Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 2 January 2008, it was informed that the District Court in Warsaw (Poland) has registered a company, ORLEN Transport, a joint stock company headquartered in Plock (“ORLEN Transport”). PKN ORLEN has acquired 65,460,141 shares in ORLEN Transport, with a par value PLN 1 of each share, representing approximately 97.61% of the initial capital of ORLEN Transport, and representing 97.61% of votes at the general meeting of shareholders of ORLEN Transport.
ORLEN Transport has been created as result of merger of six following PKN ORLEN’s subsidiaries: ORLEN Transport Plock Sp. z o.o., ORLEN Transport Kedzierzyn-Kozle Sp. z o.o., ORLEN Transport Nowa Sol Sp. z o.o., ORLEN Transport Szczecin Sp. z o.o., ORLEN Transport Slupsk Sp. z o.o., ORLEN Transport Olsztyn Sp. z o.o.
The shares in ORLEN Transport have been acquired by PKN ORLEN in the following manner:
1) 28,593,862 ORLEN Transport shares
• for 51,566 shares in ORLEN Transport Plock Sp. z o.o. with a par value PLN 500 per share, representing approximately 98.60% of the initial capital and the same percentage of votes at the general meeting of ORLEN Transport Plock Sp. z o.o.
• the book value of ORLEN Plock Sp. z o.o. shares in PKN ORLEN books, as of the day of merger, amounted to PLN 25,782,750.06.
2) 7,674,386 ORLEN Transport shares
• for 18,875 shares in ORLEN Transport Kedzierzyn-Kozle Sp. z o.o., with a par value PLN 500 per share, representing approximately 94.29% of the initial capital and the same percentage of votes at the general meeting of ORLEN Transport Kedzierzyn-Kozle Sp. z o.o.
• the book value of ORLEN Kedzierzyn-Kozle Sp. z o.o. shares in PKN ORLEN books, as of the day of merger, amounted to PLN 5,000,000.35 PLN.
3) 11,319,360 ORLEN Transport shares
• for 19,535 shares in ORLEN Transport Nowa Sol Sp. z o.o., with a par value PLN 500 per share, representing approximately 99.19% of the initial capital and the same percentage of votes at the general meeting of ORLEN Transport Nowa Sol Sp. z o.o.
• the book value of ORLEN Transport Nowa Sol Sp. z o.o. shares in PKN ORLEN books, as of the day of merger, amounted to PLN 9,766,563.10 PLN.
4) 2,488,959 ORLEN Transport shares
• for 34,086 shares in ORLEN Transport Szczecin Sp. z o.o., with a par value PLN 100 per share, representing approximately 99.56% of the initial capital and the same percentage of votes at the general meeting of ORLEN Transport Szczecin Sp. z o.o.
• the book value of ORLEN Transport Szczecin Sp. z o.o. shares in PKN ORLEN books, as of the day of merger, amounted to PLN 3,200,000 PLN.
5) 8,518,163 ORLEN Transport shares
• for 83,898 shares in ORLEN Transport Slupsk Sp. z o.o., with a par value PLN 100 per share, representing approximately 97.06% of the initial capital and the same percentage of votes at the general meeting of ORLEN Transport Slupsk Sp. z o.o.
• the book value of ORLEN Transport Slupsk Sp. z o.o. shares in PKN ORLEN books, as of the day of merger, amounted to PLN 7,599,999.89 PLN.
6) 6,865,411 ORLEN Transport shares
• for 80,316 shares in ORLEN Transport Olsztyn Sp. z o.o., with a par value 100 PLN per share, representing approximately 94.90% of the initial capital and the same percentage of votes at the general meeting of ORLEN Transport Olsztyn Sp. z o.o.
• the book value of ORLEN Transport Olsztyn Sp. z o.o. shares in PKN ORLEN books, as of the day of merger, amounted to PLN 5,500,000.28 PLN.
The main business activities of ORLEN Transport concerns the road transport of goods with the use of special vehicles, including fuel transportation.
Improvement of economical performance of the assets of the six merged companies is expected as the result of merger. PKN ORLEN’s investment in ORLEN Transport is regarded as long-term.
The Supervisory Board of ORLEN Transport consists of 4 members, employed by PKN ORLEN (including one of the Members of the PKN ORLEN Management Board). The Management Board of ORLEN Transport consists of 4 members, all of whom have been up until now employees of PKN ORLEN subsidiaries.
As the purchased shares in ORLEN Transport represent approximately 97.61% of the registered capital of ORLEN Transport, they are significant assets in accordance with par. 2 section 1 point 52 and section 5 of the Polish Regulation of the Minister of Finance dated 19 October 2005, on current and periodic information to be published by issuers of securities.