NOT for DISTRIBUTION to ANY U.S. PERSON OR to ANY PERSON OR ADDRESS in the U.S. IMPORTANT: You Must Read the Following Before Continuing

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the prospectus following this page and you are, therefore, advised to read this carefully before reading, accessing or making any other use of the prospectus. In accessing the prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view this prospectus or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S under the Securities Act). By accepting the e-mail and accessing this prospectus, you shall be deemed to have represented to us that you are not a U.S. person; the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the U.S., its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia; and that you consent to delivery of such prospectus by electronic transmission. You are reminded that this prospectus has been delivered to you on the basis that you are a person into whose possession this prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. Under no circumstances shall this prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. This prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Banco Santander, S.A., BNP Paribas, HSBC Bank plc, UniCredit Bank AG, Mitsubishi UFJ Securities International plc and The Royal Bank of Scotland plc nor any person who controls either Banco Santander, S.A., BNP Paribas, HSBC Bank plc, UniCredit Bank AG, Mitsubishi UFJ Securities International plc and The Royal Bank of Scotland plc, as the case may be, nor any director, officer, employee nor agent of Banco Santander, S.A., BNP Paribas, HSBC Bank plc, UniCredit Bank AG, Mitsubishi UFJ Securities International plc and The Royal Bank of Scotland plc, as the case may be, or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the prospectus distributed to you in electronic format and the hard copy version available to you on request from any of Banco Santander, S.A, BNP Paribas, HSBC Bank plc, UniCredit Bank AG, Mitsubishi UFJ Securities International plc and The Royal Bank of Scotland plc.

Dated 26 June 2014

ORLEN Capital AB (publ) (incorporated in the Kingdom of Sweden with registered number 556974-3114) €500,000,000 2.500 per cent. Guaranteed Bonds due 2021 guaranteed by Polski Koncern Naftowy ORLEN Spółka Akcyjna (a joint stock company incorporated in the Republic of Poland) Issue Price 99.135 per cent. The €500,000,000 2.500 per cent. Guaranteed Bonds due 2021 (the “Bonds”) will be issued by ORLEN Capital AB (publ) (the “Issuer”) and irrevocably and, subject to a maximum amount of €1,000,000,000, unconditionally guaranteed by Polski Koncern Naftowy ORLEN Spółka Akcyjna (the “Guarantor”). Interest on the Bonds is payable annually in arrear on 30 June in each year. Payments on the Bonds will be made without deduction for or on account of taxes of Sweden or Poland to the extent described under “Terms and Conditions of the Bonds – Taxation”. The Bonds mature on 30 June 2021. The Bonds are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time in the event of certain changes affecting taxes of Sweden and Poland and at the option of the relevant holder at any time while any of the Bonds remain outstanding if a Put Event (as defined in the Terms and Conditions of the Bonds) occurs, at their principal amount or at 101 per cent. of their principal amount in the circumstances set out in Condition 7.3, in each case, together with accrued interest to the date fixed for redemption. See “Terms and Conditions of the Bonds – Redemption and Purchase”. The Bonds and the guarantee of the Guarantor will constitute unsubordinated and (subject to Condition 4) unsecured obligations of the Issuer and the Guarantor, respectively. See “Terms and Conditions of the Bonds – Status of the Bonds” and "Terms and conditions of the Bonds – Guarantee". This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Such approval relates only to the Bonds which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. The regulated market of the Irish Stock Exchange plc (the “Market”) is a regulated market for the purposes of Directive 2004/39/EC. Application has been made to the Irish Stock Exchange plc for the Bonds to be admitted to the official list of the Irish Stock Exchange plc (the “Official List”) and trading on its regulated market. The Bonds will initially be represented by a temporary global Bond (the “Temporary Global Bond”), without interest coupons, which will be issued in New Global Note (“NGN”) form and will be delivered on or prior to 30 June 2014 to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Temporary Global Bond will be exchangeable for interests in a permanent global Bond (the “Global Bond”), without interest coupons, on or after a date which is expected to be 11 August 2014 upon certification as to beneficial ownership. See “Summary of Provisions relating to the Bonds while in Global Form”. The denomination of the Bonds shall be €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000. No definitive Bonds will be issued with a denomination above €199,000. The Bonds are rated Baa3 by Moody’s Investors Service, Inc. (“Moody’s”) and are rated BBB- by Fitch Ratings Ltd. (“Fitch”). Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 (the “CRA Regulation”). As such, Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Moody’s is not established in the European Union but its ratings are endorsed by Moody’s Investors Service Limited which is established in the European Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. GLOBAL CO-ORDINATORS BNP PARIBAS HSBC JOINT LEAD MANAGERS BNP PARIBAS HSBC Santander Global Banking & Markets UniCredit Bank Mitsubishi UFJ Securities The Royal Bank of Scotland

This Prospectus comprises a prospectus for the purposes of Article 5(3) of the Prospectus Directive, as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005 and for the purpose of giving information with regard to the Issuer, the Guarantor, the Guarantor and its controlled, jointly controlled and significantly influenced entities (the “PKN ORLEN Group”) and the Bonds which according to the particular nature of the Issuer, the Guarantor, the PKN ORLEN Group and the Bonds, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers (as defined in “Subscription and Sale” below) to subscribe or purchase, any of the Bonds. The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Bonds and distribution of this Prospectus, see “Subscription and Sale” below. None of the Joint Lead Managers, has separately verified the information contained in this Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained in this Prospectus or any other information supplied in connection with the Bonds. Each person receiving this Prospectus acknowledges that such person has not relied on any of the Joint Lead Managers in connection with its investigation of the accuracy of such information or its investment decision and each person must rely on its own examination of the Issuer and the Guarantor and the merits and risks involved in investing in the Bonds. In particular, each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer, the Guarantor and the PKN ORLEN Group. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or the Joint Lead Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantor or the PKN ORLEN Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer, the Guarantor or the PKN ORLEN Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the issue of the Bonds is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of this Prospectus or for any other statement, made or purported to be made by a Manager or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the Bonds. Each Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and Bonds in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Bonds may not be offered, sold or delivered within the United States or to U.S. persons. Except as otherwise provided, translations of amounts from one currency into another currency are solely for the convenience of the reader and are made at various exchange rates. No representation is made that the amounts referred to herein could have been, or could be, converted into another currency at any particular exchange rate. In connection with the issue of the Bonds, BNP Paribas (the “Stabilisation Manager”) or any person acting on behalf of the Stabilisation Manager may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager (or any person acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or person(s) acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules. Data included in this Prospectus have been subject to rounding adjustments; accordingly data shown for the same item of information may vary and figures which are totals may not be arithmetical sums of their components. 2

In respect of information in this Prospectus sourced from a third party, the Guarantor confirms that the information has been accurately reproduced and that, as far as the Guarantor is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

PRESENTATION OF INFORMATION In this Prospectus, all references to: U.S. dollars and USD refer to United States dollars; PLN refer to Polish zloty; CZK refer to Czech koruna; and euro, EUR and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended. References in this Prospectus to "concessions" reflect Polish legal terminology and should be understood as references to licences or permits. Capitalised words used in this Prospectus which are not otherwise defined have the meanings set out in the Glossary. The Group prepared its unaudited reviewed consolidated financial statements for the three months ended 31 March 2014 and its audited consolidated financial statements for the years ended 31 December 2013 and 31 December 2012 in accordance with International Financial Reporting Standards as adopted in the EU (IFRS EU).

KPMG Audyt Sp. z o.o. conducted their audits of the consolidated financial statements for the years ended 31 December 2013 and 31 December 2012 in accordance with section 7 of the Accounting Act, National Standards on Auditing issued by the National Council of Certified Auditors and International Standards on Auditing. Non-GAAP Resources In this Prospectus the following NON-GAAP measures of PKN ORLEN and its subsidiary companies are used: EBIT, which represents earnings before interest and taxes; EBITDA, which consists of earnings before interest, taxes, depreciation and amortisation; EBITDA LIFO, which consists of earnings before interest, taxes, depreciation and amortisation, valuing expenses based on the most recent purchases (Last in, First out). The management believes that the most recent purchases more accurately reflect the current impact on cashflow of purchasing inventory. EBIT, EBITDA and EBITDA LIFO are measures used by PKN ORLEN’s management to measure operating performance. PKN ORLEN calculates:

 EBIT as net profit for the period minus results of financial operations and corporate income tax;

 EBITDA as net profit for the period minus results of financial operations, corporate income tax, depreciation and amortisation; and

 EBITDA LIFO as net profit for the period minus results of financial operations, corporate income tax, depreciation and amortisation and with expenses calculated using LIFO methodology.

EBIT, EBITDA and EBITDA LIFO are not recognised measures under IFRS and do not purport to be alternatives to profit for the period as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBIT, EBITDA and EBITDA LIFO are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, changes in working capital, debt service requirements and capital expenditures. PKN ORLEN believes that EBIT, EBITDA and EBITDA LIFO provide useful information to investors and are helpful in highlighting trends because they exclude the results of certain decisions that are outside the control of operating management and can differ significantly from company to company depending on long term strategic decisions regarding capital structure, its stage of growth development, its capital expenditure requirements, the jurisdictions in which certain companies operate and capital investments. As not all companies use identical calculations, these presentations of EBIT, EBITDA and EBITDA LIFO may not be comparable to other similarly titled measures used by other companies. EBIT, EBITDA and EBITDA LIFO may not be indicative of the Group’s historical operating results presented in accordance with IFRS. EBIT, EBITDA and EBITDA LIFO are not subject to audit or review by any independent auditors. RESTATEMENT IN 2014 In accordance with IFRS 11, which became effective on 1 January 2014, joint arrangements within the Group are now accounted for under the equity method rather than the proportionate consolidation method applied previously. As a

result of the change, certain items in the statement of financial position and statement of comprehensive income are presented as investments accounted for under equity method and share in profit from investments accounted for under equity method. In order to enable a comparison of financial statements following the change in consolidation method the comparative data for:

 the 3 months period ended 31 March 2013 has been restated (to enable comparison with the same period in 2014);

 the financial position as at 31 December 2013 has been restated (to enable comparison with 31 March 2014); and

 the financial position as at 1 January 2013 has been restated (to enable comparison as at the date of implementation of IFRS 11). Implementation of the new IFRS 11 had no effect on the net result of the presented periods. References in this Prospectus to "restated data" are to figures restated in accordance with IFRS 11. As at 11 June 2014, the National Bank of Poland average exchange rate between euro and zloty was EUR 1 = PLN 4.1157 and between United States dollars and zloty was USD 1 = PLN 3.0431.

TABLE OF CONTENTS

Page

OVERVIEW 7

RISK FACTORS 9

INFORMATION INCORPORATED BY REFERENCE 25

TERMS AND CONDITIONS OF THE BONDS 26

USE OF PROCEEDS 39

DESCRIPTION OF THE ISSUER 40

SELECTED FINANCIAL INFORMATION 41

DESCRIPTION OF THE GROUP 49

TAXATION 107

SUBSCRIPTION AND SALE 114

GLOSSARY OF TECHNICAL TERMS 116

GENERAL INFORMATION 119

OVERVIEW

This overview must be read as an introduction to this Prospectus and any decision to invest in the Bonds should be based on a consideration of the Prospectus as a whole, including the full terms and conditions. This overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus.

Words and expressions defined in the “Terms and Conditions of the Bonds” below or elsewhere in this Prospectus have the same meanings in this summary.

The Issuer ORLEN Capital AB (publ) Reg. No. 556824-5871.

The Guarantor Polski Koncern Naftowy ORLEN Spółka Akcyjna.

Joint Lead Managers Banco Santander, S.A. BNP Paribas HSBC Bank plc UniCredit Bank AG Mitsubishi UFJ Securities International plc The Royal Bank of Scotland plc

The Bonds €500,000,000 2.500 per cent. Guaranteed Bonds due 2021.

Issue Price 99.135 per cent. of the principal amount of the Bonds.

Issue Date Expected to be on or about 30 June 2014.

Interest The Bonds will bear interest from and including the Issue Date at a rate of 2.500 per cent. per annum payable annually in arrear on 30 June in each year.

Status of the Bonds and the Guarantee The Bonds are direct, unconditional and (subject to Condition 4) unsecured obligations of the Issuer.

The guarantee is a direct, (subject as decribed below) unconditional and (subject to Condition 4) unsecured obligation of the Guarantor. The Guarantor’s obligations in respect of the guarantee are contained in the Guarantee. The Guarantee will be valid up to a maximum amount of €1,000,000,000.

Form and Denomination The Bonds will be in bearer form in the denomination of €100,000 and integral multiples of €1,000 in excess thereof, up to and including €199,000.

See “Summary of Provisions relating to the Bonds while in Global Form”.

Rating The Bonds are rated Baa3 by Moody’s and are rated BBB- by Fitch.

A rating reflects only the views of the relevant rating agency and is not a recommendation to buy, sell or hold any Bonds. A rating may be subject to revision, suspension or withdrawal at any time by the relevant rating agency. For information on certain risks connected with ratings see “Risk Factors”. An explanation of the significance of specific ratings may be obtained from the relevant rating agency.

Withholding Tax See “Taxation”.

Change of Control with Rating Each Bondholder will have the option to require the Issuer to redeem 7

Downgrade Put Event any outstanding Bonds it holds upon the occurrence of a Put Event (i) at 101 per cent. of their principal amount, together with interest accrued up to, but excluding, the Optional Redemption Date if the Bonds carry a Non-Investment Grade Rating or no credit rating on the Relevant Announcement Date; or (ii) at their principal amount, together with interest accrued up to, but excluding, the Optional Redemption Date if the Bonds carry an Investment Grade Rating at the Relevant Announcement Date, provided that if, at the Relevant Announcement Date, the Bonds carry a credit rating from more than one Rating Agency at least one of which is an Investment Grade Rating, then sub- paragraph (ii) will apply.

A Put Event will be deemed to occur if there is a Change of Control of the Guarantor and, on the Relevant Announcement Date, the Bonds carry from any Rating Agency:

(a) an investment grade credit rating and such rating is downgraded to a Non-Investment Grade Rating or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded to an investment grade credit rating;

(b) a Non-Investment Grade Rating; or

Such rating activity must have resulted from the Change of Control, as confirmed by the relevant Rating Agency.

Events of Default See Condition 10 of the “Terms and Conditions of the Bonds”.

Negative Pledge See Condition 4 of the “Terms and Conditions of the Bonds”.

Governing Law The Bonds, the Guarantee, the Agency Agreement and the Subscription Agreement will be governed by English law.

Listing and Trading Application has been made to the Irish Stock Exchange plc for the Bonds to be admitted to the Official List and to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.

Clearing Systems Euroclear and Clearstream, Luxembourg.

Selling Restrictions See “Subscription and Sale”.

Risk Factors Investing in the Bonds involves risks. See “Risk Factors”.

RISK FACTORS

The Issuer and the Guarantor believe that the following factors may affect their ability to fulfil their obligations under the Bonds and the Guarantee. All of these factors are contingencies which may or may not occur and the Issuer and the Guarantor are not in a position to express a view on the likelihood of any such contingency occurring.

Factors which the Issuer and the Guarantor believe may be material for the purpose of assessing the market risks associated with the Bonds are also described below.

The Issuer and the Guarantor believe that the factors described below represent the principal risks inherent in investing in the Bonds but the inability of the Issuer or the Guarantor to pay interest, principal or other amounts on or in connection with the Bonds may occur for other reasons and the Issuer and the Guarantor do not represent that the statements below regarding the risks of holding the Bonds are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.

RISK FACTORS RELATING TO THE MARKET

Adverse changes in local and global economic conditions and the demand for transportation fuels may adversely impact the Group's business, financial condition and results of operations.

The global economic recovery from the recent recession continues to be tenuous and the risk of significant global economic downturn continues. Further prolonged downturns or failure to recover could result in declines in consumer and business confidence and spending as well as increased unemployment and reduced demand for transportation fuels. This continues to adversely affect the business and economic environment in which the Group operates. There is a correlation between a reduction in GDP and a reduction in demand for transportation as fewer business and/or leisure related journeys are undertaken during periods of economic downturn. Furthermore, during such periods, demand for unlawful sales of transportation fuels (such as grey zone transactions) increases. Lower levels of economic activity in the countries in which the Group operates could also result in declines in energy consumption, including declines in the demand for, and consumption of, the Group's refined products, which could cause the Group's revenues and margins to decline. If these macro fundamentals do not improve there may also be a potential impairment risk. Additionally, lower levels of economic activity could lead to increased volatility in prices for refined products and could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group's products are subject to fluctuations in demand and supply due to several factors including changes in the macroeconomic environment, competition and technology.

Economic downturn may increase pressure on the demand for certain petroleum products. Furthermore, advances in technology have enabled alternative fuels such as bio-fuels, liquid petroleum gas ("LPG") and electricity to gain an increased share of the market for automotive fuel.

The demand for the Group's gasoline products in foreign markets has also declined, in particular due to a significant increase in production capacity in, the United States, which was a major source of exports for the Group. In addition, European refineries, despite their modernisation, are under increased global competition from foreign producers with new, large refineries. PKN ORLEN has observed a reduction in refining margins for gasoline due to a comparative increase in supply (relative to demand) globally. The impact of these factors on supply and demand for the Group's products could have a material adverse effect on the future business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Oil price fluctuations and a substantial or extended decline in refining margins would negatively impact the Group's financial results.

The Group's financial results are primarily affected by the margin between the prices at which the Group sells refined products and the prices at which the Group purchases crude oil and other feedstocks (the "refining margin"). The Group buys crude oil under contracts in which prices are determined on the basis of, or by reference to, world oil prices on the futures market and the spot market. These prices may be subject to significant fluctuations in response to changes over which the Group has no control, including:

 the economic and political situation in the oil producing regions, particularly the Russian Federation, the Middle East, South America and Africa;

 global and regional supply and demand and expectations regarding future supply and demand;

 actions taken by countries extracting and making use of crude oil and by major oil suppliers;

 violations by pipeline owners and operators of agreements, and their failure to perform under such agreements;

 disruptions in the flow of crude oil (e.g. technical or environmental); prices and availability of alternative fuels;

 global economic and political conditions; and

 weather conditions and other emergencies.

The price of the crude oil the Group purchases and the price at which the Group can sell its refined products may also fluctuate independently of each other due to a variety of factors beyond the Group's control, including regional and global supply of, and demand for, crude oil, gasoline and diesel and other feedstocks and refined products. These in turn depend on, among other things, the availability and quantity of imports, the production levels of suppliers, levels of refined product inventories, productivity and growth (or the lack thereof) of regional and global economies, political affairs and the extent of governmental regulation.

The Group seeks, in part, to hedge oil price fluctuations, however, such hedging may not always be effective.The Group purchases refinery feedstocks weeks before refining and selling the refined products. Price level changes during the period between purchasing feedstocks and selling the refined products could have a significant positive or negative effect on the Group's financial results.

A decline in refining margins and oil price fluctuation could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Exchange rate risk.

The price of crude oil bought by the Group is expressed in USD. A significant part of the sales of refined oil products is also priced in USD or by reference to USD, and prices of a large portion of petrochemical products are denominated in EUR or indexed to EUR. However, a significant portion of the Group's costs and revenues are denominated in PLN or CZK, therefore the Group is exposed to foreign exchange risk. The costs incurred by the Group in PLN and CZK may exceed its revenues in those currencies, and a significant increase in the value of PLN or CZK relative to USD or EUR could adversely affect the Group's results.

The Group has financing agreements in EUR and USD that require the Group to maintain a certain ratio of the net debt to EBITDA. There is a risk that an increase in the value of EUR or USD relative to PLN could immediately increase the net debt, while improving EBITDA would be delayed due to the fact that it is calculated semi-annually and annually. This contingency may expose the Group to additional financial costs if such financing is dependent on, or the margin of such financing is impacted by, the net debt to EBITDA ratio. A significant movement in such figures could potentially result in a breach of the required ratio. As a result, adverse changes in the exchange rates that the Group is exposed to could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Cyclical nature of the petrochemical industry.

The Group manufactures and sells petrochemical products such as ethylene, propylene and polyolefins. The prices of petrochemical products are cyclical and influenced by changes in global capacity and demand. Historically, the petrochemical industry has experienced periods of low supply, causing an increase in prices and margins, alternating with periods of significant capacity increases resulting in excess supply and lower prices and margins. There is no guarantee that future growth in demand for petrochemical products will be sufficient to take full advantage of the Group's current and projected production capacity.

Surplus production capacity can, depending on its extent, cause a reduction of prices and margins. An unforeseen increase in the industry's production capacity may adversely affect the market conditions. Future price changes of petrochemical products are unforeseeable and could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group's dependence on natural gas supplies.

Gas supplies may be restricted by commercial factors resulting from the terms of agreements with suppliers and by technical problems with infrastructure. Over the last few years, Polskie Górnictwo Naftowe i Gazownictwo S.A. ("PGNiG") has limited gas supplies in short periods under "commercial restrictions". However, due to its diversified gas portfolio, the Group has been able to use alternative gas suppliers to meet its requirements. Nevertheless, the Group remains significantly dependent on one gas supplier in particular, PGNiG, from whom the Group receives 70 per cent. of its natural gas supplies. This dependence could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Changes in natural gas prices.

Gas prices are dependent on external factors, over which the Group has no control. Prices quoted in import contracts are linked to the prices of oil products or relate to quotations from the energy markets. Any substantial increase in gas prices could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The following factors may affect the price of natural gas:

 global and regional economic and political development trends in the regions rich in energy resources;

 global and regional changes in supply and demand for natural resources;

 the influence of OPEC members and other countries rich in energy sources on their prices and production levels;

 prices of petroleum products (and all macroeconomic factors affecting the price of oil);

 gas prices in the liquid European markets;

 access to gas infrastructure, in particular, to cross-border connections with the European Union;

 inventory levels;

 the level of balance between supply and demand in the global LNG market;

 fluctuation of prices in relation to alternative energy sources that may have an impact on financial conditions in gas supply agreements;

 Polish and foreign legal regulations and the Polish government's policy and strategy;

 global and local political and economic conditions; and

 prices and access to new technologies for energy production; and weather conditions.

Polish natural gas prices continue to be shaped in isolation from the price mechanisms operating in liquid gas markets in Europe and are not always comparable to these prices. Depending on the market situation, Polish gas prices may be lower or are higher than the prices in neighbouring deregulated markets (such as the German or the Czech market).

Changes in the motor fuel market.

Changes in the dynamics of demand for different oil products can have a significant impact on the Group's sales structure and volumes. Periodic surpluses in fuel supply can force the Group to sell its fuels on international markets, which entails higher logistics costs. Further, the Group's fuel market is related to the overall European fuel market through pricing based on or connected to Platt's NWE ARA (or Argus) quotations. Any changes in European motor fuel costs are therefore reflected in the Group's general price levels for fuel. Factors that can affect the Group's price levels for motor fuel include:

 major shifts in supply routes with the United States or a reduced or increased amount of exports from Russia; and

 the scope of the "grey market" in fuel trade.

According to estimates of the Polish Oil Industry and Trade Organisation ("POPiHN"), volumes of fuel sold in Poland in violation of tax laws in 2012 were as high as 10-12 per cent. of the market, with similar figures in 2013. The import of fuels from Germany, Slovenia and Austria to be sold on the "grey market" also increases competition in the Czech fuel market. The Group co-operates with the competent authorities in order to introduce appropriate changes in the fuel trade regulations and changes in tax laws to facilitate the amendment of the Tax Code in order to reduce the size of the "grey market" in fuel trade. Delays in the legislative work can have an impact on the size of the "grey market" and consequently, on the profitability and volumes of the Group's fuel sales.

The 2008 credit crisis and subsequent global recession affected motor fuel demand. As a result, in recent years in Central Europe, the demand for cheaper diesel has increased at the expense of gasoline. As diesel sales generate lower margins than gasoline, a continuation of this trend could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Lithuania's and the Czech Republic's economy remain vulnerable to external adverse economic and financial conditions.

In the past Lithuania's and the Czech Republic's economies have been vulnerable to external adverse economic and financial conditions. During the most recent global economic crisis, GDP levels declined and the unemployment rate increased significantly.

A reduction in economic activity in Lithuania or the Czech Republic could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

RISKS RELATING TO SUPPLY

The Group does not currently produce crude oil and is therefore dependent on purchases of crude oil from suppliers. The risk factors in this section relate to the risk of a reduction in the supply of crude oil to the Group. Any such reduction in supply, or uncertainty relating to the supply of crude oil could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group's business could be impaired by political, social and economic instability.

Any political, social or economic instability in countries from which the Group purchases crude oil, through which oil is transported to the countries in which the Group conducts operations ("transit countries"), or in the home countries of contractors supplying oil to the Group's refineries, could lead to a reduction in the supply of crude oil to the Group. In particular, the Group purchases crude oil mainly from Russian sources and therefore any disputes within or involving Russia, transit countries and the countries in which the Group operates, including but not limited to the imposition of any international sanctions impacting the operations of any relevant jurisdiction or counterparty, may lead to a reduction in or uncertainty relating to the supply of crude oil to the Group.

The Group is subject to the risk of a reduction in supply as a result of changes in the global infrastructure for the supply of, or market for, crude oil.

There may be a possible reduction in the availability of Russian crude oil within the Druzhba pipeline system as a consequence of a reduction in the role of transit countries, such as Belarus and Ukraine, and following completion of the Baltic Pipeline 2 and the export terminal in Ust-Luga.

Growth of China's demand for oil and the commissioning of the second part of the Eastern Siberia-Pacific Ocean pipeline, could cause an increase in exports of Russian crude oil to Asian markets and, consequently, result in a reduction in supply to European markets.

Changes in the dynamics of the Russian oil industry may result in an increase in the prices of the Russian export blend crude oil of the Urals type ("REBCO") expressed in US dollars per barrel (a volume unit commonly used in the oil industry), which in turn may impact the prices per barrel of other types of crude oil, including Brent.

Each of these factors, and similar changes may impact on the supply and/or price of crude oil available to the Group.

The Group is subject to risks relating to the disruption of supply lines and is dependent on a single pipeline for the majority of its crude oil supplies.

The Group is exposed to risks associated with the process of refining crude oil, which may potentially be disrupted by a variety of factors including:

 disruption of supplies in crude oil;

 logistical disruption of supply by sea, pipeline, rail or other means of transport to the Group's refineries; or

 adverse weather conditions disrupting plant or machinery, or delaying transportation along supply lines, such as loading, reloading and unloading at marine terminals (this applies, in particular, to the SPM port of Butinge).

Furthermore, contracts with transport infrastructure operators (in particular, the Trieste-TAL-IKL system) contain pumping limits. Exceeding these limits may stop further supply or may lead to incurring additional charges for further services.

The Group is also dependent on supply from the Druzhba pipeline. Approximately 75 per cent. of crude oil supplies to the Płock refinery are carried out on the basis of long-term contracts through the Druzhba pipeline to the pumping station in the town of Adamowo-Zastawa, located on the Polish-Belarusian border. If pipeline transport is unavailable, oil suppliers are required to supply oil on the same terms by marine transport through the port of Gdańsk. The supply contracts include contractual penalties (such as liquidated damages) for any failure to supply the volume of crude oil in accordance with their terms. Any prolonged disruption, without supplies from standard or alternative sources, may have a material adverse effect on the refinery operations of the Group. See "Description of the Guarantor – Refining Segment – Crude Oil Supplies".

The Group's refineries may need to use crude oil from third party stocks (including state agencies) when supply from current suppliers is low or when its own stock levels are insufficient. Such supply may be at an increased cost, and may also include unfavourable amendments to agreements signed with third parties for the provision of related logistical services to the Group. The increased processing of types of crude oil other than REBCO would be less cost effective for the Group's refineries in Płock, Litvinov and Mažeikiai where the price of supply of such other crude oil types is higher. Furthermore, the supply of REBCO by marine tankers rather than by pipeline would also increase the costs of crude oil procurement due to increased transport cost and the increased amount of time taken to get to the market.

Any significant disruption in the oil refining process could also lead to an increase in costs associated with repairs, organisation of alternative supply lines, or breach of supply contracts, or losses associated with the opportunity cost of a loss of production or business. Any such costs or losses could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

GENERAL RISKS RELATING TO THE OPERATIONS OF THE GROUP

Certain agreements of the Group governing long-term debt contain restrictive covenants.

Certain agreements of the Group governing long-term debt contain certain restrictive covenants, including negative pledge clauses and covenants requiring the maintenance of particular financial ratios, which may restrict the ability of the Group to acquire or dispose of assets or incur new debt. A sudden drop in the price of crude oil along with the devaluation of PLN to EUR or USD may, in the short term, increase the risk of such covenants being breached. Failure to comply with any of these covenants could constitute an event of default, which could result in the immediate or accelerated repayment of debt, lead to cross-default under other credit agreements or limit the ability of the Group to implement and execute key strategies. Such factors in turn could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Industrial action or adverse labour relations could disrupt the Group's business operations.

The Group's employees are parties to national or industry collective bargaining arrangements and benefit from applicable local law, regulation and custom regarding employee rights and benefits. If the Group is unable to negotiate acceptable labour agreements or maintain satisfactory employee relations, the results could include work stoppages, strikes or other industrial action or labour difficulties (including higher labour costs) and have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee. 13

The Group may make acquisitions that may not positively influence its business

As part of its strategy the Group may engage in discussions regarding potential acquisitions of businesses that it believes will present opportunities to enter new markets or expand its current operations in Poland, increase synergies between its businesses and the acquired business and produce other benefits. Any acquisition the Group may undertake in the future could result in the incurrence of debt and contingent liabilities and an increase in interest expense and impairment and amortisation expenses related to goodwill and other intangible assets or in 'the use by the Group of available cash on hand to finance any such acquisitions.

If the Group experiences any difficulties in integrating acquired operations into its business, the Group may incur costs higher than expected and not realise some or all of the expected benefits of such acquisitions. In addition, the involvement of the Group's management in acquisitions and the integration of the acquired businesses may limit their involvement in its other operations. The Group's debt burden may also increase if it uses any external financing to finance any future acquisition, which could have a negative impact on its cash flows and its ability to finance its overall operations.

As a result, if the Group consummates any significant acquisitions, this could have a material adverse effect on its business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group is subject to risks associated with increased competition.

The Group is facing increasing competitive pressure in all areas of its operations, from both local and global gas and oil companies. The Group's market position in Poland, the Czech Republic, Lithuania and Germany is potentially threatened by competition from other regional refineries and wholesale distributors. Fuel is imported wholesale to the markets where the Group operates, from Belarus, the Slovak Republic, Russia, the Scandinavian countries and Germany. Products imported from these countries as well as an increase in the import of products from the United States and the Middle East may exert price pressure on the Group's products. The Group's retail competitors include international and regional oil companies, many of which have significantly greater financial resources than the Group. Worldwide and regional refining capacity expansions may also result in refining production capability exceeding refined product demand, which would have an adverse effect on refining margins. In particular, the planned expansion and construction of new refineries in Russia may mean that more crude oil is refined in Russia, which would reduce the supply of available crude oil for refining and also increase competition in respect of the sale of refined products. This may ultimately lead to a reduction in refining margins for the Group.

Competition and innovation in the refined oil-products and lubricants industries may put pressure on the product prices the Company is able to charge customers. The implementation of the Company's strategy to remain competitive may require continued technological advances and innovation in its refining and downstream businesses, and its energy generation and trading business. The implementation of these strategies may be costly and ineffective. The Company's financial condition and results of operations may be adversely affected if competitors develop or acquire intellectual property rights to technology or if the Company's innovation lags behind the rest of the industry.

The market for the refining of oil is highly competitive, and any increase in competition could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Risk associated with IT systems and data security.

The Group operates with and is dependent on, highly complex and advanced information technology systems ("IT") in many areas of its activity. The Group's business might be materially disrupted if there was a failure in its IT systems. IT system failures could be caused by, among other things, software bugs, computer virus attacks or conversion errors due to system upgrading, security breaches caused by unauthorised access to systems or loss or corruption of data. The materialisation of any at these risks could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Failures, breakdowns, planned or unplanned outages, as well as natural disasters or sabotage at the Group's plants, or in the supply and distribution infrastructure of the Group, may harm the business and reputation of the Group or could cause significant harm to the environment.

Any of the plants or supply and distribution infrastructure of the Group could be subject to failure, breakdowns, planned or unplanned outages, capacity limitations, system loss, breaches of security or physical damage due to natural disasters (such as storms, floods or earthquakes), sabotage, terrorism, computer viruses, fuel interruptions and other causes. Such events may cause personal injury, loss of life, damage to property, delayed or reduced production, 14

can have a negative impact on the Group's cost base and can cause damage to the Group's reputation. Remediating their effects may entail incurring significant costs.

Although the Group is covered by insurance customarily used in the industry in which it operates, it is exposed to the risk of potentially significant losses not covered under the insurance limits or to losses in respect of non-essential assets for which the Group does not have insurance.

The Group cannot give any assurance that accidents will not occur or that the preventative measures taken by it will be fully effective in all cases, particularly in relation to external events that are not within its control, such as floods and other natural disasters. Due to the complexity of operations, the Group is not able to eliminate the risk of unplanned outages and cannot predict the timing or impact of these outages with certainty. The Group's emergency response, disaster recovery and crisis management measures may not be sufficient to fully protect or mitigate against the effects of such events. Any disruption of operations may cause loss of stocks of crude oil or refined products, customer dissatisfaction and may also lead to liability for damages, the imposition of penalties and other unforeseen costs and expenses which could have a material adverse effect on the reputation, business, results of operations and financial condition of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group faces risks associated with entering new business areas, in particular relating to the Group's exploration and prospecting projects (extraction activity).

As part of a strategy of greater diversification through vertical integration, the Group is involved in a number of exploration projects. Such projects involve many geological and operating risks that may prevent the implementation of the Group's diversification strategy or the achievement of expected returns from such projects. Investment in such projects is significant and a failure to yield expected returns would involve significant losses. The implementation of these projects may also be delayed or may not succeed. Such projects may also not yield the projected returns due to cost overruns, lower than expected medium to long-term oil and gas prices, higher-than-expected taxes or costs of financing, adverse changes in industry regulations, shortage of equipment and qualified personnel, adverse weather conditions, and/or counterparty risk associated with joint venture or contracting parties associated with such projects. These projects can also often require the use of new, advanced technologies, which are expensive to develop, acquire and implement, may be untested and may not function as expected.

The Group also continues to analyse the possibility and economic viability of acquiring assets related to crude oil excavation (hydrocarbon reserves) in order to diversify its current limited upstream assets portfolio. This would involve property rights and/or the rights to excavate, among other things, oil and gas naturally occurring in conventional and unconventional deposits (oil from tar sands, shale gas, tight gas, gas from coal). Factors such as market liquidity, competition among purchasers, changes in the assessment of economic viability and political risk may restrict the Group's ability to acquire and/or exploit such assets.

Some of the upstream projects are being implemented (or may in the future be implemented) through joint ventures or in co-operation with other companies, which is typical in the upstream activities of the oil and gas industry. See "Upstream – Conventional Projects and Unconventional Projects". Joint venture co-operation to conduct exploration for, and exploitation of, hydrocarbon deposits is used to reduce the total potential exposure in respect of risks associated with such activities, however, it also carries with it additional risks related to performance by such partners and counter-parties. The Group may not have full decision making autonomy in respect of such activities as it may not fully control the operations and assets of, or be able to take significant decisions relating to, these joint ventures without the partners' consent. Furthermore, one or more of the Group's partners may take a unilateral decision to withdraw from a joint venture, which could make the relevant project uneconomical for the Group. Should any of these risks materialise this could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group is exposed to default or delay of counterparties, including partners, contractors, subcontractors, suppliers, financial and insurance institutions.

The Group may undertake significant capital expenditure related to the modernisation, renewal and construction of its assets. The Group faces the risk of potential default or delay by its counterparties (including, among others, partners, contractors, subcontractors, suppliers, financial and insurance institutions), especially in cases of financial hardship or bankruptcy. Any default by counterparties may affect the cost and completion of projects, the quality of work, the supply of certain critical products or services and/or lead to potential reputational risk, business continuity risk and the loss of important contracts. There is also a possibility of substantial additional costs, particularly in cases where members of the Group would have to pay contractual penalties, find alternative counterparties or complete work which had previously been sub-contracted.

Such events could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group is exposed to the risks associated with using third party infrastructure to distribute its production.

In terms of product distribution logistics, the Group is largely dependent on local and state monopolies, such as PERN and its subsidiary Group OLPP in Poland, or ČEPRO in the Czech Republic. Product distribution logistics of the Mažeikiai refinery are dependent on the sole rail transport operator, AB Lietuvos Geležinkeliai. Changes in tariffs charged by these entities have a direct impact on the Group's product distribution logistics costs. The Group uses pipelines owned and operated by third parties. Lack of proper maintenance, breakdowns and spills, litigation and other actions restricting the Group's access to such facilities could force the Group to use more expensive alternative routes (including by sea and by rail), which could reduce the Group's margin and as a result could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Introduction of competing renewable fuel technologies or hybrid and electric engines may have an impact on the demand for the Group's products.

Many companies are investigating ways to develop technologies to produce high quality fuel using renewable feedstocks. At the same time, vehicles powered by hybrid systems and electric engines are beginning to gain market share. Hybrid vehicles include both an electric engine and a gasoline or diesel powered engine, both of which are smaller than if they were the sole source of power, and make use of regenerative braking. 'Plug in' hybrids that can be charged from domestic electrical outlets are also being launched. The relative economy of these vehicles depends on how the electricity used is generated and how much it costs. A rapid introduction or diffusion of new renewable fuel production technologies or new vehicles powered by hybrid systems and electric engines may have a material adverse effect on the on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group may not keep pace with technological changes

The technologies used in the oil and gas and petrochemical industries may continue to evolve rapidly in the future. In order to maintain competitiveness and to expand its business, the Group must effectively adjust to changes in technology. If the Group is unable to modernise its technologies quickly and regularly so as to take advantage of industry trends, it could face increased pressure from competitors. The Group could also lose valuable opportunities to expand its operations in existing and new markets due to an insufficient integration of new technologies in its operations. As a result, the failure of the Group to respond to current and future technological changes in an effective and timely manner could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group is exposed to a wide range of health, safety, security and environment risks.

Due to the nature of its business, the Group handles flammable and explosive substances, such as gasoline and liquefied petroleum gases stored under pressure, as well as toxic substances. As a result, the Group faces risks in its daily operations relating to technical failures and loss of containment of hydrocarbons and other hazardous material at its refineries or pipelines. Failure to manage these risks could result in injury, loss of life, environmental damage or loss of production and could result in regulatory action, legal liability and disruption of business activities on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Risk of changes in shareholding.

The majority of the Group's share capital is held by minority shareholders who own less than 5 per cent of the shares in the Group. To the knowledge of the Group, as at the date hereof there are three shareholders with a share of more than 5 per cent. of the share capital of PKN ORLEN, namely: the State Treasury (holding 27.52 per cent.); ING OFE (which, according to information from the Ordinary General Meeting of PKN ORLEN of 15 May 2014 holds 9.35 per cent.); and AVIVA OFE (which, according to information from the Ordinary General Meeting of PKN ORLEN of 15 May 2014, holds 7.01 per cent.).

Whilst management is not aware of any intention by the State Treasury to sell its shares in the Group, there can be no assurance that the State Treasury will retain any or all of its current shareholding in the Group. Changes in the ownership structure could alter the composition of the management and supervisory bodies of PKN ORLEN and influence the Group's strategy. It could also have a negative impact on the Group's rating and could have a material 16

adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group faces the risk of cash flow fluctuations due to interest rate fluctuations.

The Group is exposed to the risk of cash flow fluctuations due to interest rate fluctuations, resulting from bank credits, loans and debt securities issued, based on floating interest rates, and derivatives hedging cash flow risks. The Group hedges part of its cash flow risk associated with interest payments on external financing in EUR and USD, using interest rate swaps. The Group swaps securities issued at variable interest rates in PLN to fixed interest rates in EUR through cross-currency swap transactions. For all transactions with derivatives hedging interest rate risk, cash flow hedge accounting is applied. Fluctuations in interest rates may lead to an increased cost of funding for the Group. Derivatives entered into to counter such risk may not always be effective. Such fluctuations in interest or ineffective derivatives transactions could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group is currently facing pending tax, customs, excise and other financial inspections.

A number of tax, customs, excise and financial inspections are conducted in respect of various entities of the Group. These activities are part of the ordinary course of business. Although the Group does not expect that any of these inspections will have a material adverse effect on the business, financial results, financial condition and prospects of the Group there can be no assurance that this will not occur, and that there will not be a material adverse effect on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee, see "Description of the Guarantor - Court and Arbitration Proceedings".

The Group is subject to litigation and regulatory proceedings and no assurance can be given as to their outcome or the sufficiency of provisions in respect thereof.

In the ordinary course of business, the Group is subject to numerous civil, administrative and arbitration proceedings. The audited consolidated financial statements of the Group show accrued provisions for liabilities relating to particular proceedings, calculated based on the advice of the Group's internal and external legal counsel. As of 31 December 2013, provisions were also recorded relating to various other risks and charges, primarily in connection with regulatory disputes and disputes with local authorities. However, provisions have not been recorded in respect of all legal, regulatory and administrative proceedings to which the Group is, or may become, a party. In particular, the Group has not recorded provisions in cases in which the outcome is unquantifiable or which the Group currently expects to be ruled in its favour. As a result, no assurance may be given with respect to the adequacy of provisions to cover all amounts payable by the Group in connection with such proceedings. Failure to quantify sufficient provisions or to assess the likely outcome of any proceedings could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group may not be able to hire, train or retain a sufficient number of qualified staff.

The oil and gas industry requires management and employees who have a highly specialised knowledge bases and skill sets. The Group is therefore dependent on highly skilled management and employees. Experienced and capable personnel are in high demand and the Group faces significant competition in its principal markets to recruit such personnel. Consequently, when experienced employees leave, the Group may have difficulty, and incur additional costs in replacing them. In addition, the loss of any member of the senior management team may result in a loss of organisational focus, poor execution of operations and/or corporate strategy and an inability to identify and execute potential strategic initiatives in the future, including strategies relating to the growth of the Group's business. Failure to hire, train or retain a sufficient number of experienced, capable and reliable personnel, especially senior and middle management with appropriate professional qualifications, or to recruit skilled professional and technical staff in pace with potential growth, could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

A deterioration of the Group's business reputation may adversely impact in its operations, brand and financial performance.

The Group's reputation is important to its business for reasons including, but not limited to, finding commercial partners for business ventures, securing licenses with governments, attracting contractors and employees and negotiating favourable terms with suppliers. The Group operates in the premium segment of the retail market under the name ORLEN. The Group has recognised and established brand of petrol stations and is continuing to develop

and promote self service stations and cafés. See "Retail Segment". The Group is focussed on the development and perception of its reputation and brand.

Any damage to the Group's reputation, whether arising from litigation, regulatory, supervisory or enforcement actions, matters affecting its financial reporting or compliance with administrative agencies in the jurisdictions in which it does business, negative publicity, including from environmental activists, or the conduct of its business or otherwise could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payment, under the Bonds and under the Guarantee.

Liquidity risk

The Group is exposed to liquidity risk arising from its low ratio of its current assets to current liabilities. At 31 December 2012 and 31 December 2013, the ratio of current assets to current liabilities (current ratio) was 1.7 and 1.5, respectively.

Banks and capital markets globally have experienced a significant disruption since 2008 that has been characterised by severe reductions in liquidity, and in the light of the recent financial crisis and restrictions on the availability of credit, liquidity risk management is of particular importance to the Group. Should the Group be unable to maintain the necessary financial flexibility or maintain sufficient liquidity reserves in the form of committed credit lines, this could have a material adverse effect on the Group's business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Credit risk.

In conducting its business, the Group sells products and services to entities on deferred payment terms. There is therefore a risk of non-payment by the recipients of the products and services. The adopted payment term associated with the normal course of sales is 14 to 30 days.

The Group is also exposed to credit risk associated with guarantees granted to its contractors. The maximum level of exposure arising from such guarantees is the maximum amount that the Group would be forced to pay, should a contractor demand payment under a guarantee. The amount of sureties and guarantees for obligations towards third parties issued in the ordinary course of business as at 31 December 2012 and as at 31 December 2013 amounted to PLN 457 million and PLN 508 million, respectively, which related mainly to warranties and guarantees for due performance of contracts, customs guarantees, bid bonds and payment guarantees.

If a significant amount of receivables are paid late or remain unpaid, or if a significant amount of contingent liabilities are called, this could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group is exposed to the possibility of material divestment

The Group is exposed to the possibility of material divestment in the short term. The refinery at Mažeikiai is under review due to its performance, and in particular the logistic and operational costs. Subject to the outcome of such review the Group is assessing the possibility of down-sizing, temporarily or permanently shutting down, or divesting the refinery.

A material divestment could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

RISK FACTORS ASSOCIATED WITH THE REGULATORY ENVIRONMENT

The Group is exposed to risks associated with changes in existing laws and regulations.

The oil and gas industry is highly regulated. Frequent changes in the complex regulatory provisions or their interpretation may lead to uncertainty for the Group and increased costs associated with regulatory compliance. The Group is exposed to risks associated with the legal and regulatory developments on three levels: (i) at the EU level in terms of directives and regulations applicable to the Group, with a special focus on the EU law in the field of energy, environment and climate change; (ii) at the national level where member states are implementing EU legislation, which may or may not be identical across the member states in the countries in which the Group operates; and (iii) at the national level of local laws and regulations. Changes in regulations could have a material adverse effect on the

business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The operations of the Group are dependent on government permissions, and may be exposed to risks associated with state intervention.

The oil and gas and petrochemical industries are subject to regulations and interventions by state authorities, in particular, in respect of: concessions and licenses for exploration, prospecting, production of liquid fuels; restrictions on production and exports; environmental issues; controlling the methods of developing and vacating land and installations. A substantial part of the Group's activities requires a license, a concession or another form of permit. Any such license, concession or permit may be suspended, revoked or not renewed by the competent authorities, should a violation of regulatory requirements occur. Revocation, amendment or non-renewal of a license, concession or permit for any reason may have a material adverse effect on the operations of the Group or its financial position, as the Group will not be able to carry out all or part of its current activities, and in turn this could have a material adverse effect on the Group's ability to make payments under the Bonds and on the Bonds' value.

Furthermore, political relations between the governments of the countries in which the Group operates are also of great significance. Changes in regulations, the level of intervention and the political climate in these countries could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group faces risks associated with the obligation to maintain levels of crude oil stocks.

Polish law requires that the Group maintains stocks of crude oil and certain petroleum products in Poland in volumes equal to the 76-day average daily oil consumption for the previous year. Lithuanian law requires that companies that import fuel to Lithuania and ORLEN Lietuva maintain stocks of crude oil and certain petroleum products in Lithuania in volume equal to the 60 day average daily oil consumption of the previous year and 30 day stocks must be maintained by an appropriate Lithuanian state agency. In accordance with the laws of the Czech Republic, mandatory levels of crude oil and stocks must be maintained by a dedicated government agency.

The Group is exposed to significant costs associated with maintaining such stocks including the cost of purchase and costs associated with storage and insurance. Furthermore, the reserves are subject to the effects of price fluctuations in the crude oil market, which have a non-cash impact on the valuation of reserves, and consequently on the Group's balance sheet and reported results. In the event of large fluctuations in crude oil prices, the requirement to maintain compulsory stocks can have a significant impact on the Group's rating, liquidity, business, operating results and financial position. In addition, any failure to maintain the required stock level entails high fines. These factors could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Changes in the European Union's renewable energy policy and an accelerated market shift towards renewable energy sources could have a material adverse effect on the Group's results of operations and financial condition.

The Group is subject to EU Directive 2003/87/EC (of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC), which established the EU Emissions Trading Scheme (the "ETS Directive") as part of the EU Climate and Energy Package. The purpose of the ETS Directive is to promote reductions in carbon dioxide ("CO2") emissions annually until 2020 and could potentially result in the future imposition of more onerous obligations regarding the emission of CO2, such as quicker reductions in yearly available CO2 allowances. The ETS Directive has been implemented into national legislation in Germany, the Czech Republic and Lithuania and is presently being implemented into national legislation in Poland and the draft bill on the trading scheme of greenhouse gas emissions allowances has been published for public consultation. Currently, CO2 emission allowances should, as a rule, be purchased via auction.

By 2020, the EU Climate and Energy Package requires a 20 per cent. decrease in CO2 emissions, a 20 per cent. increase in energy efficiency and renewable energy sources to comprise 20 per cent. of total energy consumption. The implementation of the EU Climate and Energy Package, or any amendments to such targets, could have a material adverse effect on the business, results of operations and financial condition of the Group. Continued or increased support for renewable energy sources in the European Union, particularly in the jurisdictions in which the Group operates, may adversely affect profit from the sale of fossil-based fuels, which could have a material adverse effect on our business, results of operations and financial condition.

In view of new climate and energy targets, the European Commission has proposed amendments to the ETS. The European Commission proposes to increase the annual reduction in the number of emission allowances from 1.74 per 19

cent. to 2.2 per cent. after 2020 till 2030. It is anticipated that this will increase the prices of emission allowances. Although such measures are to come into force as of 2021, they may impact CO2 emissions prices before that.

The Group's refineries, power plant and the olefin system in Płock are the largest emitters of CO2. Such facilities, along with the chemical plants, are included in the list of installations prepared by Poland and submitted to the European Commission for the purpose of free allocation of emission allowances in the third trading period, covering the years 2013 to 2020. As at the date hereof, the list of installations, together with a list of free emission rights granted is yet to be approved by the European Commission. There is no guarantee that the Group will be granted the requested rights. The number of free emission allowances granted to the Group companies' plants may not be sufficient to meet their needs and, consequently, these companies may be forced to buy additional allowances or to reduce production, which could have a negative impact on the Group's profitability and on its financial position, and consequently, on the Group's ability to make payments under the Bonds and on the Bonds' value.

There is a risk that a decrease in the allocation of emission allowances across the EU and/or an increase in the market price of emission allowances, could make some of the Group's activities less economically viable, which would have a material adverse effect on the its business, financial results, financial condition and prospects and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

Risks associated with the obligation to achieve the National Indicative Target ("NIT") for bio-components.

In June 2007 the Council of Ministers of Poland implemented a regulation imposing mandatory indicators for bio- components and bio-fuels within Poland. Fuel producers and importers, among others, are required to achieve set NIT levels, which increase progressively. The proportion of fuel to be made up of bio-fuel components was set at 7.10 per cent. in 2013-2016, 7.8 per cent. in 2017 and 8.5 per cent. in 2018 based on energy content. If the Group fails to achieve these targets, a fine might be payable. Such a fine would be calculated according to the formula set out in the Polish Act on Bio-components and Bio-fuels, which would currently amount to approximately PLN 16,000 per tonne of a bio-component fuel produced at less than the required NIT level. A mechanism that reduces bio-components is to be established in the 2014-2015 period. As of January 2012, fuel producers may use a lowered NIT which corresponds to 0.85 of the NIT for a given year if at least 70 per cent. of the bio-components used during fuel production have been supplied by domestic producers listed in the producer register of the Agricultural Market Agency.

The prices of bio-fuel can vary, due to natural disasters such as droughts, limited availability of raw materials for the production of bio-components, and increases in the NIT level. If the Polish government states that exceptional circumstances have occurred, it may decide to reduce the relevant NIT for a given year, however, there can be no assurance that it will do so. The price of bio-components is also affected by EU regulations and national regulations relating to certified bio-fuels and related requirements.

Any failure by the Group to meet its obligations relating to the requisite NIT could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

The Group faces risks relating to the level of its industrial emissions.

In accordance with the Industrial Emissions Directive (Directive 2010/75/EU of the European Parliament and of the Council of 24 November 2010 on industrial emissions (integrated pollution prevention and control), currently implemented in the Czech Republic and Lithuania and it is expected to be implemented in Poland by the end of 2014, much stricter emission standards for sulphur dioxide, nitrogen and fine particulate matter will be imposed from 2016. To meet these requirements, the Group is in the process of building desulfurisation, denitrification and flue gas dust removal installations. These will reduce sulphur dioxide, nitrogen and fine particulate matter emissions from the Płock power plant (the largest emission source) by more than 90 per cent. and should enable the Group to meet the new requirements. Production installations in Lithuania and the Czech Republic have also undergone initiatives to reduce emissions of SO2, NOx and dust, while the heat and power sources are expected to reach compliance with the requirements of the Directive on Industrial Emissions (IED) effective from 2016.

Failure to meet the industrial emission standards could have a material adverse effect on the business, financial results, financial condition and prospects of the Group and, consequently, on the value of the Bonds, and on the ability of the Issuer and the Guarantor to make payments under the Bonds and under the Guarantee.

FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER BONDS ISSUED UNDER THE PROGRAMME

The Issuer is a special purpose financing entity

The Issuer is special purpose financing entity with no intended business operations other than entering into financing arrangements (including the issuance of the Bonds under the Programme), lending of the proceeds to the Guarantor and entering into certain ancillary arrangements. The Issuer's only material assets will be the Guarantor's obligations to repay any such amounts lent to it. Therefore, the Issuer is subject to all risks to which the Guarantor is subject, to the extent that such risks could limit the Guarantor's ability to repay any amounts lent to it by the Issuer and to satisfy, in full and on a timely basis, its obligations under or in connection with the Guarantee.

The Issuer's centre of main interest is in the Kingdom of Sweden

The Issuer has its registered office in the Kingdom of Sweden. As a result there is a rebuttable presumption that its centre of main interest (COMI) is in the Kingdom of Sweden and consequently that any main insolvency proceedings applicable to it would be governed by Swedish law.

In the recent decision by the European Court of Justice in relation to Eurofood IFSC Limited, the European Court of Justice restated the presumption in Council Regulation (EC) No. 1346/200 of 29 May 2000 on insolvency proceedings that the place of a company's registered office is presumed to be the company's COMI and that the presumption can only be rebutted if factors which are both objective and ascertainable by third parties enable it to be established that an actual situation exists which is different from that which locating it at the registered office is deemed to reflect. As the Issuer has its registered office in the Kingdom of Sweden, has a Swedish director, is registered for tax in the Kingdom of Sweden and has a Swedish corporate services provider, the Issuer and the Guarantor do not believe that factors exist that would rebut this presumption, however, there can be no assurance that a Court would agree with this presumption.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH THE BONDS

The Bonds may not be a suitable investment for all investors

Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial or other professional advisers, whether it:

 has sufficient knowledge and experience to make a meaningful evaluation of the relevant Bonds, the merits and risks of investing in the relevant Bonds and the information contained in this Prospectus or any applicable supplement;

 has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact such investment will have on its overall investment portfolio;

 has sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Bonds, including where the currency for principal or interest payments is different from the potential investor’s currency;

 understands thoroughly the terms of the relevant Bonds and is familiar with the behaviour of any relevant indices and financial markets;

 is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks; and

 is aware that markets such as Poland are subject to rapid change and can face greater risks than more developed markets, including in some cases significant political, economic and legal risks.

Generally, investment in markets such as Poland is only suitable for sophisticated investors who fully appreciate the significance of the risks involved and potential investors are urged to consult with their own legal and financial advisors before making an investment in the Bonds.

The change of control put option

The Terms and Conditions of the Bonds provide that the Bonds are redeemable upon the occurrence of a Change of Control (as defined in the Terms and Conditions of the Bonds) at the option of Bondholders (i) at 101 per cent. of their principal amount, together with interest accrued up to, but excluding, the Optional Redemption Date if the Bonds carry a Non-Investment Grade Rating or no credit rating on the Relevant Announcement Date (each term as defined in the Terms and Conditions of the Bonds); or (ii) at their principal amount, together with interest accrued up to, but excluding, the Optional Redemption Date if the Bonds carry an Investment Grade Rating (as defined in the Terms and Conditions of the Bonds) on the Relevant Announcement Date, provided that if, at the Relevant Announcement Date, the Bonds carry a credit rating from more than one Rating Agency (as defined in the Terms and Conditions of the Bonds), at least one of which is an Investment Grade Rating, then sub-paragraph (ii) above will apply. See “Redemption and Purchase — Redemption at the Option of Bondholders on the occurrence of a Put Event”.

Investors should be aware that the put option may only be exercised in the specified circumstances of a Change of Control, which may not cover all situations where a change of control may occur or where successive changes of control occur in relation to the Issuer. Once given, a Put Option Notice (as defined in the Terms and Conditions of the Bonds) is irrevocable.

In the event that some, but not all, Bondholders exercise their put option, this may reduce the liquidity of any trading market for the Bonds. See “The secondary market generally” below.

RISKS RELATED TO BONDS GENERALLY

Modification, waivers and substitution

The Terms and Conditions of the Bonds contain provisions for calling meetings of Bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a manner contrary to the majority.

EU Savings Directive

Under Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of other Member States details of certain payments of interest or similar income paid or secured by a person established in a Member State to or for the benefit of an individual resident in another Member State or certain limited types of entities established in another Member State.

On 24 March 2014, the Council of the European Union adopted a Council Directive amending and broadening the scope of the requirements described above. Member States are required to apply these new requirements from 1 January 2017. The changes will expand the range of payments covered by the Directive, in particular to include additional types of income payable on securities. The Directive will also expand the circumstances in which payments that indirectly benefit an individual resident in a Member State must be reported. This approach will apply to payments made to, or secured for, persons, entities or legal arrangements (including trusts) where certain conditions are satisfied, and may in some cases apply where the person, entity or arrangement is established or effectively managed outside of the European Union.

For a transitional period, Luxembourg and Austria are required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments. The changes referred to above will broaden the types of payments subject to withholding in those Member States which still operate a withholding system when they are implemented. In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1 January 2015, in favour of automatic information exchange under the Directive.

The end of the transitional period is dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries. A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to the EU Savings Directive, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Bond as a result of the imposition of such withholding tax. Whilst the Bonds are in definitive form, the Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the EU Savings Directive.

U.S. Foreign Account Tax Compliance Withholding

Whilst the Bonds are in global form and held within Euroclear or Clearstream, Luxembourg (together the “ICSDs”), in all but the most remote circumstances, it is not expected that the new reporting regime and potential withholding tax imposed by sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (“FATCA”) will affect the amount of any payment received by the ICSDs (see “Taxation – FATCA Withholding”). However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. Investors should consult their own tax adviser to obtain a more detailed explanation of FATCA and how FATCA may affect them. The Issuer’s obligations under the Bonds are discharged once it has paid the common safekeeper for the ICSDs (as bearer of the Bonds) and the Issuer has therefore no responsibility for any amount thereafter transmitted through the ICSDs and custodians or intermediaries.

The Bonds may be redeemed prior to maturity

In the event that the Issuer or the Guarantor would be obliged to increase the amounts payable in respect of any Bonds due to any withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Kingdom of Sweden or the Republic of Poland or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax, the Issuer may redeem all outstanding Bonds in accordance with the Terms and Conditions of the Bonds.

Change of law

The Terms and Conditions of the Bonds are based on English law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Prospectus.

Integral multiples of less than €100,000

The denomination of the Bonds is €100,000 plus integral multiples of €1,000 in excess thereof, up to and including €199,000. Therefore, it is possible that the Bonds may be traded in amounts in excess of €100,000 that are not integral multiples of €100,000. In such a case a Bondholder who, as a result of trading such amounts, holds a principal amount of less than €100,000 may not receive a definitive Bond in respect of such holding (should definitive Bonds be printed) and would need to purchase a principal amount of Bonds such that it holds an amount equal to one or more denominations. If definitive Bonds are issued, holders should be aware that definitive Bonds which have a denomination that is not an integral multiple of €100,000 may be illiquid and difficult to trade.

RISKS RELATED TO THE GUARANTEE

The Guarantee is limited as to a maximum amount, as described under Condition 3.1 of the Terms and Conditions of the Bonds. The Guarantor will not be obliged to make any payment in respect of the Bonds or Coupons, or pursuant to the Guarantee, to the extent that, and at such time as, the aggregate amounts claimed exceed €1,000,000,000, being the maximum amount permitted under the terms of the Guarantee. Although the principal amount of the Bonds is €500,000,000 and it is therefore anticipated that the Guarantee should be adequate to cover the issue, there can be no assurance that it will do so. In such circumstances, Bondholders could receive less than their anticipated principal, interest or other amounts in respect of the Bonds.

RISKS RELATED TO THE MARKET GENERALLY

Set out below is a brief description of certain market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally

Although application has been made to list the Bonds on the Irish Stock Exchange plc, the Bonds may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Bonds easily or at prices that will provide them with a yield 23

comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of Bonds.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Bonds in Euros. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than Euros. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Euro or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Euro would decrease (1) the Investor’s Currency-equivalent yield on the Bonds, (2) the Investor’s Currency equivalent value of the principal payable on the Bonds and (3) the Investor’s Currency equivalent market value of the Bonds.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks

Investment in fixed rate bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of fixed rate bonds.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Bonds. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Bonds. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Legal considerations may restrict certain investments

The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any of the Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Bonds under any applicable risk-based capital or similar rules.

INFORMATION INCORPORATED BY REFERENCE

The following information shall be deemed to be incorporated in, and to form part of, this Prospectus provided however that any statement contained in any document incorporated by reference in, and forming part of, this Prospectus shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such statement:

 the published annual report and audited consolidated accounts of the Guarantor for the two financial years ended 31 December 2013 and 31 December 2012;

 the audit opinion and report on the consolidated financial statements of the Guarantor for the two years ended 31 December 2013 and 31 December 2012;

 the published quarterly report and reviewed consolidated accounts of the Guarantor for the three months ended 31 March 2014; and

 the review report on the consolidated financial statements of the Guarantor for the three months ended 31 March 2014.

The consolidated financial statements incorporated by reference have been prepared in accordance with accounting principles contained in the International Financial Reporting Standards as adopted by the European Union (IFRS EU). The annual financial statements have been audited in accordance with section 7 of the Accounting Act, National Standards on Auditing issued by the National Council of Certified Auditors and International Standards on Auditing by KPMG Audyt Sp. z. o.o., who have delivered unqualified audit opinions and reports in connection therewith, and the interim financial statements have been reviewed by KPMG Audyt Sp. z. o.o.

Such documents will be made available, free of charge, during usual business hours at the specified offices of Citibank N.A., London Branch unless such documents have been modified or superseded. The documents referred to above have been filed with the Central Bank.

Copies of the documents specified above as containing information incorporated by reference in this Base Prospectus may be inspected, free of charge, at: http://www.orlen.pl/EN/InvestorRelations/FinancialData/Pages/FinancialResults.aspx.

TERMS AND CONDITIONS OF THE BONDS The following is the text of the Terms and Conditions of the Bonds which (subject to modification) will be endorsed on each Bond in definitive form: The €500,000,000 2.500 per cent. Guaranteed Bonds due 2021 (the “Bonds”, which expression shall in these Terms and Conditions (the “Conditions”), unless the context otherwise requires, include any further bonds issued pursuant to Condition 14 and forming a single series with the Bonds of ORLEN Capital AB (publ) (the “Issuer”)) are issued subject to and with the benefit of an Agency Agreement dated 30 June 2014 (such agreement as amended and/or supplemented and/or restated from time to time, the “Agency Agreement”) made between the Issuer, Polski Koncern Naftowy ORLEN Spółka Akcyjna (the “Guarantor”) as guarantor, Citibank, N.A. London Branch as fiscal agent and principal paying agent (the “Fiscal Agent”) and the other initial paying agents named in the Agency Agreement (together with the Fiscal Agent, the “Paying Agents”). The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency Agreement. Copies of the Agency Agreement are available for inspection during normal business hours by the holders of the Bonds (the “Bondholders”) and the holders of the interest coupons appertaining to the Bonds (the “Couponholders” and the “Coupons” respectively) at the specified office of each of the Paying Agents. The Bondholders and the Couponholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement applicable to them. References in these Conditions to the Fiscal Agent and the Paying Agents shall include any successor appointed under the Agency Agreement.

1 FORM, DENOMINATION AND TITLE

1.1 Form and Denomination The Bonds are in bearer form, serially numbered, in the denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 each with Coupons attached on issue. Bonds of one denomination may not be exchanged for Bonds of the other denomination. 1.2 Title Title to the Bonds and to the Coupons will pass by delivery. 1.3 Holder Absolute Owner The Issuer, the Guarantor and any Paying Agent may (to the fullest extent permitted by applicable laws) deem and treat the bearer of any Bond or Coupon as the absolute owner for all purposes (whether or not the Bond or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Bond or Coupon or any notice of previous loss or theft of the Bond or Coupon).

2 STATUS OF THE BONDS The Bonds and the Coupons constitute (subject to the provisions of Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds and Coupons shall, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application and subject to Condition 4, at all times rank at least equally with all their respective other present and future unsecured and unsubordinated obligations.

3 GUARANTEE 3.1 Guarantee The payment of the principal and interest in respect of the Bonds has been irrevocably and, subject as provided below, unconditionally guaranteed by the Guarantor under a guarantee (the “Guarantee”) dated 30 June 2014 and executed by the Guarantor. The Guarantee will be valid in respect of all amounts payable by the Issuer on or in respect of any Bond or Coupon up to a maximum amount (when aggregated with all other amounts guaranteed under the Guarantee in respect of the Bonds and the Coupons) not exceeding €1,000,000,000.

3.2 Status of the Guarantee The obligations of the Guarantor under the Guarantee constitute (subject to the provisions of Condition 4) unsecured obligations of the Guarantor and shall at all times rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Guarantor, present and future. The payment obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all their respective other present and future unsecured and unsubordinated obligations. The original of the Guarantee is held by the Fiscal Agent on behalf of, and copies are available for inspection by, the Bondholders and Couponholders at its specified office.

4 NEGATIVE PLEDGE 4.1 Negative Pledge So long as any of the Bonds or Coupons remains outstanding: (a) the Issuer will not create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”), other than a Permitted Security Interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: (i) all amounts payable by it under the Bonds and the Coupons are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or (ii) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Bondholders. (b) the Guarantor will ensure that no Relevant Indebtedness of the Guarantor or any of its Material Subsidiaries will be secured by any Security Interest, other than a Permitted Security Interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) of the Guarantor or any of its Material Subsidiaries unless the Guarantor, in the case of the creation of the Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: (i) all amounts payable by it under the Guarantee are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or (ii) such other Security Interest or guarantee or indemnity or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution of the Bondholders. 4.2 Interpretation For the purposes of these Conditions: (a) “Material Subsidiary” means at any time a Subsidiary of the Guarantor whose net book assets or revenues represent more than 10 per cent. of the total consolidated net book assets or revenues, as the case may be, of the Guarantor and its Subsidiaries. For this purpose: (i) the net book assets and revenues of a Subsidiary of the Guarantor will be determined from that Subsidiary’s financial statements (unconsolidated if it has Subsidiaries) upon which the latest consolidated annual financial statements of the Guarantor and its Subsidiaries (the “Group”) have been based; (ii) if a Subsidiary of the Guarantor becomes a member of the Group after the date on which the latest consolidated annual financial statements of the Group have been prepared, the net book assets and revenues of that Subsidiary will be determined from its latest financial statements; (iii) the net book assets and revenues of the Group will be determined from its latest consolidated annual financial statements, adjusted (where appropriate) to reflect the net book assets and revenues of any company or business subsequently acquired or disposed of; and 27

(iv) if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Guarantor, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will not be used to determine whether those Subsidiaries are Material Subsidiaries or not. (b) “Permitted Security Interest” means a Security Interest which is created to secure or provide for the payment of Relevant Indebtedness in connection with any Project Financing provided that the assets or revenues subject to such Security Interest are (i) assets which are used or to be used in or in connection with the project to which such Project Financing relates or (ii) revenues or claims which arise from the operation, failure to meet specifications, exploitation, sale or loss of, or damage to, such assets. “Project Financing” means any indebtedness incurred solely to finance a project or the restructuring or expansion of an existing project, in each case for the acquisition, construction, development or exploitation of any property pursuant to which the person or persons to whom such indebtedness is or may be owed by the relevant borrower (whether or not a member of the Group) (i) expressly agrees or agree that the principal source of repayment of such funds will be that property or assets or revenues generated by such project (or by such restructuring or expansion thereof) and (ii) has or have no other recourse whatsoever to any member of the Group (or its assets and/or revenues) for the repayment of or a payment of any sum relating to such indebtedness; “Relevant Indebtedness” means (i) any indebtedness with an original maturity of more than one year which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other debt securities which for the time being are, or are intended to be or capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market, and (ii) any guarantee or indemnity in respect of any such indebtedness; and “Subsidiary” means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the share capital or similar right of ownership (and for this purpose “control” means the power to direct the management and policies of the entity whether through ownership of voting capital, by contract or otherwise).

5 INTEREST 5.1 Interest Rate and Interest Payment Dates The Bonds bear interest from and including 30 June 2014 at the rate of 2.500 per cent. per annum, payable annually in arrear on 30 June (each an “Interest Payment Date”). The first payment (representing a full year's interest) shall be made on 30 June 2015. 5.2 Interest Accrual Each Bond will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Bond is improperly withheld or refused or unless default is otherwise made in respect of payment. In such event, interest will continue to accrue until whichever is the earlier of: (a) the date on which all amounts due in respect of such Bond have been paid; and (b) five days after the date on which the full amount of the moneys payable in respect of such Bonds has been received by the Fiscal Agent and notice to that effect has been given to the Bondholders in accordance with Condition 12. 5.3 Calculation of Broken Interest When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of (a) the actual number of days in the period from and including the date from which interest begins to accrue (the “Accrual Date”) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date.

6 PAYMENTS 6.1 Payments in respect of Bonds Payments of principal and interest in respect of each Bond will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Bond, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the specified office outside the United States of any of the Paying Agents. 6.2 Method of Payment Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by euro cheque. 6.3 Missing Unmatured Coupons Each Bond should be presented for payment together with all relative unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of the relevant Bond (whether or not the Coupon would otherwise have become void pursuant to Condition 9) or, if later, five years after the date on which the Coupon would have become due, but not thereafter. 6.4 Payments subject to Applicable Laws Payments in respect of principal and interest on Bonds are subject in all cases to (i) any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 8, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 8) any law implementing an intergovernmental approach thereto. 6.5 Payment only on a Presentation Date A holder shall be entitled to present a Bond or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 5, be entitled to any further interest or other payment if a Presentation Date is after the due date. “Presentation Date” means a day which (subject to Condition 9): (a) is or falls after the relevant due date; (b) is a Business Day in the place of the specified office of the Paying Agent at which the Bond or Coupon is presented for payment; and (c) in the case of payment by credit or transfer to a euro account as referred to above, is a TARGET2 Settlement Day. In this Condition, “Business Day” means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and “TARGET2 Settlement Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) system is open. 6.6 Initial Paying Agents The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions. The Issuer and the Guarantor reserve the right at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that: (a) there will at all times be a Fiscal Agent; and (b) the Issuer undertakes that it will ensure that it maintains a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council

Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any termination or appointment and of any changes in specified offices given to the Bondholders promptly by the Issuer in accordance with Condition 12.

7 REDEMPTION AND PURCHASE 7.1 Redemption at Maturity Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Bonds at their principal amount on 30 June 2021. 7.2 Redemption for Taxation Reasons If: (a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in Condition 8), or any change in the official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after 30 June 2014, on the next Interest Payment Date either (i) the Issuer would be required to pay additional amounts as provided or referred to in Condition 8 or (ii) the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts; and (b) the requirement cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it, the Issuer may at its option, having given not less than 30 nor more than 60 days' notice to the Bondholders in accordance with Condition 12 (which notice shall be irrevocable), redeem all the Bonds, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Guarantor would be obliged to pay such additional amounts, were a payment in respect of the Bonds then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two Directors of the Issuer or, as the case may be, the Guarantor stating that the requirement referred to in (a) above will apply on the next Interest Payment Date and cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it and an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the Guarantor has or will become obliged to pay such additional amounts as a result of the change or amendment. 7.3 Redemption at the Option of the Bondholders on the Occurrence of a Put Event If, at any time while any Bond remains outstanding, there occurs a Put Event, the holder of each Bond will have the option (the “Put Option”) (unless, prior to the giving of the Put Event Notice (as defined below), the Issuer gives notice of its intention to redeem the Bonds under Condition 7.2) to require the Issuer to redeem or, at the Issuer's option, to purchase or procure the purchase of that Bond on the Optional Redemption Date (as defined below), (i) at 101 per cent. of its principal amount together with (or, where purchased, together with an amount equal to) accrued interest (if applicable) to but excluding the Optional Redemption Date if the Bonds carry a Non-Investment Grade Rating or no credit rating on the Relevant Announcement Date (each as defined below) or (ii) at their principal amount, together with interest accrued up to, but excluding, the Optional Redemption Date if the Bonds carry an Investment Grade Rating (as defined below) at the Relevant Announcement Date, provided that if, at the Relevant Announcement Date, the Bonds carry a credit rating from more than one Rating Agency at least one of which is an Investment Grade Rating, then sub-paragraph (ii) will apply. A “Put Event” shall be deemed to occur if: (a) a Change of Control occurs; (b) on the date (the “Relevant Announcement Date”) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (as defined below) (if any), the Bonds carry from any Rating Agency (as defined below):

(i) an investment grade credit rating (BBB-/Baa3, or equivalent, or higher) (an “Investment Grade Rating”), and such rating from any Rating Agency is within the Change of Control Period either downgraded to a non-investment grade credit rating (BB+/Ba1, or equivalent, or lower) (a “Non-Investment Grade Rating”) or withdrawn and is not within the Change of Control Period subsequently (in the case of a downgrade) upgraded to an investment grade credit rating by such Rating Agency or (in the case of a withdrawal) replaced by, or reinstated to, an investment grade credit rating from any other Rating Agency, or such Rating Agency, as the case may be; or (ii) a Non-Investment Grade Rating from any Rating Agency; or (iii) no credit rating and a Negative Rating Event also occurs; provided that if, at the time of the occurrence of the Change of Control, the Bonds carry a credit rating from more than one Rating Agency, at least one of which is investment grade, then sub paragraph (i) will apply; and (c) in making the relevant decision(s) referred to above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Guarantor that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement. For the purposes of this Condition 7.3: A “Change of Control” shall be deemed to have occurred at each time (whether or not approved by the Board of Directors of the Guarantor) that any person or persons acting in concert or any person or persons acting on behalf of any such person(s) (the “Relevant Person(s)”) at any time directly or indirectly come(s) to own or acquire(s) (A) more than 50 per cent. of the issued ordinary share capital of the Guarantor; or (B) such number of the shares in the capital of the Guarantor carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Guarantor, provided that a Change of Control shall be deemed not to have occurred if all or substantially all of the shareholders of the Relevant Person(s) are, or immediately prior to the event which would otherwise have constituted a Change of Control were, the shareholders of the Guarantor with the same (or substantially the same) pro rata interest in the share capital of the Relevant Person(s) as such shareholders have, or as the case may be, had in the share capital of the Guarantor; “Change of Control Period” means the period commencing on the Relevant Announcement Date and ending 90 days after the Change of Control (or such longer period for which the Bonds are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration); a “Negative Rating Event” shall be deemed to have occurred if at such time as there is no rating assigned to the Bonds by a Rating Agency (i) the Guarantor does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter use all reasonable endeavours to obtain, a rating of the Bonds, or any other unsecured and unsubordinated debt of the Guarantor (and, having not sought, and used all reasonable efforts, to obtain a rating, a Negative Rating Event shall be deemed to have occurred if such rating is not obtained by the end of the Change of Control Period) or (ii) if the Guarantor does so seek and use such endeavours, it is unable, as a result of the occurrence of such Change of Control, to obtain such a rating of at least investment grade by the end of the Change of Control Period; “Rating Agency” means any of the following: (i) Standard & Poor's Credit Market Services Europe Limited; (ii) Moody's Investors Service, Inc; (iii) Fitch Ratings Ltd.; or (iv) any other rating agency of equivalent international standing specified from time to time by the Issuer or the Guarantor, and, in each case, their respective successors or affiliates; and “Relevant Potential Change of Control Announcement” means any public announcement or statement by the Guarantor, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice (a “Put Event Notice”) to the Bondholders in accordance with Condition 12 specifying the nature of the Put Event and the circumstances giving rise to it and the procedure for exercising the Put Option contained in this Condition 7.3.

To exercise the Put Option to require the Issuer to redeem or, as the case may be, purchase or procure the purchase of a Bond under this Condition 7.3, the holder of this Bond must deliver at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the “Put Period”) of 45 days after the Put Event Notice is given, a duly completed and signed notice in the form (for the time being current) obtainable from the specified office of any Paying Agent (a “Put Option Notice”) and in which the holder must specify a bank account (or, if payment is to be made by cheque, an address) to which payment is to be made under this Condition 7.3 The Bond should be delivered together with all Coupons appertaining thereto maturing after the date (the “Optional Redemption Date”) which is the seventh day after the last day of the Put Period, failing which an amount will be deducted from the payment to be made by the Issuer on redemption or, as the case may be, purchase of the Bonds corresponding to the aggregate amount payable in respect of such missing Coupons. The Paying Agent to whom a Bond has been so delivered or, as applicable, the Fiscal Agent shall deliver a duly completed non-transferable receipt to the relevant holder in respect of the Bonds so delivered. Payment in respect of any Bond so delivered shall be made, if the holder duly specifies a bank account in the Put Option Notice to which payment is to be made on the Optional Redemption Date, by transfer to that bank account (or, if an address is specified for payment by cheque, by cheque sent by first class post to such address) and, in every other case, on or after the Optional Redemption Date, in each case against presentation and surrender or (as the case may be) endorsement of such receipt at any specified office of any Paying Agent, subject in any such case as provided in Condition 6. A Put Notice, once given, shall be irrevocable. 7.4 Purchases The Issuer, the Guarantor or any of their respective Subsidiaries (as defined above) may at any time purchase Bonds (provided that all unmatured Coupons appertaining to the Bonds are purchased with the Bonds) in any manner and at any price. 7.5 Cancellations All Bonds which are (a) redeemed or (b) purchased by or on behalf of the Issuer, the Guarantor or any of their respective Subsidiaries will forthwith be cancelled, together with all relative unmatured Coupons attached to the Bonds or surrendered with the Bonds, and accordingly may not be reissued or resold. 7.6 Notices Final Upon the expiry of any notice as is referred to in paragraph 7.2 or 7.3 above the Issuer shall be bound to redeem the Bonds to which the notice refers in accordance with the terms of such paragraph.

8 TAXATION 8.1 Payment without Withholding All payments in respect of the Bonds by or on behalf of the Issuer or the Guarantor shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of any of the Relevant Jurisdictions, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer or, as the case may be, the Guarantor will pay such additional amounts as may be necessary in order that the net amounts received by the Bondholders and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Bonds or, as the case may be, Coupons in the absence of the withholding or deduction; except that no additional amounts shall be payable in relation to any payment in respect of any Bond or Coupon: (a) presented for payment by or on behalf of a holder who is liable to the Taxes in respect of the Bond or Coupon by reason of his having some connection with any Relevant Jurisdiction other than the mere holding of the Bond or Coupon; or (b) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or (c) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond or Coupon to another Paying Agent in a Member State of the European Union; or (d) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder would have been entitled to additional amounts on presenting the same for

payment on the last day of the period of 30 days assuming that day to have been a Presentation Date (as defined in Condition 6). 8.2 Interpretation In these Conditions: (a) “Relevant Date” means the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Fiscal Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Bondholders by the Issuer in accordance with Condition 12; and (b) “Relevant Jurisdiction” means Sweden or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by the Issuer) or Poland or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by the Guarantor) or in either case any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer or the Guarantor, as the case may be, becomes subject in respect of payments made by it of principal and interest on the Bonds and Coupons. 8.3 Additional Amounts Any reference in these Conditions to any amounts in respect of the Bonds shall be deemed also to refer to any additional amounts which may be payable under this Condition.

9 PRESCRIPTION Bonds and Coupons will become void unless presented for payment within periods of 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date in respect of the Bonds or, as the case may be, the Coupons, subject to the provisions of Condition 6.

10 EVENTS OF DEFAULT The holder of any Bond may give notice to the Issuer that the Bond is, and it shall accordingly forthwith become, immediately due and repayable at its principal amount, together with interest accrued to the date of repayment, if any of the following events (“Events of Default”) shall have occurred and be continuing: (a) the Issuer fails to pay the principal of or any premium or interest on any of the Bonds when due and such failure continues for a period of seven TARGET2 Settlement Days (as defined in Condition 6.5); or (b) the Issuer or the Guarantor fails to perform or observe any of its other obligations under these Conditions or the Guarantee and (except in any case where the failure is incapable of remedy, when no continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days following the service by any Bondholder on the Issuer or the Guarantor (as the case may be) of notice requiring the same to be remedied; or (c) (i) any other present or future indebtedness of the Issuer or the Guarantor or any Material Subsidiary for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described), or (ii) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period, or (iii) the Issuer or the Guarantor or any Material Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised within any applicable grace period provided, however, that no Event of Default shall have occurred if the aggregate amount of such indebtedness (or its equivalent) or guarantee or indemnity which is not paid when due (after the expiration of any applicable grace period) or is due and payable prior to its stated maturity date is equal to or less than €50,000,000 (or its equivalent in another currency); or (d) a distress, attachment, execution or other legal process is levied, enforced or sued out on or against the whole or a substantial part of the undertaking or assets of the Issuer or the Guarantor or any Material Subsidiary and is not discharged within 90 days provided that the relevant process relates to an amount owed, asset with a value or obligation with an economic value which is in excess of €50,000,000 (or its equivalent in another currency); or

(e) any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed over the whole or any part of the undertaking, assets and revenues of the Issuer or the Guarantor or any Material Subsidiary becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person) and is not discharged within 30 days provided that the asset to which the encumbrance relates exceeds €50,000,000 (or its equivalent in another currency); or (f) proceedings are initiated against the Issuer, the Guarantor or a Material Subsidiary under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, in relation to the Issuer, the Guarantor or a Material Subsidiary or, as the case may be, in relation to the whole or a substantial part of the undertaking or assets of the Issuer, the Guarantor or a Material Subsidiary, or an encumbrancer takes possession of the whole or a substantial part of the undertaking or assets of the Issuer, the Guarantor or a Material Subsidiary, and in any case (other than the appointment of an administrator) is not discharged within 90 days; or (g) an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer, the Guarantor or any Material Subsidiary, or the Issuer or the Guarantor ceases or threatens to cease to carry on all or substantially all of its business or operations, except for the purpose of and followed by a solvent reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms approved by an Extraordinary Resolution of the Bondholders, or (ii) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or the Guarantor (as the case may be) or another Material Subsidiary; or (h) the Issuer ceases to be wholly-owned and controlled by the Guarantor; or (i) any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (i) to enable the Issuer and the Guarantor lawfully to enter into, exercise their respective rights and perform and comply with their respective obligations under the Conditions and the Guarantee, (ii) to ensure that those obligations are legally binding and enforceable and (iii) to make the Conditions and the Guarantee admissible in evidence in the courts of Sweden and Poland is not taken, fulfilled or done; or (j) it is or will become unlawful for the Issuer or the Guarantor to perform or comply with any one or more of its obligations under any of the Conditions or the Guarantee; or (k) any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in paragraphs (d) to (g) above; or (l) the Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect.

11 REPLACEMENT OF BONDS AND COUPONS Should any Bond or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Fiscal Agent, upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Bonds or Coupons must be surrendered before replacements will be issued.

12 NOTICES 12.1 Notices to the Bondholders All notices to the Bondholders will be valid if published in a leading English language daily newspaper published in London or such other English language daily newspaper with general circulation in Europe as the Issuer may decide. It is expected that publication will normally be made in the Financial Times. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Bonds are for the time being listed. For so long as the Bonds are admitted to trading on the Irish Stock Exchange plc, such notice shall be filed in the Companies Announcement Office of the Irish Stock Exchange plc. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers.

12.2 Notices from the Bondholders Notices to be given by any Bondholder shall be in writing and given by lodging the same, together with the relative Bond or Bonds, with the Fiscal Agent or, if the Bonds are held in a clearing system, may be given through the clearing system in accordance with the standard rules and procedures.

13 MEETINGS OF BONDHOLDERS AND MODIFICATION 13.1 Meetings of Bondholders The Agency Agreement contains provisions for convening meetings of the Bondholders to consider any matter affecting their interests, including the modification by Extraordinary Resolution of any of these Conditions or the Guarantee or any of the provisions of the Agency Agreement. The quorum at any meeting for passing an Extraordinary Resolution will be one or more persons present holding or representing more than 50 per cent. in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons present whatever the principal amount of the Bonds held or represented by him or them, except that at any meeting the business of which includes the modification of certain of these Conditions the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, of the principal amount of the Bonds for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Bondholders will be binding on all Bondholders, whether or not they are present at the meeting, and on all Couponholders. 13.2 Modification The Fiscal Agent may agree, without the consent of the Bondholders or Couponholders, to any modification of any of these Conditions or any of the provisions of the Agency Agreement either (i) for the purpose of curing any ambiguity or of curing, correcting or supplementing any manifest or proven error or any other defective provision contained herein or therein or (ii) in any other manner which is not materially prejudicial to the interests of the Bondholders. Any modification shall be binding on the Bondholders and the Couponholders and, unless the Fiscal Agent agrees otherwise, any modification shall be notified by the Issuer to the Bondholders as soon as practicable thereafter in accordance with Condition 12.

14 FURTHER ISSUES The Issuer may from time to time without the consent of the Bondholders or Couponholders create and issue further bonds, having terms and conditions the same as those of the Bonds, or the same except for the amount of the first payment of interest, which may be consolidated and form a single series with the outstanding Bonds.

15 GOVERNING LAW AND SUBMISSION TO JURISDICTION 15.1 Governing Law The Agency Agreement, the Guarantee, the Bonds and the Coupons and any non-contractual obligations arising out of or in connection therewith are governed by, and will be construed in accordance with English law. 15.2 Jurisdiction of English Courts (a) Subject to Condition 15.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Bonds and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Bonds and/or the Coupons (a “Dispute”) and accordingly each of the Issuer, the Guarantor and any Bondholders or Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts. (b) For the purposes of this Condition 15.2, the Issuer and the Guarantor waive any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute. (c) To the extent allowed by law, the Bondholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions. 35

15.3 Appointment of Process Agent Each of the Issuer and the Guarantor irrevocably appoints TMF Corporate Services Limited at 6 St Andrew Street, 5th Floor, London EC4A 4AE, United Kingdom as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of TMF Corporate Services Limited being unable or unwilling for any reason so to act, it will immediately appoint another person as its agent for service of process in England in respect of any Dispute. The Issuer and the Guarantor each agree that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law. 15.4 Other Documents Where applicable, the Issuer and the Guarantor have in the Agency Agreement and the Guarantee submitted to the jurisdiction of the English courts and appointed an agent in England for service of process, in terms substantially similar to those set out above.

16 RIGHTS OF THIRD PARTIES No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Bond, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM The following is a summary of the provisions to be contained in the Temporary Global Bond and the Permanent Global Bond (together the “Global Bonds”) which will apply to, and in some cases modify, the Terms and Conditions of the Bonds while the Bonds are represented by the Global Bonds. 1. Exchange The Permanent Global Bond will be exchangeable in whole but not in part (free of charge to the holder) for definitive Bonds only if: (a) an event of default (as set out in Condition 10) has occurred and is continuing; or (b) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; or (c) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Bonds in definitive form. The Issuer will promptly give notice to Bondholders if an Exchange Event occurs. In the case of (a) or (b) above, the holder of the Permanent Global Bond, acting on the instructions of one or more of the Accountholders (as defined below), may give notice to the Issuer and the Fiscal Agent and, in the case of (c) above, the Issuer may give notice to the Fiscal Agent of its intention to exchange the Permanent Global Bond for definitive Bonds on or after the Exchange Date (as defined below). On or after the Exchange Date the holder of the Permanent Global Bond may or, in the case of (c) above, shall surrender the Permanent Global Bond to or to the order of the Fiscal Agent. In exchange for the Permanent Global Bond the Issuer will deliver, or procure the delivery of, an equal aggregate principal amount of definitive Bonds (having attached to them all Coupons in respect of interest which has not already been paid on the Permanent Global Bond), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in the Agency Agreement. On exchange of the Permanent Global Bond, the Issuer will procure that it is cancelled and, if the holder so requests, returned to the holder together with any relevant definitive Bonds. For these purposes, “Exchange Date” means a day specified in the notice requiring exchange falling not less than 60 days after that on which such notice is given, being a day on which banks are open for general business in the place in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (b) above, in the place in which the relevant clearing system is located. 2. Payments On or after 11 August 2014, no payment will be made on the Temporary Global Bond unless exchange for an interest in the Permanent Global Bond is improperly withheld or refused. Payments of principal and interest in respect of Bonds represented by a Global Bond will, subject as set out below, be made to the bearer of such Global Bond and, if no further payment falls to be made in respect of the Bonds, against surrender of such Global Bond to the order of the Fiscal Agent or such other Paying Agent as shall have been notified to the Bondholders for such purposes. The Issuer shall procure that the amount so paid shall be entered pro rata in the records of Euroclear and Clearstream, Luxembourg and the nominal amount of the Bonds recorded in the records of Euroclear and Clearstream, Luxembourg and represented by such Global Bond will be reduced accordingly. Each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of Euroclear and Clearstream, Luxembourg shall not affect such discharge. Payments of interest on the Temporary Global Bond (if permitted by the first sentence of this paragraph) will be made only upon certification as to non-U.S. beneficial ownership unless such certification has already been made. 3. Notices For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders rather than by publication as required by Condition 12. Any such notice shall be deemed to have been given to the Bondholders on the second day after the day on which such notice is delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

Whilst any of the Bonds held by a Bondholder are represented by a Global Bond, notices to be given by such Bondholder may be given by such Bondholder (where applicable) through Euroclear and/or Clearstream, Luxembourg and otherwise in such manner as the Fiscal Agent and Euroclear and Clearstream, Luxembourg may approve for this purpose. 4. Accountholders For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular principal amount of Bonds (each an “Accountholder”) (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Bonds standing to the account of any person shall be conclusive and binding for all purposes) shall be treated as the holder of that principal amount for all purposes (including but not limited to, for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Bondholders and giving notices to the Issuer pursuant to Condition 12) other than with respect to the payment of principal and interest on the principal amount of such Bonds, the right to which shall be vested, as against the Issuer solely in the bearer of the relevant Global Bond in accordance with and subject to its terms. Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the bearer of the relevant Global Bond. 5. Prescription Claims against the Issuer and the Guarantor in respect of principal and interest on the Bonds represented by a Global Bond will be prescribed after 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined in Condition 8). 6. Cancellation Cancellation of any Bond represented by a Global Bond and required by the Terms and Conditions of the Bonds to be cancelled following its redemption or purchase will be effected by endorsement by or on behalf of the Fiscal Agent of the reduction in the principal amount of the relevant Global Bond on the relevant part of the schedule thereto. 7. Put Option For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, the option of the Bondholders provided for in Condition 7.3 may be exercised by an Accountholder giving notice to the Fiscal Agent in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common safekeeper for them to the Fiscal Agent by electronic means) of the principal amount of the Bonds in respect of which such option is exercised and at the same time presenting or procuring the presentation of the relevant Global Bond to the Fiscal Agent for notation accordingly within the time limits set forth in that Condition. 8. Euroclear and Clearstream, Luxembourg Bonds represented by a Global Bond are transferable in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as appropriate. 9. Eurosystem Eligibility The Global Bonds will be issued in New Global Note (NGN) form. This means that the Bonds are intended to be deposited with a common safekeeper for Euroclear and Clearstream, Luxembourg (each acting in its capacity as International Central Securities Depositary) and does not necessarily mean that the Bonds will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria established by the European Central Bank from time to time, which include a ratings requirement.

USE OF PROCEEDS

The net proceeds of the issue of the Bonds will be on-lent to PKN ORLEN to be used by PKN ORLEN for the general corporate purposes of the PKN ORLEN Group.

DESCRIPTION OF THE ISSUER

Date of Incorporation and legal form

ORLEN Capital AB (publ) is a public limited liability company incorporated in Sweden, formed under the laws of Sweden and registered with the Swedish Companies Registration Office (Bolagsverket) on 12 June 2014 (with registration number 556974-3114).

The issued share capital of ORLEN Capital AB (publ) is EUR 60,000 and is comprised of 500,000 shares of EUR 0.12 each. ORLEN Capital AB (publ) is a wholly owned subsidiary of PKN ORLEN.

The rights of PKN ORLEN as a shareholder in ORLEN Capital AB (publ) are contained in the Articles of Association of ORLEN Capital AB (publ) and ORLEN Capital AB (publ) will be managed in accordance with those articles and with the provisions of Swedish law.

Registered Office

The registered office of ORLEN Capital AB (publ) is at Sergels Torg 12, PO Box 162 85, 103 25 Stockholm, and the telephone number of ORLEN Capital AB (publ) is +46 8 402 72 00.

Purpose and Business Activity

The principal objects of ORLEN Capital AB (publ) are set out in its Articles of Association, and are, in summary, to conduct financial activities primarily through the borrowing of funds by way of issuance of bonds and other financial instruments to institutional and private investors and through the direct lending of such funds to group companies, granting credit facilities and loans, and to conduct any other activities compatible therewith or to provide any related services. ORLEN Capital AB (publ) shall not conduct activities that constitute operations which would require a licence in accordance with the Banking and Financing Business Act (SFS 2004:297).

Management

The four Directors of ORLEN Capital AB (publ) and their respective business addresses and principal activities are as follows:

Name Position(s) Jacek Matyjasik Chairman of the Board Anna Litewka Managing Director Witold Literacki Director Robert Jasinski Director

The business address of each director is Sergels Torg 12, SE-115 57 Stockholm, Sweden.

There are no potential conflicts of interest between the private interests or other duties of the directors listed above and their duties to ORLEN Capital AB (publ).

Independent Auditors

The independent auditors of ORLEN Capital AB (publ) are KPMG AB, whose registered office is at P.O. Box 16106, SE-10323 Stockholm, Sweden and registration number is 556043-4465. The proposed financial year for ORLEN Capital AB (publ) is 1 January to 31 December.

SELECTED FINANCIAL INFORMATION

Separate Statement of Financial Position

The following table shows the financial position of PKN ORLEN as at 31 December 2013 and 2012:

As at 31 December

2013 2012

(PLN Million) ASSETS Non-current assets Property, plant and equipment ...... 12,097 12,088 Intangible assets...... 439 603 Perpetual usufruct of land ...... 98 91 Shares in related parties ...... 9,646 9,003 Financial assets available for sale ...... 40 41 Other non-current assets ...... 1,035 648 23,355 22,474 Current assets Inventories ...... 9,383 10,375 Trade and other receivables ...... 6,248 6,396 Other financial assets ...... 974 1,082 Current tax assets ...... 31 56 Cash ...... 2,072 972 Non-current assets classified as held for sale...... - 52 18,708 18,933 Total assets ...... 42,063 41,407

EQUITY AND LIABILITIES EQUITY Share capital ...... 1,058 1,058 Share premium ...... 1,227 1,227 Hedging reserve ...... 168 (69) Retained earnings ...... 20,682 20,704 Total equity ...... 23,135 22,920 LIABILITIES Non-current liabilities Loans and debt securities ...... 6,096 6,969 Provisions ...... 324 360 Deferred tax liabilities ...... 404 240 Other non-current liabilities ...... 99 133 6,923 7,702 Current liabilities Trade and other liabilities ...... 9,836 8,586 Loans, borrowings and debt securities ...... 1,314 1,303 Provisions ...... 348 401 Deferred income ...... 94 137 Other financial liabilities ...... 413 358 12,005 10,785 Total liabilities ...... 18,928 18,487 Total equity and liabilities ...... 42,063 41,407

Separate Statement of Profit or Loss and Other Comprehensive Income

The following table shows the profit or loss and other comprehensive income of PKN ORLEN for the years ended 31 December 2013 and 2012:

Year ended 31 December

2013 2012 (PLN Million) Statement of profit or loss Sales revenues ...... 84,040 88,349 Cost of sales ...... (80,813) (83,754) Gross profit on sales ...... 3,227 4,595 Distribution expenses ...... (2,090) (2,066) Administrative expenses...... (737) (755) Other operating income ...... 324 373 Other operating expenses ...... (267) (337) Profit from operations...... 457 1,810 Finance income ...... 589 1,640 Finance costs ...... (414) (786) Net finance income and costs...... 175 854 Profit before tax ...... 632 2,664 Tax expense ...... (14) (536) Net profit ...... 618 2,128

Items of other comprehensive income which will not be reclassified into profit or loss ...... 2 - Actuarial gains and losses ...... 2 - which will be reclassified into profit or loss under certain conditions ...... 237 (55) Hedging instruments ...... 293 (68) Deferred tax ...... (56) 13 239 (55) Total net comprehensive income ...... 857 2,073 Net profit and diluted net profit per share (in PLN per share) ...... 1.44 4.97

Separate Statement of Financial Position

The following table shows the financial position of PKN ORLEN as at 31 March 2014 and 31 December 2013:

As at 31 31 March December 2014 2013 (unaudited) (audited) (PLN Million) ASSETS Non-current assets ...... Property, plant and equipment ...... 12,229 12,097 Intangible assets...... 505 439 Perpetual usufruct of land ...... 97 98 Shares in related parties ...... 9,918 9,646 Financial assets available for sale ...... 40 40 Other non-current assets ...... 1,234 1,035 24,023 23,355 Current assets Inventories ...... 11,575 9,383 Trade and other receivables ...... 5,652 6,248 Other financial assets ...... 691 974 Current tax assets ...... 35 31 Cash ...... 219 2,072 Non-current assets classified as held for sale...... 9 - 18,181 18,708 Total assets 42,204 42,063 EQUITY AND LIABILITIES EQUITY Share capital ...... 1,058 1,058 Share premium ...... 1,227 1,227 Hedging reserve ...... 67 168 Retained earnings ...... 20,675 20,682 Total equity ...... 23,027 23,135 LIABILITIES Non-current liabilities Loans and debt securities ...... 7,343 6,096 Provisions ...... 324 324 Deferred tax liabilities ...... 376 404 Other non-current liabilities ...... 186 99 8,229 6,923 Current liabilities Trade and other liabilities ...... 8,722 9,836 Loans, borrowings and debt securities ...... 1,172 1,314 Provisions ...... 329 348 Deferred income ...... 143 94 Other financial liabilities ...... 582 413 10,948 12,005 Total liabilities ...... 19,177 18,928 Total equity and liabilities ...... 42,204 42,063

Separate Statement of Profit or Loss and Other Comprehensive Income The following table shows the profit or loss and other comprehensive income of PKN ORLEN for the three months ended 31 March 2014 and 2013:

Three months ended 31 March

2014 2013 (unaudited) (PLN Million) Statement of profit or loss Sales revenues ...... 17,415 20,205 Cost of sales ...... (16,668) (19,261) Gross profit on sales ...... 747 944 Distribution expenses ...... (525) (515) Administrative expenses...... (171) (183) Other operating income ...... 59 38 Other operating expenses ...... (40) (45) Profit from operations...... 70 239 Finance income ...... 30 41 Finance costs ...... (108) (355) Net finance income and costs...... (78) (314) (Loss) before tax ...... (8) (75) Tax expense ...... 1 91 Net profit/(loss) ...... (7) 16 Items of other comprehensive income which will be reclassified into profit or loss under certain conditions Hedging instruments ...... (125) 30 Deferred tax ...... 24 (6) (101) 24 Total net comprehensive income ...... (108) 40 Net profit/(loss) and diluted net profit/(loss) per share (in PLN per share) ...... (0.02) 0.04

Consolidated Statement of Financial Position The following table shows the financial position of PKN ORLEN and its consolidated subsidiaries as at 31 December 2013 and 2012: As at 31 December

2013 2012

(PLN Million) ASSETS Non-current assets Property, plant and equipment ...... 25,294 24,744 Investment property ...... 120 117 Intangible assets...... 961 1,447 Perpetual usufruct of land ...... 99 98 Investments accounted for under equity method ...... 12 12 Financial assets available for sale ...... 40 41 Deferred tax assets ...... 151 297 Other non-current assets ...... 158 55 26,835 26,811 Current assets Inventories ...... 13,858 15,011 Trade and other receivables ...... 7,817 8,075 Other financial assets ...... 165 368 Current tax assets ...... 61 90 Cash and cash equivalents ...... 2,893 2,211 Non-current assets classified as held for sale...... 15 65 24,809 25,820 Total assets 51,644 52,631 EQUITY AND LIABILITIES EQUITY Share capital ...... 1,058 1,058 Share premium ...... 1,227 1,227 Hedging reserve ...... 148 (73) Revaluation reserve ...... - 6 Foreign exchange differences on subsidiaries from consolidation ...... (201) 81 Retained earnings ...... 23,716 24,180

Total Equity attributable to equity owners of the parent ...... 25,948 26,479 Non-controlling interest ...... 1,603 1,828 Total equity ...... 27,551 28,307 LIABILITIES Non-current liabilities Loans, borrowings and debt securities ...... 6,603 7,678 Provisions ...... 658 660 Deferred tax liabilities ...... 538 672 Deferred income ...... 10 16 Other non-current liabilities ...... 134 171 7,943 9,197 Current liabilities Trade and other liabilities ...... 14,143 12,656 Loans, borrowings and debt securities ...... 911 1,295 Current tax liabilities ...... 37 83 Provisions ...... 823 803 Deferred income ...... 124 168 Other financial liabilities ...... 111 122 Liabilities directly associated with assets classified as held for sale ...... 1 -

16,150 15,127 Total liabilities ...... 24,093 24,324 Total equity and liabilities ...... 51,644 52,631

Consolidated Statement of Profit or Loss and Other Comprehensive Income

The following table shows the profit or loss and other comprehensive income of PKN ORLEN and its consolidated subsidiaries for the years ended 31 December 2013 and 2012:

Year ended 31 December

2013 2012

(PLN Million)

Statement of profit or loss Sales revenues ...... 113,853 120,102 Cost of sales ...... (107,980) (112,094) Gross profit on sales ...... 5,873 8,008 Distribution expenses ...... (3,935) (3,872) Administrative expenses ...... (1,465) (1,524) Other operating income ...... 575 726 Other operating expenses ...... (715) (1,314) Profit from operations ...... 333 2,024 Finance income ...... 473 1,505 Finance costs...... (628) (904) Net finance income and costs ...... (155) 601 Share in profit from investments accounted for under equity method ...... - (1) Profit before tax ...... 178 2,624 Tax expense ...... (88) (454) Net profit ...... 90 2,170 Items of other comprehensive income which will not be reclassified into profit or loss ...... (7) 2 Fair value measurement of investment property as at the date of reclassification ...... (13) 3 Actuarial gains and losses ...... 4 - Deferred tax ...... 2 (1) which will be reclassified into profit or loss under certain conditions ...... (193) (476) Hedging instruments ...... 260 (55) Foreign exchange differences on subsidiaries from consolidation ...... (404) (432) Deferred tax ...... (49) 11 (200) (474) Total net comprehensive income ...... (110) 1,696 Net profit attributable to ...... 90 2,170 equity owners of the parent ...... 176 2,345 non-controlling interest ...... (86) (175) Total net comprehensive income attributable to ...... (110) 1,696 equity owners of the parent ...... 112 1,963 non-controlling interest ...... (222) (267) Net profit and diluted net profit per share attributable to equity owners of the parent (in PLN per share) 0.41 5.48

Consolidated Statement of Financial Position

The following table shows the financial position of PKN ORLEN and its consolidated subsidiaries as at 31 March 2014, 31 December 2013 and 1 January 2013. For an explanation of "restated data", see "Presentation of Information":

As at

31 March 31 December 1 January

2014 2013 (unaudited) (restated data) (restated data) ASSETS (PLN Million) Non-current assets Property, plant and equipment ...... 25,234 24,904 24,331 Investment property ...... 120 121 112 Intangible assets...... 1,059 823 1,296 Perpetual usufruct of land ...... 94 95 94 Investments accounted for under equity method ...... 632 615 594 Financial assets available for sale ...... 40 40 41 Deferred tax assets ...... 154 151 285 Other non-current assets ...... 35 158 55 27,368 26,907 26,808 Current assets Inventories ...... 16,208 13,749 14,903 Trade and other receivables ...... 8,406 7,768 7,996 Other financial assets ...... 176 165 368 Current tax assets ...... 66 59 84 Cash and cash equivalents ...... 758 2,689 2,029 Non-current assets classified as held for sale...... 24 15 65 25,638 24,445 25,445 Total assets ...... 53,006 51,352 52,253 EQUITY AND LIABILITIES EQUITY Share capital ...... 1,058 1,058 1,058 Share premium ...... 1,227 1,227 1,227 Hedging reserve ...... 59 148 (73) Revaluation reserve ...... - - 7 Foreign exchange differences on subsidiaries from consolidation ...... (231) (201) 80 Retained earnings ...... 23,803 23,716 24,180 Total Equity attributable to equity owners of the parent ...... 25,916 25,948 26,479

Non-controlling interest ...... 1,696 1,603 1,828 Total equity ...... 27,612 27,551 28,307 LIABILITIES Non-current liabilities Loans, borrowings and debt securities ...... 7,734 6,507 7,523 Provisions ...... 657 658 660 Deferred tax liabilities ...... 482 538 668 Deferred income ...... 10 10 15 Other non-current liabilities ...... 219 133 169 9,102 7,846 9,035 Current liabilities Trade and other liabilities ...... 12,985 14,013 12,504 Loans, borrowings and debt securities ...... 2,040 850 1,233 Current tax liabilities ...... 46 36 83 Provisions ...... 874 821 802 Deferred income ...... 279 124 168 Other financial liabilities ...... 64 110 121 Liabilities directly associated with assets classified as held for sale 4 1 - 16,292 15,955 14,911 Total liabilities ...... 25,394 23,801 23,946 Total equity and liabilities ...... 53,006 51,352 52,253

Consolidated Statement of Profit or Loss and Other Comprehensive Income

The following table shows the profit or loss and other comprehensive income of PKN ORLEN and its consolidated subsidiaries for the three months ended 31 March 2014 and 2013. For an explanation of "restated data", see "Presentation of Information":

Three months ended 31 March

2014 2013 (unaudited) (restated data) (PLN Million) Statement of profit or loss Sales revenues ...... 24,119 27,450 Cost of sales ...... (22,821) (25,834) Gross profit on sales ...... 1,298 1,616 Distribution expenses ...... (915) (943) Administrative expenses...... (346) (354) Other operating income ...... 303 73 Other operating expenses ...... (102) (68) Share in profit from investments accounted for under equity method ...... 16 10 Profit from operations...... 254 334 Finance income ...... 48 117 Finance costs ...... (148) (338) Net finance income and costs...... (100) (221) Profit before tax ...... 154 113 Tax expense ...... (28) 32 Net profit ...... 126 145 Items of other comprehensive income which will not be reclassified into profit or loss ...... - (7) Fair value measurement of investment property as at the date of reclassification ...... - (9) Deferred tax ...... - 2 which will be reclassified into profit or loss under certain conditions ...... (65) 120 Hedging instruments ...... (100) 23 Foreign exchange differences on subsidiaries from consolidation ...... 16 101 Deferred tax ...... 19 (4) (65) 113 Total net comprehensive income ...... 61 258

Net profit attributable to ...... 126 145 equity owners of the parent ...... 64 149 non-controlling interest ...... 62 (4)

Total net comprehensive income attributable to...... 61 258 equity owners of the parent ...... (55) 277 non-controlling interest ...... 116 (19) Net profit and diluted net profit per share attributable to equity owners of the parent (in PLN per share) ...... 0.15 0.35

For a description of EBITDA, as well as the variations to EBITDA used by the Group, please see further "Presentation of Information" and "Financial Performance – Adjusted Ebitda, EBITDA and EBIT".

DESCRIPTION OF THE GROUP PKN ORLEN

Registration Details

Polski Koncern Naftowy ORLEN Spółka Akcyjna ("PKN ORLEN") is registered under number KRS 0000028860 and operates under the laws of Poland. The registered office of PKN ORLEN is at ul. Chemików 7, 09-411 Płock, Poland, and its telephone number is +48 (24) 365 00 00.

History and Development of PKN Orlen

PKN ORLEN was formed on 7 September 1999 through the merger of Petrochemia Płock S.A. ("Petrochemia Płock"), a refinery and petrochemical products manufacturer in Poland, and Centrala Produktów Naftowych CPN S.A. ("CPN"), a motor fuel distributor in Poland. Prior to the merger, the shares in Petrochemia Płock and CPN were owned by the State Treasury, Nafta Polska S.A. ("Nafta Polska") and by the employees of the merged companies. PKN ORLEN shares were listed for the first time on the Warsaw Stock Exchange on 26 November 1999. On 12 April 2000, PKN ORLEN changed its name from Polski Koncern Naftowy S.A. to its present name.

ORGANISATIONAL STRUCTURE OF THE GROUP

Overview of the Group and PKN ORLEN's position in the Group

PKN ORLEN and its consolidated subsidiaries together make up the ORLEN Group (the "Group"). PKN ORLEN is the parent company of the Group. The Group processes crude oil into unleaded petrol, diesel oil, heating oil, aviation fuel, plastics and other petrochemical products. The Group sells fuels to both the wholesale and retail markets through its network of petrol stations in Poland, Germany, the Czech Republic and Lithuania. The Group is also active in the wholesale distribution of petrochemical products and the upstream sector (i.e. the exploration for, and production of, hydrocarbons).

The Group manages a portfolio of six operational refineries, three of which are located in Poland (Płock, Trzebinia and Jedlicze), two in the Czech Republic (Litvinov and Kralupy) and one in Lithuania (Mažeikiai). The Group has a seveneth refinery at Pardubice, however, the processing of oil ceased at this refinery in 2012 and the site is currently only used for storage. The refineries at Trzebinia and Jedlicze are currently focussed on the specialised production of certain products (including biocomponents, waxes and parafins).

The Group's refining facilities mainly process REBCO which, due to the technical requirements required for refining, and its lower price compared to Brent Crude, allows PKN ORLEN to achieve a cost advantage. The refineries in Płock and the Czech Republic are also integrated to produce a wide variety of petrochemical products.

The Group's retail distribution is supported by: an infrastructure of overground and underground storage tanks; a network of pipelines in Poland, the Czech Republic and Lithuania; a pipeline connection with the Gdańsk terminal in Poland; and oil handling facilities in Butinge, Lithuania.

Employees

The table below sets out the number of employees employed by the Group for the years ended 31 December 2013 and 2012:

Year ended 31 December 2013 2012 Employees ...... 21,565 21,956

The following table shows the organisational structure of the Group:

ORLEN GROUP

REFINING SEGMENT RETAIL SEGMENT PETROCHEMICAL SEGMENT UPSTREAM CORPORATE FUNCTIONS

Production and trading Trading companies Production and trading Exploration and extraction Power engineenering

ORLEN Upstream Group PKN ORLEN PKN ORLEN PKN ORLEN PKN ORLEN 100%

UNIPETROL Group UNIPETROL Group UNIPETROL Group ORLEN Upstream Sp. z o.o. Baltic Power Sp. z o.o. 63% 63% 63% ORLEN Upstream International BV 100% TriOil Resources Ltd. Benzina s.r.o. 1426628 Alberta Ltd. UNIPETROL Slovensko s.r.o. Chemopetrol a.s. OneEx Operations Partnership Baltic Spark Sp. z o.o. UNIPETROL Austria HmbH in liquidation 100% UNIPETROL Rafinerie s.r.o. ORLEN Lietuva Group UNIPETROL Deutschland GmbH Ceska Rafinerska a.s. 100% UNIPETROL RPA s.r.o. Paramo a.s. ORLEN International Exploration & Service companies Mogul Slovakia s.r.o. AB Ventus-Nafta Butadien Kralupy a.s. Production Company Group Paramo Oil s.r.o. 100% ORLEN Deutschland GmbH Anwil Group 100% ORLEN Lietuva Group 100% ORLEN International Exploration & PKN ORLEN 100% Anwil S.A. Production Company BV Spolana a.s. SIA Balin Energy UNIPETROL Group AB ORLEN Lietuva Service companies 63% UAB Mazeikiu Nafta Trading House (Lithuania) Basell ORLEN PolyolefinsGroup SIA ORLEN Latvija 50% Unipetrol a.s. OU ORLEN Eesti UNIPETROL Group UNIPETROL Services s.r.o. 63% Basell ORLEN Polyolefins Sp. z o.o. HC Verva Litvinov a.s. ORLEN Asfalt Group Basell ORLEN Polyolefins Sprzedaż Sp. z o.o. Petrotrans s.r.o. 100% ORLEN Lietuva Group ORLEN Centrum Serwisowe Sp. z o.o. 100% ORLEN Asfalt Sp. z o.o. Service companies 99% ORLEN Asfalt Ceska Republica s.r.o. AB Orlen Lietuva ORLEN Budonaft Sp. z o.o. UNIPETROL Group Rafineria Nafty Jedlicze Group ORLEN Administracja Sp. z o.o. 100% 63% 100% 100% Polymer Institute Brno s.r.o. ORLEN Ochrona Group Rafineria Nafty Jedlicze Sp. z o.o. Vyzkumny ustav anorganicke chemie a.s. 100% Rafineria Trzebinia Group ANWIL Group 86% ORLEN Ochrona Sp. z o.o. 100% UAB Apsauga Rafineria Trzebinia S.A. Fabryka Parafin Naftowax Sp. z o.o. Przedsiebiorstwo Inwestycyjno- ORLEN Laboratorium Sp. z o.o. Remontowe Remwil Sp. z o.o. 99% ORLEN Oil Group Przedsiebiorstwo Produkcyjno-Handlowo- 100% Usługowe Pro-Lab Sp. z o.o. ORLEN Centrum Usług Przedsiębiorstwo Usług Specjalistycznych Korporacyjnych Sp. z o.o. 100% ORLEN Oil Sp. z o.o. i Projektowych Chemeko Sp. z o.o. ORLEN Oil Cesko s.r.o. in liquidation ORLEN Projekt S.A. Platinium Oil Sp. z o.o. in liquidation 100%

Płocki Park Przemysłowo-Technologiczny IKS Solino S.A. Group 100% 50%

ORLEN Paliwa Sp. z o.o. PPPT Sp. z o.o. 100% Centrum Edukacji Sp. z o.o

ORLEN PetroTank Sp. z o.o. ORLEN Holding Malta Group 100% 100% Petrolot Sp. z o.o. ORLEN Holding Malta Ltd. 100% ORLEN Insurance Ltd. ORLEN Gaz Sp. z o.o. 100% ORLEN Finance AB 100% Ship-Service S.A. 61% ORLEN Capital AB Kopalnia Soli Lubień sp. z o.o.. 100% 100%

Service companies

UNIPETROL Group 63% UNIPETROL Doprava s.r.o. ORLEN Lietuva Group 100% UAB Paslaugos TAU UAB Emas Rafineria Nafty Jedlicze Group 100%

RAF-Koltrans Sp. z o.o. in liquidation RAF-Służba Ratownicza Sp.z o.o. RAF-Bit Sp. z o.o.( in liquidation) Konsorcjum Olejów Przepracowanych- Organizacja Odzysku S.A.

Rafineria Trzebinia Group 86%

EkoNaft Sp. z o.o. Energomedia Sp. z o.o. Euronaft Trzebinia Sp. z o.o. Zakładowa Straż Pożarna Sp. z o.o.

ORLEN KolTrans Sp. z o.o. 100%

ORLEN Transport S.A. 100% ORLEN Automatyka Sp. z o.o. 100% ORLEN Wir Sp. z o.o. - joint ventures accounted for under equity method 77% ORLEN Eko Sp. z o.o. 100%

PKN ORLEN's Dependence Upon Other Group Entities

The Group includes PKN ORLEN, an independent parent company in the Group structure, and subsidiaries, jointly- controlled companies and associates located mainly in Poland, Germany, the Czech Republic and Lithuania.

Details of the Group entities are shown below in the following tables.

Companies Directly Affiliated to the Group where the Group's Share in the Equity Capital Exceeds 20 per cent.

The following table shows the companies in the Group in which PKN ORLEN's direct share of the equity capital exceeds 20 per cent. as at the date of this Prospectus:

Indirect percentage share of PKN ORLEN Percentage share (held through a of PKN ORLEN subsidiary) in the Type of in the capital and capital and voting relationship with voting rights as of rights as of 31 No. Name of company Registered office PKN ORLEN S.A. 31 May 2014 May 2014 1 AB ORLEN Lietuva Juodeikiai Subsidiary 100.00 — 2 Anwil S.A. Włocławek Subsidiary 100.00 — 3 Inowrocławskie Kopalnie Soli "SOLINO" S.A. Inowrocław Subsidiary 100.00 — 4 Kopalnia Soli Lubień sp. z o.o. Warsaw Subsidiary 100.00 — 5 ORLEN Administracja Sp. z o.o. Płock Subsidiary 100.00 — 6 ORLEN Asfalt Sp. z o.o. Płock Subsidiary 100.00 — 7 ORLEN Automatyka Sp. z o.o. Płock Subsidiary 100.00 — 8 ORLEN Budonaft Sp. z o.o. Limanowa Subsidiary 100.00 — 9 ORLEN Centrum Serwisowe Sp. z o.o. Opole Subsidiary 99.33 — 10 ORLEN Deutschland GmbH Elmshorn Subsidiary 100.00 — 11 ORLEN Eko Sp. z o.o. Płock Subsidiary 100.00 — 12 ORLEN Gaz Sp. z o.o. Płock Subsidiary 100.00 — 13 ORLEN Holding Malta Limited Sliema, Malta Subsidiary 99.50 — 14 ORLEN KolTrans Sp. z o.o. Płock Subsidiary 99.85 — 15 ORLEN Centrum Usług Korporacyjnych sp. z o.o. Płock Subsidiary 100.00 — 16 Orlen Laboratorium Sp. z o.o. Płock Subsidiary 99.38 — 17 ORLEN Ochrona Sp. z o.o. Płock Subsidiary 100.00 — 18 ORLEN Oil Sp. z o.o. Kraków Subsidiary 100.00 — 19 ORLEN Paliwa Sp. z o.o. Płock Subsidiary 100.00 — 20 ORLEN PetroTank Sp. z o.o. Widełka Subsidiary 100.00 — 21 ORLEN Projekt S.A. Płock Subsidiary 99.77 — 22 ORLEN Transport S.A. Płock Subsidiary 100.00 — 23 ORLEN Upstream Sp. z o.o. Warsaw Subsidiary 100.00 — 24 ORLEN Wir Sp. z o.o. Płock Subsidiary 76.59 — 25 Petrolot Sp. z o.o. Warsaw Subsidiary 100.00 — 26 Rafineria Nafty Jedlicze S.A. Jedlicze Subsidiary 100.00 — 27 Rafineria Trzebinia S.A. Trzebinia Subsidiary 86.35 — 28 Ship - Service S.A. Warsaw Subsidiary Capital: 60.86 — Voting rights: 55.87 29 Unipetrol a.s. Prague Subsidiary 62.99 — 30 ORLEN Finance AB Stockholm Subsidiary 100.00 — 31 ORLEN Capital AB (publ) Stockholm Subsidiary 100.00 — 32 Baltic Power Sp. z o.o. Warsaw Subsidiary 100.00 — 33 Baltic Spark Sp. z o.o. Warsaw Subsidiary 100.00 — 34 Basell Orlen Polyolefins Sp. z o.o. Płock Jointly-controlled 50.00 — 35 Płocki Park Przemysłowo-Technologiczny S.A. Płock Jointly-controlled 50.00 —

Companies Indirectly Affiliated to the Group where the Group's Share in the Equity Capital Exceeds 20 per cent.

The following table shows the companies in the Group in which PKN ORLEN's indirect share of the equity capital exceeds 20 per cent. as at the date of this Prospectus:

Indirect percentage share of PKN ORLEN Percentage share (held through a of parent(s) in the subsidiary) in the Type of capital and voting capital and voting relationship with rights as of 31 May rights as of 31 No. Name of company Registered office PKN ORLEN S.A. 2014 May 2014 Companies in the Anwil Group: 36 Przedsiębiorstwo Inwestycyjno-Remontowe REMWIL Sp. z o.o. Włocławek Subsidiary 100.00 100.00 37 Przedsiębiorstwo Produkcyjno-Handlowo- Usługowe Pro-Lab Sp. z o.o. Włocławek Subsidiary 99.32 99.32 38 Spolana a.s. Neratovice Subsidiary 100.00 100.00 39 Chemeko Sp. z o.o. Włocławek Subsidiary 100.00 77.97 40 Zakład Usługowo Produkcyjny EKO-Dróg Sp. z o.o. Włocławek Associated 48.78 48.78 41 Przedsiebiorstwo Usług Technicznych Wircom Sp. z o.o. Włocławek Associated 49.02 49.02 Companies in the Rafineria Trzebinia Group: 42 Energomedia Sp. z o.o. Trzebinia Subsidiary 100.00 86.35 43 Euronaft Trzebinia Sp. z o.o. Trzebinia Subsidiary 100.00 86.35 44 Fabryka Parafin Naftowax Sp. z o.o. Trzebinia Subsidiary 100.00 86.35 45 EkoNaft Sp. z o.o. Trzebinia Subsidiary 100.00 86.35 46 Zakładowa Straż Pożarna Sp. z o.o. Trzebinia Subsidiary 100.00 86.35 Companies in the Rafineria Nafta Jedlicze Group: 47 Konsorcjum Olejów Przepracowanych- Organizacja Odzysku S.A. Jedlicze Subsidiary 81.00 87.91 48 RAF-KOLTRANS Sp. z o.o.(in liquidation) Jedlicze Subsidiary 100.00 100.00 49 RAF- SŁUŻBA RATOWNICZA Sp. z o.o. Jedlicze Subsidiary 100.00 100.00 50 RAF-BIT Sp. z o.o. w likwidacji .(in liquidation) Jedlicze Subsidiary 100.00 100.00 Companies in the ORLEN Oil Group: 51 Platinum Oil Sp. z o.o. .(in liquidation) Lublin Subsidiary 100.00 100.00 52 Platinum Oil Wielkopolskie Centrum Dystrybucji Sp. z o.o. Baranowo Associated 22.00 22.00 53 ORLEN Oil Cesko s.r.o. w likwidacji .(in liquidation) Brno Subsidiary 100.00 100.00 Companies in the Unipetrol Group: 54 Výzkumný ústav anorganické chemie a.s. Usti nad Labem Subsidiary 100.00 62.99 55 UNIPETROL SERVICES s.r.o. Litvinov Subsidiary 100.00 62.99 56 UNIPETROL RAFINERIE s.r.o. Litvinov Subsidiary 100.00 62.99 57 BENZINA s.r.o. Prague Subsidiary 100.00 62.99 58 PETROTRANS s.r.o. Prague Subsidiary 100.00 62.99 59 BUTADIEN KRALUPY a.s. Kralupy Jointly-controlled 51.00 32.12 60 ČESKÁ RAFINÉRSKÁ a.s. Litvinov Jointly-controlled 67.56 42.56 61 UNIPETROL RPA s.r.o. Litvinov Subsidiary 100.00 62.99 62 UNIPETROL DOPRAVA s.r.o. Litvinov Subsidiary 100.00 62.99 63 UNIPETROL SLOVENSKO s.r.o. Bratislava Subsidiary 100.00 62.99 64 HC Verva Litvinov a.s. Litvinov Subsidiary 70.95 44.69 65 CHEMOPETROL a.s. Litvinov Subsidiary 100.00 62.99 66 POLYMER INSTITUTE BRNO spol. s.r.o. Brno Subsidiary 100.00 62.99 67 UNIPETROL DEUTSCHLAND GmbH Langen Subsidiary 100.00 62.99 68 PARAMO a.s. Pardubice Subsidiary 100.00 62.99 69 MOGUL SLOVAKIA s.r.o. Hradište pod Vrátnom Subsidiary 100.00 62.99 70 PARAMO OIL s.r.o. Pardubice Subsidiary 100.00 62.99 71 UNIPETROL AUSTRIA HmbH in liquidation Vienna Subsidiary 100.00 62.99 Companies in the ORLEN Lietuva Group: 72 AB Ventus Nafta Vilnius Subsidiary 100.00 100.00 73 UAB Mazeikiu Nafta Trading House (Lithuania) Juodeikiai Subsidiary 100.00 100.00 74 SIA ORLEN Latvija Riga Subsidiary 100.00 100.00 75 ORLEN Eesti Tallin Subsidiary 100.00 100.00 76 UAB Naftelf Vilnius Associated 34.00 34.00 77 UAB Paslaugos Tau Juodeikiai Subsidiary 100.00 100.00 78 UAB EMAS Juodeikiai Subsidiary 100.00 100.00 Companies in the Basell Orlen Polyolefins Group: 79 Basell ORLEN Polyolefins Sprzedaż Sp. z o.o. Płock Jointly-controlled 100.00 50.00 Companies in the ORLEN Asfalt Group: 80 ORLEN Asfalt Ceska Republika Pardubice Subsidiary 100.00 100.00 52

Acquisitions and Disposals by the Group in 2013 and 2014

The Group continually assesses the possibility of strategic acquisitions, or the divestiture of non-core assets or businesses, in the pusuit of its strategic objectives.

 On 6 June 2014 the Group acquired Birchill Exploration Limited Partnership, which was merged into TriOil Resources Ltd.

 In May 2014, the Group sold its share holdings in ORLEN Medica Sp. z o.o., S.U. Krystynka Sp. z o.o., and Specjalistyczna Przychodnia Przemysłowa Prof-Med Sp. z o.o.

 In February 2014, the Group set up Kopalnia Soli Lubień sp. z o.o.

 In November 2013, an agreement for the sale of 16.335 per cent. of the shares in Ceska Rafinerska a.s. was signed between Shell Overseas Investments B.V. (as seller) and Unipetrol a.s., which should strengthen the Group's position on the Czech market and enable further development of the trading operations. The ownership of the shares was effectively transferred to Unipetrol a.s. in January 2014.

 On 14 November 2013, the Group acquired 100 per cent. of the shares in a Canadian exploration and extraction company, TriOil Resources Ltd, based in Calgary, Alberta Province. This included the acquisitions of TriOil Group companies OneEx Operations Partnership and 1426628 Alberta Ltd. through the special purpose vehicle set up for the acquisition, ORLEN Upstream International B.V.

 On 1 August 2013 the Group sold 100 per cent. shares of UAB Medikvita (formerly Mazeikiu Nafta Health Care).

 The liquidation of CHEMAPOL (SCHWEIZ) AG was completed on 12 June 2013.

OVERVIEW OF OPERATIONS OF THE GROUP

PKN ORLEN is one of the largest oil and gas companies in Central and Eastern Europe in terms of turnover according to the CEE TOP 500 Report published by Coface. In 2013, the Group's revenues exceeded PLN 113 billion. The Group converts crude oil into petrol, diesel, heating oil, aviation fuel, plastics and other petrochemical products. The Group has seven refineries in Poland, the Czech Republic and Lithuania (comprising six operational refineries and the refinery in Pardubice where oil processing stopped in 2012). In 2013, PKN ORLEN processed over 28 million tonnes of crude oil in total. The refinery in Płock integrates oil refinery with petrochemical production activity including an olefin plant (operated by Basell ORLEN Polyolefins Sp. z o.o.) and a PX/PTA plant. (see further – "Petrochemicals")

A major portion of the fuel produced by the Group is sold through the Group's own retail network. According to PKN ORLEN's estimations, the Group owns the largest chain of petrol stations in Central Europe, comprising approximately 2,700 outlets located in Poland, Germany, the Czech Republic and Lithuania. The retail network of the Group is supported by wholesale and logistics infrastructure comprising above ground and underground storage tanks as well as a long-distance pipeline network.

The Group currently conducts operations in the following reporting segments:

Refining: In the refining segment, the Group processes crude oil, mainly into petrol, diesel, and light and heavy heating oils. The wholesale and logistics operations of the Group are also conducted as part of the refining segment. The refineries in Płock and in the Czech Republic are integrated with the petrochemical operations of the Group.

The Group distributes wholesale refining products using logistics infrastructure consisting of fuel terminals; land and sea reloading centres; product pipeline networks; and railway and road transport.

Retail: The Group is engaged in the retail sale of petroleum and non-fuel products through its network of petrol stations located in Poland, the Czech Republic, Germany and Lithuania. Retail sales are managed in particular markets by PKN ORLEN, ORLEN Deutschland GmbH, Benzina s.r.o. and AB Ventus-Nafta.

Petrochemicals: The petrochemical segment primarily covers the production of olefins, polyolefins, PVC, PTA, sodium hydroxide and nitrogenous fertilisers. The Group's petrochemical segment consists of the plants operated within each of PKN ORLEN and the Capital Group of Unipetrol (the "Unipetrol Group"), Basell ORLEN Polyolefins Sp. z o.o. ("BOP") and the Capital Group of ANWIL (the "ANWIL Group"). In 2011, PKN ORLEN commissioned a plant for the production of purified terephthalic acid ("PTA").

Upstream: The Group is involved in a number of exploration projects with a view to discovering sources of oil and gas and the long-term development of discovered fields. The Group's exploration activities also extend to shale gas exploration projects. In Poland, the Group holds ten concessions for the exploration of crude oil and natural gas, both onshore and offshore. The current priority is to evaluate and exploit gas from unconventional sources (i.e. shale gas) (see further ("Upstream – Unconventional Projects").

In addition, the Group also conducts operations relating to:

Power: The Group generates heat and electricity, however this does not generate material revnues for the Group as such power is principally used by the Group's own facilities, with only surplus amounts sold externally. Operations in respect of power generation are reported under the Corporate Functions reporting segment. Construction of a gas and steam plant in Włocławek, with an operational capacity of 463 MWe, has begun and completion is scheduled for the end of 2015.

FINANCIAL PERFORMANCE

Revenue

The following tables show the revenues, financial results, increase in investments expenditures broken down by operating segment for the periods indicated:

Refining Retail Petro- Upstream Corporate Adjust- Total Segment Segment chemical Segment Functions ments Segment

(PLN million) For the three months ended 31 March 2014

Sales revenues ...... 18,102 8,362 4,968 55 81 (7,449) 24,119 Operating expenses ...... (18,411) (8,229) (4,604) (43) (244) 7,449 (24,082) Other operating income ...... 233 35 22 3 10 303 Other operating expenses ...... (39) (24) (31) (1) (7) (102) Shares in profit from investments accounted for under equity method ...... 16 16 Segment profit/(loss) from operations ...... (115) 144 371 14 (160) 254 Net finance income and costs ...... (100) Profit before tax ...... 154 Tax expense ...... (28) Net Profit ...... 126 For the three months ended 31 March 2013

(restated data)

Sales revenues ...... 21,537 8,202 5,075 76 (7,440) 27,450 Operating expenses ...... (21,565) (8,165) (4,587) (6) (248) 7,440 (27,131) Other operating income ...... 31 15 12 15 73 Other operating expenses ...... (37) (15) (5) (11) (68) Shares in profit from investments accounted for under equity method ...... 10 10 Segment profit/(loss) from operations ...... (34) 37 505 (6) (168) 334 Net finance income and costs ...... (221) Profit before tax ...... 113 Tax expense ...... 32 Net Profit ...... 145 Year ended 31 December 2013

Sales revenues ...... 88,449 36,624 19,402 17 317 (30,956) 113,853 Operating expenses ...... (89,437) (35,695) (18,072) (48) (1,084) 30,956 (113,380) Other operating income ...... 80 90 112 83 210 575 Other operating expenses ...... (272) (102) (128) (90) (123) (715) Segment profit/(loss) from operations ...... (1,180) 917 1,314 (38) (680) 333 Net finance income and costs ...... (155) Shares in profit from investments accounted for under equity method ...... - Profit before tax ...... 178 Tax expense ...... (88) Net profit ...... 90 Depreciation and amortisation ...... 958 351 734 6 121 2,170 EBITDA ...... (222) 1,268 2,048 (32) (559) 2,503 Increases in investment expenditures 944 467 526 304 268 2,509 (including borrowing costs) ......

Year ended 31 December 2012

Sales revenues ...... 93,877 38,264 19,596 1 338 (31,974) 120,102 Operating expenses ...... (92,344) (37,588) (18,435) (27) (1,070) 31,974 (117,490) Other operating income ...... 332 156 137 101 726 Other operating expenses ...... (938) (185) (93) (98) (1,314) Segment profit/(loss) from operations ...... 927 647 1,205 (26) (729) 2,024 Net finance income and costs ...... 601 Shares in profit from investments accounted for under equity method ...... (1) (1) Profit before tax ...... 2,624 Tax expense ...... (454) Net profit ...... 2,170 Depreciation and amortisation ...... 1,040 359 741 2 118 2,260 EBITDA ...... 1,967 1,006 1,946 (24) (611) 4,284 Increases in investment expenditures 800 499 477 124 134 2,034 (including borrowing costs) ......

Volume of Sales

The table below shows a breakdown of the production volumes for each segment of the Group for the periods indicated:

For the three months ended 31 March Year ended 31 December

2014 2013 2012

Volume (thousand tonnes) Refining Segment ...... 4,736 23,198 22,583 Petrochemical Segment ...... 1,416 5,170 5,233 Retail Segment ...... 1,763 7,516 7,467 Upstream Segment ...... 41 17 0

Total volume ...... 7, 956 35,901 35,283

The Group's aggregate sales revenue for the year ended 31 December 2013 was PLN 113,853 million compared to PLN 120,102 million for the year ended 31 December 2012 (a decrease of 5.2 per cent.). This was primarily due to the strengthening of the PLN against the USD and lower crude oil prices.

Sales volumes in the refining segment increased by 3 per cent. in 2013 compared to 2012 due to higher volumes of fuel sales in Poland and Lithuania. In the first three months of 2014, total sales volumes were 4,736 thousand tonnes; this represented a 15 per cent. reduction in sales compared to the same period in 2013, and was primarily a result of unfavourable market conditions in Lithuania which resulted in a 40 per cent. decrease in sales of ORLEN Lietuva compared to the same period in 2013. This was partly offset by a 20 per cent. increase in sales volumes through the Unipetrol Group.

Sales of petrochemicals decreased by 1 per cent. in 2013 compared to 2012 as a result of: the permanent cessation of fertiliser production in the Unipetrol Group; a flood in the Czech Republic, which caused the temporary shutdown of operations of Spolana; and an emergency cessation of operations in ammonia installation in ANWIL S.A. In the first three months of 2014 petrochemical sales of the Group increased by 4 per cent. in total, compared to the same period in 2013, including a 2 per cent. increase in sales in Poland and an 8 per cent. increase in sales in the Czech Republic, in each case as compared with the same period in 2013.

Sales volumes in Germany and the Czech Republic in the retail segment increased by 1 per cent. in 2013 compared with 2012. In the first three months of 2014 sales volumes in the retail segment increased by 6 per cent. in total for the Group, comprising an increase of 6 per cent. in Poland, 9 per cent. in the Czech Republic, 7 per cent. in Germany and 30 per cent. in Lithuania, in each case compared to the same period in the previous year.

Gross Profit

The gross profit of the Group is the Group's revenue less its cost of sales. The Group's gross profit was PLN 5,873 million for the year ended 31 December 2013 compared to PLN 8,008 million for the year ended 31 December 2012 (a decrease of 26.7 per cent.).

The table below shows the breakdown of the costs structure for the periods indicated:

Operating Expenses Structure For the three months ended For the year ended 31 March 31 December

2014 2013 2013 2012 (PLN (per (PLN (per (PLN (per (PLN (per million) cent.) million) cent.) million) cent.) million) cent.)

Materials and energy ...... (16,980) 69 (20,387) 74 (81,075) 71 (83,686) 70 Cost of merchandise and raw materials sold ...... (5,109) 21 (4,895) 18 (23,038) 20 (25,068) 21 External services ...... (961) 4 (1,018) 4 (4,215) 4 (4 276 ) 4 Employee benefits ...... (527) 2 (525) 2 (2,126) 2 (2,154) 2 Depreciation and amortisation ...... (522) 2 (523) 2 (2,170) 2 (2,260) 2 Taxes and charges ...... (161) 1 (145) 0 (615) 0 (496) 0 Other ...... (191) 1 (152) 0 (1,154) 1 (1,753) 1

Total ...... (24,451) 100 (27,645) 100 (114,393) 100 (119,693) 100 ______Figures are subject to rounding adjustments.

Operating expenses for the Group were PLN 114,393 million for the year ended 31 December 2013 compared to PLN 119,693 million for 2012 (a decrease of 4.4 per cent.) and PLN 24,451 million for the three months ended 31 March 2014 compared to PLN 27,645 million for the same period in 2013 (a decrease of 11.6 per cent.). The largest element of operating expenses is Materials and Energy, representing 69 per cent of total costs for the first three months of 2014. The depreciation and amortisation charge allocated to the cost of sales was PLN 2,170 million for the year ended 31 December 2013 compared to PLN 2,260 million for the year ended 31 December 2012 and PLN 522 million for the three months ended 31 March 2014 compared to PLN 523 million for the three months ended 31 March 2013.

Adjusted EBITDA, EBITDA and EBIT

The table below shows the Group's revenue, EBITDA LIFO, EBITDA, EBIT and net profit for the periods indicated.

For the three months ended For the year ended 31 March 31 December

2014 2013 2013 2012 Revenue...... 24,119 27,450 113,853 120,102 EBITDA LIFO* ...... 953 910 3,171 4,459 EBITDA ...... 776 857 2,503 4,284 EBIT ...... 254 334 333 2,024

Net profit ...... 126 145 90 2,170 ______* including one-off items related to IRS 36 (impairments of assets) in the amount of PLN -1.8 billion in 2011 and PLN -0.8 billion in 2012.

Net Profit

For the year ended 31 December 2013, the Group generated net profit of PLN 90 million compared to PLN 2,170 million for the year ended 31 December 2012. For the three months ended 31 March 2014, the Group generated net profit of PLN 126 million compared to PLN 145 million for the three months ended 31 March 2013. Net profit in 2013 decreased in comparison to 2012 due to significantly lower refining margins and Brent/Ural crude oil differential.

EBITDA

For an explanation of how EBITDA is calculated, please see further "Presentation of Information".

For the year ended 31 December 2013, the Group generated EBITDA of PLN 2,503 million compared to PLN 4,284 million for the year ended 31 December 2012. For the three months ended 31 March 2014, the Group generated EBITDA of PLN 776 million compared to PLN 857 million for the three months ended 31 March 2013.

EBITDA LIFO

PKN ORLEN and the Group value their inventories (including, in particular, the 76 days' crude oil resources which PKN ORLEN is required to maintain under Polish law and the the 60 days' crude oil resources which ORLEN Lietuva is required to maintain under Lithuanian law) using a method based on the weighted average production or acquisition cost in accordance with IFRS. The application of that method results in deferred recognition of an increase or decrease in the oil prices relative to the prices of finished products. Therefore, the reported results benefit from increases in the oil prices and are adversely affected when the prices fall. The application of the LIFO method of inventory valuation results in the current production being valued based on the current purchase prices of oil. Accordingly, an upward trend in the oil prices has a negative effect, and a falling trend has a positive effect, on the results computed using the LIFO method of inventory valuation.

The Group compiles EBITDA LIFO to give what it believes is a more accurate representation of the Group's performance. This is because the "Last in First out" methodology is linked to more recent prices. Although not a national standard, it is standard in the industry. For the year ended 31 December 2013, the Group generated adjusted EBITDA (EBITDA LIFO) of PLN 3,171 million compared to PLN 4,459 million for the year ended 31 December 2012.

This reduction of PLN 1.3 billion was primarily due to lower refining margins and a Brent/Ural crude oil differential of -2.6 USD/bbl leading to a reduction of PLN 1.7 billion in EBITDA LIFO, which was partially offset by an increase in volumes representing PLN 0.4 billion.

For the three months ended 31 March 2014, the Group generated EBITDA LIFO of PLN 953 million compared to PLN 910 million for the three months ended 31 March 2013.

The following chart shows the breakdown by segment of EBITDA LIFO for the three months ended 31 March 2014, in PLN million:

234 31

953 547 -133

274

Refining Petchem Retail Upstream Corporate EBITDA Functions LIFO Q1 2014

The following chart shows the change in EBITDA LIFO broken down by segment for the year ended 2013, in PLN million:

PLN +43m

6 953 37 910 111

-2 -109

EBITDA Refining Petchem Retail Upstream Corporate EBITDA LIFO Q1 Functions LIFO Q1 2013 2014

Sensitivity Analysis

The Group is highly sensitive to fluctuation in margins. The chart below represents the impact on annual EBITDA, as estimated by management, of fluctuations in the margins indicated:

Impact on EBITDA per year

1. Estimates of impact of changes in the model refining margin and the Brent/Ural differential is calculated based on the Group's full processing capacity of crude oil amounting to around 200 million barrels/year.

2. Estimates of the impact of changes in the model petrochemical margin are calculated assuming Group sales of polymers in the ORLEN Group of approximately 550 thousand tonnes per year.

3. Estimates of the impact of changes in the model olefin margin are calculated assuming Group sales of monomers of approximately 850 thousand tonnes per year.

4. Estimates of the impact of changes in the retail margin are calculated assuming Group sales of fuels of approximately 9 billion litres per year.

A change in the Brent/Ural refining margin of USD 1 per barrel is estimated to have an impact on EBITDA of approximately USD 200 million per annum. A change in the model petrochemical margin of EUR 100 per tonne is estimated to impact EBITDA by EUR 55 million per annum. A change in the model olefin margin of EUR 100 per tonne is estimated to impact EBITDA by EUR 85 million per annum. A change in the retail sales margin of 1 grosz per litre (gr/l) is estimated to impact EBITDA by PLN 90 million per annum.

Capital Expenditure

The following chart shows the Group's total capital expenditure in PLN billion for the years ended 31 December 2012 and 2013, and for the three months ended 2014, along with a percentage breakdown showing how this was allocated between mandatory capital expenditure, expenditure on refurbishment and development.

The Group's capital expenditure was PLN 2,509 million plus PLN 535 million in respect of the TriOil acquisition, for the year ended 31 December 2013, compared to PLN 2,034 million for the year ended 31 December 2012. A total of PLN 3.8 billion in capital expenditure is planned for 2014, 53 per cent. of which will be allocated for developing new infrastructure and 47 per cent. for maintaining existing infrastructure and obligatory compliance with regulatory requirements. Of the expenditure allocated to the development of new infrastructure 24 per cent. is scheduled to be used for upstream activities, 30 per cent. for downstream activities and 46 per cent. for energy production. In terms of the geographical split of capital expenditure for 2014: 79 per cent. is scheduled to be spent in Poland; 8 per cent. in the Czech Republic; 7 per cent. in Canada; 3 per cent. in Germany and 3 per cent. in Lithuania.

Indebtedness

The Group's net indebtedness (representing non-current loans and borrowings plus current loans and borrowings less cash and cash equivalents) was PLN 4,621 million for the year ended 31 December 2013, compared to PLN 6,762 million for the year ended 31 December 2012. The reduction in indebtedness in 2013 principally reflected the net repayment of loans and an increase in the cash balance, as well as the revaluation of outstanding loans denominated in foreign currencies.

The Group's net indebtedness as at 31 March 2014 was PLN 9,016 million, compared to PLN 4,621 million for the year ended 31 December 2013. The increase was primarily as a result of the net proceeds of loans and borrowing, a decrease in the amount of cash and cash equivalents and a negative impact from the revaluation of outstanding loans denominated in foreign currencies. The increase in indebtedness was further influenced by the repurchase of a fourth tranche of mandatory reserves, and the purchase of operating inventories from Shell in relation to the acquisition of shares in Ceska Rafinerska a.s.

The following table shows a breakdown of the types of financial liabilities of the Group, as well as their respective maturity profiles for the periods indicated:

As at 31 December 2013

from 1 to 3 from 3 to 5 above 5 Carrying up to 1 year years years years Total amount

(PLN millions) Debt securities ...... 74 145 807 1,022 2,048 1,718 floating-rate bonds - undiscounted value ...... 74 145 807 1,022 2,048 1,718 Loans - undiscounted value ...... 978 4,978 1 - 5,957 5,795 Borrowings - undiscounted value ...... - 1 - - 1 1 Finance lease ...... 30 33 13 27 103 30 Trade liabilities ...... 9,798 - - - 9,798 9,798 Investment liabilities ...... 877 1 - - 878 877 Hedging instruments - undiscounted value ...... 106 (15) (37) (26) 28 140 gross settled amounts ...... (4) (17) (36) (24) (81) 29 currency interest rate swaps ...... (4) (17) (36) (24) (81) 29 net settled amounts ...... 110 2 (1) (2) 109 111 interest rate swaps ...... 6 2 (1) (2) 5 7 currency forwards ...... 60 60 60 commodity swaps ...... 44 44 44 Other ...... 202 - - - 202 202

12,065 5,143 784 1,023 19,015 18,561

As at 31 December 2012

from 1 to 3 from 3 to 5 Carrying up to 1 year years years above 5 years Total amount

(PLN millions) Debt securities ...... 432 134 135 1,101 1,802 1,378 floating-rate bonds - undiscounted value ...... 77 134 135 1,101 1,447 1,023 fixed rate bonds - undiscounted value ...... 355 - - - 355 355 Loans - undiscounted value ...... 1,069 1,224 5,739 10 8,042 7,594 Borrowings - undiscounted value ...... - 1 - - 1 1 Finance lease ...... 27 42 12 21 102 102 Trade liabilities ...... 8,815 - - - 8,815 8,815 Investment liabilities ...... 643 - - - 643 643 Embedded derivatives and hedging instruments- undiscounted value ...... 156 (16) (27) (48) 65 195 gross settled amounts ...... (22) (22) (27) (48) (119) 18 currency interest rate swaps ...... (22) (22) (27) (48) (119) 18 net settled amounts ...... 178 6 - - 184 177 interest rate swaps ...... 61 6 - - 67 61 currency forwards ...... 17 17 17 commodity swaps ...... 100 - - - 100 99 Other ...... 201 18 - - 219 219

11,343 1,403 5,859 1,084 19,689 18,947

The majority of the Group’s financing is obtained in the form of syndicated loans (representing the core funding source) and bilateral loans (comprising overdrafts, multi-purpose credit lines, and investment loans), in each case with a diverse maturity structure. The maximum possible indebtedness available to the Group through loans as at 31 December 2013 amounted to PLN 18,237 million (of which PLN 11,315 million remained unused) and as at 31 December 2012 amounted to PLN 18,573 million (of which PLN 10,805 million remained unused).

In addition, the Group launched a domestic bond programme in 2013 aimed at retail investors. Furthermore, the Group operates three domestic cash pool facility systems (in PLN) which as at 31 December 2013 comprised 33 entities of the Group. In addition, a multi-currency/cross border cash pool facility denominated in EUR, USD and PLN is operated between PKN ORLEN and the foreign subsidiaries of the Group.

REFINING

The Group's refining segment includes six operational refineries: Płock, Trzebinia and Jedlicze in Poland; Litvinov and Kralupy in the Czech Republic; and Mažeikiai in Lithuania.

In the majority of the Group's operational refineries, production consists mainly of refining REBCO, which accounted for approximately 92 per cent. of the total processed crude oil volume in 2013. The price of REBCO is lower than the price of Brent oil, making it possible for refineries capable of processing REBCO, such as PKN ORLEN, ORLEN Lietuva and Ceska Rafinerska (Litvinov), to benefit from the price difference between the two crude oil types. Other types of crude oil processed in the Group's refineries in smaller amounts include Ekofisk, Sahara, Brent, Forties, Oseberg and Statfjord.

Service or maintenance work is provided to manufacturing units on average once every two years, however, the manufacturing and refining complex in Płock has never been shut down completely for maintenance. This is due to a multipath device system in place, which allows the plant to shut down individual devices for maintenance with little or no impact on the refinery's overall production volume.

Utilisation Ratios

The table below shows the utilisation ratios of the operational refineries for the periods indicated:

For the three months ended 31 For the year ended March 31 December 2014 2013 2012 (per cent.)

PKN ORLEN, Poland (Płock) ...... 86 93 93 Unipetrol, Czech Republic (Litvinov, Kralupy) ...... 83 80 82 Orlen Leituva, Lithuania (Mažeikiai) ...... 58 88 84

The first three months of 2014 saw a reduction in utilisation ratio at the Polish refineries due to shutdowns of the FCC (Fluid Catalytic Cracker) and H-oil (Heavy Heating Oil) production facilities at Płock for maintenance. The refineries in the Czech Republic saw a relatively stable utilisation ratio. There is a limited ability to export fuels produced in Lithuania by sea and, as a result, the unfavourable developments in the macro environment in the first three months of 2014 led to the refinery in Lithuania decreasing production in response to reduced domestic demand.

Poland

The refinery operations in Poland are run by PKN ORLEN S.A. The largest integrated refinery and petrochemical complex in the Group is located in Płock. The Płock plant manufactures a wide range of petroleum products, including petrol, diesel, heating oil, aviation fuel and petrochemical products. The joint production capacity of the remaining two Polish refineries of the Group (Trzebinia and Jedlicze) is marginal and amounts to approximately 1.5 per cent. of the oil processing capacity for the Group as a whole.

Czech Republic

The refinery operations in the Czech Republic are run by Unipetrol. In 2013, they processed a total of approximately 3.6 million tonnes of crude oil. The Czech market is supplied mainly by domestic producers and the market is supplied with imported products in respect of aviation fuel only.

Production ceased at Pardubice in the Czech Republic in July 2012 and it is not expected to be resumed in the forseeable future. The decision to stop production at Pardubice was based on its low refining margins compared to the period before the financial crisis in 2008; weak customer demand for diesel; refining overcapacity in Europe; and inefficient technology at the refinery.

Lithuania

The refinery in Mažeikiai, which belongs to ORLEN Lietuva, is the only refining plant in the Baltic states. The current production capacity of the Mažeikiai refinery considerably exceeds the demand of the local market, which means that more than 50 per cent. of the production is exported outside of Lithuania.

The refinery at Mažeikiai is under review due to its performance, and in particular its logistical and operational costs. Subject to the outcome of such review, the Group is assessing the possibility of down-sizing, temporarily or permanently shutting down, or divesting the refinery.

Fuel production and sales

In 2013, the Group's refineries processed over 28 million tonnes of crude oil, with assets operating at approximately 93 per cent. capacity during the year. All fuels produced in the Group's refineries meet current EU quality standards. For details of the key sales contracts, see (– "Key Agreements – A Summary of Key Agreements relating to the Operations of the Group – Petroleum products sale agreements entered into by the Group"). In 2013, lower GDP in the Group's markets led to lower consumption of fuels in these countries. Additionally, diesel oil consumption was affected by illegal fuel importation (the "grey market"), primarily in Poland and in the Czech Republic.

Crude oil supplies

PKN ORLEN centrally coordinates the supply of crude oil for the four key refineries of the Group: Płock, Mažeikiai, Livtinov and Kralupy (for details of the key supply contracts of the Group see– "Key Agreements – A Summary of Key Agreements relating to the Operations of the Group - Crude oil supply agreements"). The first three refineries process mainly medium-sulphur crude, whereas Kralupy processes low-sulphur crudes. The Group's plants are able to process a wide range of crude oil types. However, due to logistical and economic conditions, the Płock and Litvinov refineries are mostly supplied with REBCO, using the central and southern sections (i.e. those sections that are still operational) of the Druzhba pipeline system. The Mažeikiai refinery is mainly supplied with Urals oil shipped from the Baltic Sea region. The Kralupy refinery is the only plant in the Group engaged exclusively in the conversion of low-sulphur crude delivered mainly from the Caspian region by sea to Trieste. Following discharge at the port, the oil is transported to the refinery in Kralupy by the TAL and IKL pipelines.

Apart from the traditional shipping routes, the Group's refineries may use alternative delivery routes. The plant in Płock can be supplied with sea cargoes delivered to Gdańsk and then transported by the Pomorski pipeline in reverse flow mode. Similarly, the Litvinov plant can be supplied with sea cargoes delivered to Trieste and then transported by the TAL and IKL pipelines. In addition, the plants in Mažeikiai, Kralupy, Trzebinia and Jedlicze can be supplied with crude oil delivered by rail.

Logistics

The Group uses a network of complementary infrastructure elements: fuel terminals; onshore and offshore handling facilities; a fuel pipeline network; and road and rail transport. In 2013, PKN ORLEN transported 55 per cent. of its refined fuel by pipeline, 23 per cent. by rail and 22 per cent. by road tanker. In the Unipetrol Group, 37 per cent. of the refined fuel was transported by pipeline, 26 per cent. by rail and 37 per cent. by road tanker. The Lithuanian statistics for the Group in 2013 show that 97 per cent. of the refined fuel was transported by rail and 3 per cent. was transported by road tanker. The most significant logistics companies of the Group are: ORLEN KolTrans and ORLEN Transport (in Poland); and Unipetrol Doprava and Petrotrans (in the Czech Republic).

Pipelines

In 2013, in Poland, the Czech Republic and Lithuania the Group used a network of owned or leased pipelines, with a total length of over 2,000 kilometres, to transport crude oil and refined products.

Polish network of pipelines used by the Group

In Poland, the Group used 379 kilometres of pipeline owned by the Group and 570 kilometres of pipeline of the state- owned operator PERN in 2013. As a result of the investment in the construction of a fuel pipeline section at Ostrów Wielkopolski-Wrocław (which has been in operation since the beginning of 2011) and in the expansion of storage capacity, along with the launch of a system for dispensing ethanol to petrol BB95 at the fuel terminal in Wroclaw in 2013, the terminal's distribution capacity has increased significantly.

The map below shows the main pipelines in Poland:

Czech network of pipelines used by the Group

In 2013, the Unipetrol Group distributed fuel in the Czech Republic using 1,100 kilometres of pipelines owned by the state-owned operator ČEPRO, which is the only provider of fuel pipeline transmission services in the Czech market.

The map below shows the main pipelines in the Czech Republic:

Lithuanian network of pipelines used by the Group

As a result of the suspension of operations of the northern section of the Druzhba Pipeline in 2006, the supply of crude oil to the ORLEN Lietuva refinery in Lithuania now involves sea transport using oil tankers, for which the plant has its own handling terminal in Butinge, and the remaining pipeline network. Storage capacity for the refinery was secured under a contract with AB Klaipėdos Nafta, which was signed in 2012. In addition, in 2013 a letter of intent regarding the proposed joint construction of a product pipeline in Lithuania was signed between PKN ORLEN and AB Klaipėdos Nafta.

The map below shows the main pipelines in Lithuania:

Land transport

The road transport services of the Group are provided by a wholly-owned group company, ORLEN Transport S.A. ORLEN Transport is the only provider of fuel transport services to PKN ORLEN's own petrol stations. It also provides transport services to third parties, amounting to 400,000 tonnes in 2013. ORLEN Transport's fleet includes 188 road tankers for the transport of liquid fuels and LPG.

Rail services are provided in part by the subsidiary ORLEN KolTrans Sp. z o.o. In 2013, PKN ORLEN employed ORLEN KolTrans and seven other railroad carriers to transport approximately 6.7 million tonnes of products by rail, including approximately 3.7 million tonnes of motor fuels. In 2013, ORLEN KolTrans used rolling stock including 39 locomotives. PKN ORLEN owns over 700 tank cars for petrochemical products and fuels.

In the Czech Republic, the Unipetrol Group receives transport services from Group subsidiaries: Petrotrans in respect of road transport; and Unipetrol Doprava in respect of rail transport.

Petrotrans has a fleet of 43 road tankers and transports fuels for: the Benzina chain; Unipetrol's clients; ORLEN Deutschland on a small scale (i.e. the transport of fuel to Germany); and other international fuel companies operating in the Czech market.

Unipetrol Doprava has rolling stock including 43 locomotives and nearly 1,000 tank cars. The primary services provided by Unipetrol Doprava are goods transport, freight forwarding, siding services, rolling stock repairs, tank car hire, and the cleaning of rail and road tankers.

ORLEN Lietuva purchases all transport services from third parties.

Sea transport

In 2013, PKN ORLEN used the Polish ports in Świnoujście, Gdańsk and Gdynia to handle over 1.5 million tonnes of refinery products, particularly heavy heating oil.

ORLEN Lietuva handled approximately 4.6 million tonnes of products in 2013, mainly using the terminal in Klaipeda port.

Storage Facilities

For operational purposes related to receiving, storing, releasing and handling fuels, the Group used 26 facilities in total in 2013, comprising 14 Group owned fuel terminals and 12 facilities leased from third parties in Poland. The total storage capacity for logistics purposes of PKN ORLEN, both of owned and leased infrastructure, amounted to approximately 6.7 million cubic metres ("m3") at the end of 2013, including storage capacity of 5.3 million m3 at IKS "Solino".

ORLEN Lietuva runs its logistics operations, stores mandatory national reserves and provides client services with the use of five terminals, including one designated for LPG products. To guarantee handling capability in the sea region, ORLEN Lietuva has signed a long-term contract with AB Klaipedos Nafta in 2012, which covers the Group's anticipated handling capability needs for Orlen Lietuva until 2024.

In 2013, the Unipetrol Group used 12 facilities from the storage and distribution network of the state-owned operator ČEPRO (which are connected directly to the ČEPRO pipeline), two facilities leased from third parties, as well as

making use of the terminal at Pardubice. In Slovakia, the subsidiary (Unipetrol Slovensko s.r.o.) used two terminals in Nove Zamky and Trebisov.

Mandatory Fuel Reserves

In accordance with EU law, EU member states are obliged to maintain reserves of crude oil and fuels in an amount sufficient to cover 90 days of domestic consumption. The storage method and number of entities obliged to maintain such reserves vary according to national implementation.

Mandatory Reserves Maintained in Poland

Polish regulations require manufacturers and traders of refinery products to keep mandatory reserves of crude oil and fuels corresponding to 76 out of the 90 days required. The reserves for the remaining 14 days are stored by the Polish Material Reserves Agency. 2013 saw continued work by the Ministry of Economy on a planned amendment to the law on domestic intervention with respect to maintenance of oil stocks. As in 2012, the Group's representatives took an active role in reviewing the draft legislation. In January 2014, a draft of the amendment was adopted by the Council of Ministers and passed to the Parliament. The draft assumes a gradual reduction of the obligation imposed on manufacturers and traders of refinery products to maintain stocks from 76 days down to 53 days by the end of 2017.

PKN ORLEN maintained 76 days worth of mandatory reserves throughout 2013. Of these reserves, a third of the mandatory reserves were maintained under a contract with a third party (the oil stocks were sold by PKN ORLEN to the third party who then maintained such stocks in return for a fee). This effectively removed such stocks from PKN ORLEN's balance sheet (see further - "Key Agreements - A Summary of Key Agreements relating to the Operations of the Group – Crude oil storage agreement"). In 2013, PKN ORLEN stored the mandatory domestic reserves of crude oil and fuels at the manufacturing plant in Płock and in the underground tanks of IKS "Solino".

Mandatory Reserves Maintained in the Czech Republic

In accordance with Czech law, mandatory reserves of crude oil and fuels are maintained in their entirety by a special state-owned agency, the Strategic Reserves Administration (Správy Státních Hmotných Rezerv), therefore Unipetrol has no obligation to employ its capital in financing the strategic mandatory reserves of the Czech Republic.

Mandatory Reserves Maintained in Lithuania

At the end of 2013, the mandatory reserves of crude oil and fuels in Lithuania covered 90 days of domestic consumption, with ORLEN Lietuva providing for 60 days and the relevant Lithuanian national agency, the Lithuanian Oil Products Agency (Valstybine Imone Lietuvos Naftos Produktu Agentura) providing for the remaining 30 days. In Lithuania, the mandatory reserves of crude oil required to be maintained by ORLEN Lietuva were stored at the Mažeikiai refinery and at the handling terminal in Butinge.

Requirements for Bio-Component Concentration in Fuels Introduced into the Market

Pursuant to the Act on Bio-components and Bio-fuels, since 2008 PKN ORLEN has been obliged to ensure a minimum concentration of bio-components in liquid fuels and bio-fuels introduced into the market. The proportion for a given calendar year is defined by the NIT regulation. PKN ORLEN complies with the NIT regulation by using bioethanol in petrol (added directly or as Ethyl Tertiary Butyl Ether ("ETBE")), esters in diesel, and, additionally, by selling esters alone as a standalone fuel (BIO100), in each case through its wholesale and retail networks. The proportion of fuel to include bio-fuel components, based on energy content, is set at 7.1 per cent. for the 2013-2016 period, 7.8 per cent. for 2017 and 8.5 per cent. for 2018.

From 1 January 2012, PKN ORLEN has had the option to reduce the bio-component proportion by a factor of 0.85 through compliance with specific provisions of the Act on Bio-components and Bio-fuels, such as ensuring that at least 70 per cent. of bio-components used are sourced from manufacturers registered in the Agricultural Market Agency in fuel production. PKN ORLEN has sought to make use of this option since 2012 in order to reduce the cost of achieving the NIT.

As a result of the reduced NIT requirement, a bio-component proportion of 5.6525 per cent. (compared to a full NIT bio-component proportion of 6.65 per cent.) was required in 2012, and 6.035 per cent. (compared to a full NIT bio- component proportion of 7.1 per cent.) in 2013. PKN ORLEN achieved a bio-component proportion of 5.69 per cent. in 2012, and 6.05 per cent. in 2013.

Wholesale Activities in the Refining Segment

The Group is engaged in the wholesale trade of refined products in Poland, the Czech Republic, Germany, Slovakia, Hungary, Lithuania, Latvia, Estonia, Finland and Ukraine, and, by sea, to the loading terminals in Western Europe, Africa, America and the Far East. The wholesale products of the Group represent a wide range of goods, including various fuels, liquid gases and non-fuel products. Part of the Group's wholesale fuel is sold through its retail network.

In Poland, the wholesale trade of the Group's products is carried out by: PKN ORLEN; the ORLEN Asfalt Group; the Rafineria Nafty Jedlicze Group; the Rafineria Trzebinia Group; the ORLEN Oil Group; IKS SOLINO S.A.; ORLEN Paliwa sp. z o.o.; ORLEN PetroTank Sp. z o.o.; Petrolot Sp. z o.o.; ORLEN Gaz Sp. z o.o.; and SHIP-SERVICE S.A. On the international markets, wholesale operations are carried out by: Unipetrol Slovensko s.r.o., Unipetrol Rafinerie s.r.o., Mogul Slovakia s.r.o., Paramo Oil s.r.o., and Paramo a.s. in the Czech Republic; AB ORLEN Lietuva and UAB Mazeikiu naftos prekybos namai in Lithuania; SIA ORLEN Latvija in Latvia; and OU ORLEN Eesti in Estonia.

Product structure of the Group's sales volumes from Lithuania, Poland and the Czech Republic in 2012 and 2013

The following table shows the sales of the Group in the refining segment in 2012 and 2013: Sales 2013 2012 Change

Value Volume Value Volume Value Volume (PLN (thousand (PLN (thousand millions) tonnes) millions) tonnes) (per cent.) Refining Segment Light distillates1 ...... 16, 236 5,230 17,239 5,124 (5.8) 2.1 Medium distillates2 ...... 32, 270 10,240 33,781 9,957 (4.5) 2.8 Heavy fractions3 ...... 9, 130 4,813 9,602 4,555 (4.9) 5.7 Other4 ...... 3,830...... 2,915 ...... 5,253 2,947 (27.1) (1.1) Total ...... 61,466...... 23,198 ...... 65,875 22,583 (6.7) 2.7 ______1 Gasolines, LPG. 2 Diesel oil, light heating oil, Jet A-1. 3 Heavy heating oil, asphalt, oils. 4 Other value includes sales of other products, merchandise and materials of the segment. It also includes revenues from sales of mandatory reserves in a total amount of PLN 1,045 million in 2013 and PLN 2,434 million in 2012 and revenues from sales of services of the segment. Other volume principally comprises brine, industrial salt and vacuum distillates

The following table shows the proportion of Group sales volume per product from Lithuania, Poland and the Czech Republic for the years 2012 and 2013:

2013 2012 (per cent.) Light distillates ...... 22.5 22.7 Medium distillates ...... 44.1 44.1 Heavy fractions ...... 20.8 20.2 Other ...... 12.6 13.0

Volume Sales Structure in the Markets Covered by the Group

The following table shows the sales volume of the Group in the refining segment in Poland, Lithuania and the Czech Republic (in each case according to the country of sale) in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Markets Poland ...... 11,861 11,479 3.3 Lithuania ...... 8,862 8,402 5.5 Czech Republic ...... 2,475 2,702 (8.4) Total ...... 23,198 22,583 2.7

The following table shows the proportion of Group sales made from Poland, Lithuania and the Czech Republic for the years 2012 and 2013:

2013 2012 (per cent.) Poland ...... 51.1 50.8 Lithuania ...... 38.2 37.2 Czech Republic ...... 10.7 12.0

In 2013, the refining segment's wholesale sales increased by 2.7 per cent. year on year, to 23.2 million tonnes, or 65 per cent. of the Group's total sales volume. Fuels classified as Light Distillates and Medium Distillates accounted for 66.8 per cent. of the Group's sales in the segment in 2012 and 66.6 per cent. in 2013. In 2013, sales of Light and Medium Distillates increased in Poland, Lithuania, Latvia and Estonia, but declined in the Czech Republic. In Light Distillates there was a considerable increase in LPG sales in 2013 resulting from an increase in demand in the LPG market. The sales of Heavy Fractions increased in terms of volume due to higher sales of oils and heavy heating oil.

Trends in the Wholesale Market in Poland

In 2012, Poland suffered a deterioration of most macroeconomic indicators. GDP was lower than expected and petrol consumption (according to the Energy Market Agency) decreased by 5.2 per cent. compared to 2011. This was accompanied by a reversal of the long-standing trend of growing diesel consumption and a decrease in its sales in the Polish market by 8.8 per cent. per annum. The fall in consumption figures resulted from a construction and transport downturn and the loss of part of the volumes to companies operating in the grey market. Fuel imports via traditional, official distribution channels also decreased significantly. These factors contributed to a decrease in the sale of Medium Distillates by 9.5 per cent. compared to 2011, namely relating to diesel and light heating oil. However, 2012 was another period of growth for the sale of the aviation fuel Jet A-1. A considerable increase in LPG sales, partly offset by lower sales of petrol caused by a general fall in consumption, contributed to the improvement of the sales of Light Distillates in Poland by 2.7 per cent. per annum in 2012. The good condition of the LPG market resulted from consumers searching for cheaper fuel substitutes in response to the growing retail prices of liquid fuels. An increase in heavy fraction sales was caused primarily by: ORLEN Oil's active trading policy, which influenced sales of base oils and lubricants; the sale of vacuum residues to ORLEN Asfalt Sp. z o.o., which generated record asphalt sales in the Group; and higher sales of heavy heating oil in the domestic and bunker markets.

In 2013, despite a challenging macroeconomic environment, the volume of refining products sold on the Polish domestic wholesale market increased by 3.3 per cent. Sales volumes of Light Distillates increased by 9.4 per cent. as a result of stronger sales of gasoline on the back of new contracts signed by PKN ORLEN with the operators of large service station networks in Poland. Sales volumes of Medium Distillates in Poland increased by 3.6 per cent. in 2013, primarily as a result of higher sales of diesel oil, which was accompanied by lower sales of light fuel oil and Jet A-1 aviation fuel. Increased sales of diesel oil despite lower consumption and the impact of the grey market were achieved through a policy of flexible pricing, which resulted in a 2.9 per cent. increase in sales volume driven by increased sales of heavy fuel oil in Africa, America and the Far East.

Sales Structure in the Polish Market

The following table shows the sales volume of the Group in the refining segment in Poland in 2012 and 2013:

Sales 2013 2012 Change

(thousand tonnes) (per cent.) Polish market Light distillates ...... 1,878 1,717 9.4 Medium distillates ...... 4,636 4,474 3.6 Heavy fractions ...... 2,592 2,520 2.9 Other ...... 2,755 2,768 (0.5)

Total ...... 11,861 11,479 3.3

The following table shows the proportion of Group sales per product in Poland for the years 2012 and 2013:

2013 2012 (per cent.) Light distillates ...... 15.8 15.0 Medium distillates ...... 39.1 39.0 Heavy fractions ...... 21.9 22.0 Other ...... 23.2 24.0

Trends in the Wholesale Market in the Czech Republic

The Czech fuel market in 2012 was negatively impacted by an adverse macroeconomic environment. Competition increased due to illegal fuel importation from Germany, Slovenia and Austria. The share of the grey market was estimated by the Group at between 20 to 25 per cent. of the total fuel consumption volume in the Czech Republic. This adverse market situation was additionally worsened by price competition in the retail segment which contributed to a significant drop in sales margins and revenues. These factors deepened the downward trend in petrol consumption that had been observed in the preceeding years and decreased petrol consumption by 5.8 per cent. per annum in 2012. Diesel consumption showed a slight growth of around 0.3 per cent. in comparison with 2011. Despite the difficult market environment, volume sales of Light Distillates and Medium Distillates were close to the level of 2011. A small fall in the sales of Medium Distillates, apart from the impact of market factors, was also a consequence of the shutdown of production at the Paramo refinery in the second half of 2012, following which the Pardubice infrastructure has been used solely as a storage terminal. 2012 also marked the beginning of closer collaboration with key fuel companies, independent wholesalers and retail chains. Unipetrol concluded contracts for exclusive fuel supply with all hypermarket chains operating in the Czech market. It also focused on development of exports to the markets of neighbouring countries, especially Slovakia. In the fourth quarter of 2012, the Litvinov refinery started to deliver fuels to the Group's petrol station chain in Germany. The available storage and distribution system, comprising the terminals at the refineries and CEPRO network, was also expanded by adding storage facilities in Domazlice, Horovice and Pardubice as well as the terminal in Nove Zamky in Slovakia.

In 2013, as a result of a challenging market environment, floods and a maintenance shutdown at the Kralupy refinery (which is scheduled to be carried out every four years), sales of Light and Medium Distillates decreased by 11.1 per cent. The sales volume of Heavy Fractions increased by 15.3 per cent. due to increased production of bitumens and heavy fuel oil as a result of the scheduled maintenance shutdown at the Kralupy refinery, which meant that the refinery focussed its production efforts on these products. The Unipetrol Group continued its cooperation with large fuel companies and hypermarket chains. In 2013, fuels were sold to Slovakia and Germany, including to the service stations owned by ORLEN Deutschland GmbH, and additionally exports to Hungary were launched.

Sales Structure in the Czech Market

The following table shows the sales volume of the Group in the refining segment in the Czech Republic in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Czech market Light distillates ...... 618 738 (16.3) Medium distillates ...... 1,454 1,592 (8.7) Heavy fractions ...... 355 308 15.3 Other ...... 48 64 (25.0) Total ...... 2,475 2,702 (8.4)

The following table shows the proportion of Group sales per product in the Czech Republic for the years 2012 and 2013:

2013 2012 (per cent.) Light distillates ...... 25.0 27.3 Medium distillates ...... 58.8 58.9 Heavy fractions ...... 14.3 11.4 Other ...... 1.9 2.4

Trends in the Markets Covered by ORLEN Lietuva

ORLEN Lietuva sells approximately 49.5 per cent. of its products in Lithuania, Latvia, Estonia and Ukraine (the "inland markets") and exports approximately 50.5 per cent. of its production by sea to Africa, America and the Far East (the "sea-borne markets").

In the inland markets, 2012 was another difficult year for petrol sale. For example, petrol consumption fell by 9.8 per cent. in Orlen Lietuva's Lithuanian market compared to 2011. Positive trends were observed in diesel oil consumption which increased by 6.6 per cent. per annum. Despite the negative impact of the recurring maintenance downtime, which takes approximately one month, ORLEN Lietuva achieved a similar level of volume fuel product sales in 2012 compared to 2011. An increase in the share of Medium Distillates in the sales structure of the segment by 2 percentage points in relation to 2011 along with the decreasing share of Light Distillates was mainly caused by the market trends in fuel consumption. In 2012, ORLEN Lietuva focussed its activities on the sale of petrol, diesel and Jet A-1 fuel in the Baltic states and exports to the sea-borne markets. As in previous years, products sold to the seaborne markets included US 92 petrol, diesel and heavy heating oil intended for the American, Far East and African markets as well as for handling facilities in Western Europe.

Despite a difficult market environment and strong competition, in 2013 sales volumes by ORLEN Lietuva grew by 5.5 per cent., compared to 2012. The growth was at least partly attributable to the fact that the refinery's production capacity had been limited by a periodic maintenance shutdown in 2012. In 2013, ORLEN Lietuva's share of inland sales in total sales grew 3.4 percentage points to 49.5 per cent., representing their highest-ever share.

Sales Structure in the Lithuanian Market

The following table shows the sales volume of the Group in the refining segment in Lithuania in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) ORLEN Lietuva market Light distillates ...... 2,734 2,669 2.4 Medium distillates ...... 4,150 3,891 6.7 Heavy fractions ...... 1,866 1,727 8.0 Other ...... 112 115 (2.6) Total ...... 8,862 8,402 5.5

The following table shows the proportion of Group sales per product in the markets covered by the ORLEN Lietuva Group for the years 2012 and 2013:

2013 2012 (per cent.) Light distillates ...... 30.8 31.8 Medium distillates ...... 46.8 46.3 Heavy fractions ...... 21.1 20.6 Other ...... 1.3 1.3

Refinery Competition

The biggest competitors of the Group in the European market are the following refineries:

(a) the Lotos-owned plant located on the coast of the Baltic Sea in Gdańsk, the second largest refinery in Poland. The processing capacity of this refinery amounts to 10.5 million tonnes of crude oil a year;

(b) Total Group's Mitteldeutschland in Leuna/Spergau, located in the South East of Germany, approximately 150 kilometres from the Polish-German border. The processing capacity of this refinery amounts to 12 million tonnes of crude oil a year;

(c) PCK in Schwedt, located to the south east of Berlin, approximately 20 kilometres from the Polish-German border. PCK is owned by international oil companies (Shell, BP, Eni, Total and Rosneft). The processing capacity of this refinery amounts to 12 million tonnes of crude oil a year;

(d) Slovnaft (a refinery, distribution and petrochemical group with a dominant position in Slovakia), located near Bratislava, approximately 350 kilometres to the south of the border with Poland. The crude oil processing capacity of this refinery amounts to around 6 million tonnes a year; and

(e) Mazyr - the largest refinery in Belarus with crude oil processing capacity estimated by the Group to be 12 million tonnes a year.

Initiatives to Improve the Wholesale Sales Activities of the Group

The sales processes and wholesale customer service functions of the Group have been centralised within ORLEN Paliwa Sp. z o.o. The objective behind the process was to enhance the efficiency of the wholesale activities, to streamline and strengthen individual sales channels, and to further improve the quality of customer service.

Starting in 2014, sales of aviation fuel were moved from Petrolot Sp. z o.o. to PKN ORLEN, in order to strengthen PKN ORLEN's position on the domestic aviation fuel market and facilitate expansion of its sales offering to foreign markets. Petrolot Sp. z o.o. will now focus on the storage of aviation fuels and provision of aircraft refuelling services for fuel suppliers.

In 2013, PKN ORLEN launched regular marine sales of heavy fuel oil using its own means of transport. The development of a specialised marine trade unit is aimed at expanding the Group's competence in this area, improving sales performance, and increasing PKN ORLEN's position as a trading entity on the European market.

RETAIL

Market Trends, the Group's Position and Market Environment

The Group's petrol stations in Poland operate under the name of ORLEN in the premium segment and the name of BLISKA in the economy segment. The names used in the Czech Republic are Benzina Plus and Benzina, and the names used in Lithuania are ORLEN Lietuva and Ventus, respectively. The petrol stations in the German market operate in the economy segment under the name of STAR.

For details on the key non-fuel supply agreements, see ("Key Agreements – A Summary of Key Agreements relating to the Operations of the Group - Supply of goods and sevices agreement").

The majority of fuel sold on the Polish, Czech and Lithuanian markets comes from production within the refinery segment of the Group. Fuels sold by ORLEN Deutschland GmbH are purchased from the leading wholesale sellers operating on the German market, such as BP Europa SE, Holborn European Marketing Company Limited, Shell Deutschland Oil GmbH, Total Deutschland GmbH and Unipetrol Group.

Number of Petrol Stations in the Markets Covered by the Group's Retail Network

The chain of petrol stations managed by the Group in the Polish market consisted of 1,778 facilities at the end of 2013. According to figures published by the Energy Market Agency (Agencja Rynku Energii), the Group's share in the Polish fuel retail market increased by 0.7 percentage points in 2013, up to approximately 35.4 per cent. Other important competitors in the market are international companies such as BP, Shell, Lukoil and Statoil, as well as the domestic Lotos Group.

The main competitors of ORLEN Deutschland, which manages a chain of 555 petrol stations in the German market, are international chains such as Aral, Shell, Esso, Total and JET. According to figures published by the Association of the German Petrol Industry (Mineralolwirtschaftsverband), the share of the Group in the whole German retail market in 2012 increased by approximately 1 percentage point, up to nearly 6 per cent. In 2013, the Group maintained this position.

According to figures publsihed by the Czech Statistical Office (Cesky Statisticky Urad), as at 31 December 2013, the Group had 338 petrol stations in the Czech retail market and a market share of approximately 14.7 per cent., up from 13.6 per cent. in 2012. Its main competitors are OMV, Shell, Euro Oil and Lukoil, as well as stations located at the hypermarkets. The Benzina chain in 2012 and 2013 continued the development of self-service stations (Expres 24) and promotion of the brands Stop Cafe and Stop Cafe Bistro.

According to figures published by Statistics Lithuania, as at 31 December 2013, the Group owned 35 stations in Lithuania and had approximately a 3.4 per cent. share of the retail market in terms of volumes of sales, a decrease from 4 per cent. as at the end of 2012. The Group's main competitors in the Lithuanian retail market are Lukoil, Statoil and Neste.

Primary Products, Goods and Services

The main products and services of the Group sold in the retail segment may be broken down into three broad categories of light distillates (namely products such as gasoline and LPG), medium distillates (namely products such as diesel oil and light heating oil), and 'other' (which includes all sales revenues from non-fuel merchandise and services of the Group).

The following table shows the sales of the Group in the retail segment in 2012 and 2013:

Sales 2013 2012 Change Value Volume Value Volume Value Volume (PLN (thousand (PLN (thousand (per cent.) millions) tonnes) millions) tonnes) Retail Segment Light distillates1) ...... 14,229 2,832 15,289 2,881 (6.9) (1.7) Medium distillates2) ...... 19,079 4,684 19,688 4,586 (3.1) 2.1 Other3) ...... 3,154 ...... - 3,165 - (0.3) - Total ...... 36,462 ...... 7,516 38,142 7,467 (4.4) 0.7 ______1) Gasoline, LPG 2) Diesel Oil, Light heating oil sold by ORLEN Deutschland 3) Other – includes sales revenues from non-fuel merchandises and services. 72

The following table shows the sales volume of the Group in the retail segment on domestic markets in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Markets Poland ...... 4,487 4,501 (0.3) Germany ...... 2,524 2,484 1.6 Czech Republic ...... 454 432 5.1 Lithuania ...... 51 50 2.0 Total ...... 7,516 7,467 0.7

In 2013, the volume of sales of the Group in the retail segment increased by 0.7 per cent., amounting to 7.52 million tonnes in total. The most significant growth was in the Medium Distillate category (including diesel oil and light heating oil sold by Orlen Deutschland) and amounted to 2.1 per cent. per annum, mainly as a result of increased sales in the German and Czech market.

PKN ORLEN's Position in the Polish Retail Market

The following table shows the sales volume of the Group in the retail segment in Poland in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Polish market Light distillates ...... 1,562 1,591 (1.8) Medium distillates ...... 2,925 2,910 0.5 Total ...... 4,487 4,501 (0.3)

At the end of 2013, the Group's retail network in Poland comprised a total of 1,778 petrol stations (including both owned and franchised), an increase of 11 facilities compared to 2012. Franchise stations represent approximately 25 per cent. of the Group's network in Poland.

The majority of the Group's petrol stations (1,263) are premium stations operating under the name of ORLEN. Another 358 facilities are economy stations operating under the name of BLISKA. The remaining 157 stations operate in a simplified format, where they operate unbranded, with a limited non-fuel sales product range and a focus on fuel sales (the "Simplified Format"). The Group expects to either rebrand its Simplified Format outlets as ORLEN or BLISKA or to dispose of them in due course.

Despite intense competition and decreasing fuel consumption, the Group's fuel sale volumes in 2012 were similar to the level of the previous year and amounted to 4.5 million tonnes. An increased station efficiency was also noticeable with average sales at the Group-owned stations exceeding 3.7 million litres, approximately 2 per cent. higher than in 2011. In 2013, despite adverse market trends, sales were only slightly lower by volume than in 2012 and amounted to 4.5 million tonnes. Increased efficiency was reported, with average annual sales, reaching 3.5 million litres per station, an increase of 1 per cent. compared to 2012 in respect of both the Group's owned and franchised petrol stations combined, or 3.8 million litres per station at Group-owned stations alone, representing growth of 0.1 million litres compared to 2012.

Revenues from the sale of non-fuel goods and services remained at a similar level to 2012. The average non-fuel sale per PKN ORLEN-owned station increased by approximately 4 per cent. per annum in 2012. Revenue from the sale of non-fuel products and services did not change significantly in 2013, although the average non-fuel sale per PKN ORLEN-owned station increased by over 3 per cent.

2013 witnessed the further development of catering services in the PKN ORLEN chain, which also started to appear at franchise stations. The number of Stop Cafe and Stop Cafe Bistro outlets at the end of 2012 amounted to 546 and 267, respectively, having increased by 115 and 45 locations per annum respectively. A basic catering offer was also introduced at around 150 BLISKA stations. In 2013, the revenue from catering services increased by over 5 per cent. The number of Stop Cafe and Stop Cafe Bistro outlets increased by 234 in 2013, amounting to 1,047 at the end of the year.

Retail Market in Germany

The following table shows the sales volume of the Group in the retail segment in Germany in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) German market Light distillates ...... 1,097 1,121 (2.1) Medium distillates ...... 1,427 1,363 4.7 Total ...... 2,524 2,484 1.6

As at 31 December 2012, ORLEN Deutschland managed a network of 559 stations: 538 under the name of STAR in the economy segment; 20 under the names CITTI and Familia, located near hypermarkets; and one ORLEN brand station in Hamburg. As at 31 December 2013, ORLEN Deutschland operated 555 petrol stations (535 under the STAR brand, 19 under the names CITTI and Familia, located near hypermarkets and one ORLEN brand station in Hamburg).

In 2012, notwithstanding a downward trend of consumption in the German market, ORLEN Deutschland GmbH recorded an increase in fuel sales by 6.5 per cent. compared to 2011, to 2.48 million tonnes in total. This was caused mostly by an increase in the sales of Medium Distillates by 10.9 per cent. in relation to 2011. The results of the chain were additionally favourably influenced by the positive results of stations acquired in 2010 from OMV that were integrated into the chain in 2011.

In 2013, ORLEN Deutschland's sales increased by 1.6 per cent. to 2.5 million tonnes in total. This was again primarily as a result of higher sales of Medium Distillates. Non-fuel revenue increased by 13 per cent., as a result of the launch of the company's own beverage brands and the launch of the STAR Visa payment card.

Retail Market in the Czech Republic

The following table shows the sales volume of the Group in the retail segment on the Czech Republic in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Czech market Light distillates ...... 153 148 3.4 Medium distillates ...... 301 284 6.0 Total ...... 454 432 5.1

As at 31 December 2012, Benzina s.r.o. (which is a member of the Group) managed a network of 338 facilities located in the Czech Republic and operating under two main brands: Benzina Plus in the premium segment and Benzina in the economy segment. The network was complemented by two self-service stations (Expres 24) and plans for new stations in this format are being developed in 2014. As at 31 December 2013, Benzina s.r.o. still managed a network of 338 service stations, with 203 operating under the Benzina brand, 116 operating under the Benzina Plus brand, 16 operating under the Simplified Format and three Expres 24 self-service stations operating under the Expres 24 brand.

2012 saw a fall in fuel consumption in the Czech market generally, caused mainly by an economic slowdown, as well as high fuel prices and decreasing earnings in the public sector. This led to a contraction in Group sales, which was further exacerbated by a significant and rapid increase in fuel sales in the 'grey zone'. As a result, Group retail sales volumes in the Czech Republic fell by 4.6 per cent. in 2012 in comparison with the previous year, and amounted to 0.43 million tonnes in total. In 2013, fuel consumption further decreased, however, despite the adverse market trends, the Group's retail sales grew in the Czech Republic by 5.1 per cent. in comparison with the previous year to 0.45 million tonnes in total.

In 2012, Benzina s.r.o. focused on the development of catering services. The brands Stop Cafe and Stop Cafe Bistro were successfully introduced into the Czech market, and 92 petrol stations offered such brands at the end of 2012. This contributed to a growth in revenues from catering by nearly 11 per cent. compared to 2011. In 2013, non-fuel sales revenue grew by 5 per cent. No new Stop Cafes and Stop Cafe Bistros were introduced in 2013.

Retail Market in Lithuania

The following table shows the sales volume of the in the retail segment in Lithuania in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Lithuanian market Light distillates ...... 20 21 (4.8) Medium distillates ...... 31 29 6.9 Total ...... 51 50 2.0

The retail network in Lithuania as at 31 December 2012 comprised 35 stations, including 26 Group-owned stations and nine franchised stations. In Lithuania, stations operate under the name of Orlen Lietuva in the premium segment and Ventus in the economy segment. In 2013, the retail network still comprised 35 stations, however now 23 operated under the Orlen Lietuva brand in the premium segment and 12 under the Ventus brand in the economy segment.

AB Ventus Nafta from the ORLEN Lietuva Group recorded sales volumes of 50,000 tonnes in 2012, which was similar to the level of the previous year. Sales of VERVA diesel became more popular among customers - its sales in 2012 grew by 15 per cent. in comparison with 2011. In 2013, sales volumes grew by 2 per cent. to almost 51,000 tonnes, and sales of VERVA diesel oil increased by almost 7 per cent.

In 2012 a focus on the stations' non-fuel sales led to an increase in shop turnover by 3 per cent. compared with 2011. In 2013, non-fuel sales revenue increased by over 12 per cent. as a result of the development of catering services and effective management of the non-fuel product portfolio.

Card Schemes

PKN ORLEN operates a "Flota" scheme for corporate clients who expect a simple, user friendly scheme of fuel purchase and vehicle service. Flota cards allow the user to make non-cash purchases at PKN ORLEN petrol stations in Poland. Expanding the possibility of using cards to pay for toll road charges and developing the Flota website increased the customer base. Fuel card schemes have also been implemented by retail units of the Group in Germany, the Czech Republic and Lithuania.

Another scheme operated by PKN ORLEN is called "Open Drive". The service allows users to make non-cash fuel purchases outside their home nation at petrol stations across Poland (ORLEN, BLISKA), Germany (STAR), the Czech Republic (Benzina, Benzina Plus) and Lithuania (ORLEN).

VITAY is a loyalty scheme for individual customers buying fuel in Poland. Participants collect points which may be exchanged for gifts or fuel. Each litre of fuel or selected special offer product or service purchased is rewarded with points. In 2012, there were over 2.5 million active user VITAY cards in the Polish market. This level of active users was maintained in 2013.

PETROCHEMICALS

The Petrochemical segment of the Group comprises selected production plants of PKN ORLEN and the Unipetrol Group, as well as BOP and the Anwil Group. The Group's products are split into seven categories:

Monomers (ethylene and propylene); Polymers (polyethylene and polypropylene); Aromatics (benzene, toluene, paraxylene and ortocylene); Fertilisers (canwil, ommonium sulphate, ammonium nitrate and other fertilisers); Plastics (PVC and PVC granulate); PTA; and Other (mainly acetone, ammonia, butadiene, phenol, technical gases, glycols, caprolactam, soda lye and sulphur).

The full integration of refinery and petrochemical plants at PKN ORLEN and the pipeline infrastructure connecting PKN ORLEN to the Anwil Group and BOP are important elements of the Group's competitive edge in this segment.

PKN ORLEN

PKN ORLEN's main plant in the petrochemical segment is the Olefin plant with a maximum annual capacity of 700,000 tonnes of ethylene and 475,000 tonnes of propylene per annum. PKN ORLEN produces the monomers ethylene and propylene that are used as a feedstock for the polymer polyethylene and polyproplylene units at Basell Orlen Polyolefins ("BOP") and the PVC unit of the Anwil Group. Other petrochemical products are sold to customers in the domestic market and abroad. Both of these Olefin and BOP production facilities are located in Płock, Poland.

BOP

BOP specialises in polymer production and owns manufacturing plants for polyethylene and polypropylene with a total production capacity of 820,000 tonnes per annum. BOP products are distributed both in the domestic market and in foreign markets where they are broadly used in the production of packaging, foil, fibres, textiles and vehicle parts.

Unipetrol Group

The Unipetrol Group operates Polyolefin and Olefin units located in Litvinov in the Czech Republic. The Polyolefin unit produces polyethylene and polypropylene, and has an annual production capacity of approximately 600,000 tonnes. The Olefin unit produces ethylene and propylene, and has an annual production capacity of approximately 815,000 tonnes. According to the Group's own data, the share of the Unipetrol Group in the production of high- density polyethylene and polypropylene amounts to approximately 5 per cent. and 3 per cent. of Europe's production capacity, respectively.

Anwil Group

The production capacity of the Anwil Group amounts to 1.16 million tonnes of nitrogenous fertilisers, approximately 560,000 tonnes of PVC and PVC granulates, approximately 360,000 tonnes of sodium hydroxide and approximately 50,000 tonnes of caprolactam. The Anwil Group's products are intended both for domestic markets and for export.

In the nitrogenous fertilisers market, Anwil competes with the Azoty Group, as well as with various fertiliser importers. As for unprocessed PVC, the Anwil Group faces strong competition from foreign companies, mainly from Germany and Hungary, as well as from the INEOS Group in the domestic market. The biggest competitors of the Anwil Group in the sodium hydroxide market are Zakłady Chemiczne Rokita S.A., Zachem Bydgoszcz S.A., Borsodchem from Hungary, Karpatnieftiechim from Ukraine, Czech Spolchemie, and Slovakia's Novaky. The main competitors in caprolactam production are DSM, BASF and DOMO.

Sources of Supply

The gasoline for pyrolysis, transferred from the refining segment, constitutes the main source of supply for the olefin plants. Monomers produced by PKN ORLEN are used as the source for the polymer production in BOP and for the PVC production in the ANWIL Group. Paraxylene, produced in petrochemical installations in PKN ORLEN constitutes the basic source for PTA production.

Primary Products, Goods and Services

In 2012, sales volume in the petrochemical segment of the Group increased by 3.3 per cent. compared to 2011, despite the maintenance downtime of the petrochemical part of the production plant in Płock in the third quarter of 2012. This increase was mainly due to higher sales of tetraphtalic acid from the PX/PTA Complex in Włocławek and growth in polymer sales by Unipetrol RPA.

In 2013, sales volume in the petrochemical segment of the Group decreased by 1.2 per cent. compared to 2012. Sales of PTA and plastics improved, however fertiliser sales decreased as a result of: the discontinuation of fertiliser production at the Unipetrol Group in late 2012; production stoppages at Spolana caused by floods which occurred in the Czech Republic in mid-2013; and an emergency stoppage of the ammonia unit at ANWIL S.A. in August 2013.

Monomers

The following product market shares have been compiled according to the Group's own data.

Ethylene

The rated ethylene production capacity in Europe is in the order of approximately 29,400 kta and is represented by approximately 50 manufacturers. The largest ethylene producer is Dow, which has a production capacity of 2,990 kta (accounting for approximately 10 per cent. of the European production capacity). Dow's assets are located in Germany, The Netherlands and Spain. The second largest producer, Sabic, has a production capacity of 2,155 kta (accounting for 7 per cent. of the European production capacity). Sabic's assets are located in The Netherlands and the UK. The third largest producer is Ineos Olefins & Polymers Europe, with its assets located in Germany and the UK, and fourth is Lyondell Basell, with its assets located in Germany and France. Ineos Olefins & Polymers Europe and Lyondell Basell each have a production capacity of approximately 1,800 kta, each accounting for approximately 6 per cent. of European production capacity. The Group's nominal capacity of 1,245 kta accounts for approximately 4 per cent. of the total European production capacity.

Propylene

The rated propylene production capacity in Europe is over 19,200 kta and is fragmented. The largest producer is Dow, which has a production capacity of 1,505 kta (accounting for 7 per cent. of the European production capacity). The company's assets are located in The Netherlands, Germany and Spain. The second largest producer is BASF, which has a production capacity of 1,340 kta (accounting for 5 per cent. of the European production capacity). The company's assets are located in Belgium, Spain and Germany. The third largest producer is Sabic, with production plants located in The Netherlands and the UK, and fourth is Lyondell Basell, with production plants located in Germany and France. Sabic and Lyondell Basell each have a production capacity slightly exceeding 1,000 kta (each accounting for 5 per cent. of European production capacity). The Group's production capacity accounts for 4 per cent. of the European production capacity.

Polymers

The following product market shares have been compiled according to the Group's own data.

Production capacity for high and low density polyethylene in Europe is approximately 14 million tonnes per year. The largest manufacturer is Lyondell Basell, with the capacity of approximately 2.17 million tonnes per year (including its 50 per cent. share in BOP). The company has assets located in Germany, France and in Poland. The second largest manufacturer is Sabic, with capacity of approximately 1.59 million tonnes per year and assets located in Germany, The Netherlands and in the UK. The third largest manufacturer is Ineos Olefins & Polymers Europa, with capacity of approximately 1.58 million tonnes per year and assets located in Belgium, France, Germany, Italy and Norway. The other major manufacturers are Total Petrochemicals, Borealis and ExxonMobil.

Production capacity for polypropylene in Europe is approximately 11.5 million tonnes per year. The largest manufacturer is Lyondell Basell Industries with production capacity of approximately 2.33 million tonnes per year (including its 50 per cent. share in BOP). The company has assets located in Germany, France, Italy, Spain, the UK and Poland. The second largest manufacturer is Borealis with capacity of approximately 1.85 million tonnes per year and assets located in Belgium, Germany, Austria and Finland. Other large manufacturers are: Total Petrochemicals, with capacity of approximately 1.43 million tonnes per year and assets located in Belgium and France and Sabic, with production capacity of 1.11 million tonnes per year and assets located in The Netherlands and Germany.

Within the Group, BOP and the Unipetrol Group are involved in the production of polyolefins. BOP owns installations with a total production capacity of 410,000 tonnes, including: 160,000 tonnes of high density polyethylene (HDPE), 50,000 tonnes of low density polyethylene (LDPE) and 200,000 tonnes of polypropylene. BOP products are distributed both in Poland and on international markets.

The Unipetrol Group has production capacity of approximately 600,000 tonnes per year, including 320,000 tonnes of polyethylene and approximately 280,000 tonnes of polypropylene. Polymers manufactured by Unipetrol Group are sold in the Czech Republic, as well as in Germany, Austria and Switzerland.

The total share of BOP and the Unipetrol Group in the European production capacity for both polyethylene and polypropylene is approximately 4 per cent. 77

Aromatics

The following product market shares have been compiled according to the Group's own data.

The rated production capacity for benzene in Europe is approximately 12,000 kta and is represented by over 30 manufacturers, the largest of which are Dow Benelux BV with a rated production capacity of 915 kta and Exxon Mobile Chemical Holland with a rated production capacity of 830 kta, which account for 8 per cent. and 7 per cent. of the European benzene production capacity, respectively.

Benzene is a by-product and approximately 70 per cent. of its volume results from the load ratio for the Olefin plant and the reforming plant. The largest pool of benzene in Europe is obtained as a by-product of olefin production (pygas) and during reforming (reformat). In the USA and the Middle East, the main source is the reforming process.

In Poland, approximately 63 per cent. of benzene (compared to 12 per cent. globally) is used to produce cyclohexane which serves to produce caprolactam. Currently, there is no information on any confirmed investments in Poland aiming to increase benzene consumption and/or change the consumption structure for this product.

In 2013, PKN ORLEN obtained benzene from two sources:

(a) BOP's Olefin installation is the source of pyrolysis petrol, which is transported to the Aromatics extraction plant where benzene is emitted; and

(b) The Tatoray unit, where benzene is a by-product of paraxylene production. The maximisation of paraxylene production leads to the maximisation of benzene production.

PKN ORLEN's production capacity of benzene accounts for 2 per cent. of the European production capacity according to the Group's own data.

From PKN ORLEN's perspective, the benzene market is a European market. The majority of the Group's sales were made in Poland and its neighbouring countries.

Fertilisers

According to Fertilisers Europe, the Azoty Group is the largest producer of ammonium nitrate, with an 18 per cent. share of the European market. Other large producers are Yara and Azomures, with 15 per cent. and 9 per cent. market shares, respectively. According to the Group's own data, the Anwil Group is the ninth largest producer of ammonium nitrate in Europe, with a 4 per cent. market share. On the general purpose nitrogenous fertiliser market, the largest producers in Europe are: Yara; OCI Nitrogen; and the Azoty Group, with approximate shares in the European production capacity of 34 per cent., 11 per cent. and 10 per cent., respectively, in each case according to Fertilisers Europe. According to the Group's own data, the Anwil Group is the seventh largest producer of general purpose nitrogenous fertiliser, with a 4 per cent. market share.

Plastics

The following product market shares have been compiled according to the Group's own data.

The leading producers of PVC in Europe are Ineos Chlor – Vinyls, SolVin and Kem One. These companies’ shares in the European nominal production capacity is estimated at 22 per cent., 15 per cent. and 10 per cent., respectively. According to the Group's own data, the estimated share of the ANWIL Group in the European production capacity is approximately 5 per cent. The main competitors of the ANWIL Group on the domestic PVC market are BorsodChem, Karpatneftekchim and the Fortischem Group.

PTA

The following product market shares have been compiled according to the Group's own data.

The rated global production capacity for PTA amounts to approximately 70,820 kta (kilotons per annum), and the average production capacity utility ratio is 76.1 per cent. PTA is used mostly for the production of the PET granulate intended for food bottles and manufacturing of polyester fibres (textiles). 64 per cent. of the global PTA output is used for the production of polyester fibres and approximately 31 per cent. is consumed to produce PET intended for food bottles.

The European production amounts to approximately 3,215 tonnes, while the rated production capacity reaches approximately 4,450 kta. There are eight PTA producers in the European market, the largest three of which are: Belgium-based BP Chember NV with a rated production capacity of 1,400 kta, Portugal-based Artlant with a rated production capacity of 700 kta, and PKN ORLEN with a rated production capacity of 600 kta. Together, these three 78

companies represent over 60 per cent. of the production capacity in the PTA segment. According to the Group's own data, PKN ORLEN is the third largest PTA producer in Europe, managing over 13 per cent. of the European PTA production, and the only European company 100 per cent. integrated with PX production as PKN ORLEN produces its own PX (the raw material used for PTA).

PKN ORLEN sells PTA mainly in Europe and Asia.

Other

The following product market shares have been compiled according to the Group's own data.

Butadiene

The rated butadiene production capacity in Europe is approximately 3,100 kta. Butadiene production in Europe is very fragmented. The largest producer is Ineos Olefins & Polymers Europe, which has a production capacity of 310 kta (accounting for approximately 10 per cent. of the European production capacity). The company's assets are located in Germany and in the UK. The second largest producer is Dow, which has a production capacity of 285 kta (accounting for 9 per cent. of the European production capacity). The company's assets are located in The Netherlands and in Germany. The next two producers - Lyondell Basell Industries (with assets in Germany and France) and Nizhnekamskneftekhim (with assets in Russia) have a combined production capacity of 250 kta (accounting for 8 per cent. of the European production capacity). The average utilisation ratio of European producers of butadiene in 2012 amounted to approximately 80 per cent. The production capacity of the Group is approximately 135,000 tonnes per year, constituting a 4 per cent. share in the European butadiene production capacity.

The following table shows the sales of the Group in the petrochemical segment in 2012 and 2013:

Sales 2013 2012 Change Value Volume Value Volume Value Volume (PLN (thousand ( PLN (thousand (per cent.) millions) tonnes) millions) tonnes) Petrochemical Segment Monomers1) ...... 2,055 478 2,137 484 (3.8) (1.2) Polymers2) ...... 4,279 858 4,328 854 (1.1) 0.5 Aromatics3) ...... 1,528 381 1,461 372 4.6 2.4 Fertilisers4) ...... 1,004 1,034 1,356 1,317 (26.0) (21.5) Plastics5) ...... 1,464 423 1,284 369 14.0 14.6 PTA ...... 2,048 556 1,875 484 9.2 14.9 Other6) ...... 3,459...... 1,440 ...... 3,528 1,353 (2.0) 6.4 Total ...... 15,837...... 5,170 ...... 15,969 5,233 (0.8) (1.2) ______1) Ethylene, propylene. 2) Polyethylene, polypropylene. 3) Benzene, toluene, paraxylene, ortoxylene. 4) Canwil, ammonium sulphate, ammonium nitrate, other fertilisers. 5) PVC, PVC granulate. 6) Other include mainly acetone, ammonia, butadiene, phenol, technical gases, glycols, caprolactam, soda lye and sulphur.

Product Structure of the Group's Sales Volumes by its Polish and Czech companies in 2012 and 2013

The following table shows the sales volume (according to the jurisdiction of the vendor) of the Group's Polish and Czech companies in the petrochemical segment in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Markets Polish companies ...... 3,259 3,104 5.0 Czech companies ...... 1,911 .. 2,129 (10.2) Total ...... 5,170 5,233 (1.2)

The following table shows the proportion of Group sales per product for 2012 and 2013:

2013 2012 (per cent.(1)) Other ...... 27.8 25.9 Fertilisers ...... 20.0 25.3 Polymers ...... 16.6 16.3 PTA ...... 10.8 9.3 Monomers ...... 9.2 9.3 Plastics ...... 8.2 7.1 Aromatics...... 7.4 7.8 ______(1) Percentage figures are subject to rounding adjustments.

Trends for sales by Polish companies

In 2012, sales by the Group's Polish companies increased by 2 per cent. in relation to 2011. The growth was achieved mostly in PTA sales, which amounted to approximately 484,000 tonnes in 2012 and increased by 44 per cent. per annum due to a full year's operation of the PTA plant complex at Włocławek, which commenced production in June 2011, further intensification of sales in the Turkish and Russian markets, and an expansion into the markets of the Middle East.

In 2013, the Group's sales by Polish companies increased by 5 per cent. PTA sales increased by 14.9 per cent. primarily as a result of the greater availability of production units and higher sales on the non-PET market, where PTA is used as feedstock for fibres, polyester films, powdered coating, resins and plasticisers. Stronger sales of other products (which increased by 9 per cent. in 2013) were driven by an increase in glycol sales, driven chiefly by improving market conditions, as well as growth in caustic soda sales, which had been lower in 2012 due to a lower production capacity in 2012.

Lower sales of monomers and polymers in 2012 in comparison with 2011 were caused by the planned recurring maintenance downtime of petrochemical plants in the third quarter of 2012. In 2013, unlike in 2012, no regular maintenance shutdowns were scheduled, which resulted in monomer and polymer sales improving year on year by 5.4 per cent. and 5.5 per cent. respectively.

Lower sales of Aromatics in 2012 resulted from a decrease in toluene sales due to the use of the product as a raw material for PTA production. This was however offset by higher sales of benzene. Achieving growth in benzene sales was as a result of additonal production by the new paraxylene plant. In 2013, sales of Aromatics increased 15 per cent. compared to 2012, and were driven chiefly by an increase in exports to Germany and the Czech Republic.

Improved conditions in the fertiliser market, observed mostly in the first half of 2012, led to higher sales in comparison with the previous year. A fall in plastics sales was mainly the result of a downturn in the first half of 2012 and the maintenance downtime in the third quarter of 2012, as described above. Decreased sales of the remaining products were largely caused by lower sales of butadiene due to the maintenance downtime of production plants in the third quarter of 2012. Fertiliser sales declined by 8.4 per cent. in 2013 because of an ammonia production line failure at the ANWIL Group, whilst sales of plastics increased, in particular in Poland, Ukraine and Turkey, by 17.4 per cent. in 2013.

Volume Sales Structure by the Group's Polish Companies

The following table shows the sales volume of the Group's Polish companies in the petrochemical segment in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Polish Market Monomers ...... 353 335 5.4 Polymers ...... 347 329 5.5 Aromatics...... 192 167 15.0 Fertilisers ...... 855 933 (8.4) Plastics ...... 324 276 17.4 PTA ...... 556 484 14.9 Other ...... 632 580 9.0 Total ...... 3,259 3,104 5.0

The following table shows the proportion of sales per product by the Group's Polish companies for 2012 and 2013:

2013 2012 (per cent.) Fertilisers ...... 26.2 30.1 Other ...... 19.5 18.6 PTA ...... 17.1 15.6 Monomers ...... 10.8 10.8 Polymers ...... 10.6 10.6 Plastics ...... 9.9 8.9 Aromatics...... 5.9 5.4

Trends for sales by the Unipetrol Group

The level of petrochemical sales of the Unipetrol Group in 2012 increased by 5.9 per cent. in relation to 2011. This resulted mainly from an increase in the sale of polymers by Unipetrol RPA, by 11 per cent. compared to 2011, due to a larger supply of the product following recurring maintenance downtime which reduced production in that year. A lack of adverse impacts as a result of a maintenance downtime, such as occurred in 2011, also contributed to the relative increase in sales of monomers and other products by 5.7 per cent. and 5 per cent., respectively, in relation to 2011.

In 2013, the Unipetrol Group's petrochemical sales decreased by 10.2 per cent., which was primarily a result of the decision to discontinue fertiliser production at the Unipetrol Group as of the end of 2012, and the floods which affected Spolana in June 2013. As a result of no longer producing fertilisers, sales of existing fertiliser stocks decreased by 53.4 per cent. in 2013. The decline in sales volumes of monomers (by 16.1 per cent.), polymers (by 2.7 per cent.) and Aromatics (by 7.8 per cent.) was attributable to both supply and demand factors, emergency stoppages at production units in Litvinov and lower consumption caused by stoppages at key customers' plants following the flood.

These adverse effects were partly offset by sales of plastics (which increased by 6.5 per cent. in 2013, as compared to 2012), which grew on the back of improved market conditions, as well as other products (which increased by 4.5 per cent.), in particular ammonia, whose sales increased after artificial fertiliser production was discontinued.

Volume Sales Structure by the Unipetrol Group

The following table shows the sales volume of the Unipetrol Group in the petrochemical segment in 2012 and 2013:

Sales 2013 2012 Change (thousand tonnes) (per cent.) Czech market Monomers ...... 125 149 (16.1) Polymers ...... 511 525 (2.7) Aromatics...... 189 205 (7.8) Fertilisers ...... 179 384 (53.4) Plastics ...... 99 93 6.5 Other ...... 808 773 4.5 Total ...... 1,911 2,129 (10.2)

The following table shows the proportion of Group sales per product in the Czech Republic for 2012 and 2013:

2013 2012 (per cent.) Aromatics...... 9.9 9.6 Polymers ...... 26.7 24.7 Other ...... 42.3 36.3 Fertilisers ...... 9.4 18.0 Monomers ...... 6.5 7.0 Plastics ...... 5.2 4.4

UPSTREAM

The following table shows the sales revenues for the upstream segment for the years ended 31 December 2013 and 2012:

Years ended 31 December

2013 2012 (PLN million)

Upstream Segment ...... 17 1

The upstream strategy of the Group for the years 2013-2017 includes an increased focus on exploration and extracting activities, in order to access deposits of oil and natural gas, including shale gas.

After the decision by the Ministry of the Environment in February 2013, concerning the assignment to the Group of two concessions previously owned by ExxonMobil Exploration and Production Poland, the Group holds 10 exploration concessions covering a total area of approximately 8,200 km2. The areas covered by exploration activity represent almost 10 per cent. of all areas where shale gas is explored in Poland.

Concessions for Exploration and/or Extraction of Hydrocarbons in Poland

According to the Group's own data, the map below shows the location of the Group's concessions in Poland as of 31 December 2013.

Unconventional Projects

The Group is engaged in exploration activities which, if successful, should increase the Group's activity in the upstream segment.

With a view to developing its portfolio of sites for the exploration and exploitation of oil and natural gas deposits, the Group monitors the global market for hydrocarbon extraction projects and analyses the opportunities for acquisition.

The main competitors of the Group in terms of holding concessions for the exploration and identification of oil and natural gas from unconventional sources in Poland are PGNiG (16 concessions), Marathon Oil Polska Sp. z o.o. (11 concessions) and 3Legs Resources (eight concessions).

As part of the Lublin Shale project focused on unconventional deposits, the Group continued to carry out drilling and research projects in 2013. In 2013, four new drilling projects were performed:

 Stręczyn-OU1 and Dobryniów-OU1 under the Wierzbica concession;

 Uścimów-OU1 under the Lubartów concession; and

 Stoczek-OU1 under the Wodynie-Łuków concession.

As at the end of 2013, the works performed under the projects concerning unconventional resources included the drilling of eight wells (six vertical and two horizontal) and fracking in two horizontal wells. A total of 10 wells have been drilled to explore the potential areas for shale gas. The plans for 2014 include the drilling of at least four more wells and fracking in two further horizontal wells.

Conventional Projects

The Group is also involved in conventional exploration and extraction projects. The activities cover three oil and gas enterprises: in the Latvian zone of the Baltic Sea shelf in cooperation with Kuwait Energy Company ("KEC"); in the vicinity of Sieraków with PGNiG; and individually in the Lublin region. In total, the Group has shares in nine concession blocks/licences in Poland authorising the Group to explore and/or identify conventional sources. The Group also considers international opportunities.

In 2013, ORLEN Upstream Sp. z o.o. agreed upon the location and carried out preparatory works for the execution of the Karbon Project, which is aimed at verifying the potential hydrocarbon deposits within the Lublin basin.

In 2013, the Group, in cooperation with KEC, carried out the Kambr Project in the Latvian zone of the Baltic Sea shelf. Exploratory drilling was completed by means of a semi-submerged drilling platform. However, due to a negative assessment of hydrocarbon saturation in the borehole, the decision was made to stop any further works.

Under conventional projects, at the end of December 2013, three exploration and prospecting drilling projects were completed, including two prospecting drilling projects under the Sieraków project and the Kambr project described above.

Activities in Canada

Through the acquisition of TriOil, the Group operates in the field of extraction by means of horizontal drilling and hydraulic fracturing technologies in Canada. In 2013, 21 operations were carried out, resulting in average production for the fourth quarter of 2013 at 3,800 barrels of oil equivalent per day ("boe/day"); 60 per cent. of which were liquid hydrocarbons (oil and condensate).

The horizontal drilling and multi-stage hydraulic fracturing technologies will enable the Group to utilise its Canadian experience and practises in the Group's extracting operations in Poland.

On 6 June 2014, the Group acquired Birchill Exploration Limited Partnership which was merged into TriOil Resources Ltd. Birchill has estimated crude oil and natural gas reserves of approximately 26.6 million boe in Alberta. In the first three months of 2014, the average production from the assets of Birchill Exploration Limited Partnership was approximately 3,400 boe/day (40 per cent. liquids). Following this acquisition the Group estimates that it now has 2P (i.e. proved and probable) reserves of approximately 48 million boe.

The map below shows the location of the Group's exploration and production operations in Canada:

POWER

The Group produces thermal and electric energy, however this does not generate material revenues for the Group as such power is principally used by the Group's own production plants. Only excess production is sold externally. The resources used for the production of electricity and heat are heating oil, refinery gas, natural gas and brown coal. Operations in respect of power generation are reported under the Corporate Functions reporting segment.

Generation Units

The PKN ORLEN heat and power plant in Płock has a thermal capacity of 2,150 MWt and electric capacity of 345 MWe. The thermal capacity exceeds the needs of the plant complex in the production plant in Płock and the excess is sold to the local municipality. The station achieves an 87 per cent. efficiency rating for heat and electricity production.

The heat and power plant at Unipetrol in the Czech Republic has a thermal capacity of 1,000 MWt and electric capacity of 110 MWe.

The heat and power plant in Mažeikiai has a thermal capacity of 1,400 MWt and electric capacity of 160 MWe. The plant is currently fired by heavy heating oil and refinery gases. There are plans, however, to adapt the heat and power plant to be fired by natural gas.

Infrastructrure Developments

The Group is constructing a combined gas and steam unit in Włocławek, with a capacity of 463 MWe. The launch of the unit is currently scheduled for December 2015. The power plant in Włocławek will be closely linked in terms of technology with the Anwil company in order to satisfy that company's demand for electricity and process steam. As a result of this project, a new, high-performance power plant will replace the existing, less efficient power station. The current heat and power plant will operate only as a backup source. It is hoped that the new power plant will increase the security of Anwil's power supply. Due to the combined processes of energy and steam generation, the production of electricity in the power plant should be carried out more efficiently.

Connections between the power plant, Anwil and the National Electric Power System should allow Anwil to be supplied with electricity from Włocławek and the surplus energy to be sent from the power station to the electricity grid.

STRENGTHS

The key strengths of the Group are as follows:

1. Integration: production units across Poland, the Czech Republic and Lithuania are integrated to enhance the efficiency of the Group.

2. Refining Margins: the ability to refine REBCO improves profitability by affording a greater refining margin.

3. Access to Market: the location of the Group production infrastructure close to the Central and Eastern European markets that the Group serves affords an advantage not only in reduced transport costs, but also in the flexibility of responding to fluctuations in market demand, particularly with respect to producers outside of Europe.

4. Retail Network: the Group is able to rely on its extensive retail network for the sale of its products in the markets in which it operates.

5. Brand Strength: the Group operates premium brands, with high brand recognition, most notably within the retail segment.

6. Petrochemicals: the Group has a modern production infrastructure and a diverse product portfolio offered on developing markets.

REGULATORY COMPLIANCE

The complexity of the Group's businesses demands compliance with a number of laws, administrative measures, technical regulations, standards and norms in each country in which the Group operates. In Poland the Group operates through PKN ORLEN, in the Czech Republic it operates through Unipetrol and in Lithuania through ORLEN Lietuva. The principal areas of regulation concern: taxes; crude oil and fuels mandatory reserves; petroleum products quality standards (including bio-fuels); protection of the environment and climate; health and safety protection; fuel depots; petrol stations; specific regulations on chemicals; as well as competition and consumer protection. The most important administrative measures are licenses, permits and consents necessary to fully operate its businesses. The Group holds all regulatory licences necessary for the conduct of its operations and is in compliance with all requirements set out in those licenses and applicable law and regulations.

Legal requirements for the energy sector

The Group companies operating in Poland, the Czech Republic and Lithuania require current licences for their activities in: production, storage, and revenues relating to fuels; production and revenues relating to electric energy; and production and revenues relating to heating.

Environmental protection requirements

The most important legal acts relate to environmental protection, balancing of emissions (and reduction of emissions) and the emissions trading scheme for greenhouse gas emissions (CO2 allowances).

The Group holds all necessary environmental licenses for the conduct of its operations, and is in compliance with all material applicable environmental regulations. No material claims for non-compliance have been brought against the Group in the last three years. See "Environment" below.

Requirements concerning fuel quality

Pursuant to national regulations and EU directives the Group companies operating in Poland, the Czech Republic and Lithuania are obliged to deliver to the market fuels meeting required quality specifications. This involves motor fuels containing a requisite portion of bio-components or pure bio-fuels for transport use as specified by national regulations to meet the NIT.

Requirements for the maintenance of mandatory stocks

PKN ORLEN is obliged to accumulate and maintain mandatory levels of stocks of crude oil and/or petroleum products in an amount corresponding to at least a 76-day average of the daily import of crude oil or import/production of fuels; register and update data included in the register of enterprises obliged to create stocks, conducted by Material Reserves Agency; provide periodic information about the size of the accumulated mandatory stocks and the types of these products; submit to inspection of the amount and kinds of accumulated stocks; and enable the Material Reserves Agency to control the maintained stocks.

In accordance with Czech law, mandatory reserves of crude oil and fuels are maintained in their entirety by a special state-owned agency, the Strategic Reserves Administration (Správy Státních Hmotných Rezerv). The expenses are fully covered by the state budget, therefore Unipetrol has no obligation to employ its capital in financing the strategic mandatory reserves of the Czech Republic.

ORLEN Lietuva's requirement to maintain mandatory stocks is slightly lower than the Group's mandatory level in Poland as the Lithuanian Oil Products Agency (Valstybine Imone Lietuvos Naftos Produktu Agentura) is obligated to maintain a mandatory stock of crude oil and/or petroleum products to last 30 days calculated by the average daily internal consumption of the previous calender year. The remaining level concerning 60 days of Lithuanian stocks is maintained by ORLEN Lietuva.

Requirements concerning competition and consumer protection

The Group companies operating in Poland, the Czech Republic and Lithuania are obliged to adhere to regulations concerning the protection of competition and consumers, including prohibitions on: abuse of a dominant position; collusive agreements; and violating consumer protection laws. In addition, the Group must notify any intention to concentrate operations in the domestic fuel sector, and must submit, for quality inspection purposes, goods and services sold at petrol stations.

Standards of technical devices

The Group companies operating in Poland, the Czech Republic and Lithuania are obliged to submit all technical devices for inspection and obtain permits for the use of all technical devices that may create a hazard for human life and health, property and the environment.

Regulatory bodies

The main regulatory bodies relevant to the activities of the Group in Poland are: the Energy Regulatory Office; the Ministry of the Economy; the Office of Competition and Consumer Protection; the Ministry of the Treasury; the Ministry of the Environment; the Inspectorate for Environmental Protection; the Office of Technical Inspection; and the Material Reserves Agency.

The main regulatory bodies relevant to the activities of the Group in the Czech Republic are: the Ministry of Industry and Trade, the Ministry of Finance, the Ministry of the Environment, the Office for Czech Environmental Inspection, the Energy Regulator Office, the Office of Czech Trade Inspection; the State Tax Authorities; and the Office on Protection of Competition (Anti Monopoly Office).

The main regulatory bodies relevant to the activities of the Group in Lithuania are: the Ministry of the Economy; the Ministry of the Environment; the Environmental Protection Agency; the Ministry of Transport and Communications; the State Energy Inspectorate under the Minstry of Energy; the Environmental Protection Departament of Šiauliai Region; the Council of Competition; and the State Tax Inspectorate.

Taxation

Those Group companies operating in Poland, the Czech Republic and Lithuania are subject to several taxes including value added tax, excise tax and corporate income tax. The most significant tax charge in the core business companies of the Group is excise tax. The most significant customs charge is value added tax on crude oil importation. Energy products (especially fuel or other goods made from crude oil) are all taxable goods. Excise duty on petrol is expressed as a defined amount, depending on the type of product. Both excise duty and VAT are passed on to customers.

ENVIRONMENT

The Group companies operating in Poland, the Czech Republic and Lithuania hold integrated permits that regulate (among other things) air emissions and waste limits for their refinery, petrochemical and power plants. In respect of PKN ORLEN, this permit is valid until 1 June 2015. Water pollution from these installations is regulated by separate water permits. In respect of PKN ORLEN, these permits are valid until 31 December 2015 (industrial waste water) and 31 December 2021 (rain waste water). The integrated permits that regulate the oil handling and pumping stations of ORLEN Lietuva are not currently required by Directive 2010/75/EU of the European Parliment and of the Council of 24 November 2010 on industrial emissions (replacing Directive 2008/1/EC of the European Parliament and of the Council of 15 January 2008 concerning integrated pollution prevention and control) and will be changed to integrated pollution permits that will cover both the oil handling and pumping activities. The results of studies related to the best available techniques described in the BREF (the best available technique reference) documents reveal that the techniques used by PKN ORLEN comply with European requirements on environmental protection (Integrated pollution prevention & control directive - IPPC, Large combustion plants directive - LCP and Air quality directive - 88

AQD) at a level comparable with the techniques used in other refineries. Additional investment will be required for the techniques used by ORLEN Lietuva to meet the best available techniques described in the BREF.

PKN ORLEN adapts its processes of production, storage and distribution to the requirements of sustainable development. PKN ORLEN is aware of its impact on the environment and ensures that it has all the permits required by law to comply with the required environmental standards and conducts its business in keeping with environmental neutrality. Changes in national and European environmental regulations are constantly monitored.

In 2013, there was a 20 per cent. decrease of emissions and a 3 per cent. decrease of environmental charges compared to 2012, mainly due to the launch of a new K8 boiler in the Power Plant at Płock and flue-gas treatment (denitrification and dust removal) from the K7 boiler. These activities are a part of the Group's Environmental Investment Programme initiated in 2010. This programme is designed to decrease emissions of SO2, NOx and dust from the Power Plant in Płock by approximately 90 per cent. and to meet the requirements for combustion plants under the Industrial Emissions Directive (IED) of the European Parliament and the Council and the BREF Reference Documents since 2016.

In order to ensure effective environmental management, the Company carries out continuous and periodic measurements of emissions, balances the greenhouse gas emissions, monitors the quality and quantity of waste generated and discharged wastewater, and also monitors the level of noise. The results obtained are submitted to the competent public authorities as well as published in the Annual CSR Environmental Report of the Group.

Further to ensure ongoing effective environmental management, a new air quality monitoring station, Junior School No.5 Monitoring Station was launched in Płock.

In 2011, PKN ORLEN implemented an environmental programme, the Framework responsible core management system.

SAFETY

The Group treats safety as a top priority. As part of its Integrated Management System Policy, PKN ORLEN is committed to maintaining high standards of occupational health and safety, both in and out of the workplace. PKN ORLEN expects the Group to share the same dedication to maintaining the highest possible safety standards.

The Group aims to improve the safety management system of its employees, as well as its external contractors. The Group has implemented various projects intended to raise awareness of occupational health and safety and proper working conditions on a dedicated website and runs a Safety Day each month.

PKN ORLEN created an occupational health and safety incentive programme, run on its internal website, in order to aid employees in the identification, notification and elimination of occupational safety threats. In 2011, an electronic system for reporting threats to health and safety at work was deployed. The system encourages employees to submit their suggestions on how to improve their work environment and occupational safety. In 2013, more than 3,800 threats to health and safety at work were reported in PKN ORLEN and more than 12,000 across the Group. As at the end of 2013, the Group had taken action relating to more than 80 per cent. of the reported threats.

The Group also aims to develop a dedicated Health and Safety management segment responsible for the whole Group in order to reduce the number of accidents recorded and to maintain an annual target Total Recordable Rate ("TRR") of less than 1.8 recordable workplace injuries per million hours worked. The number of accidents recorded by the Group in 2012 was 60, representing a decrease of 21 per cent. from 76 in 2011. In 2013, the number of accidents recorded further decreased to 46 representing a decrease of 23 per cent. The TRR shows a similar trend, decreasing to 1.87 in 2012 compared to 2.26 in 2011. The TRR decreased further in 2013 to 1,5.

The Group

The Group holds all health and safety licenses necessary for the conduct of its operations, and is in compliance with all material applicable health and safety regulations. No material claims for non-compliance have been brought against the Group in the last three years.

INSURANCE

The Group insures its property against any sudden, unforeseen or accidental event, including but not limited to fire, explosion, natural disasters, acts of terrorism, machinery breakdown and loss resulting directly from business interruption caused by damage to property. Additionally, the Group insures against general third party liability, public liability, directors and officers liability, employers liability, product liability and liability relating to environmental risks.

The Group believes that its insurance is in accordance with customary practice in the industry.

INFORMATION TECHNOLOGY

A large portion of the Group's operations are based on IT systems. The Group takes measures to enhance its IT security, such as defining and continuously updating its IT security policies and standards and covering its IT systems by maintenance contracts. The Group performs regular audits and security reviews of its systems.

PKN ORLEN keeps data in two independent backup systems in two separate locations.

 In the main Data Centre in Płock, where data is secured on enterprise storages, and also via a backup system which stores and backs up data for all of the Group's systems; and

 In the Disaster Recovery Centre near Warsaw, where data from all of the Group's systems is transferred online, and also secured on enterprise storages.

All backup for the Main Data Centre is conducted as per the Group's internal backup policy. The backup process is fully monitored. Additionally, the backup from the Main Data Centre is also transferred for added protection to the Disaster Recovery Centre.

The Group tests the procedure of restoring backup data regularly. All Group companies are fully integrated in the IT system and use centralised IT infrastructure.

INTELLECTUAL PROPERTY

The Group uses its best endeavours to protect its trading brands and reputation in the market from use by competitors. Consequently, appropriate intellectual property protections are applied to all materially significant trading names and their associated devices and logos, including trade mark registration with: (i) the Polish Patent Office; (ii) national offices under the Paris Convention for the Protection of Industrial Property; (iii) the International Bureau of the World Intellectual Property Organisation in Geneva; and (iv) the Office for Harmonisation in the Internal Market in Alicante and domain name registration where appropriate. In addition, through regular monitoring and the use of a trade mark infringement alert service, the Group challenges any infringement of its registered trademarks where the continued use by an individual or competitor organisation is considered to be to the detriment of the Group's businesses.

THE GROUP'S STRATEGY FOR 2013-2017

The Group operates a three pillar strategy, aimed at growth in the financial standing of the Group, growth for shareholders and overall value creation.

Summary

In November 2012, PKN ORLEN announced the implementation of its new strategy. This was preceded by the achievement of the strategic objectives which had been set in 2008, and which included:

 a reduction of the Group's debt by, among others, limiting the level of leverage to less than 30 per cent. and selling the shares of the company Polkomtel S.A.;

 the completion of large investments in core assets, including, among others, diesel hydrodesulphurisation and the PX/PTA plant at Włocławek; and

 laying the foundations for further development in new areas, including preparing for the construction of the gas power plant in Włocławek.

PKN ORLEN's key strategic goals for 2013-2017 are:

 implementing an investment programme targeted at the development of the Group in a total amount of up to PLN 22.5 billion until 2017;

 an average annual growth of EBITDA LIFO by up to 58 per cent. in relation to average EBITDA LIFO for 2008-2012, i.e. up to PLN 6.3 billion;

 growing average annual operating cash flows by up to 44 per cent. in relation to 2008-2012, i.e. up to PLN 5.6 billion;

 maintaining a regular annual dividend payment of up to 5 per cent. of the average PKN ORLEN share price from the previous year; and 90

 maintaining financial ratios at a secure level, including, among others, net leverage of less than 30 per cent.

Investment

In 2013-2017, the Group plans to allocate a total of PLN 22.5 billion to investment projects targeted at growth and modernisation. Examples of such projects include the Flue Gas Desulpherisation plant at Płock (PLN 410 million), the Catalytic Flue Gas Denitrification plant also at Płock (PLN 380 million) and a power plant in Włocławek (PLN 1.4 billion). For further details see ("Key Agreements – A Summary of Key Agreements relating to the Operations of the Group - Investment Agreements"). The amount includes: PLN 5.6 billion set aside for refining activities, PLN 1.8 billion set aside for energy production, PLN 2.4 billion set aside for upstream (mainly shale gas), PLN 3.5 billion set aside for petrochemicals, and PLN 2.3 billion set aside for projects in the retail segment. In addition to this basic pool of PLN 15.6 billion, PLN 6.9 billion will be allocated to an additional pool of funds (comprising PLN 0.5 billion for refinery; PLN 1.2 billion for petrochemicals; PLN 0.1 billion for retail; PLN 2.4 billion for energy and PLN 2.7 billion for upstream).

EBITDA LIFO

The Group expects the implementation of these projects to lead to an improved annualised EBITDA LIFO at a level of up to PLN 6.3 billion by 2017, i.e. higher by up to 58 per cent. in relation to average EBITDA LIFO in 2008-2012.

Cash Flows

Operating cash flows are estimated to increase by up to 44 per cent., achieving an average annual level of up to PLN 5.6 billion over 2013-2017. The total of accumulated additional cash flows from operations in 2013-2017 is targeted to amount to PLN 28 billion. The investments should therefore have no impact on the debt of the Group, and the leverage achieved in recent years is expected to be maintained.

Dividend Policy Strategy

In line with the announced strategy, 2013 was the first year of the planned implementation of PKN ORLEN'S new dividend policy. The dividend level is relative to the average share price for the previous year, taking into account the achievement of strategic goals concerning secure financial foundations (leverage, net debt to EBITDA ratio and rating) and forecasts for the macroeconomic environment. The target dividend level is up to 5 per cent. of the average PKN ORLEN share price from the previous year of the Group. Linking the dividend to the average annual share price decouples the dividend amount from momentary fluctuations of the share price. This method does not link the dividend level to the generated net profit which is highly variable in the refining industry due to non-monetary elements, such as the revaluation of inventories or loans, meaning that it does not fully reflect the cash flows earned by the Group. The policy (based on the dividend yield) adopted as part of the new strategy mirrors the dividend practices of many European and global oil companies whose dividend yield in relation to capitalisation has recently fluctuated between 2.6 per cent. and 5.6 per cent.

Financial Security Strategy

PKN ORLEN maintained a secure level of financial indicators between 2009-2012. In the 2013-2017 period, PKN ORLEN intends to maintain a low net debt to EBITDA ratio of below 1.5, and net leverage below 30 per cent. This should allow PRK ORLEN, among other things, to improve its credit rating and, consequently, increase the financing sources available to it.

Strategy for the Refining Segment

The refining segment holds the integrated production assets which ensure the Group's position in a competitive market. The key strategic objectives to be achieved in the refining segment by 2017 are:

 to increase crude oil processing by 2.2 million tonnes, by extending the interval between planned maintenance, modernising refinery units and modifying the existing process mechanics;

 to increase fuel yield by 1 percentage point, by implementing new production technologies, constructing new refinery units and modernising existing installations; and

 to decrease the energy consumption of the processes by 4 units (according to the Solomon's index - EII) by focusing efforts on reducing heat losses, hydrocarbon losses, and overall energy consumption by the processes themselves.

The basic pool of capital expenditures in this area between 2013-2017 is budgetted to amount to PLN 5.6 billion with an additional pool of PLN 0.5 billion being allocated to highly profitable development projects. Together with the additional pool, the total value of investments is PLN 6.1 billion.

As for wholesale, the Group's objective is to increase sales volumes by improving the Group's efficiency levels, including adapting the sales structures to changing market needs.

In logistics, the Group will aim to optimise the costs of fuel logistics and further strengthen its advantages. These advantages are related to the Group's geographic position in Central Europe, which means that it is in close proximity to its markets for sales and pipelines for supply.

Strategy for the Retail Segment

In the retail segment the objectives aim for growth of the share in the Group's home markets (i.e. Polish, Czech, German and Lithuanian market) by 3 percentage points in comparison with the Group's share in 2012 and higher profits from non-fuel sales by increasing the current average sales per station by 0.6 million litres by the end of 2017. To achieve these goals, it will be necessary to support strong and recognisable petrol station brands in the home markets. The structure of expenditures for retail assumes small adaptation investments, combined with a higher financial commitment to the development of the network, including new motorway stations.

The total development expenditures in 2013-2017 are budgeted to amount to PLN 2.4 billion.

Strategy for the Petrochemical Segment

The main strategic goals in the petrochemical segment are as follows:

 to optimise production assets by improving the performance of key installations and enhancing efficiency;

 to maximise sales and the sales margin on key products by increasing the utilisation of the PTA plant at Włocławek;

 to extend the value chain by implementing development projects such as a new Phenol installation aimed at increasing polymer sales and a new Methathesis installation aimed at increasing the utilisation of olefin production; and

 to increase the utilisation of Olefin installation, by 7 percentage points through the construction of the Metathesis installation and the sale of polymers and PTA in total by 0.2 million tonnes by 2017, as compared to 2012 through the construction of the Phenol installation and by the full utilisation of the PTA installation for a maximum of 600 tt PTA/year.

Implementation of the accepted strategy is intended to lead to an average annual growth of EBITDA LIFO by up to PLN 0.6 billion in 2013-2017. Consequently, the capital expenditure in this area is expected to be lower than in the last five years and to amount to approximately PLN 3.5 billion. Together with the additional pool set aside of PLN 1.2 billion, the total value of investments in petrochemicals is PLN 4.7 billion.

Strategy in the Upstream Segment

PKN ORLEN intends to continue the development of its upstream activity. The current activities of the Group focus mostly on politically stable regions, including Central Europe and North America.

The Group's priority is the exploration for shale gas in Poland in the concessions already held by it.

The investments in the upstream segment will amount to at least PLN 2.4 billion and will be allocated to exploration, identification and extraction. Another PLN 2.7 billion may be allocated to either additional works or, depending on the final evaluation of the projects, to the purchase of production assets.

Energy Security Strategy

The Group is currently a producer of thermal and electric energy, which is used to a large extent by its own production plants. The main element of the energy strategy of the Group is the construction of the combined gas and steam unit in Włocławek. The project covers the construction of a unit with a capacity of approximately 463 MWe. The launch of the unit is scheduled for December 2015. The unit will produce process steam and electricity to be used by Anwil. Any surplus will be sold on the market.

The strategic objectives of the Group in the energy area are as follows:

 to increase its energy production capacity through the construction of the plant in Włocławek;

 to modernise the present infrastructure and to adapt the present assets to the standards set forth in the Industrial Emissions Directive; and

 to ensure the overall energy security of the Group.

To achieve these goals, PKN ORLEN plans:

 to participate in new projects in the energy sector by building new energy units based on its own sites;

 to adapt its existing assets to new environmental standards through an investment programme; and

 to boost the efficiency of the existing assets by investing in the power plant in Płock.

RESEARCH AND TECHNOLOGICAL DEVELOPMENT

The Group conducts a range of research and development projects to develop new products, processes and technologies. Such activity is conducted individually within a number of the Group companies and focusses on: improving fuel composition; developing higher performance fuels; analysing the efficiency of output of the Group's plants; reduction of energy consumption; analysing CO2 emissions across all refineries; research related to advanced second and third generation biofuels including bioethanol from cellulose and lignocellulose as well as biodiesel from algae; developing oils for specific purposes; and efficient waste oil segregation.

ADMINISTRATIVE, MANAGING AND SUPERVISORY BODIES

According to the Code of Commercial Partnerships and Companies, the Management Board and Supervisory Board are PKN ORLEN's managing and supervisory bodies, respectively.

Management Board

Management Board's Operation

The main goal of the PKN ORLEN Management Board's activity is to increase the assets assigned to it by the shareholders, respecting the rights and interests of entities other than shareholders who are involved in the operations of the Group, in particular the Group's creditors and employees.

The Management Board ensures the transparency and effectiveness of the Group's management system, and ensures that PKN ORLEN's affairs are managed in accordance with the provisions of law and good practice.

The Management Board's scope of activities includes the management of all of PKN ORLEN's affairs which are not reserved by the Code of Commercial Partnerships or Companies or the PKN ORLEN Statute to be within the competence of other bodies of PKN ORLEN. All Management Board members are obliged and authorised to manage PKN ORLEN's affairs.

The PKN ORLEN Management Board consists of five to ten members, including the President, Vice-President and other members of the Management Board. Management Board members are appointed and recalled by the Supervisory Board; except that one member of the PKN ORLEN Management Board is appointed and recalled by the Supervisory Board at the request of a minister responsible for the State Treasury, for as long as the State Treasury holds at least one share in PKN ORLEN. Particular Management Board members and the entire Management Board may be recalled at any time before the end of the term.

The Management Board's term of office is common for all members and expires upon the completion of an Ordinary General Meeting approving the financial statements for the second full financial year of its term of office. At its meeting on 6 March 2014, the PKN ORLEN Supervisory Board appointed the Management Board for a common three-year term. The new Management Board's term of office began on 16 May 2014, on the day following the Ordinary General Meeting approving the financial statements for 2013.

The Management Board comprises the members listed below

Date of initial Name and surname Position appointment Year of expiry Dariusz Jacek Krawiec ...... Management Board, Chief Executive Officer 18 September 2008 2017 Sławomir Robert Jędrzejczyk ...... Management Board Vice President, Chief Fiancial 18 September 2008 2017 Officer Piotr Chełmiński ...... Management Board Member, Business 10 March 2012 2017 Development/Power and Heat Generation Officer Operations Krystian Pater ...... Management Board Member, Production 15 March 2007 2017 Marek Sylwester Podstawa ...... Management Board Member, Sales 19 March 2012 2017

Dariusz Jacek Krawiec, Chief Executive Officer of The Management Board of PKN ORLEN

Mr. Dariusz Jacek Krawiec is a graduate of Poznań University of Economics. From 1992 to 1997 he worked for Bank PEKAO S.A. and consulting firms Ernst & Young and Price Waterhouse. In 1998, he was with the UK branch of Japanese investment bank Nomura International plc, headquartered in London, where he was responsible for the Polish market. From 1998 to 2002, he served as President of the Management Board and CEO of Impexmetal S.A. In 2002, he became President of the Management Board of Elektrim S.A. From 2003 to 2004, he was managing director for Sindicatum Ltd London. From 2006 to 2008, he served as President of the Management Board of Action S.A. He has a wealth of experience working on corporate supervisory bodies. He has chaired the supervisory boards of Huta Aluminium "Konin" S.A., Metalexfrance S.A. of Paris, S and I S.A. of Lausanne, ce-market.com SA. He has been a member of the supervisory boards of Impexmetal S.A., Elektrim S.A., PTC Sp. z o.o., Elektrim Telekomunikacja Sp. z o.o., Elektrim Magadex S.A., Elektrim Volt S.A. and PTE AIG. From June to September 2008, he acted as Vice- President of the Management Board of PKN ORLEN and, on 18 September 2008, was appointed President of the Management Board and CEO of the Company. Mr. Dariusz Jacek Krawiec was reappointed by the Supervisory Board of PKN ORLEN as the Board's President, on 24 March 2011.

On 6 March 2014, PKN ORLEN's Supervisory Board re-appointed Mr. Dariusz Jacek Krawiec as President of the Management Board, for the common three year term of office, starting 16 May, 2014, on the day following the Ordinary General Meeting approving the financial statements for 2013. Currently, Mr. Dariusz Jacek Krawiec also serves as Chairman of the Supervisory Board of Unipetrol a.s. 94

Sławomir Jędrzejczyk, Chief Financial Officer and Vice-President of the Management Board

Mr. Sławomir Jędrzejczyk is in charge of treasury, controlling, accounting, supply chain management, investor relations, M&A, and IT. His main responsibilities include implementing strategy geared towards increasing value, engaging with the capital markets providing financing, and increasing cash flows through operating excellence, divestments, and projects designed at improving working capital. Currently, he also serves as Vice-Chairman of the Supervisory Board of Unipetrol, a.s. Since 1 January 2014, Mr Sławomir Jędrzejczyk is a Member of the Board of Directors of TriOil Ressources Ldt., Canada.

On 18 September 2008, he was appointed as a Member of the Management Board of PKN ORLEN. On 6 March 2014, the Supervisory Board of PKN ORLEN reappointed Mr. Sławomir Jędrzejczyk to the position of Vice- President of the Management Board, for the common three year term of office, starting 16 May 2014, on the day following the Ordinary General Meeting approving the financial statements for 2013.

Mr Jędrzejczyk graduated from the Łódź University of Technology and obtained the title of British Certified Auditor from the Association of Chartered Certified Accountants. From 2005 to 2008 he served as President of the Management Board and CEO of Emitel. Earlier he had worked for companies listed on the Warsaw Stock Exchange: as Head of the Controlling Division of Telekomunikacja Polska S.A; as Member of the Management Board and Chief Financial Officer at Impexmetal S.A. He also worked for the Audit and Business Advisory Department of PricewaterhouseCoopers.

Piotr Chełmiński, Member of the Management Board, Business Development and Power and Heat Generation Officer

Mr. Piotr Chełmiński is a graduate of the Warsaw University of Agriculture. In 1996, he completed a postgraduate course in management at the University of Management and Marketing in Warsaw (which is a partner of the University of Denver in the U.S.A.). During his professional career he has accumulated years of experience holding various positions on the management boards of Polish and other foreign-owned companies, including listed companies. From 1995 to 1996 he served as Vice-President for sales, marketing and export of Okocimskie Zakłady Piwowarskie S.A. (a brewery). In 1996 he worked for Eckes Granini GmbH & Co. KG (which produces fruit beverages) as Regional Director for the CEE region and as President of its subsidiary, Aronia S.A. From 1999 to 2001 he was a member of the Board of Directors at Browar Dojlidy Sp. z o.o. (a brewery). From 2001 to 2002 he held the position of a Member of the Board of Directors and Member of the Supervisory Board of Werner & Merz Polska Sp. z o.o. (which manufactures products for cleaning, care and conservation). From 2001 to 2006, he served as Member of the Board of Directors and as Member of the Supervisory Board – direct operational supervision of Sales and Marketing, Kamis-Przyprawy S.A. (a leader in the Polish seasoning and spices market). From 2006 to October 2009, he served as Vice-President for Sales and Marketing, Gamet S.A. Toruń, Poland (which produces furniture accessories), and from 2007 to October 2009, as Member of the Board of Directors, Gamet Holdings S.A. Luxembourg.

From 2009 to 2013, Mr. Piotr Chełmiński held the post of Chairman of the Board of Directors and CEO at Unipetrol, a.s.

On 6 March 2012, Mr. Piotr Chełmiński was appointed as a Member of the Management Board responsible for Petrochemical Operations, effective from 10 March 2012. At the same time PKN ORLEN's Supervisory Board appointed him to a position on the Board of Directors of Unipetrol, a.s., a subsidiary of PKN ORLEN. He was entrusted with the post of Member of the Supervisory Board of Unipetrol on 8 April 2013. On 6 March 2014, the Supervisory Board of PKN ORLEN reappointed Mr. Piotr Chełmiński as a Member of the Management Board, for the common three year term of office, starting 16 May 2014, on the day following the Ordinary General Meeting approving the financial statements for 2013. Currently, he also serves as Chairman of the Supervisory Board of ANWIL S.A. and Vice-Chairman of the Supervisory Board of Basell Orlen Polyolefins Sp. z o. o.

Krystian Pater, Member of the Management Board, Production

Mr. Krystian Pater is a graduate of the Nicolaus Copernicus University in Toruń, Faculty of Chemistry. Additionally, he has completed post-graduate courses in: Chemical Engineering and Equipment at the Warsaw University of Technology (1989); Management and Marketing at the Paweł Włodkowic University College in Płock (1997); and Petroleum Sector Management (1998) and Enterprise Value Management (2001-2002) at the Warsaw School of Economics. In 1993, he started working for Petrochemia Płock S.A. and, later on, for PKN ORLEN, where from 2005 to 2007 he served as Executive Director responsible for Refining Production. On 15 March 2007, he was appointed as a Member of the Management Board of PKN ORLEN. On 24 March 2011, Mr. Krystian Pater was reappointed by the Supervisory Board of PKN ORLEN to the position of Member of the Management Board.

On 6 March 2014, the Supervisory Board of PKN ORLEN reappointed Mr. Krystian Pater as a Member of the Management Board, for the common three year term of office, starting 16 May 2014, on the day following the 95

Ordinary General Meeting approving the financial statements for 2013. Currently he is also a Member of the Management Board of AB ORLEN Lietuva and Member of the Supervisory Board of Unipetrol a.s. Additionally, he serves as a Member of the Management Board of CONCAWE and Chairman of the Association of Oil Industry Workers in Płock.

Marek Podstawa, Member of the Management Board, Sales

Mr. Marek Podstawa is a graduate of AGH University of Science and Technology in Kraków, Faculty of Electrical Engineering, Automatics and Electronics (1989), and MBA studies at the University of Minnesota and Warsaw School of Economics (2000). He completed post-graduate courses in International Trade at the Kraków University of Economics and in Business Management at the University of Economics in Katowice. He has completed a number of courses covering a wide range of topics, including: strategy development; leadership; finance; and project management in the U.K., the U.S.A. and the Czech Republic. He has also trained candidates for the supervisory board at the Institute of Business Development in Warsaw.

From 1991 to 1992, he worked as an engineer at the Central Plants of Metallurgy Automation. His career in the fuel sector began in 1993 at DuPont Conoco Poland, where he successively held the posts of Regional Representative and then from 1995 to 1996, Regional Director. At Conoco, he was promoted to Director for Wholesale Programs in 2006 and was Director for Strategic Planning at the company's head office in Houston, Texas from 2007 and 2008. In January 2009, he returned to Poland to become Executive Director for retail sales at PKN ORLEN. He was also Chairman of the Supervisory Board of ORLEN Deutschland GmbH from 2009 to 2011, and a member of the Management Board of Benzina, s.r.o. in 2009 and 2010.

On 14 March 2012, Mr. Marek Podstawa was appointed to the position of Member of PKN ORLEN's Management Board in charge of Sales, effective from 19 March 2012. On 6 March 2014, the Supervisory Board of PKN ORLEN reappointed him to the position of Member of the Management Board, for the common three year term of office, starting 16 May 2014, on the day following the Ordinary General Meeting approving the financial statements for 2013. Currently he also serves as Chairman of the Supervisory Board of ORLEN Deutschland GmbH, ORLEN Paliwa and ORLEN PetroTank. Mr. Marek Podstawa is a Member of the AGH University of Science and Technology Convent, Kraków.

The Management Board members' place of work is PKN ORLEN's registered office (ul. Chemików 7, 09-411 Płock, Poland).

The Management Board members' activities conducted outside PKN ORLEN represent no conflict of interest to PKN ORLEN.

Supervisory Board

Supervisory Board's Manner of Operation

The PKN ORLEN Supervisory Board supervises PKN ORLEN's activity in all areas of its business, in particular it has the competences specified in the Code of Commercial Partnerships and Companies and PKN ORLEN's Statute. The Supervisory Board takes appropriate actions to obtain regular and exhaustive information from the Management Board on all significant matters regarding PKN ORLEN's activities, risk related to those activities and methods of managing that risk.

Supervisory Board Members

The Supervisory Board members are appointed for a common term of office which expires upon the completion of an Ordinary General Meeting approving the financial statements for the second full financial year of its term of office. Individual Supervisory Board members or the entire Supervisory Board may be recalled at any time before the end of the term. A chairperson of the Supervisory Board is appointed at the PKN ORLEN General Meeting, whereas the deputy chairperson and secretary are elected by the Supervisory Board from among the remaining Board members.

The PKN ORLEN Supervisory Board consists of six to nine members. The State Treasury is entitled to appoint and recall one Supervisory Board member, while the other Supervisory Board members are appointed and recalled by the General Meeting.

The Supervisory Board is comprised of the members listed below:

Date of Name and surname Position appointment Year of expiry Angelina Anna Sarota ...... Chairman of the Supervisory Board 27 June 2013 2016 Leszek Jerzy Pawłowicz ...... Vice – Chairman of the Supervisory Board since 18 July 27 June 2013 2016 2013 (Independent Member of the Supervisory Board) Adam Ambrozik ...... Member of the Supervisory Board (Secretary of the 15 May 2014 2016 Supervisory Board since 20 May 2014) Maciej Bałtowski Member of the Supervisory Board 15 May 2014 2016 Cezary Banasiński ...... Member of the Supervisory Board (Independent Member 27 June 2013 2016 of the Supervisory Board) Grzegorz Borowiec ...... Member of the Supervisory Board 27 June 2013 2016 Artur Gabor ...... Member of the Supervisory Board (Independent Member 27 June 2013 2016 of the Supervisory Board) Radosław L. Kwaśnicki Member of the Supervisory Board 15 May 2014 2016 Cezary Możeński ...... Member of the Supervisory Board 27 June 2013 2016

Supervisory Board members' place of work is is PKN ORLEN's registered office (ul. Chemików 7, 09-411 Płock, Poland).

Supervisory Board members' activities conducted outside PKN ORLEN represent no conflict of interest to PKN ORLEN.

COMMITTEES

The Supervisory Board has established four permanent committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee and the Strategy and Development Committee. Below are overviews of the activities of the Nomination and Remuneration Committee and Audit Committee.

Nomination and Remuneration Committee

Competence

The aim of the Nomination and Remuneration Committee is to accomplish the Group's strategic objective, providing the Supervisory Board with opinions and conclusions regarding the development of the management structure, including organisational solutions, remuneration system and recruitment of staff with skills required to ensure the Group's success. The Committee's tasks include:

(a) to initiate and issue opinions on solutions related to the appointment of Management Board members;

(b) to give opinions on solutions proposed by the Management Board with regard to the Group's management system aimed to ensure effective, cohesive and secure management of the Group;

(c) to perform periodic reviews and recommend rules for establishing incentive schemes for Management Board members and senior executives in accordance with the Group's interest;

(d) to perform periodic reviews of the remuneration system for Management Board members and executives reporting directly to Management Board members, including managerial contracts and incentive schemes; and submitting to the Supervisory Board proposals concerning how to develop those schemes within the context of the Group's strategic goals;

(e) to provide the Supervisory Board with opinions regarding performance-based remuneration;

(f) to assess the Group's human resource management.

Appointment of Nomination and Remuneration Committee Members

The Nomination and Remuneration Committee is appointed by the Supervisory Board from among its members. The committee consist of three to five members. A Committee chairperson is elected by resolution of the Committee from among the Committee members.

Members

As at the date of this Prospectus, the Nomination and Remuneration Committee comprises the members listed below:

Name and surname Angelina Sarota Grzegorz Borowiec Cezary Banasiński Adam Ambrozik Maciej Bałtowski

Audit Committee

Audit Committee competence

The Audit Committee's aim is to advise the Supervisory Board on proper implementation of the rules of accounting and financial reporting, on PKN ORLEN's and Group's internal audit, as well as on cooperation with the Group's statutory auditors. The Committee's tasks include:

(a) to monitor the Group's statutory auditors' work and provide the Supervisory Board with recommendations as to the selection and remuneration of the Group's statutory auditors;

(b) to discuss with the Group's statutory auditors – before the start of each annual audit of the financial statements – the nature and scope of the audit and to monitor the coordination of the Group's statutory auditors' works;

(c) to review the Group's interim and annual financial statements (non-consolidated and consolidated) with a particular focus on:

 any changes in accounting standards, rules and practices;

 main areas subject to evaluation;

 major adjustments resulting from the audit;

 going-concern statements; and

 compliance with applicable accounting regulations;

(d) to discuss any problems or concerns that may arise from the audit of financial statements;

(e) to analyse letters to the Management Board drawn up by Group's statutory auditors, independence and impartiality of audits and the Management Board's responses;

(f) to give an opinion on annual and multi-annual financial plans;

(g) to give an opinion on the dividend policy, profit distribution and issues of securities;

(h) to review the management accounting system;

(i) to review the internal audit system, including financial, operational, compliance, risk assessment and management controls;

(j) to analyse the Group's internal audit reports and main observations from other internal analysts, as well as the Management Board's responses to those observations, including the assessment of internal auditors' level of independence and providing consultation on the Management Board's intended appointment or dismissal of the head of the unit responsible for the internal audit;

(k) to review, on an annual basis, the internal audit programme, coordinating internal and external audit activities and examining the conditions for performing internal audits;

(l) to cooperate with the Group's organisational units responsible for audit and control, including to assess their work on a periodic basis;

(m) to consider any issues connected with the Group's audit indicated by the Committee or the Supervisory Board; and 98

(n) to inform the Supervisory Board of any significant issues related to the Audit Committee's activities.

Audit Committee meetings are held not less than once a quarter before the Group's financial statements are published.

Appointment of Audit Committee members

The Audit Committee is appointed by the Supervisory Board from among its members. The Committee consists of three to five members (including at least two independent members and at least one with skills and experience in the areas of accounting and finance). A Committee chairperson is elected by resolution of the Committee from among the Committee members.

Members

As at the date of this Prospectus, the Audit Committee comprises the members listed below:

Name and surname Artur Gabor Leszek Pawłowicz Grzegorz Borowiec Radosław L. Kwaśnicki

Two members of the Supervisory Board's Audit Committee, Artur Gabor and Leszek Pawlowicz, meet the criteria of an independent Supervisory Board member within the meaning of the WSE corporate governance principles. Both of them also satisfy the qualifying criteria for skills and experience in the areas of accounting and finance.

Coporate Governance Committee

Corporate Governance Committee competence

The aim of the Corporate Governance Committee is to evaluate the implementation of the corporate governance principles. The Committee's tasks include:

(a) to submit recommendations to the Supervisory Board as to the implementation of the corporate governance principles;

(b) to issue opinions on corporate governance documents;

(c) to evaluate reports concerning compliance with the corporate governance principles prepared for the Warsaw Stock Exchange;

(d) to issue opinions on the proposed amendments of PKN ORLEN's corporate documents; and

(e) to monitor the management of PKN ORLEN in terms of legal and regulatory compliance, including the compliance with PKN ORLEN's Code of Ethics and the corporate governance principles.

Appointment of Corporate Governance Committee members

The Corporate Governance Committee is appointed by the Supervisory Board from among its members. The committee consists of three to five members. A Committee chairperson is elected by resolution of the Committee from among the Committee members.

Members

As at the date of this Prospectus, the Corporate Governance Committee comprises the members listed below:

Name and surname Cezary Możeński Angelina Sarota Maciej Bałtowski Radosław L. Kwaśnicki

Strategy and Development Committee

Strategy and Development Committee competence

The aim of the Strategy and Development Committee is to issue opinions and submit recommendations to the Supervisory Board on planned investments and divestments which exert a material impact on the Group's assets. The Committee's tasks include:

(a) assessing the effect of planned and conducted investments and divestments on the Group's assets;

(b) evaluating the activities, contracts, letters of intent and other documents relating to acquisitions, sales, encumbrances or any other disposals of PKN ORLEN's material assets;

(d) issuing opinions on PKN ORLEN's development strategy, including its long-term financial plans.

Appointment of Strategy and Development Committee members

The Strategy and Development Committee is appointed by the Supervisory Board from among its members. The Committee consist of three to five members. A Committee chairperson is elected by resolution of the Committee from among the Committee members.

Members

As at the date of this Prospectus, the Strategy and Development Committee comprises the members listed below:

Name and surname Cezary Banasiński Leszek Pawłowicz Angelina Sarota Artur Gabor Cezary Możeński

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SHAREHOLDERS

PKN ORLEN's shares are listed on the main market of the Warsaw Stock Exchange in the continuous trading system and are included in the company indexes WIG20, WIG30 and WIG as well as the industry index WIG-PALIWA (WIG-FUELS). Since 19 November 2009, PKN ORLEN's shares are quoted among the companies engaged in corporate social responsibility - Respect Index.

There are no restrictions as to the transfer of ownership rights to PKN ORLEN shares.

Shown below is a list of PKN ORLEN shareholders with holdings in excess of 5 per cent., including the number of shares owned, the nominal value of the shares owned and the percentage share in the Group's equity capital. Except as provided for below, one share in PKN ORLEN gives the right to one vote at the General Meeting.

The following table shows the shareholding structure of PKN ORLEN as at 15 May 2014:

PKN ORLEN Shareholding Structure

Number of shares/voting Nominal value of shares Share in share capital Shareholders rights (PLN) (per cent.) State Treasury ...... 117,710,196 147,137,745 27.52 ING OFE* ...... 40,000,000 50,000,000 9.35 Aviva OFE* ...... 30,000,000 37,500,000 7.01 Other ...... 239,998,865 299,998,581 56.12 Total ...... 427,709,061 534,636,326 100.00 ______* according to the information from the Ordinary General Meeting of PKN ORLEN of 15 May 2014

Currently, the main shareholder in PKN ORLEN is the State Treasury with a total of 27.52 per cent. of shares. According to the provisions of PKN ORLEN's Statute, as long as the State Treasury is a shareholder in PKN ORLEN, i.e. holds at least one share:

(a) one member of the PKN ORLEN Management Board is appointed and recalled by the Supervisory Board at the request of a minister responsible for the State Treasury; and

(b) the minister responsible for the State Treasury also has the right to appoint and dismiss one member of the PKN ORLEN Supervisory Board and the related right to veto Supervisory Board resolutions on the approval for the sale or encumbrance, in any way, of shares in the following companies: Naftoport Sp. z o.o., Inowroclawskie Kopalnie Soli S.A., and a company to be established in order to operate pipeline transport of liquid fuels. The resolutions require an 'in favour' vote to be cast by a Supervisory Board member appointed by the State Treasury.

Additionally, specific rights vested in the State Treasury shareholders may also arise out of commonly applicable provisions of law. Such entitlements arise in particular from the Act on Specific Rights Vested in the Minister responsible for the State Treasury. Pursuant to the such act, the Minister responsible for the State Treasury has the right (within 14 days of the Minister being informed of the adoption of the resolution or the management board having taken an act in law, but no later than 30 days after the resolution having been adopted or the act in law taken) to veto resolutions of PKN ORLEN's Management Board concerning:

(a) dissolution of PKN ORLEN;

(b) disposal, change of function of, or ceasing, the exploitation of PKN ORLEN's assets disclosed in the uniform list of facilities, installations, appliances and services comprised in the critical infrastructure, referred to in article 5b(7)(1) of the Act of 26 April 2007 on Crisis Management (Journal of Laws, No. 89(590), as amended);

(d) disposal or lease of the PKN ORLEN's enterprise or its organised part and establishment of a limited property right thereon;

(e) adoption of the operational and financial plan, investment activity plan or long-term strategic plan; or

(f) moving PKN ORLEN's seat abroad,

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provided that such a resolution or action, if performed, would actually pose a real threat to the operations, business continuity and integrity of the critical infrastructure.

The voting rights of PKN ORLEN's shareholders is restricted to the extent that at a General Meeting of shareholders, no shareholder may exercise more than 10 per cent. of the total votes existing as at the date of the General Meeting. However, such restriction does not apply for the purpose of determining the duties of an acquirer of a significant stake in accordance with: the Competition and Consumer Protection Act of 16 February 2007; the Accounting Act of 29 September 1994; the Act of 22 September 2006 on Transparency of Financial Relations between Public Authorities and Public Entrepreneurs and on Financial Transparency of Certain Entrepreneurs; or the Act of 29 July 2005 on Public Offering and Terms for Introducing Financial Instruments to the Organised Trading System and Public Companies.

The restriction does not apply to the State Treasury or to a depository bank which issued depositary receipts in connection with PKN ORLEN's shares under an agreement with PKN ORLEN (where the bank exercises voting rights in respect of PKN ORLEN's shares). Voting rights exercised by a subsidiary are deemed to be exercised by the parent company within the meaning of the above mentioned acts. In order to calculate the number of votes held by a shareholder the voting rights from the shares is added to the number of votes that the particular shareholder would acquire in the event of converting the held depositary receipts into shares.

COURT AND ARBITRATION PROCEEDINGS

From 2011 – 2014 the below current proceedings are pending and involve whether within or outside the normal course of Group's business activity and might have recently had or did have a significant impact on the Group's financial standing or profitability. The significance referred to in the preceding sentence was assessed based on the following criteria: (i) the value of the dispute is not less than 10 per cent. of PKN ORLEN 's shareholders' equity (as of 31 March 2014, 10 per cent. of PKN ORLEN 's shareholders' equity amounted to PLN 2.30 billion) or (ii) the proceedings were reported in PKN ORLEN's consolidated quarterly reports.

Proceedings involving Group Members as Defendants

1. Sale of Assets and Receivables in Relation to the Purchase of Unipetrol Shares

The claim by Agrofert Holding a.s. (Agrofert) is for compensation for losses related among other things to alleged unfair competition of PKN ORLEN and alleged damage to the reputation of Agrofert in relation to the purchase by PKN ORLEN of UNIPETROL a.s. shares. On 21 October 2010 the Court of Arbitration in Prague overruled the entire claim of Agrofert against PKN ORLEN (the claim was for PLN 2,959 million translated using the exchange rate as at 31 March 2014 (representing CZK 19,464 million) with interest) and obliged Agrofert to cover the cost of proceedings born by PKN ORLEN. On 3 October 2011, PKN ORLEN received from the common court in Prague (Czech Republic) a claim overrulling the sentence of the Arbitration Court, which was attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic in Prague issued on 21 October 2010. The complaint was dismissed by the appeal court in Prague pursuant to a ruling dated 24 January 2014. Agrofert is in the process of appealing the above matter. In the opinion of PKN ORLEN the decision included in the judgment of the Arbitration Court dated 21 October 2010 and in the judgment of the court in Prague dated 24 January 2014 are correct and it intends to take all necessary steps to uphold the judgment.

No provision has been made in respect of the above proceeding.

2. Tax proceedings Against Rafineria Trzebinia Concerning Excise Duties

Following proceedings by the Customs Office in 2005 concerning the excise tax liability of Rafineria Trzebinia S.A. from May-September 2004, the proceedings in respect of the excise tax liability for September 2004 have been confirmed by the decision of the Supreme Administrative Court of 7 October 2013 and the entire liability paid by Rafineria Trzebinia S.A.

The proceedings in respect of the excise tax liability for May-August 2004 are still pending.

The Group provided for the estimated results of the above decision in 2013.

3. The Proceedings Concerning System/Fee in Settlements with ENERGA-OPERATOR S.A. (legal successor of Zakład Energetyczny Płock S.A.)

This legal action relates to the settlement of the disputed system fee for the period from 5 July 2001 to 30 June 2002 in the amount of PLN 46.2 million plus statutory interest.

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In its ruling of 25 June 2008, the District Court in Warsaw dismissed the complaint by ENERGA- OPERATOR S.A. against PKN ORLEN in its entirety. In its ruling of 4 August 2011, the Court of Appeal in Warsaw dismissed the above decision and submitted the case for re-examination to the court of first instance.

The court has set the date of the next hearing to be on 29 September 2014.

4. Action Against Unipetrol RPA for Damages

On 23 May 2012, Unipetrol RPA received a motion from the Ostrava District Court lodged by I.P.-95 s.r.o. for damages in connection with Unipetrol's filing for I.P.-95 s.r.o. bankruptcy in November 2009. The total amount claimed is approximately CZK 1,789 million (according to the NBP exchange rate as of 31 March 2014, corresponding to approximately PLN 272 million). Unipetrol RPA is one of eight entities challenged to severally pay the above amount.

Unipetrol RPA believes the claim to be unjustified and groundless. The case is being considered by the Ostrava District Court. The parties await the date of the first hearing to be set.

KEY AGREEMENTS – A SUMMARY OF KEY AGREEMENTS RELATING TO THE OPERATIONS OF THE GROUP

Supply of Goods and Services Agreements

Supply Agreement between ORLEN Deutschland and Lekkerland Deutschland

On 7 February 2012, ORLEN Deutschland and Lekkerland Deutschland GmbH & Co. KG entered into a long-term agreement for the supply of goods and services (such as groceries, beverages and car accessories), which are to be resold at the petrol stations of ORLEN Deutschland. The agreement is in effect until 31 January 2015 and subject to automatic annual renewal.

Supply Agreement between PKN ORLEN and Kolporter Spółka

On 30 January 2014 PKN ORLEN signed an agreement with Kolporter Spółka z ograniczoną odpowiedzialnością S.K.A. for the delivery to PKN ORLEN petrol stations of non-fuel goods.

Crude Oil Supply Agreements

(a) Crude Oil Supply Agreements Entered into between PKN ORLEN and Mercuria Energy Trading S.A.

On 1 December 2009, PKN ORLEN entered into a crude oil supply agreement with Mercuria Energy Trading S.A., which has since been extended to 31 December 2015. The agreement provides for supplies of 3.6 million tonnes of REBCO crude oil per year to PKN ORLEN using the Druzhba pipeline. In some scenarios, the agreement allows for shipment of the supplies by sea to Gdańsk.

(b) Crude Oil Supply Agreements entered into between PKN ORLEN and Rosneft

On 1 February 2013, PKN ORLEN entered into a crude oil supply agreement with Rosneft oil company. The agreement provides for supplies of approximately 6 million tonnes of crude oil per year via the Druzhba pipeline to PKN ORLEN. REBCO crude oil will be supplied to the refinery in Płock. The agreement is in effect from 1 February 2013 to 31 January 2016 and, in some instances, it allows for shipment of the supplies by sea to Gdańsk.

On 21 June 2013, PKN ORLEN signed an agreement with Rosneft for REBCO crude oil deliveries of up to 8.28 million tonnes through the Przyjazn pipeline to Unipetrol RPA s.r.o. The agreement is valid from 1 July 2013 to 30 June 2016. On 28 March 2014, PKN ORLEN and Rosneft signed an annex to the agreement of 21 June 2013. The annex provides for a monthly increase of crude oil volumes deliveries to Unipetrol RPA s.r.o. by 50 thousand tonnes of REBCO crude oil and was entered into following an increase in refining capacity of Unipetrol RPA s.r.o. The annex is valid from 1 April 2014 to 31 June 2016.

A REBCO crude oil purchase agreement dated 22 December 2011, entered into between PKN ORLEN as the buyer and Souz Petrolium SA as the seller, covers the period from 1 January 2012 to 31 December 2014. However, each subsequent calendar year is treated as a separate contract year for which annual order volumes are agreed in the preceding contract year. The agreement specifies the mechanism for calculating the quantity of crude oil to be supplied to the buyer in each contract year, as well as the terms and clauses for

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determining the price of the oil being purchased. The agreement also sets out the payment procedure for each shipment. Any payments under the agreement are made in US dollars.

The agreement states that crude oil will be supplied to PKN ORLEN via the Druzhba pipeline on a DAF basis as set forth in INCOTERMS 2000. The agreement also stipulates an alternative method of supplying crude oil to PKN ORLEN, in the event that it is not possible to supply it through the Druzhba pipeline. In such cases, crude oil will be supplied by sea to Gdańsk on a DES basis as set forth in INCOTERMS 2000.

Additionally, the agreement stipulates that the seller will order a first-class internationally reputed bank to issue in advance, for each subsequent contract year, an unconditional and irrevocable bank guarantee, payable on first demand in US dollars. The agreement expires as of 31 December 2014. Each party may terminate the agreement without stating the cause with twelve months' notice, upon serving a prior written notice of termination on the other party.

(d) Spot Contracts

The fixed term contracts referred to above ensure the continuity of raw material supplies to the refinery plants, and contain supply guarantee clauses based on financial guarantees. These contracts provide approximately 55 per cent. of the Group crude oil supplies. The remaining 45 per cent. of crude oil supplies come from spot contracts.

Spot crude oil supply agreements are standardised. The majority of the spot crude oil supply agreements are governed by English law. Any disputes arising from such agreements are referred to English courts or courts of arbitration seated in England.

The agreements stipulate quality standards, the method of testing crude oil and documentation requirements. The price of crude oil is in USD. The point at which the risk of losing a product, or title to purchased goods, is transferred is in governed by appropriate contractual provisions (which tend to refer to the INCOTERMS 2000 rules). Most spot contracts may be terminated by either party in the event of the other party's bankruptcy. The agreements also stipulate, as a rule, the procedure to be applied if supplies cannot be delivered or received due to circumstances not attributable to either party. In such case, the performance obligation typically expires if such a situation continues for more than 30 days. This also constitutes grounds for each party to terminate the contract with immediate effect.

Crude Oil and Zielona Góra Condensates Supply Agreement

This agreement was entered into between PGNiG as the seller and Rafineria Trzebinia S.A. as the buyer. The agreement concerns the sale of crude oil and Zielona Góra condensates (the "Goods"). The volume of supplies is set forth annually, however, for the fourth quarter of 2012, it amounted to 19,500 tonnes per month (+/- 15 per cent.). The seller's receivables under the agreement are backed by the buyer by: (i) a statement on submission to enforcement, (ii) an agreement on the assignment of claims under agreements on the sale of products obtained from processing the Goods, and (iii) a capped mortgage over the buyer's real property. The agreement was entered into for an indefinite term, however, each party may terminate the agreement upon six months' notice.

Crude Oil Storage Agreement

As of the date of the Prospectus, PKN ORLEN was a party to the following material agreement concerning the storage of petroleum products:

Mandate agreement of 27 June 2013 between the PKN ORLEN and Neon Poland Sp. z o.o.

On 27 June 2013, PKN ORLEN concluded an agreement for the sale of crude oil (the "Sales Agreement") with Neon Poland Sp. z o.o. ("Neon") as well as an agreement for the creation and maintenance of crude oil obligatory inventories ("Agreement for Creation and Keeping of Inventories"). Neon is a SPV, established at the request of RBS Polish Financial Advisory Services Sp. z o.o., which is a subsidiary of The Royal Bank of Scotland plc. Neon in its statutory activities includes turnover of crude oil.

On the basis of the Sales Agreement, PKN ORLEN sold crude oil valued at approximately USD 314 million (i.e. approximately PLN 1,044 million based on the USD/PLN average exchange rate as of the date of the contract, stated by National Bank of Poland). The crude oil price was established according to market quotations. On the basis of the Agreement for Creation and Keeping of Inventories, Neon provides services of keeping of crude oil obligatory inventories on behalf of PKN ORLEN, and PKN ORLEN guarantees the storage of the inventories in their current location. The Agreement for Creation and Keeping of Inventories was concluded for the period until 29 January 2015. The above Agreements were concluded after receipt by PKN ORLEN of the approval of the Material Reserves Agency for each transaction. 104

In addition, PKN ORLEN also signed an agreement with Neon, under which PKN ORLEN has granted Neon a short- term loan in the amount of approximately PLN 240 million, with interest at market rates. The loan also provides for VAT, which Neon is obliged to pay in connection with the Sales Agreement.

Petroleum Products Sale Agreements Entered into by the Group

As of the date of the Prospectus, the Group was a party to the following material agreements concerning the sale of petroleum products:

(a) On 10 January 2014, PKN ORLEN signed a one-year agreement with BP Europa SE, in Poland ("BP Europa"), a member of the BP group. The agreement was signed for sales by PKN ORLEN of gasoline and diesel oil to BP Europa for the period between 1 January 2014 and 31 December 2014.

(b) On 10 January 2014, PKN ORLEN signed a one-year agreement with Lukoil Polska Sp. z o.o. ("Lukoil Polska"), a member of the Lukoil group. The agreement was signed for sales by PKN ORLEN of gasoline and diesel oil to Lukoil Polska for the period between 1 January 2014 and 31 December 2014.

(c) On 31 January 2014, Unipetrol RPA s.r.o. ("Unipetrol RPA"), a subsidiary of Unipetrol a.s., signed two agreements with Shell Czech Republic a.s. ("Shell Czech Republic"), a member of the Shell group. The first agreement was signed for sales by Unipetrol RPA of fuels to Shell Czech Republic for the period between 31 January 2014 and 31 December 2018. On the basis of the second agreement, Unipetrol RPA acquires inventories of crude oil and refining products from Shell Czech Republic.

(d) On 17 January 2014, PKN ORLEN signed an agreement with OW Supply & Trading A/S, a company belonging to the Wrist group. The agreement was signed for the sales by PKN ORLEN of heavy heating oil to OW Supply & Trading A/S for the period between 1 January 2014 and 31 December 2015.

(e) On 7 December 2010, PKN ORLEN and SK Eurochem Sp. z o.o. entered into an agreement for the supply and sale of PTA (purified terephtalic acid). The agreement was concluded for an indefinite term on 7 December 2010 and was amended by subsequent annexes. The PTA is delivered by pipeline, with ownership transferred at the time of delivery. The pipeline used for carrying the shipments remains the property of PKN ORLEN.

(f) On 20 December 2013, ORLEN Lietuva signed a one year agreement with Trafigura Pte Ltd, a company belonging to the group of TRAFIGURA BEHEER B.V. The agreement was signed for the sales by ORLEN Lietuva of gasoline to Trafigura Pte Ltd for the period between 1 January 2014 and 31 December 2014.

(g) On 27 December 2013, the Management Board of ORLEN Lietuva signed a one year agreement with UAB Lukoil Baltija, a company belonging to the Lukoil group, for sales of gasoline and diesel in the period from 1 January 2014 to 31 December 2014.

(h) On 17 January 2014, ORLEN Lietuva signed a one year agreement with Gunvor SA, a company belonging to the Gunvor group. The agreement was for the sale by ORLEN Lietuva of diesel to Gunvor SA for the period between 1 January 2014 to 31 December 2014.

(i) On 28 January 2014, ORLEN Lietuva signed a one year agreement with VITOL S.A., a company belonging to the group of Vitol Holding B.V. The agreement was signed for the sales by ORLEN Lietuva of high- sulphur fuel oil (HSFO) to VITOL S.A. for the period between 1 January 2014 and 31 December 2014.

Facility Agreement of 25 April 2014 to Refinance Existing Credit Lines and Fund PKN ORLEN's Operations (the "Facility Agreement")

On 25 April 2014, in order to refinance its main credit line, PKN ORLEN signed a credit agreement with a syndicate of 17 banks for up to EUR 2 billion (i.e. approximately PLN 8,406 million, based on the average EUR/PLN exchange rate as of the date of the contract, as stated by the National Bank of Poland). The agreement replaced the credit agreement dated 28 April 2011 (which had a maximum debt value of EUR 2,625 million) signed with a syndicate of 14 banks. The Facility Agreement is valid for five years with two one year options to extend the contractual period. According to the Facility Agreement, EUR 1.5 billion (i.e. approximately PLN 6,305 million, based on the average EUR/PLN exchange rate as of the date of the contract, as stated by the National Bank of Poland) may be used for the repayment of debt from the credit agreement dated 28 April 2011, with the remaining EUR 500 million (i.e. approximately PLN 2,102 million based on the average EUR/PLN exchange rate as of the date of the contract, as stated by the National Bank of Poland) for the general corporate purposes of the Group.

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Investment Agreements

Agreement for the construction of a gas and steam power plant in Włocławek of 4 December 2012, concluded between PKN ORLEN and General Electric International Inc., acting through General Electric International S.A., branch in Poland, and SNC-Lavalin Polska Sp. z o.o.

The agreement concerns turnkey construction of a complete gas and steam power plant within the parameters specified in the agreement. The scope of work includes the supply of equipment and installations, construction work and services related to performing the agreement. The order stipulated in the agreement must be fulfilled within 36 months from the date of signing the agreement.

Agreement for the design, delivery and turnkey construction of a calatytic flue gas denitrification and flue gas dust removal plant from the boilers of the heat and power plant in PKN ORLEN's Production Facility of 12 July 2012, entered into between PKN ORLEN and Polimex-Mostostal S.A.

The agreement concerns turnkey construction of a complete calatytic flue gas denitrification and flue gas dust removal plant for the boilers of the heat and power plant in PKN ORLEN's production facility. The scope of work includes installation design, supply of equipment and installations, construction work and services related to performing the agreement.

As a rule, performance bonds are to be provided in the form of bank guarantees issued at the contractors' request in the amount of: (i) 15 per cent. of a given part of the plant (boiler) until the plant (i.e. individual boiler) is accepted, and (ii) 10 per cent. of the value of a given part of the plant (boiler) during the primary guarantee term, with an option to reduce it to 5 per cent. upon lapse of the mechanical guarantees.

The mechanical guarantee concerning the subject of deliveries being carried out in performance of the agreement is in effect for 36 months from the date of signing the acceptance report for a given item (boiler). The guarantee concerning the operation of a modernised boiler is in effect for 48 months from the date of signing the acceptance report for a given item (boiler).

Notwithstanding the foregoing, the agreement stipulates a number of penalties for failing to meet the technical specifications set forth in the agreement, but cannot exceed in total 30 per cent. of the value of a given part of the plant (boiler).

PKN ORLEN may rescind the agreement upon thirty days' notice, but no later than on 24 November 2016. Furthermore, PKN ORLEN may rescind the agreement for reasons attributable to the contractor. In such cases, PKN ORLEN may demand payment of a contractual penalty equivalent to 10 per cent. of the remuneration stipulated in the agreement. Detailed terms specifying the circumstances and grounds for terminating the agreement are set forth in the relevant clauses of the agreement.

Agreement for the Construction of a Flue Gas Desulphurisation Plant

On 19 March 2013, PKN ORLEN entered into an agreement with a consortium comprising ORLEN Projekt and Fisia Babcock Environment GmbH concerning construction of a Flue Gas Desulphurisation Plant in the heat and power plant of the Production Facility in Płock. The cost of construction is estimated at PLN 410 million. As a result of implementing new technologies, sulphur dioxide emissions are estimated to decrease by 97 per cent. The new project is planned to be commissioned in late 2015.

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TAXATION

The following is a general description of certain Polish and Swedish and other tax considerations relating to the Bonds. It does not purport to be a complete analysis of all tax considerations relating to the Bonds whether in those countries or elsewhere. Prospective purchasers of Bonds should consult their own tax advisers as to the consequences under the tax laws of the country of which they are resident for tax purposes and the tax laws of Poland and Sweden of acquiring, holding and disposing of Bonds and receiving payments of interest, principal and/or other amounts under the Bonds. This summary is based upon the law as in effect on the date of this Prospectus and is subject to any change in law that may take effect after such date.

Investors should also note that the appointment by an investor in Bonds, or any person through which an investor holds Bonds, of a custodian, collection agent or similar person in relation to such Bonds in any jurisdiction may have tax implications. Investors should consult their own tax advisers in relation to the tax consequences for them of any such appointment.

Poland

Republic of Poland

The following is a discussion of certain Polish tax considerations relevant to an investor resident in Poland or which is otherwise subject to Polish taxation. This statement should not be deemed to be tax advice. It is based on Polish tax laws and, as its interpretation refers to the position as at the date of this prospectus, it may thus be subject to change including a change with retroactive effect. Any change may negatively affect tax treatment, as described below. This description does not purport to be complete with respect to all tax information that may be relevant to investors due to their personal circumstances. Prospective purchasers of the Bonds are advised to consult their professional tax advisor regarding the tax consequences of the purchase, ownership, disposal, redemption or transfer without consideration of the Bonds. The information provided below does not cover tax consequences concerning income tax exemptions applicable to specific taxable items or specific taxpayers (e.g. domestic or foreign investment funds).

The reference to "interest" as well as to any other terms in the paragraphs below means "interest" or any other term as understood in Polish tax law.

1. INCOME TAX

1.1 Taxation of Polish tax resident individuals (natural persons)

Under Article 3.1 of the Polish Personal Income Tax Act dated 26 July 1991, as amended (the PIT Act), natural persons are subject to tax liability affecting their entire income (revenues) regardless of the location of the source of such revenues (unlimited tax liability) if they have their place of residence in the territory of the Republic of Poland. A person whose place of residence is in the Republic of Poland is the natural person who:

 has his/her centre of personal or economic interests (centre of life interests) within the territory of the Republic of Poland; or

 is present in the territory of the Republic of Poland for more than 183 days in a tax year (Article 3.1a of the PIT Act).

These rules apply without prejudice to double taxation conventions signed by the Republic of Poland (Article 4a of the PIT Act).

(a) Capital gains from disposal of the Bonds

Capital gains from disposal of the Bonds, derived by a Polish tax resident individual from the Bonds held as non-business assets, are not cumulated with general income subject to progressive tax rates and are subject to 19 per cent. flat-rate tax. Additionally, no tax is withheld by a tax remitter, but the tax should be settled by the taxpayer by 30 April of the following year. 107

If an individual holds the Bonds as a business asset, in principle, the income should be taxed in the same way as other business income. The tax, at 19 per cent. flat rate or the 18 per cent. to 32 per cent. progressive tax rate depending on the choice and certain conditions being met by the individual, should be settled by the individual himself/herself.

(b) Withholding tax on interest (including discount) income

According to Article 30a.1.2 of the PIT Act, interest income, including discounts, derived by a Polish tax resident individual (as defined above) does not cumulate with general income subject to the progressive tax rate but is subject to 19 per cent. flat-rate tax.

Withholding tax incurred outside Poland (including countries which have not concluded a tax treaty with Poland), up to an amount equal to the tax paid abroad, but not higher than 19 per cent. tax on the interest amount, could be deducted from the Polish tax liability. Double tax treaties in particular can provide other methods of withholding tax settlements.

Under Art. 41.4 of the PIT Act, the interest payer, other than an individual not acting within the scope of his/her business activity, should withhold the 19 per cent. Polish tax upon any interest payment. In practice, the obligation to withhold tax applies only to Polish interest payers and not foreign payers. Under the Art. 41.4d of the PIT Act, tax on interest or discount on securities is withheld by entities keeping securities accounts for taxpayers, in their capacity as tax remitters, if the income (revenue) is earned in the territory of Poland and is associated with the securities registered in these accounts, and, further, if relevant payments are made to the taxpayers through those entities. However, given that the interest on Bonds may be classified as not earned in Poland and the term "person making the interest payment" is not precisely defined in the law, under some interpretations issued by the Polish tax authorities, in certain cases Polish banks or Polish brokerage houses maintaining securities accounts may refuse to withhold the tax based on the fact that they are acting only as an intermediary and therefore should not be obliged under Polish law to remit due tax. According to Article 45.3b of the PIT Act, if the tax is not withheld, the individual is obliged to settle the tax himself/herself by 30 April of the following year.

If a Polish tax resident individual holds the Bonds as a business asset, in principle, interest should not be subject to withholding tax but taxed in the same way as other business income. The tax, at 19 per cent. flat rate or the 18 per cent. to 32 per cent. progressive tax rate depending on the choice and certain conditions being met by the individual, should be settled by the individual himself/herself.

1.2 Taxation of a Polish tax resident corporate income taxpayer

A Polish tax resident, i.e. corporate income taxpayer having its registered office or place of management in Poland should be subject to 19 per cent. income tax on the Bonds (both on any capital gain and on interest/discount) following the same principles as those which apply to any other income received from business activity. As a rule, for Polish income tax purposes, interest is recognised as taxable revenue on a cash basis, that is when it is received and not when it has accrued. In respect of capital gains, the cost of acquiring the Bonds should be recognised at the time the revenue is achieved. The taxpayer independently (without the involvement of the tax remitter) settles tax on interest (discount) or capital gains on Bonds, which is aggregated with other income derived from business operations conducted by the taxpayer.

1.3 Bonds held by a non-Polish tax resident individual or corporate

Non-Polish tax residents are:

 natural persons if they do not have their place of residence in the territory of the Republic of Poland (Art. 3.2a of the Pit Act);

 corporate income taxpayer s if they do not have its registered office or place of management in Poland Art. 3.2 of the Polish Corporate Income Tax Act dated 15 February 1992, as amended (the CIT Act) 108

Non-Polish residents are subject to Polish income tax only on their income earned in Poland. Although there are no clear provisions of Polish tax law, if the Bonds are issued by a foreign entity, in principle, interest should not be considered as having been earned in Poland. Capital gains should also not be considered as arising in Poland unless the securities are traded on a stock exchange in Poland (the Warsaw Stock Exchange). However, if the latter is the case, most of the tax treaties concluded by Poland provide for Polish tax exemption on capital gains earned in Poland by a foreign tax resident. In order to benefit from a tax treaty, a foreign investor should present a relevant certificate of its tax residency.

Guarantee payments made by the Guarantor to non-Polish tax resident individuals and corporates might be subject to domestic 20 per cent. withholding tax if they would be qualified as revenues from guarantee and surety supplies within the meaning of Art. 29.1.5 of the PIT Act or Art. 21.1.2a CIT Act. However, most of the tax treaties concluded by Poland provide for Polish tax exemption on such revenues earned in Poland by a foreign tax resident. In order to benefit from a tax treaty, the person making a payment qualified as above should receive a relevant tax residency certificate of the non-Polish tax resident individuals and/or corporates receiving the payment (other documents may be required in specific cases).

There is also a risk that certain payments (those corresponding to interest) made by the Guarantor are subject to Polish withholding tax if they were classified by the tax authorities as interest derived from Poland. If this were the case, domestic 19 per cent. (in case of non-resident individuals) or 20 per cent. (in case of non- resident corporates) withholding tax would apply unless the interest recipient benefitted from a reduced rate or an exemption under the relevant double tax treaty. In order to benefit from a reduced rate or an exemption under the relevant double tax treaty, the interest recipient would need to produce the relevant certificate of tax residency (other documents may be required in specific cases).

If a foreign recipient of income acts through a permanent establishment in Poland, to which the interest is related, as a matter of principle it should be treated in the same manner as a Polish tax resident.

2. PCC – TAX ON CIVIL LAW TRANSACTIONS

PCC is levied on civil law transactions, such as a sale or exchange of rights, if such rights are exercisable in Poland or, if exercisable abroad and the acquirer is a Polish resident and the transaction is carried out in Poland. As a rule, given that the issuer is a non-Polish entity, the Bonds should not be considered as rights exercisable in Poland.

Neither an issuance of Bonds nor redemption of Bonds is subject to PCC.

PCC on the sale or exchange of Bonds (which, as a rule are considered to be rights) is 1 per cent. of their market value. It is payable within 14 days after the sale or exchange agreement has been entered into. However, if such agreement has been entered into in notarial form, the tax due should be withheld and paid by the notary public. PCC on sale of the Bonds is payable by the entity acquiring the Bonds. In the case of exchange agreements, PCC should be payable by both parties jointly and severally.

However, the sale of the Bonds: (i) to investment firms or foreign investment firms, (ii) made with the intermediation of investment firms or foreign investment firms; (iii) made through organised trading, or (iv) made outside an organised trading by investment firms or foreign investment firms if the proprietary rights were acquired by those firms through organised trading, as defined in the Act on Trading in Financial Instruments, is exempt from PCC.

3. TAX ON INHERITANCE AND DONATIONS

Tax on inheritance and donations is levied on the acquisition by natural persons of property located, and economic rights (including securities) exercised in Poland, by way of among others, inheritance, ordinary legacy, further legacy, legacy per vindicationem, bequest, donation or donor’s order. The tax on inheritance on donations is also imposed on the acquisition of property located abroad or of property rights exercised abroad if, on the date of the opening of the succession or conclusion of a donation agreement, the acquirer was a Polish citizen or had a permanent residence in Poland.

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The tax liability is born by the person acquiring the property or economic rights. The tax base is, usually, the value of the acquired property and economic rights, after the deduction of any debts and encumbrances (net value), determined as at the date of acquisition and at the market prices prevailing on the date on which the tax obligation arises.

The rates of the tax on inheritances and donations vary and are determined by the degree of consanguinity or affinity or any other personal relationship between the heir and the testator or the donor and the donee.

The taxpayers are required to file, within one month of the date on which the tax liability arose, a tax return disclosing the acquisition of property or economic rights on an appropriate form with the head of the relevant tax office. The tax is payable within 14 days of receiving the decision of the head of the relevant tax office assessing the amount of the tax liability. If the agreement is concluded in the form of a notarial deed, the tax on inheritance and donations shall be collected and remitted by the notary public.

Securities acquired by close relatives (a spouse, descendants, ascendants, stepchildren, siblings, stepfather and stepmother) are tax-exempt subject to filing an appropriate notice with the head of the relevant tax office in due time. The aforementioned exemption applies if, at the time of acquisition, the acquirer was a citizen of any of the EU (EEA) member state.

Tax is not levied on an acquisition of economic rights exercised in the territory of Poland (including securities) if on the date of such acquisition neither the transferee nor the decedent nor donor were Polish citizens and had no place of permanent residence or registered office in the territory of the Republic of Poland

4. REMITTER'S LIABILITY

Under Art. 30.1 of the Tax Ordinance dated 29 August 1997, as amended, a remitter which has not carried out its obligation to calculate and withhold due tax from a taxpayer, and to transfer the appropriate amount of tax to a relevant tax office, is liable for tax not withheld or tax withheld but not transferred to a relevant tax office. The remitter is liable for those obligations with all of its assets. The provisions on the remitter's liability do not apply only if separate provisions provide otherwise or if the tax has not been withheld due to the taxpayer's fault.

Sweden The following summary outlines certain Swedish tax consequences relating to holders of Bonds that are not considered to be Swedish residents for Swedish tax purposes, if not otherwise stated. The summary is based on the laws of Sweden as currently in effect and is intended to provide general information only. The summary does not address the rules regarding reporting obligations for, among others, payers of interest. Investors should consult their professional tax advisors regarding the Swedish tax and other tax consequences (including the applicability and effect of tax treaties for the avoidance of double taxation) of acquiring, owning and disposing of Bonds in their particular circumstances.

Holders not resident in Sweden Payments of any principal amount or any amount that is considered to be interest for Swedish tax purposes to the holder of any Bond should not be subject to Swedish income tax, provided that such a holder is not resident in Sweden for Swedish tax purposes and provided that such a holder does not have a permanent establishment in Sweden to which the Bonds are effectively connected.

Swedish withholding tax, or Swedish tax deduction, is not imposed on payments of any principal amount or any amount that is considered to be interest for Swedish tax purposes to a non-resident holder.

Holders resident in Sweden Generally, for Swedish corporations and private individuals (and estates of deceased individuals) with residence in Sweden for Swedish tax purposes, all capital income (e.g. income that is considered to be interest for Swedish tax purposes and capital gains on Bonds) will be taxable. Specific tax consequences, however, may be applicable to certain categories of corporations, e.g. life insurance companies. Further, specific tax consequences may be applicable 110

if, and to the extent, a holder of Bonds realizes a capital loss on the Bonds and to any currency exchange gains or losses.

If amounts that are considered to be interest for Swedish tax purposes are paid by a legal entity domiciled in Sweden, including a Swedish branch, to a private individual (or an estate of a deceased individual) with residence in Sweden for Swedish tax purposes, Swedish preliminary taxes are normally withheld by the legal entity on such payments.

EU Savings Directive

FATCA Withholding

Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (“FATCA”) impose a new reporting regime and potentially a 30 per cent. withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a "foreign financial institution", or “FFI” (as defined by FATCA)) that does not become a “Participating FFI” by entering into an agreement with the U.S. Internal Revenue Service (“IRS”) to provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the investor is a U.S. person or should otherwise be treated as holding a "United States Account" of the Issuer (a “Recalcitrant Holder”). The Issuer may be classified as an FFI.

The new withholding regime will be phased in beginning 1 July 2014 for payments from sources within the United States and will apply to “foreign passthru payments” (a term not yet defined) no earlier than 1 January 2017. This withholding would potentially apply to payments in respect of (i) any Bonds characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or after the “grandfathering date”, which is the later of (a) 1 July 2014 and (b) the date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment are filed with the Federal Register, or which are materially modified on or after the grandfathering date and (ii) any Bonds characterised as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued. If Bonds are issued before the grandfathering date, and additional Bonds of the same series are issued on or after that date, the additional Bonds may not be treated as grandfathered, which may have negative consequences for the existing Bonds, including a negative impact on market price.

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The United States and a number of other jurisdictions have announced their intention to negotiate intergovernmental agreements to facilitate the implementation of FATCA (each, an “IGA”). Pursuant to FATCA and the "Model 1" and "Model 2" IGAs released by the United States, an FFI in an IGA signatory country could be treated as a “Reporting FI” not subject to withholding under FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction would generally not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being “FATCA Withholding”) from payments it makes. The Model 2 IGA leaves open the possibility that a Reporting FI might in the future be required to withhold as a Participating FFI on foreign passthru payments and payments that it makes to Recalcitrant Holders. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS. The United States and Sweden have reached an agreement in substance (the “US-Sweden IGA”) based largely on the Model 1 IGA.

The Issuer expects to be treated as a Reporting FI pursuant to the US-Sweden IGA and does not anticipate being obliged to deduct any FATCA Withholding on payments it makes. There can be no assurance, however, that the Issuer will be treated as a Reporting FI, or that it would in the future not be required to deduct FATCA Withholding from payments it makes. The Issuer and financial institutions through which payments on the Bonds are made may be required to withhold FATCA Withholding if (i) any FFI through or to which payment on such Bonds is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in deemed compliance with FATCA or (ii) an investor is a Recalcitrant Holder.

Whilst the Bonds are in global form and held within the ICSDs, it is expected that FATCA will not affect the amount of any payments made under, or in respect of, the Bonds by the Issuer, the Guarantor, any paying agent and the Common Safekeeper, given that each of the entities in the payment chain between the Issuer and the participants in the ICSDs is a major financial institution whose business is dependent on compliance with FATCA and that any alternative approach introduced under an IGA will be unlikely to affect the Bonds. The documentation expressly contemplates the possibility that the Bonds may go into definitive form and therefore that they may be taken out of the ICSDs. If this were to happen, then a non-FATCA compliant holder could be subject to FATCA Withholding. However, Bonds in definitive form will only be printed in remote circumstances.

FATCA is particularly complex and its application is uncertain at this time. The above description is based in part on regulations, official guidance and model IGAs, all of which are subject to change or may be implemented in a materially different form. Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and to payments they may receive in connection with the Bonds.

TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, EACH TAXPAYER IS HEREBY NOTIFIED THAT: (A) ANY TAX DISCUSSION HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY THE TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER; (B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

The proposed financial transactions tax (“FTT”)

On 14 February 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “participating Member States”).

The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in the Bonds (including secondary market transactions) in certain circumstances.

Under the Commission’s Proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Bonds where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. 112

A joint statement issued in May 2014 by ten of the eleven participating Member States indicated an intention to implement the FTT progressively, such that it would initially apply to shares and certain derivatives, with this initial implementation occurring by 1 January 2016. The FTT, as initially implemented on this basis, may not apply to dealings in the Bonds.

The FTT proposal remains subject to negotiation between the participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.

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SUBSCRIPTION AND SALE

Banco Santander, S.A., BNP Paribas, HSBC Bank plc, UniCredit Bank AG, Mitsubishi UFJ Securities International plc and The Royal Bank of Scotland plc (the “Joint Lead Managers”) have, pursuant to a Subscription Agreement dated 26 June 2014, jointly and severally agreed with the Issuer and the Guarantor, subject to the satisfaction of certain conditions, to subscribe the Bonds at 99.135 per cent. of their principal amount less commissions plus accrued interest, if any. The Issuer has agreed to pay to the Joint Lead Managers the commissions and certain costs and expenses incurred by the Joint Lead Managers in connection with the issue of the Bonds. The Subscription Agreement entitles the Joint Lead Managers to terminate it in certain circumstances prior to payment being made to the Issuer. The yield of the Bonds is 2.637 per cent. on an annual basis. The yield is calculated as at 30 June 2014 on the basis of the issue price. It is not an indication of future yield.

General Neither the Issuer nor the Guarantor nor any Joint Lead Manager has made any representation that any action will be taken in any jurisdiction by the Joint Lead Managers or the Issuer or the Guarantor that would permit a public offering of the Bonds, or possession or distribution of this Prospectus (in preliminary, proof or final form) or any other offering or publicity material relating to the Bonds (including roadshow materials and investor presentations), in any country or jurisdiction where action for that purpose is required. Each Joint Lead Manager has agreed that it will comply to the best of its knowledge and belief in all material respects with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Bonds or has in its possession or distributes this Prospectus (in preliminary, proof or final form) or any such other material, in all cases at its own expense. It will also ensure that no obligations are imposed on the Issuer, the Guarantor or any other Joint Lead Manager in any such jurisdiction as a result of any of the foregoing actions.

United States The Bonds have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Bonds are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder.

Each Joint Lead Manager has represented and agreed that, except as permitted by the Subscription Agreement, it has not offered, sold or delivered and will not offer, sell or deliver the Bonds, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date (as defined in the Subscription Agreement) within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells Bonds during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Bonds within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offering, an offer or sale of Bonds within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

United Kingdom Each Joint Lead Manager has represented and agreed that:

(1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of any Bonds in circumstances in which section 21 (1) of the FSMA does not apply to the Issuer or the Guarantor; and

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(2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Join Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it will not make an offer of the Bonds to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Bonds to the public in that Relevant Member State:

(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) at any time to fewer than 100 or, if the relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or

(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Bonds referred to in (a) to (c) above shall require the Issuer or any Joint Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of Notes to the public in relation to the Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

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GLOSSARY OF TECHNICAL TERMS

“ARE” means Agencja Rynku Energii S.A. (being the Polish Energy Market Agency).

“AQD” means Air Quality Directive.

“BREF” means reference documentation for assessing Best Available Techniques.

“Brent” means Brent crude oil, a sweet crude oil that is used as a benchmark for the prices of other crude oils.

“Cesky Statisticky Urad” means the Czech Statistical Office.

“CO2” means Carbon Dioxide.

“COMI” means centre of main interest.

“CONCAWE” means Conservation of Clean Air and Water in Europe, an organisation set up to carry out research on environmental issues relevant to the oil industry.

“EBIT” means earnings before interest and taxes.

“EBITDA” means earnings before interest, taxes, depreciation and amortisation.

“EBITDA LIFO” means earnings before interest, taxes, depreciation and amortisation, valuing expenses based on the most recent purchases (Last in, First out). The management believes that the most recent purchases more accurately reflect the current impact on cashflow of purchasing inventory.

“Ekofisk” means Ekofisk crude oil, a light, low sulphur crude oil from the North Sea.

“Energy Regulatory Office” means Urząd Regulacji Energetyki (being the Polish Energy Regulator).

“ETBE” means Ethyl Tertiary Butyl Ether

“FCC” means fluid catalytic cracking.

“Forties” means Forties crude oil, a light, low sulphur crude oil from the North Sea.

“GDP” means gross domestic product.

“gr/l” means grosz per litre.

“H-oil” means heavy heating oil.

“HDPE” means high-density polyethylene.

“IASB” means International Accounting Standards Board.

“IED” means the Industrial Emissions Directive (Directive 2010/75/EU).

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“IFRS” means International Financial Reporting Standards.

“IFRS EU” means International Financial Reporting Standards as adopted by the European Union.

“Insolvency Proceedings Regulation” means the Council Regulation (EC) No. 1346/200 of 29 May 2000 on Insolvency Proceedings.

“Integrated Management System” means a management system that integrates all of an organisation’s systems and processes into one complete framework, enabling an organisation to work as a single unit with unified objectives.

“IPPC Directive” means Directive 2008/1/EC of the European Parliament and of the Council concerning integrated pollution prevention and control.

“LCP” means Large Combustion Plants Directive.

“LDPE” means low-density polyethylene.

“LNG” means liquefied natural gas.

“Member State” means any one of the states which have acceded to the Treaty on the European Union and the Treaties establishing the European Communities (as amended).

“Mineralolwirtschaftsverband” means Association of the German Petrol Industry.

“MW” means megawatt, a unit of power.

“MWe” means a megawatt electrical, it refers to electrical power.

“MWt” means a megawatt thermal, it refers to thermal power produced.

“NOx” means Nitrogen Oxides.

“OPEC” means the Organization of Petroleum Exporting Countries.

“Oseberg” means Oseberg crude oil, a light, low sulphur crude oil from the North Sea.

“PET” means Polyethylene Terephthalate.

“Platts” means Platts, McGraw Hill Financial, a provider of information and benchmark price assessments for the energy, petrochemical, metals and agricultural markets.

“Polish Material Reserves Agency” means the Polish central government body responsible for stocking and managing materials according to state interests.

“Polyethylene” is a type of polyolefin. The high pressure process of ethylene produces LDPE and the medium pressure polymerisation of ethylene produces HDPE. LDPE is more flexible and has better clarity; HDPE has greater strength and less creep (the continuous yield of material under stress) and is less permeable to gases.

“Polyolefin” is the collective name given to those polymers that are made from olefins (ethylene, propylene). Polyolefins are high molecular weight compounds made by joining together hundreds or thousands of molecules which consist of monomers. Molecular weight, structure and composition affect a number of the properties of polymers. 117

“Polypropylene” means polypropylene – a type of polyolefin which is the product of propylene polymerisation reaction. Polypropylene is the lowest density polymer. It has fair-to-good impact strength (the ability of a material to withstand shock loading) and excellent colourability. Polypropylene has good resistance to heat and low water absorption.

“PTA” means purified terephthalatic acid.

“PVC” means polyvinyl chloride.

“PX” means paraxylene.

“REBCO” means Russian export blend crude oil.

“Sahara” means Sahara crude oil, a low sulphur, high grade crude oil.

“SO2” means Sulphur Dioxide.

“SPM” means single point mooring.

“Správy Státních Hmotných Rezerv” means the Czech Republic central government body responsible for stocking and managing materials according to state interests.

“State Treasury” means the State Treasury of the Republic of Poland.

“Stratfjord” means Stratfjord crude oil, a light, low sulphur crude oil from the North Sea.

“Valstybine Imone Lietuvos Naftos means the Lithuanian central government body responsible for Produktu Agentura” stocking and managing materials according to state interests.

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GENERAL INFORMATION

1. An application has been made to list the Bonds on the Irish Stock Exchange plc by the Issuer, through the Listing Agent, Arthur Cox Listing Services Limited (“Arthur Cox”). Arthur Cox is acting solely in its capacity as listing agent for the Issuer in relation to the Bonds and is not itself seeking admission to the Official List or to trading on the Market. It is expected that listing of the Bonds on the Official List and admission of the Bonds to trading on the Market will be granted on or before 30 June 2014, subject only to the issue of a Temporary Global Bond or a Permanent Global Bond. Transactions will normally be effected for delivery on the third working day after the day of the transaction.

2. The Issuer estimates that the expenses associated with the listing of the Bonds on the Official List and admission of the Bonds to trading on the Market are expected to amount to approximately €5,000.

3. Each of the Issuer and the Guarantor has obtained all necessary consents, approvals and authorisations in connection with the issue and performance of the Bonds and the guarantee relating to the Bonds. The issue of the Bonds was authorised by a resolution of the Extraordinary Shareholders’ Meeting of the Issuer passed on 16 June 2014 and by a resolution of the Board of Directors of the Issuer passed on 16 June 2014 and the giving of the guarantee relating to the Bonds by the Guarantor was authorised by a resolution of the Management Board of the Guarantor no. 5199/14 passed on 15 May 2014 and the resolution of the Supervisory Board of the Guarantor passed on 20 May 2014.

4. There has been no significant change in the financial or trading position and no material adverse change in the financial position or prospects of the Issuer since its date of incorporation. There has been no significant change in the financial or trading position of the Guarantor or of the Group since 31 March 2014 and no material adverse change in the financial position or prospects of the Guarantor or of the Group since 31 December 2013.

5. Except as disclosed under “Court and Arbitration Proceedings” on pages 102 to 103 of this Prospectus, the Guarantor is not, nor has been, involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Guarantor is aware) during the 12 months preceding the date of this Prospectus, and the Issuer is not nor has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) since its incorporation, which may have or has had in the recent past significant effects on the financial position or profitability of the Issuer, the Guarantor or the Group.

6. Each bearer Bond and Coupon will bear the following legend: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”.

7. The Bonds have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems (which are the entities in charge of keeping the records) with a Common Code of 108266074. The International Securities Identification Number (ISIN) for the Bonds is XS1082660744. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg.

8. There are no material contracts entered into other than in the ordinary course of the Issuer’s or Guarantor’s business, which could result in any member of the Group being under an obligation or entitlement that is material to the Issuer’s or Guarantor’s ability to meet its obligations to Bondholders in respect of the Bonds.

9. Where information in this Prospectus has been sourced from third parties, this information has been accurately reproduced and as far as the Issuer and the Guarantor are aware and are able to ascertain from the information published by such third parties no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.

10. From the date on which this Prospectus is made available to the public, physical copies (and accurate English translations where the documents in question are not in English) of the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the offices of the Issuer, the Guarantor and the Agent:

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(a) the Agency Agreement (which includes the form of the Global Bonds, the Definitive Bonds and the Coupons);

(b) the Articles of Association of the Guarantor;

(d) the Certificate of Registration (Registreringsbevis) and the Articles of Association (bolagsordning) of the Issuer;

(e) the published annual report and audited consolidated accounts of the Guarantor for the two financial years ended 31 December 2013 and 31 December 2012;

(f) the published quarterly report and reviewed consolidated accounts of the Guarantor for the three months ended 31 March 2014;

(g) a copy of this Prospectus together with any supplement to this Prospectus or further Prospectus; and

(h) all reports, letters and other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in this Prospectus.

The Prospectus will be published on the website of the Central Bank at: http://www.centralbank.ie/REGULATION/SECURITIES-MARKETS/PROSPECTUS/Pages/approved prospectus.aspx and the Guarantor at: http://www.orlen.pl/EN/InvestorRelations/Pages/default.aspx.

11. Any websites referred to herein do not form part of this Prospectus.

12. KPMG Audyt Sp. z. o.o., whose registered office is at ul. Chlodna 51, 00-867 Warsaw Poland, Independent Public Accountants, entered in the register of entities authorised to audit financial statements in Poland under number 458, have audited and issued unqualified audit opinions on the consolidated financial statements of the Guarantor for the two years ended 31 December 2013 and 31 December 2012. KPMG Audyt Sp. z. o.o. carries out its activities in accordance with section 7 of the Polish Accounting Act, National Standards on Auditing issued by the National Council of the Certified Auditors (which is a professional institute for authorised public accountants in the Republic of Poland) and International Standards on Auditing. KPMG AB, whose registered office is at P.O. Box 16106, SE-10323 Stockholm, Sweden has been appointed as auditor of the Issuer with Per Gustafsson as the principally responsible auditor.

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Registered/Head Office of The Issuer c/o CorpNordic Sweden AB Sergels Torg 12 P.O. Box 16285 SE-103 25 Stockholm Sweden

Registered/Head Office of The Guarantor ul. Chemików 7 09-411 Płock Poland

Auditors of the Issuer Auditors of the Guarantor KPMG AB KPMG Audyt Sp. z. o.o. P.O. Box 16106 ul. Chlodna 51, XVI floor 10323 Stockholm 00-867 Warsaw Sweden Poland

Fiscal Agent Citibank, N.A. London Branch 21st Floor Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

Legal Advisers

To the Issuer and the To the Joint Lead Managers Guarantor as to English law as to English law Clifford Chance LLP Allen & Overy LLP 10 Upper Bank Street One Bishops Square London E14 5JJ London E1 6AD United Kingdom United Kingdom

To the Guarantor To the Issuer and the Guarantor To the Joint Lead Managers as to Polish law as to Swedish law as to Polish law Clifford Chance Advokatfirman Vinge KB Allen & Overy, Janicka, Krużewski, Smålandsgatan 20 A. Pędzich sp. k. Namiotkiewicz i Wspólnicy Box 1703 Rondo ONZ 1 Spółka Komandytowa SE-111 87 Stockholm 00-124 Warsaw Norway House Sweden Poland ul. Lwowska 19 00-660 Warsaw Poland

60-40575798

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