Merger of ZUD with services companies

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”), Central Europe’s largest downstream oil company informs of the registration on 3 January 2005, by the District Court in Opole, of a merger of Zaklad Urzadzen Dystrybucyjnych Sp. z o.o., headquartered in Opole (transferee company), with the following companies (offeree companies):
-Serwis Katowice Sp. z o.o., headquartered in Katowice,
-Serwis Kedzierzyn - Kozle Sp. z o.o., headquartered in Kedzierzyn - Kozle,
-Serwis Kielce Sp. z o.o., headquartered in Kielce,
-Serwis Lodz Sp. z o.o., headquartered in Lodz,
-Serwis Rzeszow Sp. z o.o., headquartered in Rzeszow.
The merger is effected through the take-over of the total assets of the offeree companies by Zaklad Urzadzen Dystrybucyjnych Sp. z o.o. (merger by take-over).

In accordance with the above, the initial capital of Zaklad Urzadzen Dystrybucyjnych was increased by PLN 222,700, from PLN 6,536,500 to PLN 6,759,200 Shares in the increased capital, with a nominal value of PLN 50 each, were taken by the shareholders of the offeree companies according to the following exchange ratio:
- one share in Serwis Katowice Sp. z o.o. for 20.48 new shares of ZUD Sp. z o.o.
- one share in Kedzierzyn - Kozle Sp. z o.o. for 9.33 new shares of ZUD Sp. z o.o.
- one share in Serwis Lodz Sp. z o.o. for 7.24 new shares of ZUD Sp. z o.o.
- one share in Serwis Rzeszow Sp. z o.o. for 10.09 new shares of ZUD Sp. z o.o.
The above mentioned exchange ratios were calculated according to the value of the assets of the offeree companies as at 30 June 2004. Where there are fractional values, the stake of the shareholders of the offeree companies get rounded up, as long as the total amount is not greater than 10% of the balance value of the new shares. The number of shares given to each shareholder of offeree companies is set in relation to the shares they own, with the use of the above mentioned exchange ratio.

The merger of ZUD Sp. z o.o. and Serwis Kielce Sp. z o.o. was made in accordance with:
a) Article 515 § 1 of The Commercial Code, i.e. without the increase of the initial capital of the offeree company
b) Article 516 § 1 The Commercial Code, i.e.:
-without giving the shares of the transferee company,
-without defining in the merger plan the relation of the exchange of the shares, the rules of granting shares and defining the date of commencement of giving the shares of transferee company to the shareholders of offeree company.

As a result of this increase of the initial capital in Zaklad Urzadzen Dystrybucyjnych Sp. z o.o. PKN ORLEN’s stake decreased from 99.94% to 96.65%. After the registration of the merger and the increase of initial capital, the total number of shareholder votes of Zaklad Urzadzen Dystrybucyjnych Sp. z o.o. amounts to 135,184.

The registration of the merger Zaklad Urzadzen Dytrybucyjnych Sp. z o.o. with the companies: Serwis Katowice Sp. z o.o., Serwis Kedzierzyn - Kozle Sp. z o.o., Serwis Kielce Sp. z o.o., Serwis Lodz Sp. z o.o., Serwis Rzeszow Sp. z o.o., results in the cancellation of those companies from the registry.