PKN ORLEN has signed an agreement for the sale of its shares in Motell

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe's largest downstream oil company, announces that on 29 June 2007 it signed an agreement (“Agreement”) with Hawelka Sp. z o.o. (a limited liability company) (“Hawelka”), headquartered in Cracow, Poland, regarding the sale of shares in Motell Sp. z o.o. (a limited liability company) (“Motell”), headquartered in Morawica, Poland.

As a result of the Agreement PKN ORLEN will sell to Hawelka 350 shares in Motell (“Shares”), representing 35% of the initial capital and 35% of the total amount of votes at the General Meeting of Shareholders of Motell, with a par value of PLN 2,000 per share and the total par value of PLN 700,000. The Shares will be sold for a total planned price of PLN 1,600,000.

The payment for the Shares will be divided into 7 installments. The first installment will amount to PLN 850,000 and it will be paid not later than 14 days after the day of the signing the Agreement. The Motell Shares will be transferred to Hawelka on the day of the payment of the first installment.
The rest of the price is divided into 6 installments. The value of the final installment will depend on conditions that are within PKN ORLEN’s decision-making area, and are connected with the execution of previously-signed agreements between PKN ORLEN and Motell, which refer to the provision of restaurant services in establishments servicing travellers’ needs.

The share capital of Motell amounts to PLN 2,000,000 and is divided into 1,000 equal, indivisible shares with a par value of PLN 2,000 per share. The book value of the sold Shares in the PKN ORLEN books amounted to PLN 148.462 as of 29 June 2007.

After the settlement of the transaction PKN ORLEN will not have any shares in the initial capital of Motell.

Motell provides restaurant and hotel services. Its business activities also include trade and services for retail petrol stations.
Hawelka provides restaurant services and external catering services.

Except in respect to the execution of the share purchase agreement referred to above, no other relationship exists between PKN ORLEN, PKN ORLEN’s managing or supervisory persons and Hawelka.

As the sold Shares represent 35% of the Motell initial capital, they are significant assets in accordance with the par. 2 section 1 point 52 and section 5 of the Polish Regulation of the Minister of Finance dated 19 October 2005, on current and periodic information to be published by issuers of securities (Journal of Laws as of 26 October 2005).