12.01.2004

Preliminary tender offer for Unipetrol

Polski Koncern Naftowy ORLEN S.A., Poland's leading refiner, producer and distributor of oils and petroleum fuels, today submitted a preliminary tender offer for acquisition of 62.99% in the share capital of Unipetrol, a.s., the leading Czech oil and petrochemicals group and the purchase of the receivables of Česká konsolidační agentura towards certain entities directly or indirectly owned by Unipetrol, a.s., as well as for the purchase of part of the share capital of Spolana, a.s., currently being held by ČKA (collectively the "ČKA Assets"). Shares and Assets of ČKA are being offered for sale by the National Property Fund of the Czech Republic in a competitive tender.

As an experienced refiner, producer and distributor of oils and petroleum fuels that pursues the highest commercial, industrial, social and environmental standards, PKN ORLEN is confident that it would be the appropriate strategic partner for Unipetrol,a.s. delivering an unbeatable mix of financial resources, industrial know-how and long-term commitment that would benefit all stakeholders in Unipetrol, a.s.

PKN ORLEN proposed the indicative price of purchase of Shares and Assets of ČKA in the offer based on the review of the available information at this stage. The Company expects that in the next phase of the project, it will have the opportunity to carry out legal, financial, environmental and technical due diligence which would allow it to properly assess the value of Unipetrol, a.s. and other rights and obligations related to privatization process. The price in the final offer for the acquisition of Unipetrol shares and Assets of ČKA may, therefore, be appropriately adjusted.

Janusz Wiśniewski, Vice President, Production and Development of PKN ORLEN SA says : "The sale of Unipetrol , a.s. by the Czech authorities presents PKN ORLEN with an outstanding opportunity consistent with its strategy for regional expansion and we have, therefore, submitted what we believe to be an attractive and serious offer to the shareholders of Unipetrol, a.s. PKN ORLEN is confident that we can deliver substantial growth and financial stability to Unipetrol, a.s. We look forward with confidence to the conclusion of the tender process, and to co-operating with our new Czech partners."

With reference to the above project, PKN ORLEN entered into agreements with Agrofert Holding a.s and ConocoPhillips Central and Eastern Europe Holdings BV, in which the parties expressed their intention to co-operate over the tender and acquisition of the stake in Unipetrol, a.s.

PKN ORLEN is being advised by Credit Suisse First Boston, BRE Corporate Finance, Bank Handlowy w Warszawie, Citibank, Dewey Ballentine and Ernst & Young.

For further information please contact:

Mr Joe Cook
Cook Communications
joe.cook@cook-comm.com
Rytirska 8
110 00
Prague 1
Czech Republic


Mobile: 00. 420. 602. 683 230
Fax: 00. 420. 224 233 309
Phone: 00. 420. 224 234 559 /8/7


Note for editors:
Distributed on behalf of Polski Naftowy Koncern ORLEN S.A. by Cook Communication