AGM of PKN ORLEN

The General Assembly of PKN ORLEN adopted the motion of the Company’s Management Board regarding the distribution of profit for the previous year in the amount of over PLN 2,527 billion which took into account the conditional issue of finalising the process of the purchase of Mažeikiu Nafta shares by March 31, 2007. If the transaction is not carried out by the above deadline, PKN ORLEN shall designate the amount of over PLN1,924 billion (i.e. PLN 4.5 /share) for the payment of dividends and the remaining part of the profit shall be allocated as supplementary capital (PLN 597,523 million) and the Company’s Benefit Fund (PLN 5 million).

If the purchase of shares of the Lithuanian refinery is finalised by March 31, 2007, the distribution of profit will not include any dividend payment and will be carried out according to the following arrangement: over PLN 2,522 billion for the supplementary capital and PLN 5 million for the Company’s Benefit Fund. The 1st day of August 2006 was agreed as the dividend day. The dividend payment day was fixed as per the Board’s motion as the 4th day of May 2007.

Shareholders approved the report of the Management Board regarding the operations of the Company and the ORLEN Group, as well as the unconsolidated and consolidated financial statements for the financial year 2005.

The General Assembly voted its approval of the performance of their duties in 2005 by the present Members of the Management Board and all the members of the Supervisory Board who performed their functions in the previous year. The former Members of the Management Board who held their functions until June 29, 2005, Mr Andrzej Macenowicz and Mr Janusz Wisniewski, were not granted the meeting’s approval of the performance of their duties.

The General Assembly designated a part of the meeting to voting on the amendments to the Company Articles of Association as proposed by the Management Board. The most important, regarding the extension of the scope of business of the Company into the area of gas and oil mining and exploration activities, including the provision of services related to gas and oil deposits exploitation. Shareholders also adopted an important change to the Articles of Association defining the required number of two independent members of the Supervisory Board, the conditions that must be met by the candidates for these posts, and detailing the obligations of the Management Board in case these requirements are not met.

In accordance with the requirements of the Warsaw Stock Exchange, the annual update regarding the application of the Corporate Governance principles was submitted to a vote. The resolution was adopted by the General Assembly. PKN ORLEN declares that it is applying all the principles, with the exception of no 20 rule, which requests that at least half of the members of the Supervisory Board be independent. At the last General Assembly in June 2005, the implementation of this rule was recommended by the Management Board; it was however disapproved by Shareholders.

The final point on the agenda regarded the changes as to the composition of the Supervisory Board. The General Assembly dismissed the Supervisory Board’s deputy chairman, Mr Andrzej Olechowski, from his position. A Supervisory Board consisting of 7 members was voted in. Mr Wiesław Rozlucki, designated by the shareholder ING Nationale Nederlanden, was appointed as the independent member. Also the candidature of Mr Ryszard Sowinski, designated by the State Treasury as a member of the Supervisory Board, was accepted by Shareholders. A current member of the Supervisory Board, Mr Maciej Mataczynski, was appointed Chairman of the Supervisory Board. The position of the Supervisory Board member designated directly by the State Treasury remains vacant.

The complete text of the resolutions adopted by the General Assembly is available at in the Investor Relations section.