended merger of Grupa LOTOS S.A. with PKN ORLEN S.A.

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”) informs that, on 15 June 2022, the Company was delivered an expert opinion concerning the plan of merger of the Company with PKN ORLEN S.A. (“PKN ORLEN”) made pursuant to Article 503 §1 of the CCC, and thus notifies of the intended merger of the Company with PKN ORLEN.
Report no. 11/2022

Submission by a shareholder of draft resolution concerning certain item placed on the agenda of the Annual General Meeting of Grupa LOTOS S.A. convened for June 17th, 2022

Emerytalny of Warsaw (the “Shareholder”), represented by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. of Warsaw, acting pursuant to Art. 401.4. of the Commercial Companies Code, draft resolution concerning item 13 - The allocation of Grupa LOTOS S.A.’s net profit for 2021
Report no. 10/2022

Agreement concerning the plan of merger of Grupa LOTOS S.A. with PKN Orlen S.A. and determination of the exchange rate of the shares in Grupa LOTOS S.A. into the shares in PKN Orlen S.A.

In reference to the current reports No. 21/2020, 10/2021, 15/2021, 16/2021, 40/2021, 41/2021 and 1/2022 Grupa LOTOS S.A. (the “Company”) informs that, on June 2nd 2022, the Company and PKN ORLEN S.A. (“PKN ORLEN”) have reached a written agreement concerning the merger plan (the “Merger Plan”). The merger will be based on Article 492 § 1(1) of the Commercial Companies Code by transfer of the entire assets of the Company (the target) to PKN Orlen (the surviving entity) in exchange for the shares which will be assigned to the Company shareholders by PKN Orlen (the “Merger”).
Report no. 9/2022

Date, agenda and draft resolutions of the Annual General Meeting of Grupa LOTOS S.A.

Acting pursuant to Art. 395, Art. 399.1 and Art. 4021 of the Commercial Companies Code and Art. 8.1-4 and 8.7 of the Articles of Association, the Management Board of Grupa LOTOS S.A. of Gdańsk, entered in the Business Register maintained by the District Court for Gdańsk-Północ in Gdańsk, 7th Commercial Division of the National Court Register, under KRS No. 0000106150, with a share capital of PLN 184,873,362 (paid up in full), holding Tax Identification Number NIP 583-000-09-60 (the “Company”), gives notice of the Annual General Meeting of Grupa LOTOS S.A., to be held at 10:00 am on June 17th 2022 at the Company’s registered office at ul. Elbląska 135, Gdańsk, Poland.
Report no. 8/2022

Management Board recommendation regarding net profit sharing and non-payment of dividend for 2021

Grupa LOTOS S.A. (the “Company”) announces that on May 11th 2022 the Management Board of Grupa LOTOS S.A. passed a resolution to recommend to the Company’s Annual General Meeting that the net profit disclosed in the Company’s separate financial statements for 2021 of PLN 2,519,835,199.42 be fully allocated to the Company’s reserve funds in order to secure the Company’s financial liquidity.
Report no. 1/2022

Implementation of remedies resulting from the conditional approval by the European Commission of PKN ORLEN S.A.’s acquisition of control of Grupa LOTOS S.A., conclusion of a preliminary share purchase agreement for 100% of shares in LOTOS Paliwa sp. z o.o., and delayed disclosure of inside information on the conclusion of a preliminary share purchase agreement for 30% of shares in LOTOS Asfalt sp. z o.o. and a preliminary agreement for sale of a spun-off organised part of enterprise comprising fuel wholesale business

Further to Current Reports No. 21/2020, No. 10/2021, No. 40/2021 and No. 41/2021, Grupa LOTOS S.A. (the “Company”) announces completion of the work on the implementation of the remedies defined in the decision of the European Commission (the “Commission”), dated July 14th 2020, to conditionally approve the intended concentration involving acquisition of control of the Company by Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”), issued pursuant to Article 8(2), second subparagraph, of Council Regulation (EC) No 139/2004 of January 20th 2004 on the control of concentrations between undertakings (the Merger Regulation) (OJ L 24, p. 1) (the “Remedies”).