Draft resolutions for EGMs of PKN ORLEN on December 15,2000

Draft resolutions for Extraordinary General Assembly of Shareholders of PKN Orlen SA on December 15,2000

RESOLUTION No 1
of the EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS of POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated December 15, 2000

Regarding recalling from the Supervisory Board

Under § 8, pt. 2, item 2 of the Company's Statutes the Extraordinary General Assembly of Shareholders of Polski Koncern Naftowy ORLEN S.A. decides as follows:
§1
Mr Andrzej Bankowski retires from the Supervisory Board of Polski Koncern Naftowy ORLEN Spolka Akcyjna
§ 2
The resolution comes into effect on the day of passing

RESOLUTION No 2
of the EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS of POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated December 15, 2000

Regarding establishment of a number of members in the Supervisory Board of Polski Koncern Naftowy ORLEN S.A.

Under § 8, pt. 1 of the Company's Statutes and § 14, pt. 1 of the Regulations of the General Assembly of Shareholders of Polski Koncern Naftowy ORLEN S.A., the Extraordinary General Assembly decides as follows:
§1
Establish the composition of the Supervisory Board of Polski Koncern Naftowy ORLEN S.A. at the level of ..., including two members fulfilling requirements of § 8, pt.5 of the Company's Statutes and one member of the Supervisory Board appointed by the national Treasury according to §8,pt.2, item 1 of the Statutes.
§ 2
The resolution comes into effect on the day of passing

RESOLUTION No 3
of the EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS of POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated December 15, 2000

Regarding establishment of a composition of the Supervisory Board of Polski Koncern Naftowy ORLEN S.A.

Under § 8, pt. 2, item 2 of the Company's Statutes, the Extraordinary General Assembly of Shareholders of Polski Koncern Naftowy ORLEN S.A. decides as follows:
§1
Appoint Mr/Mrs ... to be a member of the Supervisory Board of Polski Koncern Naftowy ORLEN Spolka Akcyjna.
§ 2
The resolution comes into effect on the day of passing

RESOLUTION No 4
of the EXTRAORDINARY GENERAL ASSEMBLY OF SHAREHOLDERS of POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated December 15, 2000

Regarding changes of the principles of remuneration for Supervisory Board members

Under § 7, pt. 7, item 4 of the Company's Statutes, the Extraordinary General Assembly of Shareholders of Polski Koncern Naftowy ORLEN S.A. decides upon the following principles of remuneration:
§1
1. Monthly remuneration for the members of the Supervisoy Board at ... of the average salary in the industrial sector excluding profit rewards in Q4 of the previous year and announced in Q4 of the previous year by the President of the General Office of Statistics.
2. The member of the Supervisor Board is entitled to such payment, as described in item 1 above, regardless of his actual attendance.
3. The member of the Supervisor Board is not entitled to such payment for the month in which the member was absent without justification from all the meetings. The member's absence can be justified or not through the resolution of the Supervisory Board.
4. Payment described in item 1 above is calculated proportionally to the number of days of holding the position in cases where an appointment or recall is made in the middle of the month.
5. Payment described in item 1 above will be paid in arrears, by the 10th day of the month following that for which it is due.
6. Payment charges the Company account.
7. Additionally, the Company covers costs incurred by the member of the Supervisory Board through execution of different functions, especially costs of transportation from the place of residence to the Supervisory Board meeting venue and return, and such costs of individual relevant assignments as well as subsistence costs.
8. According to art.13, pt. 7 and art. 41, pt 1 of the private person income tax bill dated July 26, 1991 (Journal of Bills No 14 of the year 2000 item 176 with the latter amendments), the Company calculates and deducts in advance money for the income tax from the payments due to the Supervisory Board members.
9. The members of the Supervisory Board are entitled to receive payment described in item 1 above by ...(date)
§2
Principles for remuneration current to this date for members of the Supervisory Board expire with immediate effect and are no longer valid.
§3
The resolution comes into effect on the day of passing