04.11.2005

PKN ORLEN completed purchase of UNIPETROL

Today PKN ORLEN has added an additional CZK 1.645 bln, ie. 14.55%, to the initial price paid for the controlling stake in the Czech Unipetrol. The transaction marks a completion of the purchase of 62.99% of Unipetrol. The final price was calculated upon the adjustment option as set down in the Agreement between PKN ORLEN and the National Property Fund (NPF).

The extra amount results from the price adjustment option amounting to a maximum 15% uplift in case of Unipetrol’s assets value growth. The additional amount was calculated by an extraordinary audit from an independent auditor and resulted in CZK 1.645 bln, which is a difference between assets as of end of 2003 and May 2005. The mutually approved additional price closes the privatization process of the 62.99% of Unipetrol.

The major portion of the Unipetrol privatization took place over the last two years – in June 2004 PKN ORLEN and NPF entered into an agreement for the purchase of the stake, and in May 2005 PKN ORLEN acquired almost 63% shares for CZK 11.303.886.660. Together with the additional amount the total price for almost 63% of Unipetrol equaled CZK 12.949.203.475.

In October 2005 PKN ORLEN officially completed the process of a mandatory offer tender for shares issued by UNIPETROL, a.s., PARAMO, a.s. and SPOLANA a.s. In accordance to the report provided to PKN ORLEN by Patria Finance a.s., the broker house carrying out the MTO process, the minority shareholders subscribed as follows:

-for the sale of 49 660 Paramo a.s. shares, standing for 3.7% of initial capital of that Company,

-for the sale of 277 671 Spolana a.s. shares, standing for 3.6% of initial capital of that Company,

-for the sale of 2 461 Unipetrol a.s. shares, standing for, 0,0014 % of initial capital of that Company.

The total value of the subscribed shares amounts to CZK 91.97 m, i.e. ca. PLN 12 m based on CZK/PLN average exchange rate as of October 14th, 2005, as stated by National Bank of Poland.