Orlen invites Energa shareholders to sell shares. Price given

On Wednesday, the management board and supervisory board of Orlen agreed to invite all other holders of Energa shares to sell them for PLN 18.87 per share. The company owns 90.92 percent. Energa shares and – as he said – the goal is to increase the ownership to 100 percent.

According to Orlen, the invitation concerns a total of 37,578,474 shares and emphasized that the invitation does not constitute a public call to subscribe for the sale of shares within the meaning of the Public Offering Act. The offered purchase price means that the company intends to allocate PLN 709.1 million for this purpose. The company emphasized that on November 17, 2025, its management board decided to start activities aimed at increasing Orlen's involvement in Energa to 100%. share capital.

“The previous management board, through its negligence, created a situation that, among other things, hinders the efficient implementation of strategic investments. We are correcting these mistakes. Our predecessors also intensified relations with minority shareholders, and we are meeting their expectations. Our invitation is an extension of our hand, thanks to which minority shareholders can exit the frozen investment with a fair profit,” Orlen's president Ireneusz Fąfara told PAP.

He added that any result of the invitation will be satisfactory for Orlen, “which will allow us to further increase the capital market's confidence in our activities.” “Depending on the result, we will decide on the next steps,” he added.

Fąfara emphasized that The offered share repurchase price is an “objective amount prepared by market professionals employed for this transaction, which takes into account all market conditions.” On Wednesday, at the close of the stock exchange, Energa shares cost PLN 16.9.

In December 2019, Orlen called for the sale of 100 percent. Energa shares at PLN 7 per share, in April 2022 he increased the offered price to PLN 8.35 per share. On April 20, 2020, the State Treasury agreed to sell its shares at a higher price. As a result of the tender offer, Orlen acquired 80 percent. Energa shares. In September 2020, Orlen announced another tender offer for 20%. the remaining shares, but purchased slightly more than half, raising his share to 90.92%. The general meeting of Energa then adopted a resolution to withdraw the company's shares from stock exchange trading. However, it was challenged by minority shareholders who won in court.

“I do not believe that the processes with minority shareholders serve the company. They do not serve the shareholders either. The situation presented as 'us against them' is an artificial creation created by the mistakes of our predecessors. If they had managed the business professionally, such a story would never have happened. The goal of the shareholders – whether minority or majority – is for the company's value to increase. And that is exactly what we are doing. Orlen's capitalization is the highest in history,” said Fąfara.

Wednesday's decision of the management board and supervisory board includes possibility of purchasing shares either in block transactions on the regulated market or outside the regulated market. The acceptance of offers under the invitation will start on December 1, 2025, and will end on December 17, 2025, the company also announced.

Energa is engaged in the generation, sale and distribution of electricity. Its distribution network covers approximately one quarter of Poland and has 200,000 square meters. km of line. The company serves approximately 3.4 million end customers.

Orlen and its subsidiaries are a multi-energy concern that has refineries in Poland, the Czech Republic and Lithuania and a network of gas stations, including in Germany, Slovakia, Hungary and Austria. It also develops the crude oil and natural gas extraction segment, the petrochemical segment, and the energy segment, including renewable energy sources. It also plans to develop nuclear energy based on small, modular SMR reactors. Orlen is listed on the Warsaw Stock Exchange, the State Treasury owns 49.9%. shares. (PAP)

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