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 BNP Paribas, Société Générale, Citigroup Global Markets Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V., London Branch and PKO Bank Polski S.A. nor any person who controls either BNP Paribas, Société Générale, Citigroup Global Markets Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V., London Branch and PKO Bank Polski S.A., as the case may be, nor any director, officer, employee nor agent of BNP Paribas, Société Générale, Citigroup Global Markets Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V., London Branch and PKO Bank Polski S.A., 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 BNP Paribas, Société Générale, Citigroup Global Markets Limited, UniCredit Bank AG, Banco Santander, S.A., ING Bank N.V., London Branch and PKO Bank Polski S.A. 196709-3-159-v12.0 60-40626686 ORLEN CAPITAL AB (PUBL) (incorporated in the Kingdom of Sweden with registered number 556974-3114) €750,000,000 2.500 per cent. Guaranteed Bonds due 2023 guaranteed by Polski Koncern Naftowy ORLEN Spółka Akcyjna (a joint stock company incorporated in the Republic of Poland) Issue Price 98.727 per cent. The €750,000,000 2.500 per cent. Guaranteed Bonds due 2023 (the "Bonds") will be issued by ORLEN Capital AB (publ) (the "Issuer") and irrevocably and, subject to a maximum amount of €1,100,000,000, unconditionally guaranteed by Polski Koncern Naftowy ORLEN Spółka Akcyjna ("PKN ORLEN" or the "Guarantor"). Interest on the Bonds is payable annually in arrear on 7 June in each year commencing on 7 June 2017. 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 7 June 2023. 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 by 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 7 June 2016 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 17 July 2016 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 expected to be rated Baa3 by Moody's Investors Service, Inc. ("Moody's") and 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 SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING JOINT LEAD MANAGERS BNP PARIBAS Citigroup Société Générale UniCredit Bank Corporate & Investment Banking Santander Global Corporate Banking ING PKO Bank Polski S.A. The date of this Prospectus is 3 June 2016 196709-3-159-v12.0 60-40626686 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 consolidated subsidiaries taken as a whole (the "ORLEN Group" or the "Group") and the Bonds which according to the particular nature of the Issuer, the Guarantor, the 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 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 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 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 Joint Lead Manager or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the Bonds. Each Joint Lead 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 196709-3-159-v12.0 - i - 60-40626686 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. This Prospectus contains certain forward-looking statements. The words "anticipate", "believe", "expect", "is expected to", "plan", "intend", "targets", "aims", "estimate", "project", "will", "would", "may", "could", "should", "seeks", "continue", "approximately", "predicts" and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact included in this Prospectus, including, without limitation, those regarding the financial position, business strategy, management plans and objectives for future operations of the Issuer and the Guarantor are forward- looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Group's actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group expects to operate in the future. Important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among other factors described in this Prospectus: the Group's ability to integrate its newly-acquired operations and any future expansion of its business; the Group's ability to realise the benefits that the Group expects from existing and future investments in the Group's existing operations and pending expansion and development projects; the Group's ability to obtain requisite governmental or regulatory approvals to undertake planned or proposed terminal development projects; the Group's ability to obtain external financing or maintain sufficient capital to fund the Group's existing and future operations; changes in political, social, legal or economic conditions in the markets in which the Group and its customers operate; changes in the competitive environment in which the Group's and the Group's customers operate; failure to comply with regulations applicable to the Group's business; fluctuations in the currency exchange rates in the markets in which the Group operates; and changes in tax requirements (including tax rate changes, new tax laws and revised tax law interpretations). Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under "Risk Factors". Any forward-looking statements made by or on behalf of the Issuer or the Guarantor speak only as at the date they are made. Neither the Issuer nor the Guarantor undertakes to update forward-looking statements to reflect any changes in their expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 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. 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. 196709-3-159-v12.0 - ii - 60-40626686 PRESENTATION OF INFORMATION In this Prospectus, all references to: "U.S. dollars" and "USD" refer to United States dollars; "PLN" refer to Polish zloty; "CAD" refer to Canadian dollars; "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 interim condensed consolidated financial statements for the three months ended 31 March 2016 and its audited consolidated financial statements for the years ended 31 December 2015 and 31 December 2014 in accordance with International Financial Reporting Standards as adopted in the EU ("IFRS EU"). KPMG Audyt Sp. z o.o. conducted their audit of the consolidated financial statements for the year ended 31 December 2014 in accordance with section 7 of the Accounting Act dated 29 September 1994 (Official Journal from 2013, item 330 with amendments) (the "Accounting Act"), National Standards on Auditing issued by the National Council of Certified Auditors and International Standards on Auditing. KPMG Audyt Sp. z o.o. conducted their audit of the consolidated financial statements for the year ended 31 December 2015 in accordance with section 7 of the Accounting Act and International Standards on Auditing as adopted by National Council of Certified Auditors as the National Standards on Assurance. The Issuer prepared its audited financial statements for the years ended 31 December 2015 and 31 December 2014 in accordance with the Annual Accounts Act and the Swedish Financial Reporting Board's recommendation RFR 2 Accounting for Legal Entities. The application of RFR 2 means that the Issuer, so far as possible, applied IFRS EU and interpretations of the IFRS Interpretations Committee (IFRIC) as part of the Annual Accounts Act and the Security Act, and considered the relationship between accounting and taxation. KPMG AB conducted their audits of the financial statements for the years ended 31 December 2015 and 31 December 2014 in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. Where financial information as of and for the periods ended 31 March 2015 and 31 March 2016, respectively, which has been reviewed but not been audited, has been included in this Prospectus, this has been indicated as unaudited financial information in the tables containing such financial information. Non-IFRS Resources In this Prospectus certain measures are not measures presented in accordance with, or defined by, IFRS EU. These include: EBIT; EBITDA; and EBITDA LIFO, which are measures used by PKN ORLEN's management to measure operating performance. "EBIT" means profit/loss from operations. "EBITDA" means profit/loss from operations, before depreciation and amortisation. "EBITDA LIFO" means profit/loss from operations, before depreciation and amortisation according to the inventory valuation under the LIFO (Last-in, First-out) method. 196709-3-159-v12.0 - iii - 60-40626686 The ORLEN Group's inventories are valued in its financial statements in accordance with IFRS EU at the weighted average cost method or purchase price method. Therefore, an upward trend in crude oil prices has a positive effect and a downward trend has a negative impact on the results reported. As a result, in the section entitled "Other Information to Consolidated Quarterly Report" from the Guarantor's reviewed interim condensed consolidated financial statements for the three months ended 31 March 2016, which are incorporated by reference herein, the operating results were presented based on both the weighted average cost of production or acquisition as well as the LIFO method of inventory valuation, which eliminates the above impact. EBIT, EBITDA and EBITDA LIFO are not recognised measures under IFRS EU 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. EBITDA may not be indicative of the Group's historical operating results presented in accordance with IFRS EU. EBITDA LIFO is not subject to audit or review by any independent auditors. As at 27 May 2016, the National Bank of Poland average exchange rate between euro and zloty was EUR 1 = PLN 4.4063 and between United States dollars and zloty was USD 1 = PLN 3.9393. 196709-3-159-v12.0 - iv - 60-40626686 CONTENTS Page OVERVIEW ................................................................................................................................................. 1 RISK FACTORS .......................................................................................................................................... 4 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 20 TERMS AND CONDITIONS OF THE BONDS ...................................................................................... 22 SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM .............. 32 USE OF PROCEEDS ................................................................................................................................. 34 SELECTED FINANCIAL INFORMATION OF THE GUARANTOR .................................................... 35 SELECTED FINANCIAL INFORMATION OF THE GROUP ................................................................ 39 DESCRIPTION OF THE ISSUER............................................................................................................. 43 DESCRIPTION OF THE GUARANTOR AND THE GROUP................................................................. 44 TAXATION ............................................................................................................................................. 110 SUBSCRIPTION AND SALE ................................................................................................................. 114 GLOSSARY OF TECHNICAL TERMS ................................................................................................. 115 GENERAL INFORMATION .................................................................................................................. 117 196709-3-159-v12.0 60-40626686 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. 556974-3114. The Guarantor Polski Koncern Naftowy ORLEN Spółka Akcyjna. Joint Lead Managers BNP Paribas Société Générale Citigroup Global Markets Limited Unicredit Bank AG Banco Santander S.A. ING Bank N.V., London Branch PKO Bank Polski S.A. The Bonds €750,000,000 2.500 per cent. Guaranteed Bonds due 2023. Issue Price 2.500 per cent. of the principal amount of the Bonds. Issue Date Expected to be on or about 7 June 2016. Interest and Interest Payment Dates 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 7 June in each year commencing on 7 June 2017. 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 described 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 €1,100,000,000. 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 expected to be rated Baa3 by Moody's and 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". Redemption for Taxation Reasons The Issuer may at its option redeem the Bonds at any time at their principal amount together with interest accrued to but excluding the date of redemption if: (a) as a result of any change in, or amendment to, the laws or 196709-3-159-v12.0 - 1 - 60-40626686 regulations of a Relevant Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after 7 June 2016, (i) on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 8 or (ii) on the next Interest Payment Date 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 or (iii) the Guarantor has or will become obliged to make any withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of Poland or any political subdivision or any authority thereof or therein having power to tax with respect to any payment by the Guarantor, under an instrument through which proceeds from the Bonds are transferred from the Issuer to the Guarantor, to the Issuer in order to enable the Issuer to make any payment on the next Interest Payment Date of principal or interest in respect of the Bonds; and (b) the requirement cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it. See Condition 7.2 of the "Terms and Conditions of the Bonds". Change of Control with Rating Each Bondholder will have the option to require the Issuer to redeem any Downgrade Put Event 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 (c) no credit rating and a Negative Rating Event occurs. Such rating activity must have resulted from the Change of Control, as confirmed by the relevant Rating Agency. See Condition 7.3 of the "Terms and Conditions of the Bonds". 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 196709-3-159-v12.0 - 2 - 60-40626686 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. ISIN XS1429673327 Common Code 142967332 Selling Restrictions See "Subscription and Sale". Risk Factors Investing in the Bonds involves risks. See "Risk Factors". 196709-3-159-v12.0 - 3 - 60-40626686