24.08.2005

ORLEN's application for permission to exercise voting rights in Unipetrol

PKN ORLEN applied for permission to exercise its voting rights in UNIPETROL.

PKN ORLEN filed an application to the Czech Securities Commission for a permission to exercise its voting rights attached to its shares in UNIPETROL. With regard to the upcoming Extraordinary General Meeting of UNIPETROL (EGM), PKN ORLEN wants to be able to protect its rights as a majority shareholder of UNIPETROL. According to Czech Law, the Securities Commission can issue such a permission.

- Although our voting rights have been suspended as a result of non-approval of our first mandatory tender offer (MTO), we consider the two issues to be separate ones. While on one hand we cooperate closely with the Commission to present an appropriate MTO to minority shareholders, on the other hand we are facing a threat resulting from a hostile attempt to make unjustifiable changes in the company. We believe that the Commission, with the same care as it examines the relevancy of our offer to the minority shareholders, will consider our arguments to permit ORLEN to exercise its voting rights in UNIPETROL in order to protect our rights as a majority shareholder of UNIPETROL - said Mr Cezary Smorszczewski, Chief Investment Officer of PKN ORLEN.

PKN ORLEN believes that if some of the proposals presented by ATLANTIK, finanční trhy – a.s., the shareholder requesting the convening of the EGM, are adopted at the EGM, it would be detrimental to UNIPETROL, its shareholders, employees and creditors. The changes of Articles of Association of UNIPETROL proposed by ATLANTIK would lead to the loss of ability to manage the company in accordance with modern rules of corporate governance and to integrate UNIPETROL effectively into its international business group.

PKN ORLEN is a serious long term investor in the Czech Republic and is currently investing important financial and human resources to strengthen the companies within the UNIPETROL Group and improve the competitiveness of the companies within the UNIPETROL and PKN ORLEN Groups. The goal of PKN ORLEN is to have a very solid presence in Central Europe in general and in the Czech Republic in particular. PKN ORLEN is convinced that the ongoing loss of voting rights of the controlling shareholder of UNIPETROL will prevent PKN ORLEN and UNIPETROL in reaching such goals in the short term and will put UNIPETROL in a vulnerable position towards third parties.

In addition, PKN ORLEN is convinced that such loss of voting rights of the controlling shareholder of UNIPETROL may neatively influence the preparation and implementation of the value creation program and ORLEN`s value enhancing equity story. It will also cause uncertainty not only within the UNIPETROL Group but also within the minority shareholders, its employees and the capital market in general.