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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.
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