PKN ORLEN bond issue programme

Polski Koncern Naftowy ORLEN Spolka Akcyjna ("PKN ORLEN"), Central Europe's largest downstream oil company, hereby informs that on 27 November 2006 it signed an Agreement for a Bond Issue Programme („Programme”). The parties to the agreement are: PKN ORLEN as the Issuer, BANK BPH S.A. as Issue Agent, Payment Agent, Documentation Agent, Programme Co-organizer and Dealer, and BANK POLSKA KASA OPIEKI S.A., BRE BANK S.A., ING BANK ŚLĄSKI S.A., PKO BANK POLSKI S.A., SOCIETE GENERALE S.A. DIVISION IN POLAND, as Agents, Programme Co-organizers and Dealers.

The Programme entitles PKN ORLEN to issue repeatedly bearer bonds (“Bonds”) in dematerialised form in accordance with the Polish Law on Bonds dated June 29th, 1995 (Journal of Law of 2001 No. 120, item 1300 with subsequent amendments) (“Law on Bonds”). The issue of the Bonds will be based on Article 9 point 3 of the Law on Bonds and they will be non-public offers.

The Bonds issued in the Programme will be unsecured.

In accordance with the Programme, PKN ORLEN is entitled to issue zero-coupon bonds that do not pay interest but are issued at a discount, with a payment at maturity period not shorter than 7 days and not longer than three hundred sixty-five days. In the Programme PKN ORLEN is also entitled to issue coupon bonds that pay interest at fixed or variable interest rates and with a payment maturity period longer than one year but not longer than seven years.

PKN ORLEN’s debt limit connected with the Programme realisation amounts to PLN 2,000,000,000, or the of equivalent of this amount in other currencies. This amount refers to the maximum total nominal value of the issued and not redeemed Bonds at any time within the Programme’s duration, at the same time this amount does not cover the due interest amount.

The issue of Bonds in accordance to the Programme is possible in four currencies: Polish Zloty (PLN), Euro (EUR), American Dollar (USD) and Czech Republic Koruna (CZK). In the case when the currency of the Bond is:

• PLN the nominal value of one Bond will amount to PLN 100,000 or multiples of this amount;
• EUR the nominal value of one Bond will amount to EUR 25,000 or multiples of this amount;
• USD the par value of one Bond will amount to USD 30,000 or multiples of this amount;
• CZK the par value of one Bond will amount to CZK 700,000 or multiples of this amount;

The issue price may be equal to the nominal value of the Bond, or it may be equal to the nominal value reduced by the discount and it will be established before the particular Bond issue.

In the case of zero-coupon bonds sold at a discount, the discount will be paid once, on the Bond redemption date. The discount depends on the conditions of the capital market and it will be established before the day of the Bond issue. The discount will be calculated on the basis of the nominal value for the period starting from the day of the Bond issue until one day before the Bond redemption date.

In case of coupon bonds, the due volume of the interest for the interest period will be calculated on the basis of the nominal value, and it will be based on the conditions of the issue of that particular series of Bonds with fixed or variable interest rates. It will be paid on the dates specified in the Bond issue conditions.

The payment of the amounts due from the bonds will be made to the persons identified in the list recorded by the depositary or relevant sub-depositary, and it will be made on the day specified in the conditions of the particular Bond series issue which will be the day of establishing rights to the Bonds.

According to the latest published financial statements of PKN ORLEN for the 3rd quarter 2006, the total value of liabilities of PKN ORLEN amounted to PLN 7,049m; with long-term liabilities amounting to PLN 2,282m and short-term liabilities amounting to PLN 4,767m. In the total amount of liabilities, the total credit liabilities of PKN ORLEN amounted to PLN 1,502m, with long-term credits accounting for PLN 1,405m and short-term credits accounting for PLN 97m.

The total sum of all liabilities of PKN ORLEN for the next few years will result from the implementation of PKN ORLEN’s strategy for 2006-2009, which assumes continuing actions aimed at improving efficiency, strengthening base operations in the home markets, monitoring expansion opportunities in new markets, and the development of upstream operations.

Before each issue the Issuer may specify the aim of financial resources obtained from the offering.

Bondholders will be entitled to financial dues from the bonds only.