No. 79/2006  | 04-12-2006

Information on the process regarding the purchase of AB Mazeikiu Nafta`s shares

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”, “Company”), Central Europe’s largest downstream oil company, respecting the communication transparency and equal access to the information, presents the speech of Mr. Igor Chalupec concerning the information on the process of the purchase of AB Mazeikiu Nafta’s shares, in the part referring to additional information comparing to the documents provided to participants of the Extraordinary General Meeting of PKN ORLEN. The full text of the speech was presented to the Shareholders during the Extraordinary General Meeting of PKN ORLEN on November 30th, 2006 and it is available on the Company’s website (www.orlen.pl).

“Following information presented at the Extraordinary Shareholder Meeting document, various aspects should be highlighted.

PKN ORLEN has received reports of AB Mazeikiu Nafta from the third phase of the due diligence process, prepared by PKN ORLEN advisors based on information delivered after signing the Sale and Purchase Agreement of AB Mazeikiu Nafta shares with Yukos International UK BV and Government of Lithuania.

Taking into account the conclusions presented in advisors reports, as well as recommendations stemming from the updated AB Mazeikiu Nafta valuation, PKN ORLEN assess closing of the transaction as legitimate. As we have previously noted we do not yet know the results of the Lithuanian governmental commission investigating reasons and effects of the fire. Until the day of closing the transaction, PKN ORLEN advisors will continue with the examination of AB Mazeikiu Nafta situation in terms of material information, which could have effect on conclusion from AB Mazeikiu Nafta due diligence reports.

After the resignation of four Members of the Management Board of Mazeikiu Nafta, on November 24th, 2006 Supervisory Board of Mazeikiu Nafta appointed to the Mazeikiu Nafta Management Board Mr. Daniel Feldman the Director of the "Big Sky Energy Corp.", Mr. Paul Nelson English, General Director of Mazeiku Nafta and two representatives of PKN ORLEN: Mr. Dariusz Formela, Executive Director (responsible for Organizational Issues) and Mr. Krystian Pater, Executive Director (responsible for Refining Production).

In order to provide the continuation of performance of all Mazeikiu Nafta structural bodies and to prepare parts of the agreement for the closing of the Mazeikiu Nafta transaction Yukos International has appointed PKN ORLEN representatives to the Mazeikiu Nafta Management Board.

On November 29th 2006 PKN ORLEN signed the credit agreements with the syndicate of eight Polish and foreign banks with the total amount of EUR 1.6 bn. The agreements will enable PKN ORLEN to finance the acquisition of AB Mazeikiu Nafta.

In the further steps PKN ORLEN will continue its performance to conclude the transaction. The next activities include:
1) Coordinating with Yukos International the wording of the agreement of the escrow account on which part of the payment for the Mazeikiu Nafta shares will be deposited in order to secure the potential claims of PKN ORLEN towards Yukos International.
2) Preparing necessary, corporate documents to take over the operational control in Mazeikiu Nafta.
3) Making final, technical arrangements with the bank, involved in closing of the transaction, i.e. preparing the instructions of shares ownership transfer and payment transfer.
4) Establishing that the distribution of the financial resources received by Yukos International from PKN ORLEN for the sold shares of Mazeikiu Nafta will be in line with the legal decision dated May 26th, 2006 of the bankruptcy court in New York.

In accordance to taking over control in Mazeikiu Nafta, PKN ORLEN prepares also to the Mazeikiu Nafta integration and to the implementation of the value growth program.”

See also: Regulatory announcement no 68/2006 dated 7 November 2006, Regulatory announcement no 58/2006 dated 26 September 2006, Regulatory announcement no 49/2006 dated 4 August 2006, Regulatory announcement no 47/2006 dated 13 July 2006, Regulatory announcement no 37/2006 dated 9 June 2006, Regulatory announcement no 33/2006 dated 26 May 2006 and also the record of the Internet transmission of The Extraordinary General Meeting of PKN ORLEN dated November 30th, 2006.