The sale of Flexpol

The sale of Flexpol

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”), Central Europe’s largest downstream oil company, announces that on 28 July 2004 it sold all of its 9,600 shares in Flexpol Sp. z o.o. (“Flexpol”), based in Plock, to Przedsiebiorstwa Produkcyjno-Handlowego Gasior Sp. z o.o. (“PPH Gasior”) based in Bydgoszcz. These shares had a par value of PLN 500, representing 40% of the initial capital of Flexpol and the same number of votes at the general meeting. The book value of the shares is PLN 4,800,000. The sale price is PLN 7,200,000.

The sale was executed under a promissory contract signed between PKN ORLEN, Kety Group and PPH Gasior on 28 July 2004. The above mentioned contract took place as a result of the fulfilment of the preliminary contract (see also regulatory announcement no 24/2004 dated 22 April 2004).

There is no relationship between the managing or supervising persons of PKN ORLEN and the managing or supervising persons of PPH Gasior.

The promissory contract in respect of the sale of Flexpol’s shares was concluded as a result of the fulfilment of the last condition included in the preliminary contract, i.e. the sale by PKN ORLEN to PPH Gasior of both the devices/installation rented by Flexpol from PKN ORLEN for a price of PLN 26,108,000 and the real estate/property partially rented by Flexpol from PKN ORLEN for the price of PLN 12,932,000.

Flexpol specialises in bi-orientated polypropylene film production (OPP, BOPP).

Flexpol has paid a dividend of PLN 3 million to the current shareholders, of which PKN ORLEN received PLN 1.2 million.

About PKN ORLEN SA

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.