Changes in the depositary agreements concluded between PKN ORLEN and The Bank of New York Mellon

Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”, “the Company”) announces that it has been informed of approval by American Securities and Exchange Commission and The Bank of New York Mellon, headquartered in New York, USA (“Bank”) of the annexes to the depositary agreements which regulate functioning of global depositary receipts and American depositary receipts programme (“Depositary agreements”), concluded between PKN ORLEN and the Bank.

PKN ORLEN global depositary receipts programme has been launched in 1999 whereas American depositary receipts programme has been launched in 2001. Depositary receipts are issued by the Bank on the basis of PKN ORLEN shares. One depositary receipt is equal to two shares of the Company. Global depositary receipts of PKN ORLEN are listed on the London Stock Exchange. American depositary receipts are traded in the USA on the over-the-counter market.

The abovementioned annexes to the Depositary agreements introduce following changes in the functioning of both depositary receipts programmes:
- Share of depositary receipts in PKN ORLEN share capital cannot exceed 5%.
- PKN ORLEN Management Board will be giving recommendations to the Bank regarding the way of voting at PKN ORLEN General Meetings for those depositary receipts, for which their holders did not provide the voting instruction, except resolutions regarding personal matters.
- There were introduced provisions regarding limitation of voting rights at the PKN ORLEN General Meeting depending on Company’s Articles of Association regulations.
- Depositary agreements provisions were adjusted to generally applicable regulations in Poland and in the USA.

The abovementioned changes to the Depositary agreements come into force on 30 January 2010.

Currently share of depositary receipts in the Company’s share capital amounts to below 5%.