Unipetrol, a.s. and Deza a.s. have signed a share purchase agreement for the sale of shares in Agrobohemie and Synthesia

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 31 October 2007 UNIPETROL, a.s., headquartered in Prague, Czech Republic (“Unipetrol”), as the seller, and DEZA, a.s., headquartered in Valašské Meziříčí, Czech Republic (“Deza”), as the purchaser, have signed the Share Purchase Agreement concerning the sale of shares in Agrobohemie a.s., headquartered in Prague, Czech Republic (“Agrobohemie”) and the Share Purchase Agreement concerning the sale of shares in Synthesia, a.s. (with original business name ALIACHEM a.s.), with its registered office at Pardubice, Czech Republic (“Synthesia”).

On the base of the two above mentioned agreements Unipetrol will sell to Deza:

- 46,950 ordinary shares of Agrobohemie, representing 50% shares in Agrobohemie registered capital and votes at the General Meeting of Shareholders of Agrobohemie. The nominal value of the Agrobohemie Shares is CZK 10,800 (i.e. approximately PLN 1,454, based on average CZK/PLN exchange rates as of 31 October 2007, as stated by the National Bank of Poland) per share (“Agrobohemie Shares”).

- 26,447,571 ordinary bearer shares of Synthesia, representing 38.79% shares in Synthesia registered capital and votes at the General Meeting of Shareholders of Synthesia. The nominal value of the Synthesia Shares is CZK 40 (i.e. approximately PLN 5, based on average CZK/PLN exchange rates as of 31 October 2007, as stated by the National Bank of Poland) per share (“Synthesia Shares”).

In these agreements, Unipetrol and Deza agreed that the purchase price for the Agrobohemie Shares and the Synthesia Shares, respectively, shall be determined, based on their fair market value, by the reputable appraiser mutually selected by Unipetrol and Deza. It is agreed that the purchase price shall be determined by the appraise within a period of six weeks from the signing of the Settlement Agreements (more information regarding the Settlement Agreements please find below) and the Share Purchase Agreement concerning the sale of Agrobohemie Shares and Synthesia Shares.

The book value of the Agrobohemie Shares in the Unipetrol books amounted to CZK 1,889,458,000 (i.e. approximately PLN 254,509,993, based on average CZK/PLN exchange rates as of 31 October 2007, as stated by the National Bank of Poland) as of 31 December 2006. The book value of the Synthesia Shares in the Unipetrol books amounted to CZK 1,754,493,492 (i.e. approximately PLN 236,330,273, based on average CZK/PLN exchange rates as of 31 October 2007, as stated by the National Bank of Poland) as of 31 December 2006.

The main business activities of Agrobohemie include ammonia and urea wholesale.
The main business activities of Synthesia include production of pigments and dyes.

PKN ORLEN owns 63% of votes at the General Meeting of Unipetrol.

The Supervisory Board of Agrobohemie consists of 2 members, none of which is a Unipetrol employee. The Supervisory Board of Synthesia consists of 6 members, none of which is a Unipetrol employee. The Unipetrol Supervisory Board consists of 11 members, 8 of which are PKN ORLEN employees. The Agrobohemie Management Board consists of 4 members, none of which is Unipetrol employees. The Synthesia Management Board consists of 7 members, none of which is Unipetrol employees.

Unipetrol will not have any shareholding in Agrobohemie or Synthesia once the transaction is closed.

Further, the sale of the Agrobohemie Shares and the Synthesia Shares is subject to the satisfaction of certain conditions precedents including, inter alia, the approval of the purchase by Deza of the Agrobohemie Shares and the Synthesia Shares by the anti-monopoly authorities. It is expected that the closing of the transaction occurs by the fall of the first quarter of 2008 but at latest within a period of twenty four months from the signing of the Settlement Agreements and the Share Purchase Agreement concerning the sale of Agrobohemie Shares and Synthesia Shares.

Concurrently with the signing of the Share Purchase Agreement on 31 October 2007, Unipetrol and Deza, following negotiations, signed the Settlement Agreement on the settlement of their disputes. As a result of the signing of the Settlement Agreement, Unipetrol will not be obliged to pay to Deza any damages and contractual penalties which were sought by Deza and Deza withdraws from all its legal actions against Unipetrol (for more information regarding the dispute between Deza and Unipetrol please see the notes to the PKN ORLEN consolidated financial statements for the half year period ended 30 June 2007, published on 27 September 2007).

As the Agrobohemie Shares and Synthesia Shares represent more that 20% of their initial 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).