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Orlen – merger. Lotos shareholders made a decision which brings the companies closer to the merger

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The shareholders of Grupa Lotos agreed to sell part of the company to Lotos Asfalt. The decision is to enable further work on the merger with Orlen, and above all, to submit an application to the European Commission for approval of the so-called remedial measures.

The shareholders’ decision was made during the Extraordinary General Meeting of Grupa Lotos SA

Lotos shareholders made a decision closer to the merger with Orlen

The adopted resolution concerned “consent to the sale of an organized part of Grupa Lotos SA to Lotos Asfalt sp. Z oo by making a non-cash contribution and taking up all new shares in the increased share capital of Lotos Asfalt in return”.

The holders of 132.7 million of the company’s shares voted for the resolution, 9.7 million were against and 5.99 million abstained.

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80 percent was needed to pass the resolution on the sale of part of the Lotos Group to Lotos Asfalt. votes in favor, provided that at least half of the company’s share capital is represented at the General Meeting.


“We are waiting for the official report @GrupaLOTOS, but it is already known that the resolutions adopted today by the EGMS of Lotos are proof that investors believe in the success of the project to build a multi-energy concern. This is another important step in the process of merging PKN ORLEN with Grupa LOTOS” – he wrote on Twitter Obajtek.

Lotos – shareholders’ decisions

The State Treasury controls 53.19 percent. shares, which at the last General Meetings of Grupa Lotos translated into 70.6-75.6 percent. votes.

During the Extraordinary General Meeting of the company, resolutions were also adopted on the sale by Grupa Lotos of 100% of shares. of shares in Lotos Biopaliwa and conditional consent to the sale of 100%. shares in Lotos Terminale and Lotos Paliwa. There was also a conditional consent to the sale by Grupa Lotos of 30 percent. shares in Lotos Asfalt and 100 percent. shares in the company that will acquire part of Lotos Asfalt’s assets as a result of the company’s division. Only an absolute majority, that is more than half of the votes, was required to adopt these resolutions.

All resolutions during the Extraordinary General Meeting of GL on Thursday were voted in secret.

Voting the resolutions enables the reorganization of Lotos and preparation for the fulfillment of remedial measures imposed by the European Commission in the form of the sale of assets in the areas of: fuel production, wholesale and retail sales, logistics, asphalt and aviation fuel.

Orlen fusion with Lotos

Until November 14, PKN Orlen, which plans to take over the Gdańsk refinery, has time to submit a plan to fulfill remedial measures to Brussels.

The remedial measures designated by the European Commission in July 2020 include: sale of 30 percent shares in the Lotos refinery along with an accompanying large package of management rights. This is to give the buyer the right to nearly half of the refinery’s diesel and gasoline production, while providing access to vital storage and logistics infrastructure.

Another condition is the sale of nine fuel depots to an independent logistics operator and the construction of a new jet fuel import terminal in Szczecin, which – after completion – would be handed over to this operator.

The EC also ordered the sale of 389 fuel stations in Poland, which constitute approximately 80 percent. Lotos chain, sale of 50 percent. Lotos’s share in a joint venture with BP, dealing in the sale of fuel for jet engines, providing competitors in the Czech Republic with up to 80 thousand. tonnes of jet fuel through an open tender procedure, sale of two bitumen production plants in Poland and delivery to the buyer annually up to 500 thousand. tons of bitumen or the so-called heavy residues.

The process of taking over the capital of Grupa Lotos by the Płock concern was initiated in February 2018 by signing a letter of intent with the State Treasury, which holds 53.19% of shares in the Gdańsk-based company. votes at the General Meeting of shareholders.

Currently, the State Treasury has approx. 27 percent. Orlen shares.

Main photo source: Shutterstock

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