REGULATIONS FOR SALE AND USE OF OPEN DRIVE

CARDS OF PKN ORLEN S.A.

of 12 November 2012

(hereinafter referred to as

the “Regulations”)

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I. Applicability of the Regulations for Sale and Use of OPEN DRIVE Cards of PKN ORLEN S.A.

of 12 November 2012

These Regulations shall apply with regard to the performance of Non-cash Transactions (as defined hereinbelow) with the use of OPEN DRIVE Cards (as defined hereinbelow) at the Fuel Stations Abroad and the Fuel Stations in Poland (as defined hereinbelow). The idea of the OPEN DRIVE Card programme is to enable the Fleet (as defined hereinbelow) to purchase fuel and other products with the use of OPEN DRIVE Cards at fuel stations with the following trademarks (hereinafter referred to as the “Fuel Stations”):

a. in Poland: ORLEN, BLISKA (hereinafter referred to as the “Fuel Stations in Poland”) b. in Germany: Star (hereinafter referred to as the “Fuel Stations in Germany”) c. in the Czech Republic: BENZINA, BENZINA Plus (in future: ORLEN and STAR) (hereinafter referred to

as the “Fuel Stations in the Czech Republic”) – excluding the fuel stations specified in Appendix no. 3

d. in Lithuania: ORLEN Lietuva (in future: ORLEN) (hereinafter referred to as the “Fuel Stations in Lithuania”).

Fuel Stations specified in points b) – d) shall be hereinafter jointly referred to as the “Fuel Stations Abroad”.

OPEN DRIVE Card shall also authorize the Fleet to purchase services at the Fuel Stations in Poland, and in future also at the Fuel Stations Abroad. Each Non-cash Transaction made at the Fuel Stations Abroad and at the Fuel Stations in Poland shall be recorded in PKN ORLEN and subsequently settled after the end of the assumed settlement period (as defined hereinbelow).

I. Definitions The words and expressions used in these Regulations shall have the following meaning:

1. AB “Ventus Nafta”, VN – means the company organized under the laws of Lithuania, with its registered seat in Vilnius, address: J. Jasinskio g. 16B, 01112 Vilnius, entered in the register of entrepreneurs under no. 166920025 2. AdBlue – aqueous urea solution that reduces harmful exhaust particles and is used with the newest generation of diesel engines. AdBlue is non-toxic, odourless, colourless, safe and environmentally friendly; 3. Annex – means the Annex for issue and use of OPEN DRIVE Cards concluded between the Fleet and PKN ORLEN (acting on its own behalf as well as on behalf of OD, Benzina and VN); these Regulations constitute an integral part thereof; 4. Benzina s.r.o., Benzina – means the company organized under the laws of the Czech Republic with its registered seat in Prague, address: Na Pankraci 127, 140-00 Prague, entered in the Register of Companies kept by the Court in Prague in Section C under no. 124304; 5. BIO 85 – is a mixture of petrol and bioethanol. BIO 85 may be used only in vehicles specially adjusted to that fuel, with a FFV (Flexible Fuel Vehicle) type engine. Drivers who decide to get BIO 85 should check its suitability for their vehicle at the car manufacturer. PKN ORLEN shall not be liable for consequences of using BIO 85 in vehicles not adjusted to use this fuel type; 6. BIO 100 – fuel derived from plant oils intended for vehicles with DIESEL engine, conforming to Polish and European standards for liquid biofuels. It may be used as an additive or instead of traditional fuel oils in trucks, passenger cars and in specialized vehicles. Drivers who decide to get BIO 100 should check its suitability for their vehicle at the car manufacturer. PKN ORLEN shall not be liable for consequences of using BIO 100 in vehicles not adjusted to use this fuel type; 7. Fleet Card Sales Office – an organisational unit of PKN ORLEN responsible for OPEN DRIVE Cards Support Services; 8. Maturity Date – means the date when given Receivables become due (the last day of the payment deadline specified on the sales invoice); 9. Working Days - mean all days except Saturdays, Sundays and statutory public holidays in the country of the registered seat of the CG Company; 10. Fleet – the customer with whom PKN ORLEN concluded the Annex for issue and use of OPEN DRIVE Cards; 11. Call Centre – 24-hour Fleet service of the OPEN DRIVE programme available under the phone number +48 501 235 682; 12. “S” OPEN DRIVE Card - a fuel card issued for the registration number of a Fleet vehicle; 13. OPEN DRIVE Cards – fuel cards of PKN ORLEN marked with the symbol “OPEN DRIVE” on the front side, issued to the Fleet by PKN ORLEN on the basis of the concluded Annex:

a) New Card – a card for a new registration number of the vehicle or a new user, b) Renewed Card – a card replaced by PKN ORLEN after expiry of the validity period of the previously used card, c) Replacement Card – a duplicate issued due to change of data on the card, loss, damage or blocking by PIN;

14. Purchasing Categories - mean all Products and Services available in the network of Fuel Stations of CG Companies divided into 6 groups (Appendix no. 2); 15. Fuel Stations in Poland – as defined in point I hereinabove; 16. Credit Limit – the maximum amount of the trade credit granted by PKN ORLEN up to which the Fleet may make Non-cash Transactions with the use of OPEN DRIVE Cards at the Fuel Stations Abroad and the Fuel Stations in Poland; 17. OPEN DRIVE Card Limit - means the maximum daily limit for purchase of Products and Services (acc. to the relevant Purchasing Category) assigned to the OPEN DRIVE Card, expressed in value;

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18. Login - a name used to identify the Web Portal User consisting of a string of characters assigned to a given Web Portal User. Login has the Portal User’s scope of rights assigned to it by the Fleet; 19. OPEN DRIVE Cards Support Services – services provided by PKN ORLEN for the Fleet, which include the preparation of: the issue of OPEN DRIVE Cards, update of OPEN DRIVE Cards due to expiry of their validity or change of data, replacement of OPEN DRIVE Cards in case of their loss or destruction, for which PKN ORLEN charges a fee indicated in the Table of Fees; 20. Settlement Period - means a two-week period ending on the 15th and the last day of each calendar month; 21. Operator – an entity running any Fuel Station of the CG Companies. The current list of Fuel Stations of the CG Companies participating in the OPEN DRIVE Cards programme is available at www.orlen.pl and www.bliska.pl. The Operator may also be an entity running toll booths on toll roads, accepting OPEN DRIVE cards on the basis of a contract concluded with PKN ORLEN; 22. Orlen Deutschland GmbH, OD – the company organized under the laws of Germany, with its registered seat in Elmshorm, address: Ramskamp 71-75, 25337 Elmshorm, entered in the German register kept by the Court in Pinneberg under no. 8093 PL; 23. PIN – a confidential, four digit number of the OPEN DRIVE Card holder constituting an identification code within the meaning of the provisions of the Act on Electronic Payment Instruments; 24. PKN ORLEN – Polski Koncern Naftowy ORLEN Spółka Akcyjna with its registered office in Płock, Poland, at ul. Chemików 7, 09-411Płock, entered into the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 14th Division of the National Court Register under the no. KRS 0000028860; NIP 774-00-01-454; 25. Receipt – a substitute proof of the Printout from the Terminal issued by the Operator for the Non-cash Transaction at a Fuel Station Abroad or a Fuel Station in Poland in the event of any failure of the OPEN DRIVE Card or the Terminal, confirmed by a legible signature of the user of the OPEN DRIVE Card; 26. Portal – online information service offering services enabling management of the Fleet within the scope of the signed Annex. The Portal is addressed only to users who concluded the Annex. Portal is available on the Internet under the following addresses: http://www.flota.orlen.pl and http://flota.orlen.pl; 27. Products or Services – mean fuel, other products and services assigned to the relevant Purchasing Category (Appendix no. 2) available through the OPEN DRIVE Card at the fuel Stations in Poland as well as fuel and other products (in future also services) assigned to the relevant Purchasing Category (Appendix no. 2) available through the OPEN DRIVE Card at the Fuel Stations Abroad; 28. Regulations - these Regulations for Sale and Use of OPEN DRICE Cards of PKN ORLEN; 29. CG Companies - mean PKN ORLEN S.A., Orlen Deutchland GmbH, Benzina s.r.o and AB “Ventus Nafta”; 30. Fuel Stations of the CG Companies - mean fuel stations on the territory of Poland with ORLEN, BLISKA trademark; Germany – with Star trademark; on the territory of the Czech Republic – with Benzina, Benzina Plus trademark (in future ORLEN and STAR) and on the territory of Lithuania – with ORLEN Lietuva trademark (in future ORLEN); 31. Parties – mean PKN ORLEN, OD, BENZINA, VN and the Fleet considered jointly; 32. Table of Fees – fees related to the issue and use of OPEN DRIVE Cards, constituting Appendix no. 1 hereto; 33. Table of Products and Services – Products or Services available in the OPEN DRIVE Programme, constituting Appendix no. 2 hereto; 34. Terminal – a set consisting of a transmission terminal, a PIN pad and a printer installed at the Fuels Stations in Poland and the Fuel Stations Abroad included in the OPEN DRIVE Card system; 35. Non-cash Transactions – continuous sale of Products or Services performed in favour of the Fleet using OPEN

DRIVE Cards at the Fuel Stations of CG Companies, registered in the Operator’s system; 36. Insurer – an insurance company with which PKN ORLEN S.A. has signed a currently valid policy to secure Fleet

customers' dues. 37. Act on the Protection of Personal Data - means the Act of 29 August 1997 on the Protection of Personal Data (Journal of Laws /Dz. U./ no. 101, item 926, as amended); 38. Portal User – a person indicated by the Fleet who, on behalf of the Fleet, gets access to the Portal and for actions and omissions of whom the Fleet bears full liability; 39. Printout from the Terminal – a document used to confirm performance of a Non-cash Transaction at a Fuel Station Abroad or a Fuel Station in Poland by an OPEN DRIVE Card user; 40. Requisition – a request made by the Fleet for the issue of one or more OPEN DRIVE Cards, submitted by the Fleet

by electronic means (portal) after signing the Annex; 41. Security – security for claims, established by the Fleet, which may arise in connection with performance of the Annex, i.e. performance of Non-cash Transactions at the Fuel Stations Abroad or the Fuel Stations in Poland; 42. Fuel Stations Abroad – as defined in point I hereinabove.

III. General Information for OPEN DRIVE Cards Users

OPEN DRIVE Cards authorise the Fleet to perform Non-cash Transactions with Operators of the Fuel Stations Abroad or the Fuel Stations in Poland with which relevant CG Companies concluded relevant agreements, with the reservation that the abovementioned Non-cash Transactions shall concern only Products or Services within the meaning of these Regulations.

1. OPEN DRIVE Cards ownership a) OPEN DRIVE Cards are owned by PKN ORLEN and, if they remain unused, they should be returned immediately to PKN ORLEN.

b) the Fleet undertakes to obtain prior written consent of PKN ORLEN S.A. for inclusion of the business name, trademark or logo of PKN ORLEN at its website, list of contractors, in brochures, in advertisements and all other advertising and marketing materials. In such event the Fleet shall submit to PKN ORLEN, along with the

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application for consent, draft materials where such data are to be included.

The Fleet also undertakes to obtain prior written consent of PKN ORLEN for provision to the mass media such as the press, radio, TV, Internet of any information regarding the Contract. In such event the Fleet shall submit to PKN ORLEN S.A., along with the application for consent, the contents of information to be used in the media.

In the event of failure to perform or improper performance of the obligations specified in this point b) PKN ORLEN shall be entitled to charge a contractual penalty in the amount of PLN 100 000.00 (in words: one hundred thousand zlotych) for each breach. Payment of the abovementioned contractual penalty shall not limit the right of PKN ORLEN S.A. to claim additional compensation on general terms, if the amount of damage exceeds the reserved contractual penalty.

2. OPEN DRIVE Card type

PKN ORLEN issues the “S” OPEN DRIVE Card, i.e. a card issued for the registration number of a vehicle.

3. OPEN DRIVE Card limits a) Value limit The Fleet shall indicate in the Requisition the Value Limit for purchases of Products or Services per each OPEN DRIVE Card. The Limit may be changed by PKN ORLEN exclusively at the request of the Fleet. Any change of the Value Limit will not necessitate the issue of a new OPEN DRIVE Card.

b) Product Limit The Fleet shall indicate in the Requisition a relevant Purchasing Category (Appendix no. 2) per each OPEN DRIVE Card. Any change of the Purchasing Category shall make it necessary to replace the OPEN DRIVE Card. The OPEN DRIVE Card is replaced in accordance with the properly applied provision of point IV.4 hereof.

4. Validity period

The period of validity of each OPEN DRIVE Card, including the year, calendar month and day, is stated on the front side of each OPEN DRIVE Card. The period of validity of the OPEN DRIVE Card shall end on the day stated on the given OPEN DRIVE Card. Using the OPEN DRIVE Card upon expiry of this period is not possible.

5. Change of data on the OPEN DRIVE Card

In the event of a change of the vehicle registration number the Fleet shall, within 5 Working Days, report such change to PKN ORLEN for the purpose of cancellation and replacement of such OPEN DRIVE Card. The Fleet is obliged to destroy the cancelled OPEN DRIVE Card by cutting it along the microprocessor and the magnetic stripe so that they are destroyed, and return it immediately to PKN ORLEN. The OPEN DRIVE Card shall be replaced according to the procedure indicated in point IV.4 hereof, with the reservation that the Fleet is obliged to pay a fee for the issue of a Replacement OPEN DRIVE Card specified in the Table of Fees.

6. OPEN DRIVE Cards Users OPEN DRIVE Cards may be used by each natural person authorized by the Fleet who holds full capacity to conclude legal transactions, who was authorised by the Fleet to conclude Non-cash Transactions on behalf of and for the Fleet at the Fuel Stations Abroad and the Fuel Stations in Poland specified in the Annex. OPEN DRIVE Cards User authorized to use the OPEN DRIVE Card is a driver of a vehicle with the registration number consistent with the number of the vehicle specified on the OPEN DRIVE Card.

7. Additional documents/information

PKN ORLEN has the right to make the conclusion of the Annex and the issue of OPEN DRIVE Cards conditional upon the submission of additional documents by the Fleet or transfer of additional information concerning the financial situation of the Fleet for the purpose of evaluation of the payment reliability of the Fleet and the capacity of the Fleet to establish the Security in accordance with point X.a hereof. Failure to perform the obligation specified in the first sentence may result in a refusal to conclude the Annex by PKN ORLEN.

8. Change of identification data of the Fleet

The Fleet is obliged to notify PKN ORLEN immediately within 5 Working Days about each change of identification data and address data of the Fleet that were submitted to PKN ORLEN upon conclusion of the Annex. This information may be submitted by traditional mail, email or by telephone to the Fleet Card Sales Office. The Fleet shall be liable for any damages resulting from failure to perform or improper performance of the obligation to submit the said data.

IV. Terms and time limits for issue of OPEN DRIVE Cards

1. Requisition a) OPEN DRIVE Cards are issued on the basis of a Requisition, which should be correctly filled out and submitted by the Fleet to the Fleet Card Sales Office.

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2. Time-limits for issue of OPEN DRIVE Cards a) the first OPEN DRIVE Cards shall be issued to the Fleet within the period up to 15 Working Days after the Annex is signed and sent by the Fleet to the Fleet Card Sales Office, after the Security established by the Fleet is accepted by PKN ORLEN and after the correctly filled out Requisition is sent to the Fleet Card Sales Office; b) the next OPEN DRIVE Cards shall be issued within the period up to 15 Working Days from the date of receipt by the Fleet Card Sales Office of the correctly filled out Requisition.

3. Deadline for submission of an Application for a Renewed Card

In order to prolong the validity of the OPEN DRIVE Card, the Fleet is obliged to send to PKN ORLEN a correctly filled out Requisition not later than 30 days before expiry of validity of currently held OPEN DRIVE Cards. OPEN DRIVE Cards shall be issued to the Fleet in accordance with point IV.2b hereof.

4. Replacement OPEN DRIVE Card

If data on the OPEN DRIVE Card are changed, the OPEN DRIVE Card is lost, damaged or blocked by PIN, PKN ORLEN shall, on a written request of the Fleet, issue a Replacement Card in accordance with point IV.2b hereof.

5. Receipt of OPEN DRIVE Cards

OPEN DRIVE Cards shall be sent to the Fleet by registered letter to the mailing address indicated by the Fleet. PIN Codes shall be sent in a separate letter within the period up to 2 Working Days from the date of sending OPEN DRIVE Cards.

V. Rules of safety and liability regarding the use of OPEN DRIVE Cards

1. Obligation to protect OPEN DRIVE Cards The Fleet and the OPEN DRIVE Cards user shall: a) keep the OPEN DRIVE Card and protect the PIN with due care; b) not keep the OPEN DRIVE Card together with the PIN number; c) not make the OPEN DRIVE Card or PIN available to unauthorised persons; d) report to PKN ORLEN any loss or destruction of the OPEN DRIVE Card immediately, however not later than within the time limits specified herein, e) protect the OPEN DRIVE Card against loss, destruction, damage and theft.

2. Procedure in the event of loss or destruction of the OPEN DRIVE Card

In the case of loss or destruction of the OPEN DRIVE Card, the Fleet is obliged to notify such loss or destruction of the OPEN DRIVE Card immediately by telephone in order to deactivate such OPEN DRIVE Card to the Call Centre. Additionally, the Fleet is obliged to confirm the telephone notification by sending an email or a fax message to the number indicated by the Call Centre. Notifications of loss or destruction of OPEN DRIVE Cards shall be accepted by the Call Centre 24 hours a day on all days of the week at the phone number +48 801 235 682, +48 501 235 682. In each case of notifying the loss or destruction of the OPEN DRIVE Card it is necessary to provide the number of the lost or damaged OPEN DRIVE Card. PKN ORLEN shall confirm the fact of deactivation of the OPEN DRIVE Card by entering relevant information in the internal system in the list of OPEN DRIVE Cards on the Fleet account.

3. Liability of the Fleet

a) Except as stated otherwise in these Regulations, the Fleet shall be fully liable for the proper and safe use of all OPEN DRIVE Cards issued to it. In particular, the Fleet shall be liable for Non-cash Transactions performed by unauthorised persons at the Fuel Stations Abroad or the Fuel Stations in Poland as a result of breach of the obligations to protect an OPEN DRIVE Card by the Fleet or an OPEN DRIVE Card user, which are specified in point V.1 hereof; b) The Fleet shall be liable on general principles for all damages resulting from failure to perform or improper performance of provisions of the Annex and these Regulations; c) The Fleet shall be responsible for all actions or omissions of users of OPEN DRIVE Cards, persons to whom the Fleet made the OPEN DRIVE Card available or to whom the Fleet disclosed PIN, as well as persons who obtained the OPEN DRIVE Card or PIN as a result of their improper storage; d) The liability of the Fleet shall cover all damages that occur or are revealed during the term of the Annex and after its termination, irrespective of the method of its termination, or after its expiry.

4. Limitations of liability of the Fleet

a) The account of the Fleet shall be charged with Non-cash Transactions performed using the lost OPEN DRIVE Card at the Fuel Stations Abroad and the Fuel Stations in Poland until its loss is notified to PKN ORLEN., up to the PLN equivalent of EUR 150 converted into PLN according to the average PLN/EUR exchange rate announced by the National Bank of Poland as on the day of notification of its loss to PKN ORLEN. However, the abovementioned limitation shall not apply to Non-cash Transactions performed at the Fuel Stations in Poland or the Fuel Stations Abroad through the fault of the Fleet or the OPEN DRIVE Card user, in particular when they failed to fulfil obligations to protect the OPEN DRIVE Card specified in point V.1 hereof or obligations to report objections concerning discrepancies in the List of Non-cash Transactions specified in point VII.2 hereof; b) The account of the Fleet shall not be charged with Non-cash Transactions performed using the lost OPEN DRIVE Card at the Fuel Stations Abroad or the Fuel Stations in Poland after notification of its loss to PKN ORLEN, unless they occurred through the deliberate fault of the Fleet or the OPEN DRIVE Card user;

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c) The Fleet shall not be charged with Non-cash Transactions performed using the lost OPEN DRIVE Card at the Fuel Stations Abroad or the Fuel Stations in Poland, if they occurred as a result of improper performance of the obligation by PKN ORLEN.

VI. Rules for performance of Non-cash Transactions with the use of OPEN DRIVE Cards

1. Conditions for performance of Non-cash Transactions Non-cash transactions conducted with OPEN DRIVE Cards at the Fuel Stations Abroad or the Fuel Stations in Poland should fulfil the following conditions:

a) the PIN entered by the user must be positively verified (accepted) by the terminal of the OPEN DRIVE Card; b) the vehicle, whose registration number is indicated on the OPEN DRIVE Card, should be present at the place where Non-cash Transaction is made. Refuelling may be performed exclusively to a tank mounted permanently in the above described vehicle (the abovementioned obligation applies exclusively to Non-cash Transactions conducted at the Fuel Stations in Poland); c) the OPEN DRIVE Card user shall provide the Operator with the registration number of the vehicle present at the place of Non-cash Transaction (the abovementioned obligation applies exclusively to Non-cash Transactions conducted at the Fuel Stations in Poland).

2. PIN In addition to the OPEN DRIVE Cards issued to the Fleet, PKN ORLEN shall deliver by traditional mail, in accordance with the rules of confidentiality and according to the procedure specified herein, the PIN numbers, which should be kept confidential by the Fleet and disclosed only to authorised persons. The Fleet is obliged to instruct all users of OPEN DRIVE Cards on the rules for proper use of OPEN DRIVE Cards using PIN. In particular, the Fleet should inform OPEN DRIVE Cards users that their PIN can be given only in electronic devices during the performance of Non-cash Transactions using the OPEN DRIVE Card at the Fuel Stations in Poland or Fuel Stations Abroad and that it should be entered in a manner preventing access to it by unauthorized persons. An OPEN DRIVE Card blocked by PIN cannot be used again. In such situation it shall be necessary to order a new OPEN DRIVE Card in accordance with point IV.4 hereof.

3. Performance of Non-cash Transactions The Non-cash Transaction shall be performed with the use of an OPEN DRIVE Card at the Fuel Stations Abroad and the Fuel Stations in Poland by presenting the OPEN DRIVE Card to the Operator, inserting the OPEN DRIVE Card by its user into the Terminal, entering PIN and receipt of a Printout from the Terminal issued by the Operator confirming the performance of the Non-cash Transaction and correctness of PIN. Using the OPEN DRIVE Card shall be possible after prior notification of the Operator about the intention to perform the Non-cash Transaction using the OPEN DRIVE Card. The Fleet authorizes Operators running toll booths on toll roads to perform Non-Cash Transactions also without verifying the PIN number.

4. Inability to perform Non-cash Transactions

a) technical reasons – if during performance of the Non-cash Transaction at the Fuel Stations Abroad or the Fuel Stations in Poland payment with the OPEN DRIVE Card turns out to be impossible due to technical reasons, e.g. due to the failure of the Terminal, the Operator shall contact the Call Centre. If the Operator obtains permission for performance of the Non-cash Transaction, the Operator shall register it by issuing a relevant Receipt. The user of the OPEN DRIVE Card shall receive the second copy of the Receipt upon acceptance of the contents of the Receipt by legible signature. The Fleet shall be liable for payment for the Non-cash Transactions specified above according to rules stipulated in the Annex and in these Regulations;

b) Exceeding the limit on the OPEN DRIVE Card – if during performance of the Non-cash Transaction at the Fuel Stations Abroad or the Fuel Stations in Poland it turns out to be impossible to conduct the Non-cash Transaction with the use of the OPEN DRIVE Card due to exceeded limit on the OPEN DRIVE Card, such Non-cash Transaction shall not be booked as the Non-cash Transaction with the use of the OPEN DRIVE Card. In such case, the Fleet shall be obliged to pay on its own the amounts due for all purchased Products or Services according to rules applied at a given Fuel Station (i.e. payment by cash or payment by card). c) exceeding the Credit Limit by the Fleet – if during the sale of Products or Services it turns out to be impossible to conduct a Non-Cash Transaction with the use of the OPEN DRIVE Card due to the exceeded Security/Credit Limit, such transaction shall not be booked as Non-Cash Transaction with the use of the OPEN DRIVE Card. In such a case, the Fleet shall be obliged to pay on its own the amount due for all purchased Products or Services according to general rules applied at fuel stations (i.e. payment by cash or payment card).

d) damage to the OPEN DRIVE Card indicating its improper storage or use – if during performance of the Non-cash Transaction at the Fuel Stations Abroad or the Fuel Stations in Poland the Operator discovers damage to the OPEN DRIVE Card, such Non-cash Transaction

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shall not be booked as the Non-cash Transactions with the use of the OPEN DRIVE Card. In such case, the Fleet shall be obliged to pay on its own the amounts due for all purchased Products or Services according to rules applied at a given Fuel Station (i.e. payment by cash or payment by card).

e) the User of the OPEN DRIVE Card uses the OPEN DRIVE Card after expiry of its validity, the deactivated Card or the Card blocked by PIN – if during the sale of Products or Services the Operator discovers that the OPEN DRIVE Card is invalid, deactivated or blocked, then the transaction shall not be booked as a Non-Cash Transaction with the use of the OPEN DRIVE Card. In such a case, the Fleet shall be obliged to pay on its own the amount due for all purchased Products or Services according to general rules applied at fuel stations (i.e. payment by cash or payment card).

PKN ORLEN shall not be liable for refusal to accept the OPEN DRIVE Card by the Operator and for refusal to authorise the Non-cash Transaction performed with the use of PIN for reasons beyond the control of PKN ORLEN.

5. Proofs of performance of Non-Cash Transactions Each Non-Cash Transaction conducted at the Fuel Stations Abroad or the Fuel Stations in Poland shall be registered in the system with the stated number of the Non-cash Transaction, date, place, value and quantity of purchased Products or Services. Performance of the Non-cash Transaction by the user of OPEN DRIVE Cards at the Fuel Stations Abroad or the Fuel Stations in Poland shall be confirmed by a Printout from the Terminal or a Receipt. Upon receipt of the copy of the document the User of OPEN DRIVE Cards shall verify the correctness of data appearing thereon.

6. Deactivation of the OPEN DRIVE Card PKN ORLEN shall deactivate the OPEN DRIVE Card, if any of the following situations occurs:

a) submission of a request for deactivation of a given OPEN DRIVE Card by Fleet; b) ascertainment of the breach of the provisions of the Annex by the Fleet through default in the timely payment of amounts due.; c) confiscation of the OPEN DRIVE Card in accordance with point 8 below; d) financial destabilisation of the Fleet ascertained by PKN ORLEN, which justifies the concern for cessation of payments of amounts due for Non-cash Transactions at the Fuel Stations Abroad and the Fuel Stations in Poland; e) exceeding by the Fleet the Credit Limit awarded to the Fleet pursuant to the contract concluded with PKN ORLEN; f) failure to provide the required Security within the stipulated time-limit; g) revocation by the Insurer of the insurance limit awarded to the Fleet.

7. Verification of correctness of performance of the Non-cash Transaction at the Fuel Stations in Poland (applies only to Non-cash Transactions conducted at the Fuel Stations in Poland) The Operator is entitled to verify on behalf of PKN ORLEN the correctness of the Non-cash Transaction performed with the use of the OPEN DRIVE Card at the Fuel Station in Poland. For that purpose at the request of the Operator the user of the OPEN DRIVE Card shall present the vehicle registration book. Refusal to show the document specified in the previous sentence may constitute the basis for refusal to carry out the Non-cash Transaction. Performance of the Non-cash Transaction by the Operator without checking the aforementioned document cannot be a basis for filing any claims against PKN ORLEN.

8. Refusal to perform the Non-cash Transaction or confiscation of the OPEN DRIVE Card In the case of any doubts that are justified in the Operator’s opinion as to the conformity with the law of the Non-cash Transaction being performed at the Fuel Stations Abroad or the Fuel Stations in Poland, the Operator may refuse to perform the Non-cash Transaction or confiscate the OPEN DRIVE Card, if: • the user of the OPEN DRIVE Card wants to perform the Non-cash Transaction at the Fuel Station in Poland for a vehicle other than the one whose registration number appears on the OPEN DRIVE Card (the abovementioned obligations shall apply only to Non-cash Transactions conducted at the Fuel Stations in Poland); • the user of the OPEN DRIVE Card wants to perform the Non-cash Transaction in order to fill up with fuel a container of a canister type or other container not being a fuel tank permanently fitted to the vehicle whose registration number appears on the OPEN DRIVE Card (the abovementioned obligations shall apply only to Non-cash Transactions conducted at the Fuel Stations in Poland);

• In the abovementioned situations PKN ORLEN S.A. shall not be liable for refusal to accept the OPEN DRIVE Card by the Operator and for refusal to authorize the Non-Cash Transaction. The Card retained by the Operator at the Fuel Station in Poland or the Fuel Station Abroad shall be deactivated in the system, and the Fleet shall be obliged to pay the amount due for all purchased Products or Services according to general rules applied at fuel stations (i.e. payment by cash or payment card).

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VII. Settlement of Non-cash Transactions

1. General rules a) rules for performance of Non-cash Transactions at the Fuel Stations Abroad or the Fuel Stations in Poland are regulated by the Annex. Sales invoices for Non-Cash Transactions performed by the Fleet using OPEN DRIVE Cards shall be issued by a given CG Company through PKN ORLEN after the end of each Settlement Period in accordance with the Annex and shall be sent to the Fleet immediately, however not later than within 7 days from the date of sale. The date of sale for Non-cash Transactions conducted at the Fuel Stations Abroad or the Fuel Stations in Poland shall be the last day of the Settlement Period accepted by the Parties to the Annex. b) lists of Non-cash Transactions at the Fuel Stations Abroad or the Fuel Stations in Poland performed in the given Settlement Period are available via the personalized website and in paper form sent together with a sales invoice; c) the sales invoices referred to in point 1 shall be issued in the currency of the country of the registered seat of the CG Company and shall include information on the total amount payable in the currency of settlement (PLN or EUR) according to the choice made by the Fleet in the Annex. Each sales invoice shall include an attachment with detailed description of conducted Non-cash Transactions constituting an integral part of the sales invoice. d) regardless of the number of sales invoices, each sales invoice or each set of sales invoices, as appropriate, shall be annexed with the so called “list of sales invoices” constituting information for the Fleet on the amount due expressed in the currency of settlement specified in the Annex; e) sales invoices shall be paid in the currency of settlement specified in the Annex within the period and to the account indicated on the sales invoice; f) purchases of BIO 100 and BIO 85 are not covered by any deductions or discounts.

The Fleet is obliged to repay the debt resulting from the sales invoice without an additional call for payment and undertakes to pay the amounts due for Non-cash Transactions in accordance with prices applicable at the Operator at the time of using the OPEN DRIVE Card to perform the Non-cash Transaction at the Fuel Stations Abroad or the Fuel Stations in Poland, reduced by granted deductions specified in the Annex, if relevant.

2. Non-receipt or discrepancy on a list of Non-cash Transactions The Fleet is obliged to submit to PKN ORLEN S.A. a written objection as to any discrepancies of Non-cash Transactions performed at the Fuel Stations Abroad or the Fuel Stations in Poland within 14 days from receipt of the sales invoice and the list from PKN ORLEN or through PKN ORLEN, as appropriate. The day of entering the list into the Portal shall be considered the day of receipt of the list. In such a case, the Fleet is obliged to notify PKN ORLEN in writing, in particular about: questioned Non-cash Transactions at the Fuel Stations Abroad or the Fuel Stations in Poland included on the list, errors or any other irregularities in the settlement process. PKN ORLEN shall examine these complaints in accordance with point IX hereof. Submission of a written objection by the Fleet as to any discrepancies of Non-cash Transactions at the Fuel Stations Abroad or the Fuel Stations in Poland shall not release the Fleet from the obligation to pay within the required time-limit any amounts due under the Annex.

3. Confirmation of Non-cash Transactions by the Fleet Failure to submit objections referred to in point VII.2 hereof shall be considered confirmation by the Fleet of Non-cash Transactions conducted at the Fuel Stations Abroad or the Fuel Stations in Poland shown on the sales invoice and in the list.

4. Settlement of OPEN DRIVE Cards Support Services OPEN DRIVE Cards Support Services shall be settled on the last day of the calendar month, irrespective of the Settlement Period selected by the Fleet. The day of performance of OPEN DRIVE Cards Support Services shall be the last day of the calendar month in which OPEN DRIVE Cards were issued, irrespective of Settlement Periods selected by the Fleet. The sales invoice documenting the Non-cash Transactions performed at the Fuel Stations in Poland shall cover the abovementioned services.

VIII. Portal

1. General rules The Portal is a tool for managing the car fleet via the Internet. The Fleet gains free access to the Portal with its individual Login and password. Application for opening an account on the Portal shall be sent in a written form to the address: portalflota@orlen.pl. Access data are sent to the e-mail address of a given Portal User specified in the application. Mailing data of the Portal User provided by the Fleet shall be used for exchange of electronic information between the Fleet and PKN ORLEN. The multi-level protection system guarantees full protection of business data of the Fleet.

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2. Scope of liability a) The Fleet undertakes not to make available the access data (Login and password) to the Portal to any third parties; b) The Fleet, at the moment of getting access to the Portal agrees to the storing and processing of data in electronic form by PKN ORLEN and to its use for commercial purposes, in particular by sending commercial information and other marketing information by PKN ORLEN via email to the e-mail address indicated by the Fleet; c) If the Fleet provides PKN ORLEN with information concerning its personal data, such as address, email address, phone and fax numbers, demographic data and other identifying information, such information shall not be disclosed to any external organization, unless PKN ORLEN is obliged to disclose such information pursuant to legal provisions in force; d) The Fleet undertakes to use the Portal in accordance with legal provisions in force, good practices and while observing intellectual property rights;

e) PKN ORLEN reserves the right to unilaterally decide about the contents of the Portal, as well as changes and modifications made on the said Portal; f) PKN ORLEN has entered into the Portal materials protected by copyright, including: documents, trademarks

and other works, particularly texts, photographs and artwork, and the adopted selection and layout of contents of the Portal constitute an autonomous object of protection on the grounds of the copyright law;

g) while making available on the Portal contents constituting an autonomous object of protection on the basis of the copyright law, PKN ORLEN emphasizes to the Fleet the necessity to respect intellectual property rights; h) the Fleet shall be fully liable for all its operations made on its account on the Portal, and the Fleet shall bear the same liability for operations made by the User of the Portal, persons to whom it made available the Login and password to the Portal and persons who obtained the access to Login and password to the Portal as a result of inadequate protection of these data by the Fleet.

IX. Complaints

1. The Fleet has the right to report to PKN ORLEN in writing, under pain of nullity, any other complaints than those indicated in point VII.2, however not later than within 14 days from the day the Fleet learned or could have learned while exercising due care about the activity being complained against.

2. The fleet is obliged to attach to each complaint a confirmation of completion of the Non-cash Transaction conducted at the Fuel Station Abroad or the Fuel Station in Poland being complained against and other documents proving the legitimacy of the complaint.

3. The CG Company in which the event being complained against by the Customer appeared shall consider the complaint referred to in point IX.1 within 14 days from the date of its receipt by PKN ORLEN. Should it be necessary for examination of the complaint to gather additional information, in particular to obtain it from the Fleet or the Operator, the CG Company shall notify PKN ORLEN or the Fleet about the expected time for examination of the complaint.

4. Failure to file the complaint by the Fleet within the period specified in point IX.1 of these Regulations shall result in the loss of the right to make such complaint.

X. Security for claims

a) Establishment and selection of the form of Security To make it possible to satisfy any claims that may arise from non-performance or improper performance of the Annex, including default in payment of amounts due for Non-cash Transactions conducted at the Fuel Stations Abroad or the Fuel Stations in Poland, the Fleet is obliged to establish at its cost and within the period specified in the Annex a Security for payment in the form, amount and for the period agreed upon with PKN ORLEN. The Security may be established in the form of: blank promissory note with or without guarantee, guarantee/surety provided by other business entities (other than bank or insurance company), insurance guarantee, bank guarantee, blockade of funds on the bank account of the Fleet,, deposit on the bank account of PKN ORLEN, receivables insurance or in any other form indicated by PKN ORLEN. The Fleet is obliged to present to PKN ORLEN a proof of establishment of the Security not later than within 7 Working Days from the day of establishing the Security. PKN ORLEN shall verify the established Security in formal and legal terms not later than within 10 Working Days from the day of receiving the proof of establishment of the Security. At the request of the Fleet and in justified cases, PKN ORLEN may agree to the extension of the time-limit for establishment of the Security or change of the selected form of Security. Any changes of the name or legal form of the Fleet shall require an update of data contained in the Security.

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b) Verification of the form of Security during the term of the Annex • At any time PKN ORLEN may: - evaluate the financial reliability of the Fleet on the basis of current financial documents delivered by Fleet, in particular financial statements, tax declarations, statements on the absence of arrears in payments from the Social Insurance Institution and relevant tax authorities, - demand an increase of the value of the established Security, - demand an establishment and presentation of another Security within the period specified by PKN ORLEN.

• in case of withdrawal from the requirement to establish the Security by the Fleet, PKN ORLEN may grant to the Fleet the Credit Limit on the basis of documents constituting a legal basis for its business activity and financial documents referred to above presented by the Fleet. Information obtained in the manner described above shall be used by PKN ORLEN only for the purpose of evaluating the payment reliability of the Fleet. PKN ORLEN undertakes to keep confidential the information obtained by it and ensure an adequate protection of such information against third party access. PKN ORLEN shall have the right to verify the issued decision during the term of the Annex.

c) Control of the Credit Limit amount The Fleet has the right to perform Non-Cash Transactions using OPEN DRIVE Cards up to the amount of the Credit Limit.

d) Change of factual or legal situation The Fleet is obliged to inform PKN ORLEN in writing about any changes of factual and legal circumstances concerning it that influence the evaluation of financial reliability of the Fleet, in particular those concerning its legal status, within 5 Working Days from the day of occurrence of the event causing the change. Any changes of the name or legal personality of the counterparty shall necessitate update of data included in the Annex by signing a separate legal document.

e) Entry of the Annex into force

The Annex shall enter into force on condition that a Security is established by the Fleet and accepted by PKN ORLEN. Should PKN ORLEN withdraw from the requirement of establishing the Security by the Fleet, the Annex shall become effective as from the day of its signing, whereas the provisions of point X.a of these Regulations shall not apply towards the Fleet.

XI. Final settlement of Non-cash Transactions in the case of termination of the Annex

1. Final settlement of Non-cash Transactions

Expiration of the Annex shall not change the rules for settlement of Non-cash Transactions conducted at the Fuel Stations Abroad and the Fuel Stations in Poland – they remain in force until complete settlement of Non-cash Transactions performed with the use of OPEN DRIVE Cards by the Fleet. Sales invoices shall cover amounts due under Non-cash Transactions made for the Fleet until the expiration of the Annex. The sales invoices referred to in the previous sentence shall be immediately sent to the address of the Fleet.

XII. Amendment to the Regulations for Sale and Use of OPEN DRIVE Cards of PKN ORLEN S.A.

and the Annex

1. PKN ORLEN is entitled to amend the Regulations during the term of the Annex.

Should these Regulations be amended, PKN ORLEN shall notify the Fleet about the introduced amendments in writing, while the updated version of the document shall be entered for downloading into the PKN ORLEN website. If the Fleet does not accept amendments to the Regulations, it should terminate the Annex on 14 days’ notice as from receipt by the Fleet of information about amendment of these Regulations. Failure to terminate the Annex by the Fleet shall be considered as acceptance of the updated Regulations. The Parties agree that an amendment of the Table of Fees and the Table of Products and Services as to the extension of the available assortment during the term of the Annex shall not constitute an amendment of the Regulations and, therefore, does not require the procedure described in this point to be implemented. All amendments to the Annex should be made in writing, otherwise null and void. Any notices, letters, correspondence and documents related to the Annex as well as the performance thereof should be prepared in writing in Polish.

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2. PKN ORLEN S.A. may amend these Regulations during the term of the Annex.

In the case of amendment of these Regulations, PKN ORLEN shall notify the Fleet about the introduced changes in writing, whereas the current version of the document shall be available for downloading on the website of PKN ORLEN. If the Fleet does not accept the amendments of the Regulations, it should terminate the Annex with notice within 14 days from the date of receipt of information about amendments of these Regulations. Failure to terminate the Annex by the Fleet shall be considered to be an acceptance of the current Regulations. The Parties agree that an amendment of the Table of Fees and the Purchasing Categories as to the extension of the available assortment during the term of the Annex shall not constitute an amendment of the Regulations or amendment of the Annex and, therefore, does not require the procedure described in this point to be implemented. 3. To all Annexes the content of which refers to the Regulations of PKN ORLEN dated 8 March 2012, these Regulations dated 12 November 2012 shall apply.

XIII. Severability

If one or more provisions of these Regulations is held invalid, unlawful or unenforceable in any scope and for any reason, such invalidity, unlawfulness or unenforceability shall not affect validity, lawfulness and enforceability of these Regulations in the remaining scope.

XIV. Protection of personal data

Polski Koncern Naftowy ORLEN S.A., with its registered seat in Płock 09-411, ul. Chemików 7 informs that it is the controller of personal data provided by the Fleet*, within the meaning of the Personal Data Protection Act of 29 August 1997 (Journal of Laws of 2002 no. 101, item 926 as amended) processed for the purpose of and in the scope necessary for servicing and implementation of this contract. Provision of personal data is voluntary and connected with conclusion and performance hereof.

The data controller informs that recipients of data provided by the Fleet may be entities cooperating with Polski Koncern Naftowy ORLEN S.A. in connection with fulfilment of the abovementioned purpose.

The Fleet is entitled to access its personal data and the right to amend them.

* applies to the Fleets being natural persons, including those conducting business activities subject to entry in the Business Activity Central Register and Information Record, also as partners in civil law partnerships

XV. Final provisions

1. Offsetting The Fleet authorises PKN ORLEN irrevocably and unconditionally, after the notification of the Fleet and irrespective of the time of maturity of the debt towards PKN ORLEN, to offset amounts due to the Fleet from PKN ORLEN against amounts due to PKN ORLEN from the Fleet under the Annex.

2. Governing law

In matters not provided for in these Regulations, the provisions of the Polish law shall apply. 3. Settlement of disputes The Parties undertake to take actions in good faith to settle amicably all disputes and differences of opinions resulting from the Annex or its interpretation. Should the amicable settlement of a dispute fail, the Parties jointly agree that all disputes remaining in connection with the Annex shall be settled by a common court of local and material jurisdiction for the seat of PKN ORLEN.

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List of Appendices to the Regulations for Sale and Use of OPEN DRIVE Cards of 12 November 2012

Appendix no. 1 – Table of fees

Title Fees

New OPEN DRIVE Card PLN 10.00 + VAT according to applicable VAT rate

Replacement OPEN DRIVE Card PLN 10.00 + VAT according to applicable VAT rate

Fees due to PKN ORLEN S.A. in the case of withdrawal from the Annex according to the procedure indicated in point XI.1 of the Regulations for Sale and Use of OPEN DRIVE Cards of PKN ORLEN S.A. of 1 September 2011

number of OPEN DRIVE cards issued to the Fleet x PLN 20.00 + VAT according to applicable VAT rate

Appendix no. 2 – Purchasing Categories available in the OPEN DRIVE Programme

RC 10 –> diesel fuel (including Bio-diesel), AdBlue (from pump or in canisters), tolls RC 20 –> 01 + petrol (including LPG) RC 30 –> 02 + premium fuel (Verva fuel, 98 petrol) RC 40 -> 03 + car wash RC 50 -> 04 + car accessories and operating fluids RC 60 -> all available products

Appendix no. 3 – Fuel Stations in the Czech Republic excluded from acceptance of OPEN DRIVE Cards

No. Station no. City/town Street Postcode Province

1 952 Bohumín – Pudlov Drátovenská 735 51 Moravskoslezský 2 957 Březnice Rožmitálská 153 262 72 Středočeský 3 828 Černožice nad Labem - 503 04 Královehradecký 4 955 Hovorany č.p. 791 696 12 Jihomoravský 5 960 Milovice Dukelská 321 289 23 Středočeský 6 956 Liptál č.p. 483 756 31 Zlínský 7 850 Přerov Tovačovská 300 750 11 Olomoucký 8 958 Světice Hlavní 195 251 01 Středočeský 9 959 Uherské Hradiště Sokolovská 1395 68601 Zlínský

10 954 Veselí nad Moravou Blatnická 1673 698 01 Jihomoravský

Polski Koncern Naftowy ORLEN S.A. Fleet Card Sales Office ul. Chemików 7, 09-411 Płoc k Call Centre + 48 501 235 682, email: flota@orlen.pl ;

www.flota.orlen.pl