ORLEN Medica initial capital decrease

Regulatory announcement no 75/2005 dated 12th December 2005

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe’s largest downstream oil company, informs of the registration on 29 November 2005 of a decrease in the initial capital of ORLEN Medica Sp. z o.o. (“ORLEN Medica”), based in Plock, by a District Court in Warsaw (Poland). The initial capital of ORLEN Medica was reduced from PLN 13,273,000.00 to PLN 8,991,500.00. Decrease of the initial capital of ORLEN Medica was made through the remission of 8,563 shares, of nominal value of one share of PLN 500.00. The remission of shares was made without remuneration what was accepted by the shareholder-founder - PKN ORLEN.

The initial capital was reduced to cover the net loss of ORLEN Medica for the financial year 2004. The loss was made as a result of the asset revaluation following the change of the applied accounting standards – from the Polish Accounting Standards to the International Accounting Standards.

After an initial capital decrease, the capital structure of ORLEN Medica comprises of 17,983 shares. Nominal value of one share amounts to PLN 500.00.
PKN ORLEN holds 100% of the shares of ORLEN Medica, of total nominal value of PLN 8,991,500.00.

After an initial capital decrease the total number of votes of the General Meeting of Shareholders of ORLEN Medica amounts to 17,983 shares, so each share entitles a single vote at the general meeting of shareholders.

The amount of the initial capital change of ORLEN Medica amounts to PLN 4,281,500.00, i. e. ca. EUR 1 053 933,64 based on a EUR/PLN average exchange rate of 4.0624 as of June 17th, 2005, (day of passing the resolution regarding the change of initial capital by the General Meeting of Shareholders) as quoted by the National Bank of Poland, and is greater than EUR 500,000.