PKN ORLEN signed an agreement to sell its stake in Polkomtel S.A. to Spartan Capital Holdings Sp. z o.o.

The Management Board of Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”) announces that on 30 June 2011 preliminary agreement was signed between PKN ORLEN, PGE Polska Grupa Energetyczna S.A. ("PGE"), KGHM Polska Miedz S.A. („KGHM”), Vodafone Americas Inc, Vodafone International Holdings B.V. (together „Vodafone”) and Weglokoks S.A. (“Weglokoks”) as the sellers (“Sellers”), and Spartan Capital Holdings Sp. z o.o., the special purpose vehicle controlled by Mr. Zygmunt Solorz-Żak, as the purchaser (“Purchaser”) for the sale of 100% of shares in Polkomtel S.A. (the “Agreement”), including the entire 24.39% PKN ORLEN's shareholding in Polkomtel S.A.

As a result of the Agreement, PKN ORLEN agreed to sell 5,000,266 ordinary registered shares of Polkomtel S.A., with nominal value of PLN 100 per share, representing approximately 24.39% of registered capital of Polkomtel S.A. at the total price of PLN 3,672,146,567, to be covered in cash.
The total transaction consideration implies an Enterprise Value of PLN 18.1 bn. After deductions attributable to debt of Polkomtel and dividend payable for the benefit of current Shareholders (i.e. Sellers) the net proceeds amount to PLN 15.1bn. The part of dividend from Polkomtel for 2010 due to PKN ORLEN amounts to PLN 250,013,300 and is payable by 31 July 2011.

In case of certain breaches of the Agreement, the Purchaser is obliged, under the Agreement, to pay contractual penalty amounting to approx. 15% of the price. Payment of the price and the contractual penalty has been secured by issue of letters of credits to the Sellers.

The transaction is subject to approval by the Polish Office of Competition and Consumer Protection which, based on the Agreement, must be obtained by the end of year 2011, otherwise the Agreement will be terminated unless parties agree differently. Following the completion of the transaction and the acquisition by the Purchaser of 100% of shares in Polkomtel S.A., PKN ORLEN, PGE, KGHM, Vodafone and Weglokoks will no longer hold any shares in Polkomtel S.A.

Polkomtel S.A. is a telecommunications operator in Poland and provides voice and data services through a wide range of wireless and broadband solutions.

In accordance with the “Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information to be published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state” the Agreement constitutes a “significant agreement” due to the fact that its value exceeds 10% of PKN ORLEN’s equity.

See also: regulatory announcement no. 17/2006 dated 10 March 2006, regulatory announcement no. 102/2008 dated 21 November 2008 and regulatory announcement no. 114 / 2008 dated 18 December 2008.