No. 12/2001  | 20-02-2001

Agreements with Silesia and PGNiG

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”), Central Europe’s largest downstream oil company, hereby announces that on 19 February 2001 Polski Koncern Naftowy ORLEN S.A. have signed following agreements:

1. With Towarzystwo Finansowe Silesia Sp. z o.o., based in Dąbrowa Górnicza - an agreement for the purchase of 2,100,000 inscribed shares of the founder’s capital in the company Zakłady Azotowe Anwil S.A. ‘(Anwil’), based in Włocławek. The shares represent 14% of the founder’s capital of Anwil and confers entitlement to 14 % of the total number of votes during the Anwil General Shareholders Assembly.

2. With Polskie Górnictwo Naftowe i Gazownictwo S.A., based in Warszawa - agreement for purchase of 1,869,879 inscribed shares of the founder’s capital in the company Zakłady Azotowe Anwil S.A. (‘Anwil’), based in Włocławek. The shares represent 12.47% of the founder’s capital of Anwil and confers entitlement to 12.47 % of the total number of votes during the Anwil General Shareholders Assembly.

Ownership of the stock will be completed once the following have been obtained:

1. Approval of the General Shareholders Assembly.

2. Accord of the President of the Office for Protection of Competition and Consumers.

Exercising the rights of ownership agreements described above will result in PKN ORLEN exceeding the threshold level of 50% in the founder’s capital of Anwil.

The total consideration for the two transactions described above amounts to PLN 94,327,701. Until recently PKN ORLEN S.A. owned 38.5% of the issued share capital Anwil. Anwil is the largest producer of PVC and the second largest producer of nitrogen fertilizer. Anwil is one of the largest buyers of ethylene from PKN ORLEN’s Plock refinery.