Agenda of EGM of PKN ORLEN on 6 July 2001

Polski Koncern Naftowy ORLEN S.A. (PKN ORLEN), Central Europe's largest downstream oil company, hereby announces what follows:
Management Board of PKN ORLEN, a company with its headquarters in Plock, Chemikow St. 7, acting under art. 399 par 1 and in connection with art. 398 of the Commercial Code and par 7 item 2 and 4 of the Company Statutes, is calling for an Extraordinary General Meeting of Shareholders of PKN ORLEN to be held on 6th July 2001 at 11.00 in the House of Technician located at Kazimierza Wielkiego St. 41.

Agenda:

1.Opening of the Extraordinary General Meeting of Shareholders;
2.Election of the Chairman of the Extraordinary General Meeting of Shareholders;
3.Affirming the legality of calling the Extraordinary Meeting of Shareholders and legal ability of the Meeting to pass resolutions;
4.Approval of the agenda;
5.Election of the Vote Counting Commission;
6. Passing resolution concerning approval of the Board's Report on performance of the Capital Group of PKN ORLEN together with consolidated financial report of the Capital Group of PKN ORLEN for the financial year 2000;
7. Passing resolution concerning repeated issuance of bonds;
8. Passing resolutions concerning approval for disposal (sale or lease) of self-operating parts of the Company;
9. Passing resolutions concerning purchase and sale of property / real estate, or part of, by PKN ORLEN;
10. Passing resolutions concerning changes to the Company's statutes;
11. Closure of the Extraordinary General Meeting of Shareholders.

In accordance with art. 402, par 2 of the Commercial Code the Management Board of PKN ORLEN announces possible changes to the Company's statutes.

1. In par 7, item 7, point 8 of the Company's statutes having the following wording:
" approval to sell the Company's industrial estate" is to be deleted.

2. In par 7, item 7, point 12 of the Company's statutes having the following wording:
"issuance of bonds, including convertible bonds" is to be given wording as below: " issuance of convertible bonds or precedence bonds ". 3. In par 7, item 7 of the Company's statutes the listed regulations change their numbers as below: point 9 changes into point 8; point 10 changes into point 9; point 11 changes into point 10; point 12 changes into point 11; point 13 changes into point 12; 4. In par 8, item 9, point 1 of the Company's statutes having the wording: "with the restriction to point 2 of this item, the resolutions are passed with an absolute majority of the votes cast in the presence of at least half of the members of the Supervisory Board, while the votes cast mean votes "for", "against" and "abstain" is to be given wording as below: "With the restriction to point 2 of this item, resolutions of the Supervisory Board are passed in absolute majority of the votes cast at the presence of at least half of the Supervisory Board members, while the votes cast are these 'in favour', 'against' or 'abstain'". In case of equal number of votes the Chairman's vote is prevailing and decisive"; 5. In par 8, item 11 of the Company's statutes point 13 to be added in the wording as below: "giving assent, on the Management Board's motion, to sell and to purchase property / real estate or share in such property / real estate, whose net book value exceeds one twentieth of the initial capital"; 6. In par 8, item 12 of the Company's statutes point 8 to be added in the wording as below: "issuance of bonds"; 7. In par 8 of the Company's statutes item 16 to be added in the wording as below: "Members of the Supervisory Board can participate in passing resolutions of the Board through voting in writing and passing their votes through another member of the Supervisory Board or through direct means of remote communication, as defined in the Regulations of the Supervisory Board" 8. In par 9, item 7 of the Company's statutes having the wording: "The Management Board Resolutions are required in order to perform any activities exceeding the scope of ordinary Management Board, which will be specified in the Management Board regulations" is to be given wording as below: "Matters required to be regulated through resolution of the Management Board" 1. all matters going beyond competence of the ordinary board meeting which will be specified in the regulations of the Management Board; 2. sale and purchase of property / real estate or share in such property / real estate, whose net book value does not exceed one twentieth of the initial capital 3. sale and purchase of property / real estate or share in such property / real estate, whose net book value exceeds one twentieth of the initial capital after prior approval of the Supervisory Board". Participation in the Extraordinary General Meeting of Shareholders is permitted under certificates issued by a brokerage house or a bank running the securities account stating a number of shares owned and confirming these shares will have been deposited on the account by the end of the Meeting. Participation in the General Assembly is allowed on condition that the certificates mentioned above will be submitted at least 7 (seven) days prior to the General Meeting, i.e. by 27th June 2001 (Wednesday), in the headquarters of the Company in Plock, Chemikow St. 7, in the Main Administration Building, Legal Department on 2nd floor, room 203, between 700 am and 300pm. The representatives of legal persons should present valid copies of appropriate registries stating names of persons entitled to represent such legal persons as well as appropriate permission. The permission to participate in the Extraordinary General Meeting of Shareholders is valid only in writing. The list of Shareholders entitled to participate in the Extraordinary General Meeting of Shareholders will be available in the Company's headquarters three weekdays prior to the Meeting. Check in of shareholders will begin at 10.00 a.m. on 6th July 2001 right in front of the conference hall. The materials concerning cases and matters listed in the Agenda concerning the Extraordinary General Meeting of Shareholders will be availbale to Shareholders between 8 a.m. and 3 p.m. in the Company's headquarters in Plock, Chemikow St. 7, in the Main Administration Building at the reception. The Management Board of PKN ORLEN SA About PKN ORLEN Polski Koncern Naftowy ORLEN S.A. is one of the largest companies in Central & Eastern Europe, with listings on the Warsaw and London Stock Exchanges. It is Poland's largest refiner of crude oil and marketer of world-class petroleum and related products. It has a substantial wholesale and retail distribution system that includes the largest network of service stations in Poland. It also has significant financial investments in the telecommunications sectors in Poland. December 1998 concerning the nature, form and scope of current and periodical information as well as time when such information is bound to be forwarded by issuer admitted to public trading (Official Journal of Bills No. 163, item 1160 and according The release was formed according to par 42, item 1 of Ministry Decree dated 22 to art. 81 par. 1, item 2 of the Law on Public Trading of Securities dated 21 August, 1997 (Official Journal of Bills No 118, item 754 with the later amendments)