PKN ORLEN has acquired shares in the increased share capital of ORLEN PetroCentrum

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that it has been informed of the registration on 31 October 2008 by the District Court in Warsaw (Poland) of a share capital increase in ORLEN PetroCentrum Sp. z o.o., headquartered in Plock, and merger of the following companies: ORLEN PetroCentrum Sp. z o.o. headquartered in Plock, ORLEN Morena Sp. z o.o. headquartered in Gdansk, ORLEN PetroProfit Sp. z o.o. headquartered in Niemce and ORLEN PetroZachód Sp. z o.o. headquartered in Poznan (“Merger”). The Merger was conducted in accordance with article 492 par. 1 item 1 of the Polish Commercial Code, through a takeover by ORLEN PetroCentrum of the whole assets of the three remaining companies for the shares created due to ORLEN PetroCentrum share capital increase.

PKN ORLEN has acquired 36 922 shares in the increased share capital of ORLEN PetroCentrum, with a par value of PLN 1 000 per share, representing approximately 64% of the share capital of ORLEN PetroCentrum, and representing 64% of votes at the general meeting of shareholders of ORLEN PetroCentrum.

The shares in ORLEN PetroCentrum have been acquired by PKN ORLEN in the following manner:

1) 9 282 ORLEN PetroCentrum shares

• for 10 500 shares in ORLEN Morena with a par value PLN 1 000 per share, representing 100% of the initial capital and the same percentage of votes at the general meeting of ORLEN Morena.

• the book value of ORLEN Morena shares on PKN ORLEN’s books, as of the day of the merger, amounted to PLN 11 254 000.

2) 11 293 ORLEN PetroCentrum shares

• for 23 000 shares in ORLEN PetroProfit, with a par value PLN 500 per share, representing 100% of the initial capital and the same percentage of votes at the general meeting of ORLEN PetroProfit.

• the book value of ORLEN PetroProfit shares on PKN ORLEN’s books, as of the day of the merger, amounted to PLN 19 285 797 PLN.

3) 16 347 ORLEN PetroCentrum shares

• for 17 749 shares in ORLEN PetroZachód, with a par value PLN 1 000 per share, representing approximately 100% of the initial capital and the same percentage of votes at the general meeting of ORLEN PetroZachód.

• the book value of ORLEN PetroZachód shares on PKN ORLEN’s books, as of the day of the merger, amounted to PLN 26 802 000 PLN.

The main business activities of ORLEN PetroCentrum concerns the wholesales of fuels and other related products.

An improvement in the financial performance of the assets of the merged companies is expected as a result of the merger. PKN ORLEN’s investment in ORLEN PetroCentrum is regarded as long-term. Before and after the Merger PKN ORLEN owned and continues to own 100% of the share capital of ORLEN PetroCentrum, and 100% of votes at the general meeting of shareholders of ORLEN PetroCentrum.

The Supervisory Board of ORLEN PetroCentrum consists of 4 members, employed by PKN ORLEN. The Management Board of ORLEN Transport consists of 3 members, all of whom are not directly employed by PKN ORLEN, but two of them are management board members of another PKN ORLEN subsidiary.

As the purchased shares in ORLEN PetroCentrum represent approximately 64% of the share capital of ORLEN PetroCentrum, 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.