mruszczy:

1
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PKN ORLENS ACQUISITION OF UNIPETROL A.S. AND
RELATED ASSETS
2
Overview of the Unipetrol Group
Source Annual reports
3
Transaction Review

• The sales and purchase agreements with the
  National Property Fund of Czech Republic (NPF)
  and Ceska Konsolidacni Agentura (CKA) have been
  signed
• The following equity stake is being acquired from
  the NPF
• 62.99 in Unipetrol a.s., for approximately CZK
  11.3 billion
• The following assets are being acquired from CKA
• 9.76 equity stake in Spolana, for approximately
  CZK 1.0 million
• Receivables, for approximately CZK 1.7 billion
• in Paramo (face value 10.9m)
• in Aliachem (face value 33.8m)
• in Benzina (face value 31.1m)
• in Spolana (face value 35.6m)
• The transaction is expected to close by the end
  of the third quarter of 2004, once necessary
  regulatory approvals have been granted and
  preemptive rights to CRC shares are exercised or
  lapse
• The agreement foresees a price adjustment
  mechanism for the shares in Unipetrol to address
  any unexpected change of value in Unipetrol until
  closing of this transaction

4
Transaction Summary

• Key expansion step by PKN ORLEN
• Largest acquisition to date by PKN ORLEN
• Follows the acquisition of 494 BPs petrol
  stations in 2003
• Transaction is on track to close during Q3, once
  regulatory approvals are obtained
• Necessary share and purchase agreements have
  already been signed
• Transaction calendar announced in late 2003 by
  the Czech Government was rigorously respected
  ensuring a smooth process
• Necessary financing is being finalized
• A large portion of the funds for the financing of
  this transaction is already provided in the form
  of the currently available credit facilities
• The reminder will be arranged for within the time
  periods indicated in the payment schedules
  relating to the transaction
• Cooperation with Agrofert and ConocoPhillips
  ensures success of the transaction
• Cooperation with ConocoPhillips is key to ensure
  success of Benzina and Ceska Rafinerska
• Cooperation with Agrofert enables PKN ORLEN to
  keep only the assets of Unipetrol it deems to be
  core

5
Strategic Rationale for the Transaction

• Strategic platform for further expansion into
  Central and Eastern Europe
• Expand RM business with geographic overlap and
  petrochemical business
• Strengthen PKN ORLENs competitive position vs.
  other Central and Eastern European players
• Crystallises position in Southern Poland
• Unipetrol could be a serious competitor in
  Southern Poland under different management
• Critical mass improves position in potential
  merger with MOL
• Enables PKN ORLEN to bring much more to
  negotiating table
• Complementarity between Unipetrol and Slovnaft
• Synergies, cost savings and improvement benefits
• Significant synergies and strong potential for
  operational improvements
• Good geographic fit, and further benefits
  achievable through improving operating performance

6
Czech Market Overview
Heide 100 Shell
Brunsbüttel 100 TotalFinaElf
The Netherlands
Hamburg (Holborn)
Gdansk 100 Polish Government
Smidt Hollander
Schwedt 18.8 BP 18.8 PDVSA 8.3 Agip 37.5
Shell/Dea 16.7 Total
85.5 Tamoil 14.5 El Paso
Wilhelmshaven 100 Louis Dreyfus
N.D.O
Hamburg
KOCH
Plock 100 PKN Orlen
100 BP
N.W.O
KPC
Germany
Druzhba
Hamburg 100 Shell
Lingen 100 BP
Exxon
Nerefco
Poland
MVL
N.W.O
Gelsenkirchen 50.0 BP 50.0 PDVSA
Sloe/Vlissingen
Belgium
Leuna 100 TotalFinaElf
Shell
Czech market
Godorf/Köln 100 Shell
XOM
Belgian Refining Corp
Petroplus
Litvinov 51 Unipetrol 49 IOC (Agip, Shell,
Conoco)
Vohburg Ingolstadt 22.5 BP 12.5 PDVSA 20.0
Agip 45.0 OMV
Inhabitants (Dec 03) 10.2m Cars per 100
inhabitants 35.7 3Q 02/3Q 03 GDP growth
3.4
Wesseling 100 Shell
TFE
Kralupy 51 Unipetrol 49 IOC (Agip, Shell,
Conoco)
Karlsruhe MiRO 12.0 BP 12.0 PDVSA 18.8
Conoco 25.0 ExxonMobil 32.3 Shell/Dea
I.K.L.
Pardubice 100 Paramo
Czech Republic
Neustadt 22.5 BP 12.5 PDVSA 20.0 Agip 45.0 OMV
MERO
Slovakia
Druzhba l
Bratislava
Reichstett Vendenheim
Esso Ingolstadt 100 ExxonMobil
Schwechat 100 OMV
Rafinaria Darmanesti SA
Druzhba ll
Burghausen 100 OMV
C.E.L.(Closed)
Petrolsub SA
Austria
Tisza 100 MOL
T.A.L.
A.W.P.
Nafte Lendava
Source Broker research Ministry of
Transport, Czech Republic
Rafo SA Onesti, bacau
Duna 100 MOL
Romania
Hungary
Vega SA
Slovenia
Petrotel SA
Petrobrazi SA
Rafineria Nafte
Ina -Industria Nafte
Ina Refinery Rijeka
Astra SA
Novi Sad
Bosnia
Petromidia SAMidia
Croatia
Bosnia
Arpechim SA
Serbia
Bulgaria
Okta Crude Oil Refinery
Neftochim Bourgas
Albania
Macedonia
Albpetrol Ballshi
Source Broker research
Unipetrol provides PKN ORLEN with an entry point
into CEE markets.
7
Transaction Risks

• Pre-emption rights over Ceska Rafinerska
• PKN ORLEN wants to retain a majority shareholding
  in Ceska Rafinerska
• Shell, ENI and ConocoPhillips have pre-emption
  rights over Unipetrols 51 stake
• Change of Value in Unipetrol until closing
• Agreement signed includes a price adjustment
  mechanism to address any unexpected change of
  value in Unipetrol until closing of this
  transaction
• Formula is based on difference in adjusted net
  book value of Unipetrol as of the end of 2003 and
  at the end of the month of closing
• Potential transaction impact on PKN ORLENs
  credit rating
• PKN ORLEN is committed to maintain and improve
  its existing investment grade credit rating
• Completion of the transaction will not result in
  any violation of any covenants under PKN ORLENs
  syndicated credit facility agreement
• Disposal of some assets to Agrofert and
  ConocoPhillips will reduce the size of the
  transaction
• Integration issues
• Significant know-how following successful
  integration of assets acquired from BP in 2003
• Strong focus of PKN ORLENs management to ensure
  success of transaction and optimize synergies

8
Integration Strategy

• PKN ORLEN wants to take full advantage of
  Unipetrols human potential, expertise and
  qualifications while applying the best practice
  and standards of PKN ORLEN
• PKN ORLEN plans to carry out a restructuring as
  fast and as little painful as possible
• Significant room exists for operational
  improvement
• PKN ORLEN is committed to maximize synergies with
  its own operations
• Merits of integration of Unipetrols various
  product lines within PKN ORLENs own operations
  will be carefully assessed
• PKN ORLEN plans to intensify cooperation with
  Agrofert and ConocoPhillips
• Continue to benefit from ConocoPhillips
  operation assistance
• Finalize split of assets with Agrofert, while
  continuing to supply it
• PKN ORLEN will continue to regularly update its
  shareholders on the progress made during the
  integration of Unipetrol