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MESSAGE _ENGLISH VERSION_
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Conclusion of agreements with Aramco Overseas Company B.V. as part of
the finalization of the implementation of remedies according to
conditional decision of the European Commission on taking control by PKN
ORLEN S.A. over Grupa LOTOS S.A.Regulatory announcement no 86/2022
dated 30 November 2022PKN ORLEN S.A. _PKN ORLEN", "Company"_
informs that in order to implement remedies in fuels production market
and fuels wholesales market area specified in the decision of the
European Commission as of 14 July 2020 on concentration of taking
control by PKN ORLEN over Grupa LOTOS S.A. headquartered in Gdańsk
_"Grupa LOTOS"_, _"Remedies"_, on 30 November 2022 the Company signed
with:1_ Aramco Overseas Company B.V. _"Aramco"_ the final agreement
on sales to Aramco of 100% of shares in LOTOS SPV 1 Sp. z o. o. _"LOTOS
SPV 1"_, to which as a result of the division of LOTOS Paliwa Sp. z o.
o. _"LOTOS Paliwa"_, an organized part of fuel wholesale enterprise was
contributed, for the price which consists of fixed element in the amount
of ca. PLN 1 bn and variable element, depending on the level of net debt
and working capital of LOTOS SPV 1 as on the day of signing of the final
agreement;2_ Aramco the final agreement on sales to Aramco of 30% of
shares in Rafineria Gdańska Sp. z o. o. _"Rafineria Gdańska"_, to which
the refinery located in Gdańsk __quot;Refinery_quot;_ was contributed as an
in-kind contribution, for the price which consists of fixed element in
the amount of ca. PLN 1,15 bn and variable element, depending on the
level of net debt and working capital of Rafineria Gdańska as on the day
of signing of the final agreement;3_ Aramco and Rafineria Gdańska a
joint venture agreement _"JV Agreement"_ specifying the terms of
cooperation between partners in Rafineria Gdańska, including the
corporate governance adopted therein and the powers granted to them;4_
LOTOS SPV 1 and Rafineria Gdańska a processing agreement __quot;Processing
Agreement_quot;_, which will be effective for contractual period of JV
Agreement. Pursuant to the Processing Agreement, Rafineria Gdańska will
provide PKN ORLEN and LOTOS SPV 1 __quot;Processors_quot;_ with services related
to the processing of feedstock supplied by Processors in order to obtain
refining products for Processors. Each of the Processors will be the
owner of the feedstock it supplies and the refining products obtained
from this feedstock;5_ LOTOS SPV 1 and Rafineria Gdańska an off-take
agreement _"Off-take Agreement"_, which will be effective for
contractual period of JV Agreement. Pursuant to the Off-take Agreement,
LOTOS SPV 1 will be entitled, but not obliged, to purchase from the
Company each year an agreed volumes of diesel and unleaded gasoline
__quot;Products_quot;_. The annual volumes of Products sold will be reduced
in
proportion to the reduction in production resulted from shutdowns or
slowdowns in the Refinery's operation;6_ LOTOS SPV 1 a framework
agreement on storage of mandatory reserves of crude oil by the Company,
on behalf of LOTOS SPV 1, effective for a period of 10 years from the
date of its entry into force;7_ LOTOS SPV 1 a framework agreement on
railway logistics outsourcing services provided by PKN ORLEN on behalf
of LOTOS SPV 1, effective for a period when the Processing and Off-take
Agreements are in force.In order to implement Remedies in
aviation fuels market area on 30 November 2022, the Company and Aramco
signed the final agreement for the sale to Aramco of all shares held by
the Company in LOTOS-Air BP Polska sp. z o.o. _"LOTOS-Air BP"_.Accordingly,
all conditions for the entry into force of the agreements concluded
between the Company and LOTOS-Air BP on 12 January 2022 have been
fulfilled, i.e.:1_ conditional agreement on sale of aviation fuel to
LOTOS-Air BP, effective for a period of up to 15 years from the date of
its entry into force;2_ conditional agreement on LOTOS-Air BP
aviation fuel storage at the Company's fuel terminal, effective for a
period of up to 15 years from the date of its entry into force;3_
conditional agreement on providing services of operating activity
support in case of force majeure between PKN ORLEN, ORLEN Aviation Sp. z
o.o. and LOTOS-Air BP, effective for a period of up to 15 years from the
date of its entry into force.Continuing the cooperation started
in January 2022, on 30 November 2022, PKN ORLEN signed with Saudi
Arabian Oil Company and Saudi Basic Industries Corporation a joint
development agreement for the common realization of a feasibility study
for petrochemical complex in Gdansk.See also: regulatory
announcement no 1/2022 as of 12 January 2022, no 2/2022 as of 12 January
2022, no 38/2022 as of 1 August 2022 and no 85/2022 as of 30 November
2022.
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RB: Podpisanie umów z Aramco Overseas Company B.V. w ramach finalizacji realizacji środków
zaradczych wynikających z warunkowej decyzji Komisji Europejskiej w sprawie przejęcia
przez PKN ORLEN S.A. kontroli nad Grupą LOTOS S.A.
