Registration of the capital increase in Basell Orlen Polyolefins

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe's largest downstream oil company, informs of the registration on 21 May 2003 by a District Court in Warsaw of the initial capital increase in Basell Orlen Polyolefins Sp. z o.o. - ("Basell Orlen Polyolefins"), based in Plock - formerly acting under the name of Poliolefiny Polska Sp. z o.o. As a result of the registration of the Basell Orlen Polyolefins capital increase PKN ORLEN acquired financial assets of significant value in the form of a stake in the initial capital of this company.

The initial capital of Basell Orlen Polyolefins was raised by PLN 907,348,000.00 from the amount of PLN 50,000.00 up to the amount of PLN 907,398,000.00 by the creation of 1,814,696 new shares with a par value of PLN 500 each. Of the increased initial capital (i) 907,298 new shares were subscribed for by PKN ORLEN in exchange for its contribution in-kind, in particular working capital, real estate, installations and equipment, used for the production and distribution of polyolefins, with a total value PLN 453,649,350.00, and (ii) 907,398 new shares were subscribed for by Basell Europe Holdings B.V. in exchange for a cash contribution of total value PLN 453,699,350.00. All 1,814,796 shares are voting shares. As a result of the capital increase, PKN ORLEN and Basell Europe Holdings B.V. own 50% in the initial capital of Basell Orlen Polyolefins, i.e. 907,398 shares representing the same number of votes at the general meeting of shareholders.

The book value of assets contributed in cash by PKN ORLEN into the initial capital of Basell Orlen Polyolefins totals PLN 229,197.6 thousand.

The Management Board of Basell Orlen Polyolefins consists of 4 persons, two of whom were PKN ORLEN employees and two are employed by the Basell capital group.

The Supervisory Board of Basell Orlen Polyolefins consists of 4 persons, two of which are members of the Management Board of PKN ORLEN, and the other two have been appointed by Basell Europe Holdings B.V. PKN ORLEN and Basell Europe Holdings B.V., the company representing Basell capital group, shall be acting under provisions of, and their co-operation shall be governed by, a Joint-Venture Agreement signed on 30 September 2002, which the part of, under provision of the access agreement signed 28 February 2003, is also Basell Orlen Polyolefins.

The acquisition of shares in the increased initial capital is classified as a long-term investment of PKN ORLEN.