An indicative offer for 62.99% of UNIPETROL

Polski Koncern Naftowy ORLEN S.A. Central Europe's largest downstream oil company ("PKN ORLEN") informs that on January 12, 2004 PKN ORLEN submitted, in response to the announcement of the National Property Fund of the Czech Republic dated November 3, 2003, published November 6, 2003, an indicative offer (the "Offer") for the acquisition of 62.99% of the share capital of UNIPETROL, a.s., a company operating in the Czech oil sector ("UNIPETROL"), and the purchase of the receivables of Česká konsolidační agentura ("ČKA") towards certain entities directly or indirectly owned by UNIPETROL, as well as for the potential purchase of 9.76% of the share capital of SPOLANA, a.s., currently being held by ČKA (collectively the "ČKA Assets").

PKN ORLEN proposed the indicative price in the Offer based on the review of the limited information and data received at this stage. PKN ORLEN expects that in the next phase of the above-mentioned project, it will have the opportunity to carry out legal, financial, environmental and technical due diligence which would allow it to properly assess the value of UNIPETROL and other rights and obligations related to privatization process. The price in the final offer for the acquisition of UNIPETROL shares and ČKA Assets may be, therefore, appropriately adjusted.

The Offer represents an early stage in the discussions and is a non-binding document confirming PKN ORLEN's interest in the privatization process of UNIPETROL.

The Offer is part of PKN ORLEN's strategy to be on the forefront of consolidation process in Central European downstream.

The acquisition of UNIPETROL is one of the next significant steps in PKN's strategy, as it represents a perfect opportunity for PKN ORLEN to: (i) to expand its geographic presence, (ii) enter the attractive Czech market and (iii) strengthen its position in Southern Poland. PKN ORLEN views itself as a long-term and strategic investor and regional consolidator in the key refining and retail distribution assets of UNIPETROL, while it has also signed a cooperation agreement with AGROFERT HOLDING, a.s. which contemplates divestiture of the UNIPETROL assets not view as core to PKN ORLEN's business. Moreover, as PKN ORLEN informed in current report dated as of January 8 2004, PKN ORLEN and ConocoPhillips Central and Eastern Europe Holdings B.V. with its registered office in Rotterdam, the Netherlands, have signed the Memorandum of Understanding wherein they expressed their intention to co-operate in the privatization process of UNIPETROL.

About PKN ORLEN

PKN ORLEN S.A. is one of the largest companies in Central & Eastern Europe, with listings on the Warsaw and London Stock Exchanges, and trading on the OTC market in the U.S.A. It is Poland's largest refiner of crude oil and marketer of world-class petroleum and related products. It has a substantial wholesale and retail distribution system that includes the largest network of service stations in Poland. It also has significant financial investments in the telecommunications sector in Poland.