PKN ORLEN has purchased additional part of Polkomtel shares
No. 114/ 2008  | 18-12-2008

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”) announces that on 18 December 2008, a transaction was settled in which PKN ORLEN purchased from TDC Mobile International A/S (TDC A/S) (“TDC”) shares in Polkomtel in accordance with the agreement on the acceptance of the offer and conditional transfer of shares in Polkomtel dated 10 March 2006 executed by KGHM Polska Miedz S.A., PKN ORLEN, Polskie Sieci Elektroenergetyczne S.A.(currently PGE Polska Grupa Energetyczna S.A.) and WĘGLOKOKS S.A. („Polish Shareholders”) as purchasers and TDC Mobile International A/S (currently TDC) as the seller.

As a result of the transaction settlement PKN ORLEN has purchased 980 486 ordinary registered shares of Polkomtel S.A., with nominal value of PLN 100 per share, representing approximately 4.78% of registered capital of Polkomtel S.A., at a price of EUR 180.50 (i.e. PLN 753.41 based on EUR/PLN average exchange rate as of 18 December 2008, stated by National Bank of Poland) per share, i.e. at the total price of EUR 176 977 723 (i.e. PLN 738 705 016 based on EUR/PLN average exchange rate as of 18 December 2008, stated by National Bank of Poland). The price for Polkomtel S.A. shares purchased by PKN ORLEN has been covered in cash. The book value of Polkomtel S.A. shares purchased by PKN ORLEN in the PKN ORLEN books will be equal to their purchase price including costs of transaction. After the transaction settlement PKN ORLEN holds 24.39% of registered capital of Polkomtel S.A.

Other Polkomtel S.A. shareholders (including Vodafone Americas Inc. through Vodafone International Holdings B.V., company from the Vodafone Group) also purchased today shares in Polkomtel belonging to TDC. In total they purchased from TDC, including the amount of shares purchased by PKN ORLEN, 4 019 780 ordinary registered shares in Polkomtel, in the proportion equal to the percentage of shares belonging to each of the Polkomtel shareholder.

Polish Shareholders, i.e. KGHM Polska Miedz S.A., PKN ORLEN, PGE Polska Grupa Energetyczna S.A. and WĘGLOKOKS S.A. currently hold in total over 75% of registered capital of Polkomtel S.A.

On 10 March 2006 Polish Shareholders have signed the agreement on the purchase of shares in Polkomtel S.A. from TDC Mobile International A/S and taking joint actions aimed at disposing of all shares held in Polkomtel. According to this Agreement KGHM Polska Miedz S.A., PKN ORLEN, Polskie Sieci Elektroenergetyczne S.A. (currently PGE Polska Grupa Energetyczna S.A.) and WĘGLOKOKS S.A. agreed to take actions aimed at elaborating the way of disposal of all shares held by them in Polkomtel. PKN ORLEN’s intension is to dispose all shares held by it in Polkomtel.

See also: regulatory announcement no 17/2006 dated 10 March 2006 and regulatory announcement no 102/2008 dated 21 November 2008.


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