Sale of shares in NOM

Polski Koncern Naftowy ORLEN S.A. ('PKN ORLEN'), Central Europe's largest downstream oil company, announces that on 20 May 2003 the Supervisory Board passed a resolution approving execution of the sale option of PKN ORLEN's entire shareholding in Niezalezny Operator Międzystrefowy Sp z o.o in Warsaw ("NOM") of total par value PLN 84 m. The sale is being made by way of PKN ORLEN approving an offer from Polskie Sieci Elektroenergetyczne S.A. ("PSE") to exercise its option to buy PKN ORLEN's shareholding in NOM. This transaction has been carried out following the fulfillment of the conditions on consolidation and development relating to the telecommunication investments, under an agreement signed on 8 June 2000 between PKN ORLEN, PSE and Telekomunikacja Energetyczna Tel-Energo S.A.("Agreement").

At the same time PKN ORLEN announces that, on 20 May 2003, it accepted the offer from PSE, as described above, under which PKN ORLEN sold its shareholding in NOM to PSE for a total consideration of PLN 111,511,300.00 representing the par value of shares in NOM and an aggregated investment bonus, as specified in Agreement.

The shares sold represent 35% of NOM's equity and voting capital.