The merger between Orlen and Lotos is presented as a sound strategic move by Daniel Obajtek, the president of Orlen, who highlighted that the deal would unlock additional capital for growth and bolster Poland’s energy security. He also stated that he did not fear the inquiry process surrounding the merger.
During a Tuesday interview on Republika TV, Obajtek referred to information about an investigation opened by the District Prosecutor’s Office in Płock, Mazovia Voivodeship, into Orlen’s merger with Grupa Lotos. The probe is connected to alleged abuses of power and failures to fulfill duties by members of the Orlen board and others, with potential damages estimated at no less than PLN 4 billion.
Obajtek insisted that the process had proceeded without issue, noting that twenty-three Polish and international institutions had engaged in the process and that market-appropriate valuations supported the sale of part of the Gdańsk refinery. He emphasized the existence of independent analyses backing these transactions.
When asked about comments on the topic, Obajtek insisted that a full understanding of all documents and contracts was necessary to form a well-grounded opinion. He added that the Public Prosecution Service exists to investigate and that there is nothing to hide.
The executive warned that such investigations could destabilize Orlen and potentially push international investors away, threatening the company’s share price and, by extension, national energy security. He described the situation as a broader risk to state security and border protection in the context of energy supply.
Obajtek also addressed whether political figures, including Jarosław Kaczyński, had pressured him to pursue the merger. He stated that no such coercion occurred and that the merger was driven by a multi-year process under state oversight and active involvement by various services. He recalled that the shareholders of both Orlen and Lotos had approved the merger terms during a general meeting, and noted that prior to the merger the Ministry of Finance owned more than 27% of Orlen, with the state eventually holding an even larger stake post-merger. This stake, he argued, helped safeguard energy sovereignty and ensured that the state would benefit from any dividends paid by Orlen.
Obajtek also discussed the Supreme Audit Office’s claim that part of the Gdańsk refinery was sold to Saudi Aramco at a lower price. He argued that any public assessment should consider the full set of analyses and valuations and noted that the Supreme Audit Office had not conducted in-country inspections, given the nature of the funds involved. He asserted that Orlen shareholders hold equal access to corporate information.
The Orlen chief further stated that he would be willing to testify before a potential inquiry committee, though he cautioned that any such proceedings might involve confidential terms. He joked that such discussions could ultimately please international partners, provided negotiations remained protected by contract terms. He suggested that public contracts in other sectors, such as the sale of Ciech or highway projects, illustrate why some agreements are not disclosed publicly without harming business credibility.
Płock District Prosecutor’s Office spokesperson Iwona Śmigielska-Kowalska told PAP that the investigation into the Orlen-Lotos merger began in 2022 following formal reports. The probe concerns alleged abuses of power and failures to fulfill duties by company leadership during merger negotiations, conditions setting, and share transactions with Saudi Aramco that allegedly caused significant damage to PKN Orlen, estimated at at least PLN 4 billion. The decision to initiate investigations was issued on January 22, with discussions planned to examine potential abuses by officials overseeing the merger, including the head of the Office of Competition and Consumer Protection.
The spokesperson explained that the inquiry followed notifications from several sources, including politicians, and that verification steps were taken to detail the related circumstances.
Historically, the merger involved a February 2018 letter of intent to transfer capital control from Lotos to Orlen, under the oversight of the Ministry of Energy. European Commission approval in June 2022 and subsequent merger terms by the boards followed, with final shareholder consent obtained in July 2022. Earlier steps in 2022 included corrective measures aligned with EC requirements, such as cross-border asset movements and share transactions with Saudi Aramco. Orlen indicated at the time that market conditions guided asset valuations, conducted by independent advisers and approved by both companies’ shareholders and the European Commission. It was noted that book value should not be treated as a proxy for market value, given market conditions at the time of the merger.
During a recent press conference, KO MP Agnieszka Pomaska stressed that the investigation signals potential material damage to PKN Orlen and suggested that informing the prosecutor’s office was just the beginning of broader scrutiny. She argued that the case should be pursued without political interference to ensure accountability and fuel security for the state and its economy. She framed the matter as a major stake for national interests and energy resilience at the borders.
Prime Minister Donald Tusk, asked whether an investigative committee should review the merger, suggested that while there may be valuable findings in reports from the Supreme Audit Office and secret services, a parliamentary inquiry might not be necessary. He argued that ongoing prosecution and a rapid audit could provide sufficient transparency and public clarity, potentially rendering a commission unnecessary. He emphasized the importance of allowing public access to information and avoiding speculation until audits and prosecutions are concluded.
The discussion around the Orlen-Lotos merger continues to unfold as authorities assess the impact on Poland’s energy security, market stability, and the balance between state influence and corporate governance. The evolving narrative highlights how investors, regulators, and policymakers weigh transparency, accountability, and strategic national interests in a complex, high-stakes sector. Observers note that the outcome could influence energy policy and governance frameworks for years to come.
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