Management Boards of PGNiG SA & PKN ORLEN SA agreed on a plan of merger of the two companies and on the exchange ratio at which PGNiG shares will be swapped for PKN ORLEN shares. The merger plan will be implemented once relevant decisions are passed by the General Meetings of the two companies. Announced on July 29th, the merger plan provides for a ‘merger through acquisition’ to be carried out pursuant to Article 492.1.1 of the Commercial Companies Code, by transferring all of PGNiG’s assets to PKN ORLEN in exchange for shares granted by PKN ORLEN to PGNiG shareholders. The merger shares issued to existing PGNiG shareholders will increase PKN ORLEN’s share capital. The merger plan specifies the share exchange ratio: in exchange for their holdings PGNiG shareholders will receive new PKN ORLEN shares at a ratio of 0.0925 to 1, meaning that for each PGNiG share shareholders will receive 0.0925 PKN ORLEN share. The number of allocated shares will be a natural number, with PGNiG shareholders to receive payments for any unallocated fractions of merger shares, which will be retained by the new group. The payments will be made on the terms stipulated in the merger plan. The PGNiG-PKN ORLEN merger will be pivotal for growth of the fuel and energy industry and will strengthen Poland’s energy security. Also, it will increase investment opportunities and improve the negotiating power of the combined group, further enhancing the security of raw material supplies for Poland.