PKN ORLEN subsidiary initial capital increase

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe’s largest downstream oil company, informs of the registration on 23 February 2006 of an increase in the initial capital of PKN ORLEN subsidiary - Plocki Park Przemyslowo – Technologiczny Spolka Akcyjna („PPPT”), based in Plock, by a District Court in Warsaw (Poland). The initial capital of PPPT was increased from PLN 8.230.430 to PLN 15.460.860, i.e. by PLN 7.230.430. This was covered by a private placement of 723.043 registered series “C” shares having preference to 2 votes per one share, owned by the shareholder-founder PKN ORLEN.

Series no: series “C”
Nominal value of one share amounts to PLN 10

Value of newly issued shares covered by cash contribution: PLN 5,216,141
Value of newly issued shares covered by non-cash contribution: PLN 2,014,289

The book value of the non-cash contribution assets amounted to PLN 1 454 300 in the books of PKN ORLEN.

After an initial capital increase, the capital structure of PPPT comprises of:
Shareholder - founder Miasto Plock – PLN 7,730,430.00 – 50%
Shareholder - founder PKN ORLEN – PLN 7,730,430.00 – 50%

After an initial capital increase, the total number of votes of the General Meeting of Shareholders of PPPT in relation to the total number of shares issued amounts to 3 092 172.

The amount of the initial capital change of PPPT amounts to PLN 7,230,430, i. e. ca. EUR 1 880 183 based on a EUR/PLN average exchange rate of 3.8456 as of December 15th, 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.

At the same time the Extraordinary General Meeting of PPPT, held on 15 December 2005 in Plock (motion no 7/4/2005), decided to increase the initial capital of PPPT by PLN 10,000,000, to PLN 25.460.860, by a private placement of 1.000.000 registered series “D” shares, having preference to 2 votes per one share, of nominal value PLN 10 per one share. The new issue will be owned by two shareholders-founders PKN ORLEN and Miasto Plock (municipal Plock) in the equal parts, 500,000 shares for each shareholder.