Merger of Orlen with Lotos. There are new reports regarding the investigation

Luc Williams

As part of the investigation into the merger of Orlen with Grupa Lotos, the Płock District Prosecutor’s Office in mid-February submitted a request to the superior Regional Prosecutor’s Office in Łódź to appoint a special team composed of prosecutors and secret service officers – the request was ultimately accepted.

“The team is already operational. It currently consists of four prosecutors. One of the prosecutors has been appointed to lead the team. Several special service officers have also joined,” Monika Mieczykowska, deputy district prosecutor in Płock, told PAP on Monday.

As she emphasized, the appointed team “works very intensively”. “More witnesses are being called,” added prosecutor Mieczykowska. She also admitted that new notifications were attached to the investigation materials, which – as she noted – coincided with the previously designated course of action.

At the same time, the deputy district prosecutor’s office in Płock stated, citing the interests of the proceedings, that she could not provide more detailed information at this stage.

The investigation by the Płock District Prosecutor’s Office concerns the suspicion of abuse of powers and failure to fulfill duties by members of the management board of PKN Orlen (after changing its name in July 2023, Orlen – PAP), as well as other persons dealing with the property matters of this company, in connection with conducting negotiations, setting conditions and signing agreements on the merger of PKN Orlen with Grupa Lotos in Gdańsk, and then signing agreements related to the sale of 30 percent shares in the Gdańsk Refinery to Saudi Aramco, which caused significant damage to PKN Orlen in the amount of no less than PLN 4 billion. In this respect, the proceedings cover the period from the beginning of 2018 to November 30, 2022.

At the same time, an investigation is being carried out into suspected abuse of powers and failure to fulfill official duties in the period from the beginning of 2020 to November 30, 2022 by public officials in connection with inadequate supervision of the merger process of PKN Orlen and Grupa Lotos, including by the President of the Office of Personal Data Protection. Competition and Consumers – by improperly applying the provisions of the Act on the control of certain investments and allowing the sale of 30 percent. shares in the Gdańsk Refinery to Saudi Aramco without seeking the recommendation or opinion of the Consultative Committee at the Chancellery of the Prime Minister, which was to the detriment of the public interest.

The decision to initiate an investigation into the merger of Orlen with Grupa Lotos was issued by the District Prosecutor’s Office in Płock on January 22 this year. This decision was preceded by a year-long verification procedure, initiated after the submission of six notifications, received since January last year. These notifications were submitted, among others, by: politicians, including Agnieszka Pomaska ​​from KO, as well as Michał Kobosko from Poland 2050.

In mid-February, KO MPs Agnieszka Pomaska ​​and Jacek Karnowski informed about sending further notifications regarding the sale of Lotos’ assets, regarding, among others, the then former president of Orlen, Daniel Obajtek, and other members of the company’s management board, as well as the former minister of state assets, Jacek Sasin.

At the same time, the deputy district prosecutor in Płock informed PAP that “the scope of the investigation is huge and multi-threaded”, covering “the entire process of merging Orlen with Grupa Lotos”, from preparations, through opinions, supervision, negotiations and asset valuation, to final decisions and signing the agreements, taking into account their consequences for both companies, but also for the state’s energy security. As part of the proceedings, as prosecutor Mieczykowska said, the first interviews with witnesses were already held – they were employees of Orlen’s control and security office.

The letter of intent regarding the commencement of the process of taking over capital control by Orlen (then called PKN Orlen – PAP) over the Lotos Group was signed by the company with the then Ministry of Energy in February 2018. In June 2022, Orlen received consent from the European Commission to merge with the Grupa Lotos Lotos, and the management boards of both companies agreed and signed the Merger Plan. A necessary condition for finalizing the transaction was the consent of the shareholders of Orlen and Grupa Lotos regarding the terms of the merger, which happened in July 2022.

Earlier, in January 2022, in accordance with the requirements of the European Commission, Orlen presented remedial measures planned in connection with the takeover of Grupa Lotos. At that time, it was reported, among other things, that the Hungarian MOL would take over 417 gas stations of the Lotos Group network in Poland, while Orlen would buy from MOL 144 gas stations in Hungary and 41 gas stations in Slovakia. The fuel and asphalt logistics area within the Lotos Terminale company will be purchased by Unimot. Lotos Biopaliwa will be purchased by Rossi Biofuel.

At the beginning of August 2022, Orlen announced that the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, had registered its merger with Grupa Lotos.


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