Non-binding offer to buy all shares of Grupa Azoty PolyolefinsRegulatoryannouncement no 53/2025 dated 15 October 2025ORLEN S.A.("ORLEN", "Company") informs that on 15 October 2025 it made anon-binding offer to Grupa Azoty S.A. ("Offer") to buy all shares ofGrupa Azoty Polyolefins S.A. ("GAP"). ORLEN holds currently 17,3% ofGAP's shares.The Offer assumes the purchase of all GAPshares, including GAP assets, cash free debt free.The Offer isnon-binding and subject to the following conditions precedent, amongothers:- Completion of the restructuring proceedings of GAP,conducted by GAP, aimed at repaying all debts and claims according tothe agreed reduction and final settlement of the EPC constructioncontract,- Agreement on the terms of GAP shares acquisition by ORLENwithin the share purchase agreement with all GAP shareholders,-Satisfying for ORLEN, results of GAP due diligence process,-Complete corporate and administrative approvals required for transactionfinalization.The Offer made by ORLEN today is valid until 31December 2025 and finalization of the transaction is expected by 30 June2026.The Offer involves ORLEN delivering to GAP financing necessaryto proceed with restructuring of all debts, claims and purchasing allGAP shares from the other shareholders. The Offer has been submitted fora total consideration of PLN 1,022 bn.The submission of the Offer isconsistent with ORLEN Strategy 2035 in terms of selective investments inpolymers and petrochemicals value chain.