PKN ORLEN purchased the Unipetrol shares

Polski Koncern Naftowy ORLEN S.A. („PKN ORLEN”), Central Europe’s largest downstream oil company, announces that PKN ORLEN on May, 24 2005 purchased:

- 114,224,038 bearer shares of Unipetrol a.s (“Unipetrol Shares”)., each having a nominal value of CZK 100 and representing approximately 62.99% of all issued and outstanding shares of Unipetrol, a.s (“Unipetrol”) for a total of CZK 11,303,886,660 (PLN c.a. 1,562,197,136 as of May 23, 2005).
- 745,000 bearer shares of Spolana a.s (“Spolana Shares”)., each having a nominal value of CZK 655, and representing 9.76% of the share capital of Spolana a.s., for a total of CZK 1.0 million (PLN c.a.138,200 as of May 23, 2005),
- receivables towards some of the companies of the Unipetrol Group (“Receivables”) with a nominal value of approx. CZK 3.1 billion, EUR 9.5 million and USD 4.9 million, as of April 1, 2004, for approx. CZK 1.7 billion (PLN c.a. 234,940,000 as of May 23, 2005).

PKN ORLEN purchased the Unipetrol Shares under an agreement signed with the National Property Fund of the Czech Republic (“NPF”). The purchase was executed by way of the registration on May 24, 2005 of these shares on PKN ORLEN’s securities account as a result of an over the counter transaction settlement.

NPF is a Czech government privatisation agency.

PKN ORLEN purchased the Spolana Shares and Receivables under agreements signed on June 4, 2004 with Ceska Konsolidacni Agentura (“CKA”). The purchase of Spolana Shares was executed by way of the registration on May 24, 2005. of these shares on PKN ORLEN’s securities account as a result of an over the counter transaction settlement. The purchase of the Receivables was executed by way of signing the disposal agreements on May 24, 2005.

CKA is a Czech government restructuring agency.

No relationship exists between PKN ORLEN and the managing or supervisory persons of PKN ORLEN and FMN and CKA.

The financial resources necessary to acquire the Unipetrol Shares, Spolana Shares, and Receivables, are sourced 90% from internal funds and 10% from PKN’s currently available credit limit.

The purchase of Unipetrol Shares and Spolana shares is a long-term investment for PKN ORLEN.

This transaction strengthens PKN ORLEN's position as a one of the leading Central and East European downstream oil and petrochemicals players, and further demonstrates that PKN ORLEN is spearheading consolidation in the region.

Following the acquisition of NPF’s stake in Unipetrol, and in accordance with Czech law, PKN ORLEN will launch a mandatory tender offer to acquire the interests of minority shareholders in Unipetrol a.s. and its listed subsidiaries (Spolana a.s and Paramo a.s.).

The intention of PKN ORLEN is to conduct a restructuring of the Unipetrol Group. The general concept of this restructuring was published in regulatory announcement no 41/2004, dated June 4, 2004.

Before the above-mentioned acquisition of the Unipetrol and Spolana shares PKN ORLEN did not have any stake in either Unipetrol or Spolana.