POLSKI KONCERN NAFTOWY ORLEN S.A.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the 3 month periods ended 31 March 2005 and 31 March 2004
(in thousand PLN)
Following the above transactions PKN ORLEN possesses a 17.95% stake in Naftoport. The
remaining shareholders are:
a. PERN „Przyjazn” S.A. – 67.95%
b. Grupa LOTOS S.A. – 8.97%
c. Port Polnocny – 3.85%
d. J & S Services Ltd. – 1.28%
Except for relationships resulting from the above described share sales agreement as well as trade
agreements no other relationship exists between the issuer and the issuer’s managing or supervising
persons, and the sellers of the shares.
The sold stakes constitute 20% of the share capital of Naftoport, so they constitute financial assets
with a significant value in compliance with §2 pos. 1 and 5 of the Decree of Council of Ministry
from 21 March 2005 on current and periodical information published by issuers of securities.
10. On 20 April 2005 the Management Board of PKN ORLEN received the decision of the European
Commission from 20 April 2005 concerning the approval for taking over by PKN ORLEN S.A.
control over Unipetrol a.s. (“Unipetrol”) through the purchase from the Czech National Property
Fund (“NPF”) 114,224,038 bearer shares of the company Unipetrol constituting about 62.99% of all
issued and existing shares of the company Unipetrol.
Receipt of the above mentioned decision constitutes fulfilling the last of the precedent conditions
escrowed in the conditional agreement of the purchase of shares of Unipetrol concluded on 4 June
2004 between NPF and the Company (“the Agreement of Purchase of Shares of Unipetrol”)
(information concerning the Agreement of Purchase of Shares of Unipetrol was issued by the
Company in the current report No 41/2004 from 4 June 2004 and information on fulfilling the
remaining precedent conditions was issued by the Company in current reports 79/2004 from
5 October 2004 and 88/2004 from 16 December 2004).
11. On 26 April 2005 PKN ORLEN informed that it received the decree of the Arbitration Court, based
in Warsaw, which states that the agreement for the purchase of 168,000 shares in Niezalezny
Operator Miedzystrefowy Sp. z o.o. („NOM”) by Polskie Sieci Elektroenergetyczne S.A. („PSE”) in
Warsaw from PKN ORLEN did not come into force because the precedent condition was not
fulfilled, i.e. the lack of approval for the deal from PSE corporate bodies. At the same time the
counter action of PKN ORLEN for payment for the shares was declined.