Orlen Spolka Akcyjna · GPW:PKN
Orlen Spolka Akcyjna — PKN Orlen — Merger or Acquisition (June 2022)
25 slides from Orlen Spolka Akcyjna's merger presentation, Jun 2, 2022
Slide 1: PKN ORLEN – Grupa Lotos merger Investor presentation
PKN ORLEN – Grupa Lotos merger Investor presentation Warsaw, 2 June 2022
Slide 2: Disclaimer
Disclaimer ▪ This presentation (“Presentation”) has been prepared by PKN ORLEN S.A. (“PKN ORLEN” or “Company”). Neither the Presentation nor any copy hereof may be copied, distributed or delivered directly or indirectly to any person for any purpose without PKN ORLEN’s knowledge and consent. Copying
Slide 3: Transaction overview
01 Transaction overview 3
Slide 4: Transaction summary and rationale
Transaction summary and rationale Transaction summary Transaction rationale ▪ Creation of an integrated and diversified Polish multi-energy ▪ On 2 June 2022, the Management Board of PKN Orlen S.A. corporation of significant transformation potential and enhanced (“Orlen”) and Management Board of Grup
Slide 5: Illustrative shareholding pre and post merger
Illustrative shareholding pre and post merger Orlen Lotos Combined (1) 13.3% 27.5% 58.5% 7.6% + 41.8% 53.2% = 40.0% 35.7% 6.4% 6.8% 5.0% 4.3% State Treasury State Treasury State Treasury Nationale Nederlanden Nationale Nederlanden Nationale Nederlanden Aviva Santander Other Lotos Shareholders Aviva
Slide 6: Transaction timeline
Transaction timeline 27 February 2018 June 2022 PKN Orlen signs LOI with 14 July 2020 July 2022 State Conditional Opinion on the August 2022 Treasury around potential approval from EC. Condition merger from purchase of minimum of 53% - sale of 30% Statutory Auditor Merger stake in Grupa Lotos. stake
Slide 7: Strategic and economic rationale
02 Strategic and economic rationale 7
Slide 8: Merger in the context of Polish energy sector transformation
Merger in the context of Polish energy sector transformation Creates a truly diversified and future proof multi-energy company with sufficient scale and 1 financial strength to play a defining role in the energy transformation of the Polish economy Addresses the global trends directed at creation of
Slide 9: The energy transition is reshaping the environment around us
1 The energy transition is reshaping the environment around us Technology advances Growing cost-effectiveness Electrification of transport of renewables and industry Consumer preferences Evolving consumer expectations from providers Proactive and increasingly of goods and services conscious consumer
Slide 10: ORLEN plan through 2030 to evolve into a more sustainable multi-energy business
In response to the energy transition, ORLEN has devised 1 a plan through 2030 to evolve into a more sustainable multi- energy business The pillars of the ORLEN Group’s growth and transformation until 2030 Efficient Integrated Low-carbon Integrated Sustainable refining and advanced power retail upstr
Slide 11: ORLEN Group's growth will rely on diversified portfolio with refining fostering development
ORLEN Group’s growth will rely on diversified portfolio with 1 refining fostering strategic development projects ORLEN intends to apply strategic portfolio management to its multi-business approach. Maximizing performance of existing business lines, especially refining, will foster ORLEN’s ability t
Slide 12: The merger will create a leading Polish multi-energy company well-positioned for future growth
The merger will create a leading Polish multi-energy 1 company well-positioned for the future growth Integrated Low-carbon Sustainable Efficient and advanced Integrated power upstream refining petrochemical retail generation production ▪ Regional refining ▪ Strategic regional ▪ Modern and low ▪ Larg
Slide 13: Combined multi-energy corporation will better compete in a demanding environment
As combined multi-energy corporation will be able to better 2 compete in a progressively more demanding macroeconomic and regulatory environment Combined Operational Summary Orlen + Orlen Lotos Lotos** Refining ▪ The combined entity would be advantageously Capacity* 35.2 77% 23% 10.5 46 positioned i
Slide 14: Remedies will create and elevate important strategic relations with key partners
Remedies will create and elevate important strategic 3 relations with key partners in the sector Investors in business under remedies 1 ▪ MOL Group will acquire 417 existing Cooperation with a retail stations from LOTOS for $610mn* Retail regional leader / asset ▪ PKN ORLEN has the option to acquire
Slide 15: After transaction PKN ORLEN's value chain will be diversified and strengthened
After transaction PKN ORLEN’s value chain will be 3 diversified and strengthened Implementation of EU Remedies will considerably accelerate business transformation Securing and Optimisation of refining Further fuel station Petrochemical Renewables and optimisation of supply and fuel logistics networ
Slide 16: Similarity between the two companies allows for resource optimisation and synergies
Similarity between the two companies allows for resource 4 optimisation and potential synergies Identified synergies Core Operational Synergies Key synergies to be generated with the following core areas of combined business: ▪ Logistics and wholesales ▪ Refining production ▪ Procurement, working ca
Slide 17: Seamless integration paving the way for acquisition of PGNiG
Seamless and well prepared integration paving the way for 5 acquisition of PGNiG in Q3’22 and further shareholder value creation Stage 1: DAY 1 PLAN August 2022 Well prepared for a smooth integration from Day 1 ▪ Four months of extensive preparations before Day 1 to ensure undisturbed activities of
Slide 18: Appendix
03 Appendix 18
Slide 19: PKN ORLEN overview
PKN ORLEN overview Business Overview and Key Metrics Summary Financials 17,990 EBITDA LIFO (PLN mn) 15,990 14,154 14,515 ▪ Founded in 1999, PKN ORLEN engages in the processing and trading of crude oil. 537 13,990 387 2,933 ▪ Operates through the following segments: 11,990 2,897 8,368 3,680 - Refinin
Slide 20: PKN ORLEN segment overview - refining
PKN ORLEN segment overview - refining Business Overview Asset Overview ▪ Leader in the fuel market in Central and Eastern Europe (CEE) with 24.4MT c. 50% 29.9MT 35.2 mt of annual capacity LT Secured 2021 Crude Oil 2021 Sales Contracts Throughput ▪ Diversification of crude oil and security of natural
Slide 21: PKN ORLEN segment overview – retail and petrochemicals
PKN ORLEN segment overview – retail and petrochemicals Retail Business Overview Petrochemicals Business Overview ▪ Largest network of fuel stations in CEE ▪ The largest petrochemical company in CEE ▪ Attractive loyalty programs ▪ Strategic regional supplier for chemical industry ▪ Petchem assets are
Slide 22: PKN ORLEN segment overview – upstream and energy
PKN ORLEN segment overview – upstream and energy Upstream – A Well Balanced Portfolio Energy – An Efficient and Low Emissions Platform ▪ Onshore assets in Poland and Canada ▪ Modern, low and zero-emission power generation assets ▪ Capex focused on the most profitable and promising projects ▪ Broad u
Slide 23: Grupa Lotos overview
Grupa Lotos overview Business Overview and Key Metrics Summary Financials EBITDA LIFO (PLN mn) 3,715 5,000 3,000 1,593 ▪ Founded in 1991, Lotos engages in oil and gas production and the processing of refined petroleum 4,000 1,221 products 3,000 13.0% 13.1% ▪ Operates through the following segments:
Slide 24: Grupa Lotos segment overview – refining and marketing
Grupa Lotos segment overview – refining and marketing Business Overview Poland’s Leading Service Station Network ▪ One of Europe’s most advanced refineries ▪ Third largest service station network in Poland ▪ Strategic coastal location helping to reduce logistics costs and increases in feedstock supp
Slide 25: Fuelling the future. Sustainably.
Fuelling the future. Sustainably.