Cancellation of injunction with respect to the shares of Polkomtel

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”) announces that on 21 November 2008, the District Court in Warsaw passed a decision reversing its decree dated 24 February 2006, which prohibited, inter alia, a transfer of Polkomtel S.A. shares belonging to TDC A/S. After validation of the decision, the condition precedent in the “Agreement on the Acceptance of the Offer and Conditional Transfer of Shares in Polkomtel S.A.” dated 10 March 2006 and executed by PKN ORLEN, KGHM Polska Miedz S.A., PGE Polska Grupa Energetyczna S.A. (previously PSE S.A.) and Weglokoks S.A. as purchasers and TDC A/S as the seller (“Agreement”) will be fulfilled.

Reversing the above-mentioned injunction is a consequence of the partial decree dated 25 March 2008 and final decree dated 6 November 2008 passed by the Arbitration Court at the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna regarding Vodafone Americas Inc’s complaint. Through the decrees, the Arbitration Court dismissed all Vodafone Americas Inc’s demands, which could have blocked the purchase of certain parts of Polkomtel S.A. shares, belonging to TDC A/S, by Polish shareholders of Polkomtel S.A.

In the agreement signed on 19 November 2008 all shareholders in Polkomtel S.A.: PKN ORLEN S.A., KGHM Polska Miedz S.A., PGE Polska Grupa Energetyczna S.A., Weglokoks S.A., TDC A/S and Vodafone Americas Inc. consented to the purchase of the shares in Polkomtel S.A., belonging to TDC A/S, by Vodafone Americas Inc’s. subsidiary (“Agreement dated 19 November 2008”). In the Agreement dated 19 November 2008 Vodafone Americas Inc. was required to submit an application to the District Court in Warsaw regarding the cancellation of the injunction in respect of the shares in Polkomtel S.A. belonging to TDC A/S instituted by the District Court in Warsaw on 24 February 2006 prohibiting a transfer of shares in Polkomtel S.A. by TDC A/S to PKN ORLEN S.A., KGHM Polska Miedz S.A., PGE Polska Grupa Energetyczna S.A. and Weglokoks S.A.

After the validation of the decision of the District Court in Warsaw the Agreement regarding the purchase of 980 486 shares in Polkomtel S.A. by PKN ORLEN, representing ca. 4,78% of registered capital of Polkomtel S.A., can be realised. It is PKN ORLEN’s intention to close the purchase of the Polkomtel S.A. shares by PKN ORLEN by the end of 2008.

See also: regulatory announcement no 17/2006 dated 10 March 2006.