7.5. CHANGE IN THE ORLEN GROUP STRUCTURE AFTER THE END OF THE REPORTING PERIOD7.5. CHANGE IN THE ORLEN GROUP STRUCTURE AFTER THE END OF THE REPORTING PERIOD

• in January 2021 companies from the ORLEN Upstream Group were liquidated: Frontier Exploration Inc. and FX Energy Inc;
• in January 2021 new companies were established in the ENERGA Group: CCGT Ostrołęka Spółka z ograniczoną odpowiedzialnością at a startup (share capital amounts to PLN 150,000 - 150 shares of PLN 1,000 each) and ENERGA Green Development Spółka z ograniczoną odpowiedzialnością at a startup (share capital amounts to PLN 600,000 -1,200 shares of PLN 500 each). ENERGA owns 100% of shares in both companies;
• on 11 February 2021, ORLEN Wind 3 sp. z o.o. at start up acquired 100% shares in Livingstone Sp.z o.o. with its headquarters in Warsaw, from foreign investment funds for the price of PLN 25 million. Furthermore, on the same day ORLEN Wind 3 signed with Livingstone Sp. z o.o. a loan agreement for the amount of PLN 75.5 million, which was designated for repayment of liabilities of the acquired company indicated in the share purchase agreement, including in particular liabilities towards former shareholders under granted loans and bank credits in the amount of PLN 33.6 million and PLN 40.8 million, respectively. The core business of the acquired company is generation of electricity from renewable energy sources at the Kanin wind farm located in the West Pomeranian province with a capacity of 20 MW. The transaction was executed as part of ORLEN Group's strategy aimed at, among other things, expanding its portfolio of zero-emission energy sources. The book value of the acquired net assets at the moment of taking control amounted to PLN 9 million. As at the date of approval of these consolidated financial statements the process of purchase price allocation has not been completed yet;
• on 1 March 2021 PKN ORLEN acquired 100% shares in Polska Press Sp. z o.o. with its headquarters in Warsaw from German Verlagsgruppe Passau Capital Group. Polska Press is one of the largest publishing groups in Poland with about 20 regional dailies, nearly 120 local weeklies as well as about 500 online websites. The acquisition of Polska Press is in line with PKN ORLEN's strategic plans to strengthen retail sales, including non-fuel sales. By acquiring Polska Press the Company gained, i. a. access to 17.4 million Internet users and the possibility to acquire new customers, optimise marketing costs and develop big data tools within the Group. The acquisition price amounted to PLN 210 million and was determined as the sum of acquired cash surplus (i.e. negative net debt) in the amount of PLN 79 million and the estimated enterprise value in the amount of PLN 131 million. The book value of the acquired net assets at the moment of taking control amounted to PLN 201 million. As at the date of approval of these consolidated financial statements, the process of purchase price allocation has not been completed yet.
  
  On 17 March 2021, the Commissioner for Human Rights of Poland (Commissioner) announced in a communique published on his website that he appealed to the District Court in Warsaw (Court of Competition and Consumer Protection) against the decision of the President of the Office of Competition and Consumer Protection (OCCP) of 5 February 2021 on consent to concentration consisting in taking over by PKN ORLEN control over Polska Press sp. z oo. In the communique, the Commissioner also noted that, in accordance with the applicable regulations, the appeal itself is submitted to the court via the OCCP. The President of OCCP has 3 months to submit the appeal to the court (unless it changes the decision on consent to concentration under the self-control procedure). At the same time, the Commissioner filed a motion - directly to the court - to suspend the execution of the decision (including the ban on exercising participation rights by PKN ORLEN in Polska Press).
  
  On 8 April 2021, the District Court issued an order to suspend the execution of the decision of the President of OCCP of 5 February 2021 until the court resolves the appeal submitted by the Commissioner. In the opinion of PKN ORLEN, this order does not affect the effectiveness of the acquisition by PKN ORLEN of shares in Polska Press, as the acquisition was made before the court issued this order; the court's order does not restrict PKN ORLEN in exercising its rights from shares in Polska Press (the court in its order did not consider the Commissioner’s motion in this respect).
• on 26 March 2021, two new companies were established by ENERGA OZE SA:

- ENERGA MFW 1 Sp. z o.o. at a startup with its headquarters in Gdańsk with a share capital of PLN 5,000, 100 shares with a nominal value of PLN 50, the surplus of the cash contribution over the total nominal value of the shares in the amount of PLN 245,000 was transferred to the reserve capital.
- ENERGA MFW 2 Sp. z o.o. at a startup with its headquarters in Gdańsk with a share capital of PLN 5,000, 100 shares with a nominal value of PLN 50, the surplus of the cash contribution over the total nominal value of shares in the amount of PLN 245,000 was transferred to the reserve capital.

The companies are 100% owned by ENERGA OZE SA.

• on 30 March 2021, new companies were established: ORLEN Neptun III sp. z o.o, ORLEN Neptun IV sp. z o.o, ORLEN Neptun V sp. z o.o, ORLEN Neptun VI sp. z o.o, ORLEN Neptun VII sp. z o.o, ORLEN Neptun VIII sp. z o.o, ORLEN Neptun IX sp. z o.o, ORLEN Neptun X sp. z o.o, ORLEN Neptun XI sp. z o.o and ORLEN Energia sp.z o.o. The share capital of ORLEN Neptun III - ORLEN Neptun XI amounts to PLN 1,750,000 and is divided into 700 shares with a nominal value of PLN 2,500 each.
  
  The share capital of ORLEN Energia amounts to PLN 5,000 and is divided into 50 shares with a nominal value of PLN 100 each. The surplus of the cash contribution over the total nominal value of the shares, in the amount of PLN 9,995,000, will be transferred to the company's reserve capital (agio).
  
  ORLEN Neptun companies were established as part of the Morska Energetyki Wiatrowa project, and ORLEN Energia for wholesale trade in energy produced in the ORLEN Group.
• on 31 March 2021, PKN ORLEN acquired 454,546 shares of ORLEN Trans Polonia Sp. z o.o. with its headquarters in Płock, which constitutes 100% of the share capital and became the sole owner of the company.