Polski Koncern Naftowy ORLEN Spólka Akcyjna (WSE:PKN) (PKN) signed a letter of intent to acquire unknown majority stake in Grupa LOTOS Spólka Akcyjna (WSE:LTS) (LOTOS) from Ministerstwo Skarbu Panstwa and others on February 27, 2018. PKN signed a non-binding agreement to acquire LOTOS from the State Treasury and others on August 26, 2019. The agreement confirms the structure specified in the letter of intent concluded on February 27, 2018. Polski Koncern Naftowy ORLEN Spólka Akcyjna (PKN) signed an agreement to acquire unknown majority stake in Grupa LOTOS from Ministerstwo Skarbu Panstwa and others on August 18, 2020. As per the article on June 2, 2022, in exchange for 1 (one) share in Grupa LOTOS, the Shareholders of Grupa LOTOS will receive 1.075 PKN ORLEN shares and The Merged Company will continue its operations under its existing business name: Polski Koncern Naftowy ORLEN Spólka Akcyjna. The transaction concerns the acquisition by PKN of at least 53.19% and up to maximum 66% of the shares issued by LOTOS. As of November 12, 2018 PKN acquired 32.9% stake in LOTOS and has official announced to acquire all the remaining stake. As of January 28, 2019, PKN issued an invitation to purchase shares amounting to 66% of votes at the general assembly. As of June 2, 2022, As a result of transaction, It will be issued up to 199 million new e series shares of orlen and state treasury will own 35.7% of merged entity's shares. Upon completion, the LOTOS registered office would remain in Gdansk.

As of June 20, 2022, European Commission has approved Polish refiner PKN Orlen's takeover of Grupa Lotos. The transaction is subject to antitrust approval from European Commission by the end of November 2018, obtaining the approval of the Council of Ministers, shareholder approval of Grupa LOTOS Spólka Akcyjna, Orlen and corporate approvals. As on April 14, 2018, the management board of LOTOS received a due diligence request from PKN. As of January 28, 2019, according to Member of the Management Board of PKN, the European Commission approval should be obtained by the end of H1 2019. As of July 3, 2019, PKN has filed a formal application to the European Commission for approval on the acquisition. As of August 7, 2019, the Commission has opened an in-depth investigation to assess PKN's proposed acquisition of LOTOS under the EU Merger Regulation. As of September 26, 2019, European Commission needs more time to analyze the transaction. As on October 1, 2019, due diligence process at LOTOS has been completed by PKN. As of October 24, 2019, PKN expects to get the European Commission's decision in the first quarter of 2020. As of October 28, 2021, shareholders of Grupa LOTOS Spólka Akcyjna approved the deal. As of June 20, 2022, EGM to take place on July 20, 2022.

As of March 3, 2020 the European Commission has terminated the "stop the clock" procedure and the negotiations concerning the transaction have been resumed. As of April 9, 2020, European Commission has enabled PKN to review the results of the analysis carried out in second stage of the proceedings of the potential acquisition of LOTOS. As of May 29, 2020, the European Commission has decided that it needs more time to consider the transaction and the European Commission will make the decision regarding the merger by July 22, 2020. On July 14, 2020, the European Commission approved the transaction which is conditional on full compliance with a commitments package offered by PKN. As of January 13, 2022, the final decision date from European Commission has not yet been decided. Orlen has already submitted the remedial measures to the European Commission, which is expected to take around two months.

As on August 18, 2020, an agreement was signed between the State Treasury, PKN Orlen SA and LOTOS regarding the acquisition of LOTOS`s shares by PKN Orlen from the State Treasury, representing minimum 53% of the share capital and votes at the general meeting LOTOS. The transaction is to result in the direct or indirect acquisition of capital control over Grupa LOTOS by PKN Orlen. This Agreement shall expire on March 31, 2022. The State Treasury and PKN Orlen confirm the intention to carry out the transaction and inform that as at the date of signing the agreement, the scope and structure of the Transaction have not yet been determined. At the beginning of July this year. The European Commission extended the deadline for the implementation of remedial measures under the takeover of Grupa Lotos by PKN Orlen until November 14, 2021.

On October 26, 2021 the Management Board of Lotos Group and representatives of the trade unions operating at the group signed an agreement securing the interests of employees of the companies from which Lotos will disinvest as it performs the remedial measures ordered by the European Commission ahead of the merger with PKN Orlen. The agreement provides for 36-month employment guarantees as well as maintenance of current working and pay conditions. Employees will also receive a one-off benefit, paid on the day on which particular assets are sold. It will be the same for all employees of the companies that will leave the group who, on the date of signing the agreement, have been on the payroll for at least one year. The Business Centre Club (BCC) has filed a request with the Supreme Audit Office (NIK) to inspect the terms and conditions of the acquisition.

As of February 27, 2018, it would take around a year to complete the transaction. The deadline for completion of the procedure has been delayed from June 30, 2020 to July 22, 2020. As of May 16, 2018, the deal is expected to be completed in the third quarter of 2019. As of November 27, 2019, the transaction is expected to be complete by the end of 2020. As of August 11, 2019, the transaction is expected to be complete by the end of 2021. As of November 12, 2021, the transaction is expected to be complete by January 14, 2022. As of November 16, 2021, transaction of PKN Orlen and Lotos Group is expected to be finalized by the end of June 2022. As on January 27, 2022, the transaction is expected to close in March or April 2022, with no significant challenges ahead. As of June 20, 2022, Orlen planned to complete the takeover in late July or early August. As of June 2, 2022, It is expected that general meetings of orlen and lotos will be held in july and the transaction of PKN Orlen and Lotos Group is expected to be finalized in August. As of July 21, 2022Polski Koncern Naftowy ORLEN Spólka Akcyjna approved the transaction. Maciej Mataczynski, Rafal Sikorski, Aleksander Czech and Tomasz Sojka of SMM Legal acted as legal advisors to PKN Orlen. Pawel Rymarz, Lukasz Szatkowski and Jakub Zagrajek of Weil Gotshal & Manges acted as legal advisors to Grupa Lotos. Laurent Godfroid, Stéphane Hautbourg, Benoit Le Bret and Piotr Sadownik of Gide Bruxelles acted as legal advisor for PKN Orlen. Gavin Robert, Philip Lux and Mathieu Relange of Geradin Partners acted as legal advisor and John Davies and Martina Caldana of Compass Lexecon acted as co-advisor for Gide Bruxelles.

Polski Koncern Naftowy ORLEN Spólka Akcyjna (WSE:PKN) completed the acquisition of a 66% stake in Grupa LOTOS S.A. on August 1, 2022. As from 1 August 2022, the Polski Koncern Naftowy ORLEN Spólka Akcyjna has assumed any and all rights and obligations of Grupa LOTOS in compliance with Article 494(1) of the Polish Code of Commercial Companies