Financial Performance

Selected items of the ORLEN Group’s consolidated financial statements [PLN million]

We did not publish any forecasts of the ORLEN Group’s financial performance for 2025, including forecast figures for the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position, or consolidated statement of cash flows. For information regarding the basis of preparation of the full-year consolidated financial statements and adjusted items, see The Consolidated Financial Statements of the ORLEN Group for 2025.

As at 31 December 2025, based on updated macroeconomic assumptions, we identified indicators of impairment requiring impairment testing under IAS 36 Impairment of assets. This assessment took into account measures and initiatives set out in our ORLEN 2035 strategy, and included a review of key projects in the Downstream segment, notably the New Chemistry project, the hydrocracking unit project at ORLEN Lietuva, the restructuring of Spolana, and an updated assessment of market conditions in the PVC sector. For the full methodology applied in impairment testing and details of the impairment losses recognised, see Section 12.6 to the Consolidated Financial Statements for 2025.

Discussion of the consolidated statement of profit or loss

Revenue

The ORLEN Group’s revenue for 2025 amounted to PLN 267,827 million, a decrease of PLN 27,059 million year on year. Poland accounted for 64% of the total. The other markets generating the highest revenue were Germany, with PLN 24,014 million, the Czech Republic, with PLN 17,118 million, and the Baltic states (Lithuania, Latvia and Estonia), with PLN 12,214 million. Revenue from the Austrian market was PLN 4,246 million. Other revenue, totalling PLN 37,253 million, comprised primarily sales to customers in the Netherlands, Ukraine, Switzerland, the United Kingdom, Hungary, Slovakia and Ireland.

As we operate in the area of natural resources and products derived from their processing, our revenue depends to a significant extent on global prices of relevant commodities and products. Another factor influencing the revenue level was production and sales volumes, which remained high across all of the Group’s business segments during the period under review.

In 2025 and 2024, we did not identify any major customer accounting individually for more than 10% of the ORLEN Group’s total revenue.

In 2025, more than 10% of the Group’s total revenue was generated from transactions executed on the Polish Power Exchange and cleared by the Commodity Clearing House (IRGiT).

Revenue by segment

Operating expenses

ORLEN Group’s operating expenses [PLN million]

In 2025, total operating expenses decreased by PLN 31,381 million year on year, to PLN -241,817 million.

The cost of raw materials and consumables used fell by PLN 25,657 million year on year, driven mainly by a USD 12/bbl year-on-year decline in crude oil prices and an appreciation of the Polish złoty against the US dollar by PLN 0.22.

Cost of gas was down by PLN 1,205 million year on year, chiefly as a result of lower gas consumption in technological processes as a result of production unit shutdowns. Unit prices of gas used for power generation at the CCGT plants also declined. Contracts for 2024 had been concluded in late 2023 in a high gas price environment, whereas contracting for 2025 took place under more stable market conditions.

The cost of goods for resale and materials sold rose by PLN 5,816 million year on year, reflecting an increase in volumes of goods purchased to perform commercial contracts as a result of lower availability of internally-manufactured products.

The cost of employee benefits rose by PLN 1,059 million year on year, driven by the need to maintain competitive pay levels in key operating segments and to implement pay rises agreed with employee organisations.

Taxes and charges were lower by PLN 14,820 million year on year, mainly due to the absence in 2025 of the effect of the PLN 15,417 million contribution to the Price Difference Compensation Fund recognised in 2024. At the same time, CO2 emission costs rose by PLN 915 million year on year, mainly due to a 13% increase in emission allowance prices.

LIFO-based EBITDA before impairment losses on non-current assets

EBITDA and LIFO-based EBITDA* after eliminating impairment losses [PLN million]

• The Group’s EBITDA in 2025 came in at PLN 24,200 million.
• The net effect of impairment losses on property, plant and equipment and intangible assets in 2025 was negative at PLN -16,277 million.
• The effect of oil price movements on inventory measurement reflected in EBITDA was PLN -1,053 million.
• As a result, for 2025 the ORLEN Group recorded LIFO-based EBITDA excluding impairment losses on non-current assets of PLN 41,530 million, up PLN 4,023 million year on year.

Drivers of LIFO-based EBITDA evolution year on year [PLN million]

Net finance income/(costs) and net profit/(loss)

Net finance costs for the period amounted to PLN 1,469 million, and included a loss on exercise and/or measurement of derivative instruments of PLN 277 million, net foreign exchange gain of PLN 152 million, and net other interest expense (including lease expense) of PLN -971 million.

ORLEN Group’s net profit for the 12 months ended 31 December 2025 totalled PLN 2,648 million after tax of PLN 6,365 million, which means an decrease of PLN 99 million year on year.

For detailed information on finance income and finance costs (Section 11.5) and income tax (Section 11.8), see the consolidated financial statements for 2025.

Discussion of the consolidated statement of financial position

For the complete consolidated statement of financial position, see the consolidated financial statements of the ORLEN Group for 2025.

As at 31 December 2025, the ORLEN Group’s total assets and total liabilities stood at PLN 265,048 million, up PLN 9,653 million (3.8%) compared with 31 December 2024.

Assets

Changes in selected items of consolidated assets [PLN million]

Property, plant and equipment represent the largest item within the ORLEN Group’s assets, amounting to PLN 142,380 million as at 31 December 2025. The year-on-year increase of PLN 741 million (0.5%) primarily reflected the execution of growth projects by the ORLEN Group.

The ORLEN Group’s current assets as at 31 December 2025 amounted to PLN 80,341 million, and were higher by PLN 11,798 million (17.2% year on year) relative to 31 December 2024. The largest increase was recorded in cash, which grew to PLN 26,445 million as at the end of 2025.

Equity and liabilities

Changes in selected items of consolidated equity and liabilities [PLN million]

As at the end of 2025, equity, which is the primary source of financing for the ORLEN Group’s assets, stood at PLN 144,543 million. It fell by PLN 2,207 million (1.5%) relative to the end of 2024, mainly as a result of a decrease in retained earnings, amounting to PLN 92,597 million as at the end of 2025.

Non-current liabilities were PLN 60,333 million as at the end of 2025, up by PLN 12,009 million, or 25.0% year on year. The increase was chiefly attributable to higher liabilities under bond issues, up by PLN 8,878 million year on year.

As at 31 December 2025, the ORLEN Group’s current liabilities stood at PLN 60,172 million, representing a decrease of PLN 149 million year on year. The key reason for this decrease was a year-on-year decline of PLN 842 million in short-term borrowings, and a lower amount of liabilities under short-term bonds, which went down by PLN 840 million year on year.

Discussion of the consolidated statement of cash flows

For the complete consolidated statement of cash flows, see the consolidated financial statements of the ORLEN Group for 2025.

Consolidated statement of cash flows [PLN million]

Net cash provided by operating activities in the 12 months ended 31 December 2025 amounted to PLN 47,220 million, up by PLN 10,586 million compared with 2024, mainly due to an increase in the amount of other adjustments: derivatives were higher by PLN 5,461 million year on year and mandatory reserves were higher by PLN 2,312 million year on year. Income tax paid during the 12 months ended 31 December 2025 totalled PLN 5,428 million.

Net cash used in investing activities in 2025 stood at PLN -30,717 million, primarily reflecting net expenditures of PLN -26,931 million on acquisitions and disposals of property, plant and equipment, intangible assets and right-of-use assets, as well as PLN -877 million expenditures on transactions involving the acquisition of control in subsidiaries.

Net cash used in financing activities in 2025 was PLN -1,181 million, and included chiefly dividends paid to ORLEN shareholders of PLN -6,967 million (PLN 6.00 per share), and net proceeds from borrowings of PLN -1,197 million, partly offset by proceeds from government grants of PLN 1,552 million.

Ater accounting for the effect of exchange differences, cash and cash increased by PLN 15,322 million in 2025, and stood at PLN 26,445 million as at 31 December 2025.

Key financial metrics

ORLEN Group’s liquidity, turnover, profitability and debt metrics in 2024–2025

Management of financial resources and liquidity at the ORLEN Group

Liquidity management

The ORLEN Group uses cash pool systems to effectively manage current liquidity and optimise finance costs within the Group. As at 31 December 2025, there were three cash pool systems in operation, managed by ORLEN, covering a total of 114 Group companies. The Group’s liquidity is monitored on an ongoing basis and managed centrally by ORLEN. In 2025, the level of cash was sufficient to settle liabilities on time. Surplus cash was invested primarily in bank deposits. Decisions regarding bank deposits are guided by the objective of maximising returns within predefined concentration limits per bank, and are based on ongoing assessments of each bank’s financial condition. Deposits were placed exclusively with banks holding a short-term deposit rating at investment grade level.

Working capital management

The ORLEN Group flexibly manages working capital in a changing macroeconomic environment, using a range of tools to optimise its level. Working capital management is governed by established procedures and policies on trade credit and debt collection, including debt limits and collateral. As part of its trade credit approval process, the Group assesses the creditworthiness of its counterparties based on financial analysis and/or current credit agency reports, as well as the counterparty’s track record. It then sets credit limits and, where justified, establishes appropriate collateral arrangements. The Group is also able to offset mutual receivables and utilises reverse factoring arrangements. Additionally, the Group periodically reviews the financial standing of its counterparties, including credit limit levels. Net working capital as at 31 December 2025 amounted to PLN 24,634 million, representing a decrease of PLN 3,529 million compared with the end of 2024.

Borrowings, bonds

In accordance with the objective set out in the ORLEN 2035 strategy, the ratio of consolidated net debt to EBITDA must not exceed 2.0 by 2030.

Gross debt structure and currency breakdown in 2025

The ORLEN Group engages banks with high credit ratings and strong market positions that also provide competitively priced banking services. This enables the Group to maintain a high standard of financing sources. In addition, the Group uses debt instruments with different characteristics, which further strengthens its liquidity position.

Breakdown of funding sources (gross debt) [PLN million]

Credit facility agreements of the ORLEN Group as at 31 December 2025 [above PLN 1 billion]

Project finance credit facility agreements of the ORLEN Group as at 31 December 2025 [above PLN 1 billion]

As a general rule, the ORLEN Group did not provide security for its borrowings. The few exceptions included:

• financing obtained by ORLEN Upstream Norway A.S, which carries standard collateral arrangements typical of reserve-based lending (RBL);
• financing provided to Baltic Power Sp. z o.o. under a project finance facility, which includes collateral arrangements customary for this type of financing;
• financing provided to CCGT Ostrołęka Sp. z o.o. under a project finance facility, which includes collateral arrangements customary for this type of financing;

Following ORLEN’s merger with PGNiG, the Group assumed a syndicated revolving credit facility of PLN 10,000 million. The facility is intended to finance the Group’s ongoing operations. The agreement expires in June 2026. As at 31 December 2025, the facility remained undrawn.

In October 2024, ORLEN entered into a credit facility agreement with a consortium of 16 banks, providing the Group with financing of EUR 2,000 million. The term of the agreement is five years, with the option to extend it twice by one year (on a 5+1+1 basis). The facility is a dual-currency instrument, available in EUR and USD, intended to finance ongoing operations. As at 31 December 2025, the facility remained undrawn.

The ORLEN Group also used bilateral credit facilities under agreements with CaixaBank SA Branch in Poland, Bank Pekao S.A., Bank Handlowy w Warszawie SA, BGK, and PKO BP S.A. The facilities are primarily intended to finance the ORLEN Group’s ongoing operations. As at 31 December 2025, the aggregate amount drawn under the bilateral facilities was PLN 140 million.

As at 31 December 2025, ORLEN had drawn the entire amount available under the agreement concluded with the European Investment Bank (“EBI”) in 2021, i.e. EUR 180 million, repayable in 2029. As at 31 December 2025, ENERGA had also drawn the entire amount available under the agreement with EBI of 2021, i.e. EUR 150 million, maturing in 2038. In November and December 2024, and in March 2025, ORLEN entered into three agreements with EBI for a total amount of PLN 3,500 million to finance a strategic project involving the development of the power grid, including RES connections, grid modernisation and smart-grid investments. As at 31 December 2025, the entire funding amount had been drawn. It is repayable in 2039 and 2040.

In 2023, Baltic Power Sp. z o.o. entered into credit facility agreements to finance its offshore wind farm project, comprising main investment tranches totalling EUR 3,579 million and auxiliary tranches of EUR 603 million and PLN 1,032 million. As at 31 December 2025, the company had drawn EUR 2,367 million under the main tranches, PLN 293 million under the auxiliary tranches, and EUR 150 million and PLN 72 million in the form of guarantees and letters of credit under the auxiliary tranches.

In 2023, CCGT Ostrołęka Sp. z o.o. signed credit facility agreements to finance the construction of a gas-fired power generating unit with the necessary ancillary infrastructure for a total amount of PLN 2,640 million, including a term loan facility of PLN 2,450 million and two revolving credit facilities: for the financing of the company’s operations (PLN 50 million) and VAT financing during the construction period (PLN 140 million). As at 31 December 2025, the amount drawn under this facility was PLN 702 million.

In February 2025, ENERGA Operator S.A. entered into an agreement on funding under the National Recovery and Resilience Plan. The initial funding amount of PLN 7,662 million was subsequently increased to PLN 9,378 million. As at 31 December 2025, the company had drawn PLN 1,494 million, to be repaid in 2050.

In October 2025, ORLEN signed agreements on funding under the National Recovery and Resilience Plan for up to PLN 1,800 million and EUR 397 million (PLN 1,678 million). As at 31 December 2025, no funds had been drawn and the full financing amount was not yet available.

In 2025, the financial ratios presented in this Report confirm ORLEN Group’s full capacity to meet payment obligations under its credit facility agreements and other arrangements with banks and financial institutions. For additional information on the ORLEN Group’s debt structure, see Note 12.8 to the consolidated financial statements for 2025.

As at 31 December 2025, the ORLEN Group had in place the following financing arrangements:

• PLN 4,000 million domestic unlisted bond programme established in 2006; bonds outstanding: Series D with a nominal value of PLN 1,000 million and Series E with a nominal value of PLN 2,000 million (ORLEN);
• EUR 5,000 million global medium term note (GMTN) programme; notes outstanding: Series A and Series B, each with a nominal value of EUR 500 million, Series C with a nominal value of USD 1,250 million, and Series D with a nominal value of EUR 600 million (ORLEN);
• Eurobond programme of ENERGA Finance AB; outstanding bonds worth EUR 300 million; subscription agreement and project finance agreement concluded between ENERGA S.A. and the European Investment Bank (EIB); bonds outstanding: subordinated bonds with a nominal value of EUR 125 million (ENERGA).

In December 2025, as part of the domestic unlisted bond programme ORLEN redeemed 5-year variable-rate corporate bonds with a nominal value of PLN 1,000 million (Series C), and issued sevenyear unsecured variable-rate corporate bonds with a nominal value of PLN 2,000 million (Series E). The interest rate on Series D bonds is contingent upon the ESG rating assigned by MSCI ESG Research (UK) Limited or any successor rating agency.

Proceeds from the bonds were allocated to general corporate purposes, including the achievement of the ESG objective defined as maintaining or improving the ESG rating assigned to ORLEN by MSCI ESG Research (UK) Limited as at the issuance date.

Outstanding series under ORLEN’s bond programmes, except for the Series D corporate bonds, were admitted to trading and are traded on the regulated Catalyst market of the Warsaw Stock Exchange.

On 20 January 2025, ORLEN converted its European medium term note (EMTN) programme into a global medium term note (GMTN) programme whereby bonds can be issued on the European and American markets.

To facilitate the issuance of eurobonds classified as green bonds, in 2021 ORLEN developed and published the Green Finance Framework, which sets out, among other things, the green objectives to be financed with the proceeds from Eurobond issuances. In June 2025, the Green Finance Framework was revised and it now satisfies the significant contribution criterion under the EU Taxonomy and complies with the Green Bond Principles and the Green Loan Principles. This was confirmed by a SQS2 score assigned by Moody’s in its Second Party Opinion issued in June 2025.

In January 2025, as part of the GMTN programme, ORLEN issued 10-year bonds with a nominal value of USD 1,250 million on the North American market (Series C). The bonds bear interest at a fixed rate of 6.00%.

In July 2025, as part of the GMTN programme, ORLEN issued seven-year green Eurobonds with a nominal value of EUR 600 million (Series D), bearing interest at a fixed rate of 3.625%.

As at the end of 2025, credit ratings assigned by Moody’s Investors Service and Fitch Ratings to the GMTN programme and related issuances remained unchanged, at A3 and BBB+, respectively.

Bond issuances within the ORLEN Group are eliminated as part of standard consolidation procedures. For details of bond issuances, see Note 12.8.3 to the consolidated financial statements for 2025.

Loans granted by the Parent to ORLEN Group companies under agreements in place as at 31 December 2025 [nominal value above PLN 1 billion]

On 31 December 2019, ENERGA entered into a long-term loan agreement with its subsidiary ENERGA Operator for PLN 4,900 million, including up to PLN 1,566 million for the refinancing of ENERGA Operator’s existing long-term bond liabilities to ENERGA, and up to PLN 3,334 million for the financing of the borrower’s investment programme implemented between 2020 and 2023. As at 31 December 2025, the amount drawn under the agreement was PLN 1,639 million. On 8 June 2021, ENERGA entered into a PLN 579 million long-term loan agreement with ENERGA OZE for the refinancing of ENERGA OZE’s long-term bond obligations to ENERGA. As at 31 December 2025, the amount drawn under the agreement was PLN 216 million.

The Parent’s borrowings from ORLEN Group companies under agreements in place as at 31 December 2025 [nominal value above PLN 1 billion]

As at 31 December 2025, ENERGA had outstanding borrowings from its subsidiary ENERGA Finance AB under two loan agreements entered into in March 2013 for a total amount of EUR 499 million, with a final maturity date of 27 February 2026. As at 31 December 2025, the amount drawn under these loans was EUR 110 million. In addition, as at 31 December 2025, EUR 100 million had been drawn under a EUR 200 million loan agreement entered into in June 2017, maturing on 28 February 2027.

As at 31 December 2025, the ORLEN Group’s off-balance-sheet liabilities arising from guarantees and sureties comprised:

• sureties and guarantees issued on behalf of subsidiaries in favour of third parties, totalling PLN 21,170 million;
• bank and insurance guarantees of PLN 8,948 million;
• guarantees issued in the ordinary course of business in respect of obligations to third parties, totalling PLN 4,845 million.

For more information on guarantees and sureties, see Section 14.1.4 to the consolidated financial statements for 2025.

Financial instruments are presented in Section 12.12 and bank borrowings in Section 12.9 to the consolidated financial statements for 2025.

Growth prospects in 2026

Planned 2026 capex [PLN billion]

In line with our strategy to 2035, in 2026 we will continue to implement investment projects across the ORLEN Group’s key business segments, building long-term value while taking into account market and regulatory conditions. The main projects and initiatives planned for 2026 are outlined below.

In the Upstream & Supply segment, exploration and production projects are planned in Norway and Poland, aimed at developing and maintaining the Group’s resource base.

Planned expenditure in Downstream will include spending on the New Chemistry monomer units in Płock (740 thousand tonnes of ethylene), the hydrocracking unit in Mažeikiai (expected to increase the share of high-margin products by 12 percentage points), the hydrocracked base oil unit in Gdańsk (400 thousand tonnes of Group 2 base oils annually), and the rapeseed oil pressing plant in Kętrzyn (200 thousand tonnes of oil annually for use in the production of low-carbon biofuels).

In the Energy segment, work will continue on the offshore wind farm projects in the Baltic sea: Baltic Power (1.2 GW) and Baltic East (1.0 GW). The electricity and gas networks will be expanded and modernised, while the following CCGT units will be constructed: Ostrołęka (745 MWe), Grudziądz (560 MWe), Grudziądz #2 (560 MWe) and Gdańsk (560 MWe). Solar PV farms will also be developed in Poland and Lithuania.

Plans for the Consumers & Products segment include further expansion and modernisation of the service station network, growth in non-fuel sales, and the development of alternative fuels infrastructure (e-mobility).

Financial condition of ORLEN S.A.

Selected items of ORLEN S.A.’s financial statements [PLN million]

ORLEN did not publish financial forecasts for 2025.

In 2025, the Company recognised revenue of PLN 43,607 million from sales of products and goods for resale to two customers, with revenue from each of them individually exceeding 10% of total revenue. In 2024, the Company recognised revenue of PLN 49,138 million from sales of products and goods for resale to a single customer, which individually accounted for more than 10% of total revenue. The revenue was mainly generated by the Downstream and Upstream & Supply segments. The customers were subsidiaries of ORLEN.

In 2025, more than 10% of the Company’s total revenue was generated from transactions executed on the Polish Power Exchange and cleared by the Commodity Clearing House (IRGiT).

In 2025 and 2024, ORLEN S.A. did not enter into any transactions with related parties other than on an arm’s length basis. For details of the Company’s transactions and balances with related parties, see Section 13.7.2 to the financial statements of ORLEN for 2025. Transactions between ORLEN and State Treasury-related entities are presented in Section 13.7.3.

LIFO-based EBITDA* after eliminating impairment losses [PLN million]

• ORLEN’s EBITDA for 2025 came in at PLN 10,610 million.
• The net effect of impairment losses on assets was PLN -5,615 million.
• The effect of oil price movements on inventory measurement reflected in EBITDA was PLN -901 million.
• As a result, for 2025 ORLEN S.A. recorded LIFO-based EBITDA excluding impairment losses om assets of PLN 17,126 million.

Drivers of LIFO-based EBITDA evolution (year on year) [PLN million]

Ratings

ORLEN is currently rated by two independent credit rating agencies: Fitch and Moody’s.

Both ratings assigned to the ORLEN Group are investment-grade. Moody’s has assigned an A3 rating with a stable outlook, while Fitch has assigned ratings of BBB+ and AA+(pol), also with a stable outlook, reflecting the Company’s strong and stable financial standing.

ORLEN credit ratings

Shares in ORLEN S.A.’s related entities reported as long-term investments – overview of financial data of the most significant entities