Closure of the AB Mažeikių Nafta transaction
PKN ORLEN S.A. and Yukos International UK B.V. (Yukos) today issued irrevocable orders to a brokerage house in Vilnius to effect the transfer of shares in AB Mažeikių Nafta (MN) owned by Yukos to PKN ORLEN and to execute payment by the Polish corporation of the price for Mazeikiu amounting to $1.492 billion.
The transaction orders were issued following the fulfillment by PKN ORLEN S.A. and Yukos International UK B.V. of all the conditions provided for in the Sales Contract. The transaction will be settled via the Vilnius Stock Exchange on December 15, 2006.
On December 14, 2006 the Extraordinary General Assembly of AB Mažeikių Nafta appointed to the Supervisory Board 6 new members nominated by PKN ORLEN S.A.: Czesław Bugaj – Deputy General Director, Piotr Kearney – Head of Strategy, Marek Moroz – M & A Director, Wojciech Wróblewski – Strategy Advisor, Rafał Zwierz (Warsaw Office of Weil, Gotschal & Manges) and Marcin Wasilewski – Specialist (CVs attached).
The 2 remaining positions to which PKN ORLEN is entitled, will be filled by PKN ORLEN later.
Under Lithuanian law, persons sitting on the Management Board of a parent company may not be members of the Supervisory Board of a subsidiary. This means that members of the Board of PKN ORLEN may not be elected to the Supervisory Board of AB Mažeikių Nafta.
It is PKN ORLEN‘s intent that the new Supervisory Board of AB Mažeikių Nafta will appoint to the Management Board six representatives of PKN ORLEN: Igor Chalupec – President & CEO of PKN ORLEN, Piotr Kownacki – Vice President; Audit & Regulations, Jan Maciejewicz – Vice President; Cost Management, Paweł Szymański – Member of the Board & CFO, Krystian Pater – Executive Direcor; Refinery Production, and also Nelson English, present CEO of AB Mažeikių Nafta.
Such a broad representation of PKN ORLEN on the Management Board of AB Mažeikių Nafta is a results of the strategic character of the investment and its role in building corporate value.
The new Supervisory Board is to commence work on December 14, 2006. This will begin the execution process of the acquisition by PKN ORLEN S.A. of shares in Mazeikiu from Yukos International and the Government of the Republic of Lithuania.