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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”).
Report no. 43/2021

Annex to letter of intent signed between Grupa LOTOS S.A., PKN Orlen S.A. and ENERGA S.A. to analyse feasibility of joint CCGT project

Further to Current Report No. 29/2020 of November 2nd 2020, Grupa LOTOS S.A. announces that on 29th December 2021 an amending annex was signed to the letter of intent (the “Letter of Intent”) to analyse the feasibility and possible terms of a joint project involving the construction of a CCGT unit in Gdańsk (the “Annex”) between ENERGA S.A., Polski Koncern Naftowy ORLEN S.A. and Grupa LOTOS S.A. (the “Parties”). Under the Annex, the Letter of Intent will be binding on the parties until relevant agreements are signed, but not later than until December 31st 2022.
Report no. 40/2021

Grupa LOTOS S.A. to take up new shares in LOTOS Asfalt sp. z o.o. in exchange for in-kind contribution in the form of organised part of business

Further to Current Report No. 10/2021, Grupa LOTOS S.A. (“Grupa LOTOS” or the “Company”) announces that in connection with the adopted plan of internal reorganisation measures, in order to optimise the structure of the Company’s group and prepare for the implementation of required remedies (see Current Report No. 21/2020 for more information), on November 2nd, 2021 the Extraordinary Shareholders’ Meeting of LOTOS Asfalt sp. z o.o. (“LOTOS Asfalt”) passed a resolution to increase the share capital of LOTOS Asfalt through the issue of new shares, all of which were taken up by Grupa LOTOS as the sole shareholder of LOTOS Asfalt and in exchange for an in-kind contribution in the form of an organised part of the Company’s business
Report no. 36/2021

Submission by a shareholder of draft resolutions concerning certain items placed on the agenda of the Extraordinary General Meeting of Grupa LOTOS S.A. convened for October 14th 2021

Grupa LOTOS S.A. (the “Company”) announces that on October 13th 2021 it received from the shareholder Nationale-Nederlanden Otwarty Fundusz Emerytalny of Warsaw (the “Shareholder”), acting pursuant to Art. 401.4. of the Commercial Companies Code, draft resolutions concerning items 7–11 of the agenda of the Extraordinary General Meeting of the Company convened for October 14th 2021, as announced by the Company in Current Report No. 32/2021.
Report no. 35/2021

Assimilation of 14,040 Grupa LOTOS shares

Further to current report No. 33/2021 of September 27th 2021 regarding the introduction to trading on the stock exchange market of 14,040 (fourteen thousand and forty) Series A shares in Grupa LOTOS S.A., Grupa LOTOS S.A. (the “Company”) announces that on September 27th 2021 the Central Securities Depository of Poland (the “CSDP”) decided that 14,040 (fourteen thousand and forty) Series A registered ordinary shares in the Company assigned code PLLOTOS00033 would be converted into ordinary bearer shares and assimilated with bearer shares registered under code PLLOTOS00025 with effect from September 30th 2021.
Report no. 34/2021

Signing a contract for the implementation of the Hydrocracked Base Oil Project (HBO)

Grupa LOTOS S.A. (the “Company”) announces that on September 28th 2021 LOTOS Oil Sp. z o.o. (“LOTOS Oil”), a wholly-owned subsidiary of the Company, and Kinetics Technology S.p.A. of Rome (“Kinetics Technology”) signed an Engineering Procurement & Construction Lump Sum Turnkey Contract ( the “EPC-LSTK Contract”) for the entire technical scope of work under the Hydrocracked Base Oil Project (the “HBO Project”). 
Report no. 33/2021

Listing of 14,040 Series A shares in Grupa LOTOS

Grupa LOTOS S.A. announces that, pursuant to Resolution No. 178/2005 of the Management Board of the Warsaw Stock Exchange (the “WSE”) of June 3rd 2005, and pursuant to Section 36, Section 37, Section 38.1 and Section 38.3 of the WSE Rules, the WSE Management Board passed Resolution No. 916/2021 of September 22nd 2021 to introduce to trading on the main market, with effect from September 30th 2021, 14,040 (fourteen thousand forty) Series A shares in Grupa LOTOS S.A. with a par value of PLN 1 (one złoty)
Report no. 32/2021

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 Section 8.1-2, 8.5 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, gives notice of the Extraordinary General Meeting 
Report no. 31/2021

Registration of amendments to Grupa LOTOS Articles of Association with National Court Register

Further to Current Report No. 27/2021 of June 30th 2021 announcing the resolutions passed by the Annual General Meeting of Grupa LOTOS S.A. (the “Company”), on September 13th 2021 the District Court of Gdańsk Północ in Gdańsk, 7th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association made by Resolution No. 21 of the Annual General Meeting and comprising: 
Report no. 22/2021

Prepayment of all debt contracted to implement EFRA

Further to Current Report No. 20/2015 of June 30th 2015, Grupa LOTOS S.A. (the “Company”) announces that on June 10th 2021 the subsidiary LOTOS Asfalt Sp. z o.o. (“LOTOS Asfalt”) notified a syndicate of the following financial institutions: Bank Gospodarstwa Krajowego (financing under the “Polish Investments” programme), Bank Millennium S.A., Bank Polska Kasa Opieki S.A., Santander Bank Polska S.A. (formerly: Bank Zachodni WBK S.A.), Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., and Société Générale S.A. (jointly the “Banks”), of its intention to make a voluntary prepayment of the entire debt under the agreement providing for a term facility of USD 432,000,000 (the “Term Facility”) and a revolving facility of up to PLN 300,000,000 (the “Revolving Facility”) dated June 30th 2015, contracted by LOTOS Asfalt to finance the EFRA Project (jointly the “EFRA Facility”).
Report no. 20/2021

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 A95rticles 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, gives notice of the Annual General Meeting of Grupa LOTOS S.A., to be held at 11:00 am on June 30th 2021 at the Company’s registered office at ul. Elbląska 135, Gdańsk, Poland.
Report no. 18/2021

Appointment of Grupa LOTOS Management Board of 11th term of office

Following completion of the selection process for the positions of President of the Management Board and Vice Presidents of the Management Board of Grupa LOTOS S.A. ("Company") of the 11th joint term of office, the Company announces that on May 27th 2021 the Supervisory Board of the Company shortened the 10th term of office of the Management Board by removing its existing Members, i.e. Zofia Paryła, Krzysztof Nowicki, Jarosław Wittstock, Jarosław Wróbel and Piotr Walczak, and appointing, with effect from May 28th 2021, the Management Board of the 11th joint term of office the following persons: Ms Zofia Paryła - President of the Management Board, Mr Krzysztof Nowicki - Vice President of the Management Board, Mergers and Acquisitions, Mr Piotr Walczak - Vice President of the Management Board, Chief Refining & Marketing Officer, Mr Jarosław Wittstock - Vice President of the Management Board, Corporate Affairs, Mr Jarosław Wróbel - Vice President of the Management Board, Chief Investment and Innovation Officer.
Report no. 17/2021

Notification of shareholding change

Grupa LOTOS S.A. (the “Company") announces that on May 20th 2021 the Company received a notification given under Art. 87.1.2b of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005, concerning an increase in the total number of Company shares held by the funds managed by Nationale-Nederlanden Powszechne Towarzystwo Emerytalne S.A. above 5% of total voting rights.
Report no. 16/2021

Conclusion of cooperation agreement between Grupa LOTOS S.A., PKN Orlen S.A., PGNiG S.A. and the State Treasury

Further to Current Report No. 21/2020 of July 14th 2020 on a positive conditional decision of the European Commission to acquire control of Grupa LOTOS S.A. (the “Company”) by PKN ORLEN S.A. (“PKN ORLEN”), the Company announces that on May 12th 2021 it entered into a Cooperation Agreement (the “Agreement”) with PKN Orlen S.A., PGNiG S.A. (“PGNiG”) and the State Treasury
Report no. 31/2020

Appointment of acting President of the Grupa LOTOS Management Board

Grupa LOTOS S.A. (the “Company”) announces that following the resignation of Paweł Jan Majewski from the position of President of the Company's Management Board (see Current Report No. 30/2020), the Company's Supervisory Board, acting pursuant to Art. 368.4 of the Commercial Companies Code and Art. 13.2 of the Company's Articles of Association, has today appointed Zofia Maria Paryła as acting President of the Management Board.
Report no. 29/2020

Letter of Intent signed between Grupa LOTOS S.A., PKN Orlen S.A. and ENERGA S.A. to analyse feasibility of joint CCGT project

Grupa LOTOS S.A. (the “Company”) announces that on November 2nd 2020 a Letter of Intent to analyse the feasibility of a joint project to construct a CCGT power plant in Gdańsk, to be completed by July 2026 (the “Project”), was signed between ENERGA S.A., Polski Koncern Naftowy ORLEN S.A. and Grupa LOTOS S.A. (the “Parties”).
Report no. 27/2020

Execution of inter-creditor agreement and agreement on assignment of rights and receivables of Grupa LOTOS S.A. under subordinated loan granted to Grupa Azoty Poliolefins S.A.

Further to Current Report No. 12/2020 of May 31st 2020 on the execution of transaction documents concerning the terms and conditions of Grupa LOTOS S.A.’s involvement in the financing of the Polimery Police project, Grupa LOTOS S.A. (the “Company”) announces that on October 7th 2020 an inter-creditor agreement was executed
Report no. 24/2020

Memorandum of Understanding signed for PKN ORLEN’s acquisition of Grupa LOTOS shares from the State Treasury

Grupa LOTOS S.A. (the “Company”) announces that on August 18th 2020, the State Treasury, PKN Orlen S.A. (“PKN Orlen”) and the Company signed a memorandum of understanding for the proposed transaction in which PKN Orlen would acquire Company shares representing at least 53% of its share capital and voting rights at its general meeting from the State Treasury
Report no. 23/2020

Removal of Member of Grupa LOTOS S.A. Management Board

Grupa LOTOS S.A. (the „Company”) announces that on July 30th 2020 it was notified that the Company’s Supervisory Board, acting pursuant to Art. 368.4 of the Commercial Companies Code and Art. 13.2.1 in conjunction with Art. 14.4 and 14.5 of the Company’s Articles of Association,  removed Jaroslaw Pawel Kawula from the Grupa LOTOS Management Board of the tenth joint term of office with effect from July 30th 2020.
Report no. 19/2020

Appointment of Grupa LOTOS S.A. Supervisory Board of 11th term of office

The Management Board of Grupa LOTOS S.A. (the “Company”) announces that on June 30th 2020, following the end of the 10th term of office and the expiry of the mandates of members of the Company’s Supervisory Board, the Annual General Meeting appointed to the Company’s Supervisory Board of the 11th term of office the persons specified below, who were also members of the Company’s Supervisory Board of the tenth term of office: - Ms Beata Kozłowska-Chyła – Chair - Ms Katarzyna Lewandowska - Mr Piotr Ciach - Mr Dariusz Figura - Mr Adam Lewandowski - Mr Grzegorz Rybicki.
Report no. 14/2020

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 Articles 8.1-4 and 8.7 of the Company's 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 in full), holding Tax Identification Number NIP 583-000-09-60, gives notice of the Annual General Meeting of Grupa LOTOS S.A., to be held at the Company's registered office at ul. Elbląska 135, Gdańsk, Poland, at 11:00 am on June 30th 2020.
Report no. 12/2020

Execution of transaction documents concerning the terms and conditions of Grupa LOTOS S.A.'s involvement in the financing of the Polimery Police project

Further to Current Report No. 41/2019 of December 13th 2019, which referred to the execution of the term-sheet concerning involvement in the financing of the Polimery Police project, Grupa LOTOS S.A. (the “Company”) announces that on May 31st 2020 agreements were signed to define the terms and conditions of the equity investment and subordinated debt financing (the “Transaction Documents”) in connection with the Grupa Azoty Polyolefins S.A.'s Polimery Police project