PKN ORLEN has signed a conditional agreement with Telefonia Dialog regarding the sale of shares in Petrotel

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 22 September 2008 it signed an agreement (“Agreement”) with Telefonia Dialog a joint stock company headquartered in Wroclaw, Poland (“Telefonia Dialog”). The agreement was signed regarding the conditional sale of shares in Petrotel Sp. z o.o., headquartered in Plock, Poland (“Petrotel”).

As a result of signing the Agreement PKN ORLEN will dispose of 6 150 shares in Petrotel, with a nominal value of PLN 1 000 for each share (“Dispose shares”) and a total nominal value of PLN 6 150 000.

The Dispose shares represent 75% of the registered capital of Petrotel and 75% of the votes at the Shareholders’ General Meeting of Petrotel. The price for the Dispose shares amounts to PLN 32 410 500. The Dispose shares will be transferred to Telefonia Dialog on condition that Petrotel’s other Shareholders will not use their pre-emption right to purchase the Dispose shares, in accordance with the provisions of Petrotel’s statute and payment of the full amount of the Dispose shares’ price. The decision of other Shareholders in Petrotel regarding whether or not they will exercise their pre-emption right to purchase the Dispose Shares should be known in around 3 weeks from the day of the signing the Agreement.

The registered capital of Petrotel amounts to PLN 8 200 000 and is divided into 8 200 equal and indivisible shares with a nominal value of PLN 1 000 for each share. The book value of the Dispose shares in PKN ORLEN’s accounts, as at 30 June 2008, amounted to PLN 6 150 000.

PKN ORLEN will not have any shares in the registered capital of Petrotel once the transaction is closed.

The main business activity of Petrotel is providing a range of services in fixed-line telephony, Internet, tele-technical services and the sale of equipment.

The main business activities of Telefonia Dialog are providing services in traditional fixed-line telephony, access to the Internet and the sale of multimedia services. KGHM Polska Miedz, a joint stock company, is 100% owner of Telefonia Dialog.

Except in respect of the execution of the Agreement referred to above, no other relationship exists between PKN ORLEN, PKN ORLEN’s managing or supervisory persons, and Telefonia Dialog.

As the Disposed Shares represent 75% of the registered capital of Petrotel, 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.