Unipetrol has disposed of its shares in Kaucuk to Firma Chemiczna Dwory

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") informs that its subsidiary - UNIPETROL, a.s., headquartered in Prague, Czech Republic (“Unipetrol”), on 19 July 2007 disposed to Firma Chemiczna Dwory S.A., headquartered in Oswiecim, Poland (“Dwory”), 6 236 000 ordinary shares in Kaucuk a.s. (“Disposed Shares”), headquartered in Kralupy nad Vltavou, Czech Republic (“Kaucuk”). The Shares were disposed under the Share Purchase Agreement of 30 January 2007 between Unipetrol as seller and Dwory as purchaser (“Share Purchase Agreement”). As a result of the disposal, Dwory became the sole shareholder of Kaucuk.

The Disposed Shares represent 100% of the registered capital of Kaucuk, and represent 100% of the votes at the Shareholders’ General Meeting of Kaucuk, with a nominal value CZK 1,000 per share (i.e. approximately PLN 133 based on the average CZK/PLN exchange rate as of 19 July 2007, as stated by the National Bank of Poland).

The purchase price for the Disposed Shares amounting to EUR 195,000,000 (i.e. approximately PLN 731,406,000 based on the average EUR/PLN exchange rate as of 19 July 2007, as stated by the National Bank of Poland) was paid in cash via a wire transfer to a bank account of Unipetrol.

As of 18 July 2007, the book value of the Disposed Shares in the Unipetrol books on an unconsolidated basis amounted to approximately CZK 5,460,000,000 (i.e. approximately PLN 725,634,000 based on the average CZK/PLN exchange rate as of 19 July 2007, as stated by the National Bank of Poland) and on a consolidated basis amounted to approximately CZK 7,060,000,000 (i.e. approximately PLN 938,274,000 based on the average USD/PLN exchange rate as of 19 July 2007, as stated by the National Bank of Poland).

Kaucuk is a commercial company operating in the chemical industry, in particular the production of synthetic rubber, styrene and other monomers.
Unipetrol is a holding company having ownership stakes in commercial companies operating in crude oil refining, petrochemical and chemical production, and the sale of fuels.
Dwory is a chemical company and its activities are concentrated in the production of synthetic rubbers, styrene plastics, and vinyl and copolymer dispersions.

PKN ORLEN owns approximately 63% of the shares of Unipetrol. At the Shareholders’ General Meeting of Unipetrol, PKN ORLEN holds 63% of the votes.

The Supervisory Board of Kaucuk consists of 6 members, 1 of which is a Unipetrol employee, 2 are Kaucuk employees and 3 positions are vacant. The Unipetrol Supervisory Board consists of 12 members, 8 of which are PKN ORLEN employees. The Kaucuk Board of Directors consists of 5 members, 2 of which are Unipetrol employees, 2 are Kaucuk employees, and 1 position is vacant.

The closing of the sale of the Disposed Shares to Dwory occurred upon satisfaction of the contractual terms agreed between Unipetrol and Dwory in the Share Purchase Agreement.

As the Disposed Shares represent more that 20% of the Kaucuk registered capital, they are significant assets in accordance with 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).

See also: regulatory announcement no 11/2007 dated 30 January 2007.