Fulfilment of conditions for the JV Agreement

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe's largest downstream oil company, announces that it has today received information of the signing by a group of international banks (The Bank of Tokyo-Mitsubishi Ltd., KBC Finance Ireland and Societe Generale) of a mandate and underwriting letter setting out the conditions upon which the above-mentioned banks are ready to secure financial resources for a joint-venture company to be established between PKN ORLEN S.A. and Basell Europe Holdings B.V. (Basell). The two loans, which are still subject to the signing of the relevant individual loan agreements (not later than by 31st May 2003), will be utilised for the undertakings of the joint-venture, which are mainly for the construction of new polyolefin plants. Contractual terms and conditions for the construction of the new plants had been signed prior to the signing of a mandate and underwriting letter

The signing of the mandate and underwriting letter by the above-mentioned banks fulfils the last remaining condition as set out in the JV Agreement signed on 30th September 2002 between PKN ORLEN S.A. and Basell. In the light of the above PKN ORLEN S.A. is pleased to inform that all the conditions mentioned in the JV Agreement have now been fulfilled.

The transaction is planned to be closed on 28th February 2003. On that day, the relevant documents will signed resulting in:
an increase in the initial capital of Poliolefiny Polska Sp. z o.o., a limited liability company that will constitute the base upon which the JV with Basell will be created;
amendments to the Poliolefiny Polska Sp.z o.o. Agreement;
the contribution by PKN ORLEN S.A. of an independent operating unit of PKN ORLEN S.A. to the initial capital of Poliolefiny Polska Sp. z o.o.;
the contribution of cash by Basell to the initial capital of Poliolefiny Polska Sp. z o.o.;
the entering into of relevant supplementary agreements, including commercial agreements.
The completion of the above undertakings on 28th February 2003 will allow the JV to commence its polyolefin production and distribution operations on 1st March 2003.