PGNiG shareholders vote on company’s merger with PKN Orlen

PGNiG shareholders at the company’s Extraordinary General Meeting on Monday voted in favour of its merger with PKN Orlen. More than 99.99 per cent of the votes cast were in favour of the relevant resolution.

The total votes cast represented 85.83 per cent of PGNiG’s shareholders. During the meeting, a representative of a group of shareholders announced that they would challenge the resolution in court and apply for security for the action – withholding its entry into force until the case is heard.

The resolution provides for the company’s merger with PKN Orlen by transferring all of PGNiG’s assets, including all assets and liabilities, to PKN Orlen in exchange for shares that PKN Orlen will issue to the company’s shareholders in accordance with the provisions of the merger plan. The plan provides that in exchange for one PGNiG share, its shareholders will receive 0.0925 Orlen shares.

The same resolution provides for an amendment to PKN Orlen’s articles of association. Pursuant to it, the minister responsible for energy, after obtaining the opinion of the entity authorised to exercise rights from shares belonging to the State Treasury, consents, in writing, to a number of actions. These are the amendment of material provisions of the existing commercial agreements on gas imports, the conclusion of new such commercial agreements, the implementation of strategic investment projects or PKN Orlen’s participation in investment projects that may permanently or temporarily impair the economic efficiency of the company’s operations, but which are necessary for the fulfilment of the task of ensuring energy security. This applies to such tasks as ensuring the continuity of gas supply to customers and maintaining the necessary reserves, safe operation of gas networks, balancing the balance of gas fuels and disposing of traffic and power of energy facilities connected to the common gas network, gas production activities.

On Monday 26 September, the government agreed to merge Orlen with PGNiG. According to the government, this will improve the energy security of Poland and the region, which is particularly important in the current geopolitical situation.

The Extraordinary General Meeting of PKN Orlen passed a resolution on the merger with PGNiG and on the relevant changes to PKN Orlen’s articles of association on 28 September.

In March 2022, conditional approval for the merger between Orlen and PGNiG was granted by the Office of Competition and Consumer Protection. The transaction is conditional on PGNiG divesting its control of Gas Storage Poland, a gas storage operator. The decision also stipulates the obligation to conclude or maintain an agreement with Gas Storage Poland entrusting it with the duties of a storage system operator after divesting control of the company. PKN Orlen and PGNiG have 12 months from the date of the concentration to implement this remedy.

source: PortalMorski.pl