Polski Koncern Naftowy ORLEN Spólka Akcyjna (WSE:PKN) (PKN ORLEN) signed a letter of intent to acquire an unknown majority stake in Polskie Górnictwo Naftowe i Gazownictwo S.A. (WSE:PGN) (PGNiG) from the State Treasury on July 14, 2020. As of July 29, 2022, Polski Koncern Naftowy ORLEN Spólka Akcyjna (WSE:PKN) (PKN ORLEN) signed an agreement to acquire Polskie Górnictwo Naftowe i Gazownictwo S.A. (WSE:PGN) (PGNiG) from the State Treasury for PLN 40.1 billion. The sale of the transaction will be made in a block trade no later than on the first business day after signing the contract, and the settlement of the block trade will take place no later than on the first business day after both parties to the transaction place orders to sell and buy, respectively. On July 23, 2020, an agreement on cooperation and non-disclosure is signed as per which ORLEN will access information necessary to submit application to the European Commission as well as conduct due diligence.

The transaction is subject to obtaining corporate consents and consents of the relevant competition authorities including European Commission. As on March 26, 2021, The European Commission decided that the transaction would be considered by the President of the Office of Competition and Consumer Protection (UOKiK). As of May 12, 2021, the Ministry of State Assets, PKN ORLEN, PGNiG and Grupa LOTOS have confirmed the structure of the intended merger. As of October 8, 2021, Polish Oil and Gas Company (PGNiG) has filed an application with the President of the Office of Competition and Consumer Protection (UOKiK) constituting a notification of the intended concentration in connection with the planned merger of PGNiG with PKN Orlen as part of the ongoing concentration control proceedings initiated by PKN Orlen. In addition to the presentation of the parties to the concentration and its objectives, the application also describes the parties' operations in the identified relevant markets as well as arguments regarding the impact of the concentration on competition on those markets. As of March 16, 2022, the competition regulator UOKiK has given conditional approval to the PKN Orlen and PGNiG merger, which may proceed if Gas Storage Poland, which manages gas storage for PGNiG is sold. On July 29, 2022, the Management Boards of PGNiG SA and PKN ORLEN SA agreed on a plan of merger of the two companies and on the exchange ratio at which PGNiG shares will be swapped for PKN ORLEN shares. The merger plan will be implemented once relevant decisions are passed by the General Meetings of the two companies.

As of February 4, 2021, the transaction is expected to close by the end of 2021. The transaction is expected to complete by the end of 2022. As of April 26, 2022, the transaction is expected to be finalized in Q3, 2022. As of August 4, 2021, the deadline for the merger was late 2021. As of August 25, 2021, the transaction is expected to close by mid of 2022. As of September 29, 2022 shareholders of Polski Koncern Naftowy ORLEN Spólka Akcyjna approved the deal. The takeover is expected to be finalized in around 18 months. As of October 27, 2022 Polskie Górnictwo Naftowe i Gazownictwo S.A. top managers Iwona Waksmundzka-Oleniczak, chief executive officer, and Robert Perkowski, chief operating officer, have been appointed as new management board members by PKN Orlen. The merger has been approved by the polish government. As from November 2, 2022, the Company has assumed any and all rights and obligations of PGNiG in compliance with Article 494(1) of the Polish Code of Commercial Companies (universal succession), approved by the Company Extraordinary General Meeting on September 28, 2022, were registered in National Court Register by the District Court for Lódz Sródmiescie in Lódz, XX Commercial Division of the National Court Register. In connection with the Merger the share capital of PKN ORLEN has been increased from PLN 780 million to the amount of PLN 1.45 billion. After registration of the Company's share capital increase the total amount of all issued shares amounts to 1.16 billion shares with the nominal value of PLN 1.25 per one share. The total number of votes resulting from all shares issued by the Company amounts to 1.16 billion.

Polski Koncern Naftowy ORLEN Spólka Akcyjna (WSE:PKN) (PKN ORLEN) completed the acquisition of Polskie Górnictwo Naftowe i Gazownictwo S.A. (WSE:PGN) (PGNiG) from the State Treasury on November 2, 2022.