Sale of 100% of Polkomtel shares to Spartan Capital Holdings Sp. z o.o.

The Management Board of Polski Koncern Naftowy ORLEN S.A. (“PKN ORLEN”) announces that on 9 November 2011 it transferred the ownership of 5,000,266 ordinary registered shares of Polkomtel S.A. (Polkomtel), with nominal value of PLN 100 per share, representing 24.39% of registered capital of Polkomtel and 24.39% of the total number of votes at the Polkomtel’s general meeting of shareholders (“Shares”), to Spartan Capital Holdings Sp. z o.o., the special purpose vehicle controlled by Mr. Zygmunt Solorz-Zak, as the purchaser (“Purchaser”).

Shares transfer took place on the basis of the agreement, signed today, for the sale of Polkomtel’s shares, which was in performance of the preliminary agreement for the sale of 100% of Polkomtel’s shares (“Agreement”) which was signed on 30 June 2011 between PKN ORLEN, PGE Polska Grupa Energetyczna S.A., KGHM Polska Miedź S.A., Vodafone Americas Inc, Vodafone International Holdings B.V. and WEGLOKOKS S.A. as the sellers (“Sellers”), and the Purchaser (information on the Agreement was provided by the Company in the regulatory announcement no 108/2011 dated 30 June 2011).

Price for the Shares paid in cash by the Purchaser to PKN ORLEN amounted to PLN 3,672,146,567.

Book value of Shares in PKN ORLEN books as of 30 September 2011 amounted to PLN 1 159 190 170.86.

Following the completion of the abovementioned transaction and the acquisition by Spartan Capital Holdings Sp. z o.o. of Shares, PKN ORLEN holds no shares in Polkomtel.

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

There are no connections between PKN ORLEN, PKN ORLEN managing and supervising persons and the Purchaser.

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 Shares constitute a “significant assets” due to the fact that their 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, regulatory announcement no. 114 / 2008 dated 18 December 2008, regulatory announcement no. 108/2011 dated 30 June 2011 and regulatory announcement no 172/2011 dated 24 October 2011.