No. 37/2006  | 09-06-2006

The Government of the Republic of Lithuania executes the agreements related to the sale of shares in Mazeikiu Nafta to PKN ORLEN

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”), Central Europe’s largest downstream oil company, hereby announces that on 9 June 2006, the Government of the Republic of Lithuania (the “GOL”) executed the following documents (the “Transaction Documents”) related to the sale of GOL’s shares in AB Mazeikiu Nafta to PKN ORLEN: (a) the Share Sale and Purchase Agreement, (b) the Put Option Agreement, (c) the Shareholders’ Agreement and (d) the Deed of Termination and Release. The Transaction Documents were unilaterally executed by PKN ORLEN on 19 May 2006 and delivered to the GOL. The GOL executed the Transaction Documents following the approval of the transaction between the GOL and PKN ORLEN by the Lithuanian Parliament on 1 June 2006.

The key terms of the Transaction Documents were described in the current report No 33/2006 issued by PKN ORLEN on 26 May 2006.

The Transaction Documents are material agreements because the value of the interrelated transactions contemplated under the Transaction Documents and the Share Sale and Purchase Agreement dated 26 May 2006 between PKN ORLEN and Yukos International UK B.V. exceeds 10% of PKN ORLEN’s equity.