PKN ORLEN SA - Closing of the acquisition

Closing of the acquisition of Birchill Exploration Limited Partnership from Bregal Investments

Regulatory announcement no 195/2014 dated 6 June 2014

Polski Koncern Naftowy ORLEN Spolka Akcyjna ("PKN ORLEN") informs that on 5th June 2014, TriOil Resources Ltd. ("TriOil") acquired 100% of outstanding units in Birchill Exploration Limited Partnership ("Birchill").Calgary based Birchill is a limited partnership engaged in exploration, development and production of petroleum and natural gas.

Crude oil and natural gas deposits explored by Birchill are located in Ferrier/Strachan area of Alberta, Canada. Birchill's 2P reserves amount to approximately 26,6 million boe. Birchill recorded average production of approximately 3 400 boe per day in Q1 2014.The consideration paid by TriOil amounts to CAD 255,6 m (i.e. ca. PLN 707,5 m), a portion of which will be held for one year in an escrow account as security against potential claims.

The transaction was financed through an increase of equity capital in TriOil (made by ORLEN Upstream International B.V.) as well as TriOil's available lines of credit.The transaction was closed after obtaining an Advance Ruling Certificate from the Canadian Competition Bureau.PKN ORLEN owns 100% of the registered capital of ORLEN Upstream Sp. z o.o. ORLEN Upstream Sp. z o.o. owns 100% of the registered capital of ORLEN Upstream International B.V. ORLEN Upstream International B.V. owns 100% of the outstanding share capital of TriOil.

The amount in PLN has been calculated based on the average PLN/CAD exchange rate as of 5 June 2014, as stated by the National Bank of Poland.See also: regulatory announcement no 154/2014 as of 8 May 2014 and regulatory announcement no 178/2014 as of 23 May 2014.

More information on page: biznes.pap.pl

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