26.03.2009

Agreement with the Lithuanian Government over Mazeikiu Nafta

PKN ORLEN S.A. informs that on March 26th 2009 it completed the letter describing the conditions of execution of the agreement dated June 9th 2006 concerning the sale option of the AB Mazeikiu Nafta shares owned by the Republic of Lithuania.

According to the agreement the government of the Republic of Lithuania became authorised to sell 70 750 000 shares of AB Mazeikiu Nafta with the nominal value of 1 LTL each representing about 9,98 % of the AB Mazeikiu Nafta share capital on the benefit of PKN ORLEN. The option was to be valid for a period of 5 years starting from the day of the acquisition of shares representing 30,66% from the government of the Republic of Lithuania. The total price for all the option shares amounts to 284,45 million USD (4,0205 USD for one share).

According to the provisions of the signed letter, PKN ORLEN will immediately perform the transfer of 20% of the price for the shares of AB Mazeikiu Nafta which is 56,89 million USD to the proprietary bank account. The remaining amount will be paid until April 30th 2009 and will be increased by the interest indicated in the shares option agreement calculated according to the 6 month LIBOR rate in USD. In consequence the transaction and the transfer of the shares of AB Mazeikiu Nafta on the benefit of PKN ORLEN will be concluded until April 30th 2009.

On March 26th 2009 PKN ORLEN owns AB Mazeikiu Nafta shares representing 90,02% of its share capital. In case of the execution of the shares sale option PKN ORLEN will own the number of shares of AB Mazeikiu Nafta representing 100% of its share capital.

In May 2006 PKN ORLEN acquired 53,70% of Lithuanian Mazeikiu Nafta refinery shares from Yukos International UK B.V. In June 2006 PKN ORLEN concluded the shares sale agreement of 30,66% shares of the refinery constituting the part of the government package with the Minister of Economy (is this the correct title??) of the Republic of Lithuania. According to the agreement after the execution of transaction the government of Lithuania will own about 10% of Mazeikiu Nafta shares.

AB Mazeikiu Nafta is the biggest refinery in the Baltic countries with the maximum capacity of 10 million tons per year. The company is the owner and the operator of the petrol pipelines system as well as the refinery products in Lithuania. AB Mazeikiu Nafta is also the owner of the import-export terminal of the Baltic sea trans-shipment (Butinga Terminal).