Transfer of shares of Agrobohemie and Synthesia from Unipetrol to Deza

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 18 January 2008 a transfer of 47,000 shares of Agrobohemie a.s., headquartered in Prague, Czech Republic (“Agrobohemie”) and 26,447,571 shares with nominal value of CZK 40 of each and 1,529,591 shares with nominal value of CZK 400 of each of Synthesia, a.s., with its registered office at Pardubice, Czech Republic (“Synthesia”) was made from the PKN ORLEN subsidiary, Unipetrol, a.s. headquartered in Prague, Czech Republic to DEZA, a.s., headquartered in Valašské Meziříčí, Czech Republic (“Deza”).

The transfer of shares was made pursuant to the two agreements signed on 31 October 2007 between Unipetrol, as the seller, and, Deza as the purchaser: the Share Purchase Agreement concerning the sale of shares in Agrobohemie and the Share Purchase Agreement concerning the sale of shares in Synthesia.

On the basis of the two above mentioned agreements Unipetrol has sold 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 per share (i.e. approximately PLN 1,494, based on average CZK/PLN exchange rates as of 18 January 2008, as stated by the National Bank of Poland) (“Agrobohemie Shares”).
- 26,447,571 ordinary bearer shares of Synthesia, representing 24.58% shares in Synthesia registered capital and votes at the General Meeting of Shareholders of Synthesia wth the nominal value of the of CZK 40 per share (i.e. approximately PLN 5.5, based on average CZK/PLN exchange rates as of 18 January 2008, as stated by the National Bank of Poland) (“Synthesia Shares”).
- 1,529,591 ordinary bearer shares of Synthesia representing 14,21% shares in Synthesia registered capital and votes at the General Meeting of Shareholders of Synthesia with the nominal value of CZK 400 per share (i.e. approximately PLN 55, based on average CZK/PLN exchange rates as of 18 January 2008, as stated by the National Bank of Poland) (“Synthesia Shares”).

The purchase price for the Agrobohemie shares amounted in total to CZK 503,000,000 (i.e. approximately PLN 69,564,900, based on average CZK/PLN exchange rates as of 18 January 2008, as stated by the National Bank of Poland). The purchase price for the Synthesia shares amounted in total to CZK 680,000,000 (i.e. approximately PLN 94,044,000, based on average CZK/PLN exchange rates as of 18 January 2008, as stated by the National Bank of Poland).

The book value of the Agrobohemie Shares in the Unipetrol books amounted to CZK 507,600,000 as of 18 January 2008 (i.e. approximately PLN 70,201,080, based on average CZK/PLN exchange rates as of 18 January 2008, as stated by the National Bank of Poland). The book value of the Synthesia Shares in the Unipetrol books amounted to CZK 344,435,320 as of 18 January 2008 (i.e. approximately PLN 47,635,405, based on average CZK/PLN exchange rates as of 18 January 2008, as stated by the National Bank of Poland).

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 12 members, 9 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.

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).

See also: regulatory announcement no 62/2007 dated 31 October 2007.