A PKN ORLEN subsidiary - ORLEN OIL - has disposed its shares in Petro-Oil DCS

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 18 March 2008, an Extraordinary General Meeting of Petro-Oil Dolnoslaskie Centrum Sprzedazy, a limited liability company headquartered in Legnica (“Petro-Oil DCS”), has adopted a resolution regarding the purchase (based on article 199 § 1, 2 i 6 and article 200 § 1 of the Polish Code for Commercial Companies) by Petro-Oil DCS of its own shares, held by ORLEN OIL, a limited liability company headquartered in Cracow (“ORLEN OIL”)

In accordance with the above mentioned, ORLEN OIL as seller, and Petro-Oil DCS as purchaser, signed 2008 an agreement on 18 March regarding the sale/purchase of 264 shares in Petro-Oil DCS for the purpose of their cancellation (“Cancelled Shares”). The Cancelled Shares in Petro-Oil DCS represent 24% of the registered capital of Petro-Oil DCS, and 24% of the votes at the Shareholders’ General Meeting of Petro-Oil DCS.

The nominal value of each Petro-Oil DCS share amounts to PLN 500. The book value of the Cancelled Shares in the ORLEN OIL books amounted to PLN 132 000 as of 18 March 2008. The total net compensation for the Cancelled Shares, amounts to PLN 600 000.72, i.e. PLN 2 272.73 net per share.

As a result of the transaction, ORLEN OIL will have no shares in the registered capital of Petro-Oil DCS. The shares in Petro-Oil DCS have been cancelled on the date of signing the agreement. Additionally, ORLEN OIL and Petro-Oil DCS have agreed that having completed their corporate cooperation, their common goal relating to commercial and marketing performance would be maintaing by ORLEN OIL leading position in the lubricants market in the south-west region of Poland.

The main business activities of ORLEN OIL are the production and sale of lubricant oils and base oils. Petro-Oil DCS is one of eight Regional Sale Centers of ORLEN OIL operating in Poland. The sale of shares in Petro-Oil DCS by ORLEN OIL is a part of ORLEN OIL’s restructuring of its distribution network.

PKN ORLEN owns 51.7% of the registered capital of ORLEN OIL and 51.7% of the total number of votes at the Shareholders’ General Meeting of ORLEN OIL. The Supervisory Board of ORLEN OIL consists of seven members, four of whom are PKN ORLEN employees.
Moreover Rafineria Trzebinia S.A. owns 43.8% of the initial capital of ORLEN OIL, Rafineria Nafty Jedlicze S.A. owns 4.5% of the initial capital of ORLEN OIL. PKN ORLEN S.A. owns 77.2% of the initial capital of Rafineria Trzebinia S.A. and 75% of the initial capital of Rafineria Nafty Jedlicze S.A.

As the Cancelled Shares represent 24% of the registered capital of Petro-Oil DCS, they are significant assets in accordance with 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.