PKN ORLEN executed the put option regarding Mazeikiu Nafta shares owned by GOL

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN") announces that on 29 April 2009, as a result of realizing the put option agreement dated 9 June 2006 (“Put option agreement”), it bought 70 750 000 ordinary shares from the Government of the Republic of Lithuania (“GOL”), representing approximately 9.98 percent of AB Mazeikiu Nafta (“Mazeikiu Nafta”) registered capital.

As a result of realizing the Put option agreement PKN ORLEN owns shares representing 100 percent of Mazeikiu Nafta’s registered capital. At the same time the Mazeikiu Nafta Shareholders Agreement dated 9 June 2006 between PKN ORLEN and GOL has been terminated. It means that GOL loses its right to appoint one of nine members of the Supervisory Board and one of seven members of the Management Board of Mazeikiu Nafta. GOL also loses its right of veto over corporate decisions in Mazeikiu Nafta. GOL’s other rights, which PKN ORLEN set out in the regulatory announcement no 33/2006 dated 26 May 2006, have also expired.

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

According to the provisions of the agreement concluded by PKN ORLEN with GOL dated 26 March 2009 regarding the conditions of the put option settlement, on 27 March 2009 PKN ORLEN made a transfer of 20 percent of the total price of the Mazeikiu Nafta shares, i.e. USD 56 890 075 to the escrow account operated for PKN ORLEN. The remaining part of the outstanding amount for Mazeikiu Nafta shares, i.e. USD 227 560 300 was paid on 29 April 2009. The amount USD 284 450 375 was additionally increased by the interest provided by the Put option agreement, which were calculated for the period of 20 March 2009 to 29 April 2009 and amounted to USD 6M LIBOR.

See also: Regulatory announcement no 35/2009 dated 26 March 2009, 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.