PKN ORLEN agreed with GOL upon the conditions of execution of the put option regarding Mazeikiu Nafta shares owned by GOL

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 26 March 2009 it signed a letter with GOL upon the conditions of execution of the put option agreement, dated 9 July 2006 (“Put Option Agreement”), of the sale of AB Mazeikiu Nafta (“Mazeikiu Nafta”) shares owned by the Government of the Republic of Lithuania ( “GOL”), (“Letter”).

On the basis of the abovementioned put option agreement, GOL became entitled to sell PKN ORLEN’s 70 750 000 ordinary Mazeikiu Nafta shares, each with a nominal value of LTL 1, representing approximately 9.98% of the Mazeikiu Nafta share capital. The put option was to remain valid for five years after the completion of the purchase transaction of the 30.66% shares from GOL. The total price for all put option shares will amount to USD 284 450 375 (USD 4.0205 per share).

According to the Letter, PKN ORLEN will immediately make a transfer of 20 percent of the total price of the put option shares, i.e. USD 56 890 075 on the escrow account. The remaining part of the outstanding amount for the put option shares will be paid by 30 April 2009 and will be increased by the USD 6M LIBOR interests, provided by the Letter, calculated from 20 March 2009. As a result by 30 April 2009 the transaction will be closed and the ownership of the put option of Mazeikiu Nafta shares will be transferred to PKN ORLEN.

As of 26 March 2009 PKN ORLEN owns Mazeikiu Nafta shares representing 90.02% of the company’s registered capital. In the case of realization of the put option PKN ORLEN will hold 100% shares in Mazeikiu Nafta share capital.

See also: Regulatory announcement no 31/2009 dated 11 March 2009, Regulatory announcement no 4/2007 dated 15 January 2007, Regulatory announcement no 85/2006 dated 15 December 2006, Regulatory announcement no 84/2006 dated 14 December 2006, Regulatory announcement no 83/2006 dated 14 December 2006, Regulatory announcement no 79/2006 dated 4 December 2006, Regulatory announcement no 76/2006 dated 29 November 2006, Regulatory announcement no 68/2006 dated 7 November 2006, Regulatory announcement no 58/2006 dated 26 September 2006, Regulatory announcement no 49/2006 dated 4 August 2006, Regulatory announcement no 47/2006 dated 13 July 2006, Regulatory announcement no 37/2006 dated 9 June 2006, Regulatory announcement no 33/2006 dated 26 May 2006 and also the record of the Internet transmission of The Extraordinary General Meeting of PKN ORLEN dated 30 November 2006.