Sale of shares in AWSA Holland II B.V.

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”), Central Europe’s largest downstream oil company, announces that on 27 February 2006 it signed an agreement with Kulczyk Holding S.A. („Kulczyk Holding”) for the sale to Kulczyk Holding of 165,924 shares in Dutch company AWSA Holland II B.V. (Sale Agreement). The Sale Agreement is a result of PKN ORLEN exercising an option to sell the shares that was set out in the Supplementary Agreement signed on 14 November 2002. The shares sold by PKN ORLEN represent 9.218% of the initial capital of AWSA Holland II B.V. As payment for the AWSA Holland II B.V. shares, Kulczyk Holding has transferred PLN 73.006.560 to the bank account of PKN ORLEN. Transfer of the ownership of AWSA Holland II B.V. shares sold by PKN ORLEN to Kulczyk Holding will occur after signing the Agreement of Shares Disposal. The Agreement of Shares Disposal will be signed after the conditions mentioned in the Sale Agreement are fulfilled, in particular the condition regarding approval by the shareholders of AWSA Holland II B.V., on 28 July 2006 at the very latest.

In accordance with the Supplementary Agreement dated 14 November 2002 signed by PKN ORLEN and Kulczyk Holding, in the event of the sale of the AWSA Holland II B.V. shares by PKN ORLEN, Kulczyk Holding is obliged to get all approvals and to take over all liabilities of PKN ORLEN, that PKN ORLEN made or assumed due to it being a shareholder of AWSA Holland S.A. II B.V.
AWSA Holland II B.V. is the sole partner of AWSA Holland I B.V., a Dutch company holding a 98.85 per cent stake in Autostrada Wielkopolska SA.

See also regulatory announcements: no 81/2002 dated 20 September 2002, no 94/2002 dated 25 October 2002, no 101/2002 dated 15 November 2002, no 108/2002 dated 11 December 2002.