No. 19/2006  | 21-03-2006

PKN ORLEN subsidiary shares purchase

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe’s largest downstream oil company, informs that on the 20th March 2006, on the base of Sales Agreement signed with BGW Sp. z o.o., headquartered in Poznan, (“Agreement”) it purchased 8,549 shares in PKN ORLEN subsidiary - ORLEN PetroZachod Sp. z o.o. headquartered in Poznan. The purchased shares represent 48.17% of the initial capital of ORLEN PetroZachod Sp. z o.o. and also 48.17% of votes at shareholders’ meeting of ORLEN PetroZachod Sp. z o.o. Nominal value of one purchased share amounts to PLN 1.000. The whole payment for shares was made in cash. Price for the purchased shares amounted to PLN 21,011,765 with the reservation of price adjustment increasing the price by not greater than PLN 3.000.000. The price adjustment depends on the fulfilling the conditions mentioned in the Agreement. The book value of the purchased shares in the PKN ORLEN books is equal to the price of purchase.

As a result of the above mentioned transaction PKN ORLEN becomes the sole shareholder of ORLEN PetroZachod Sp. z o.o.

Business activities of ORLEN PetroZachód Sp. z o.o. include the wholesale and retail sales of fuels produced by PKN ORLEN. ORLEN PetroZachod Sp. z o.o. plays a role of the Regional Market Operator in the west of Poland.

Business activities of BGW Sp. z o.o. include the sale of fuels and transport services.

Except in respect to the execution of the agreement referred to above, no other relationship exists between PKN ORLEN, PKN ORLEN managing or supervising persons, and BGW Sp. z o.o.