Changes in the Management Board of PKN ORLEN

Regulatory filing dated February 8, 2002

Polski Koncern Naftowy ORLEN SA (“PKN ORLEN”), Central Europe’s largest downstream oil company, hereby announces that on February 8, 2002 the Supervisory Board of PKN ORLEN dismissed Mr Andrzej Modrzejewski from the position of CEO and President of the Management Board of PKN ORLEN.
The dismissal was said to be due to concern over his ability to manage the Company, deteriorating financial results and that he had lost the confidence of shareholders. The Supervisory Board also announced that their decision has nothing in common with yesterday’s media reports on CEO’s questioning at Warsaw's Public Prosecutor’s Office.

The Supervisory Board of PKN ORLEN also dismissed Mr Jaroslaw Tyc from his position as Vice-President of the Management Board of PKN ORLEN and Retail Sales Director following the motion by the Ministry of the State Treasury dated February 8, 2002 to execute such a dismissal under § 9, art. 1, point 3 of the Company’s Statutes.

The Supervisory Board of PKN ORLEN also dismissed Mr Andrzej Dretkiewicz from his position as a member of the Management Board of PKN ORLEN and Wholesale and Logistics Director.

On February 8, 2002 the Supervisory Board of PKN ORLEN appointed:

Mr Zbigniew Wrobel as CEO and President of the Management Board
Mr Slawomir Golonka as Vice-President of the Management Board
Mr Ernest Macenowicz to the Management Board

As a result of appointment of Mr Golonka as Vice-President of the Management Board he has in consequence resigned his position on the Supervisory Board of PKN ORLEN. The Ministry of the State Treasury appointed Mr Grzegorz Mroczkowski in his place.

Curriculum Vitae - Zbigniew Wrobel

Mr Wrobel, age 49, graduated from the Slask University of Science & Technology, Faculty of Crude and Coal Processing. Between 1986-1991, he worked at LOT, the Polish national airline, and was the Managing Director of ‘LOT Air Tours’. In 1991-1993, he was Sales and Distribution Director at Philip Morris Poland and in 1993 became Sales and Distribution Director of PepsiCo Trading Poland. Since 1996, he has been Vice President of PepsiCo Eastern Europe and responsible for Corporate Development.

Other posts he holds include:

President of the Polish Association of Food Producers since 1995
Founder and President of Promarka - the Association of Genuine/Vintage Product Manufacturers since 1997
Vice President of UNESDACISDA in Brussels since 1998
Vice President of World Federation of Advertisers in Brussels since 2000
Member of the Board of Association des Internationales de Marque - AIM in Brussels since 1997

Since 2001 he has been a supervisory board member of Okocim S.A., the Polish Brewery, and Inteligo Financial Services

Mr Wrobel does not hold any position in organisations that compete with PKN ORLEN and is not a registered bad debtor.

Curriculum Vitae - Ernest Macenowicz

Ernest Macenowicz, age 54, graduated from the Academy of Agriculture in Krakow and post-graduate study on Management and the Organisation of Work.
He was Advisor to the Minister of Foreign Affairs between 1980-1994, Secretary of the Polish Embassy in the Hague
Between 1995-1996 he held position of the Managing Director in the Cabinet of the Prime Minister in the Hague and then became State Secretary in the Office of the Prime Minister until 1997.
Since 1997 he has been holding position of a Director at NAFTOBAZY

Other posts he holds include:
Member of the Supervisory Board in CPN SA. (1996-1997)
Member of the Supervisory Board in CENZIN SA. (1996-1997)
Member of the Supervisory Board in Budimex SA. (2001-2002)

Currently the Chairman of the Supervisory Board in PERN, the National Pipeline Operator

Curriculum Vitae - Grzegorz Mroczkowski

Grzegorz Mroczkowski, age 41, graduated from the Warsaw University of Science and Technology, Faculty of Mechanics and Technology. He also graduated from the manager’s post-graduate study at the Warsaw University, Faculty of Management and Organisation.

Other posts he has held include:
Chief service constructor in SCANVAEGT-INTERTEXT in Warsaw (1993-1994)
Deputy Director of PP POLEXPO in Warsaw (1994-1995)
Deputy Director of OFFICE BUSINESS SERVICE in Warsaw (1995)
Project Manager of the Polish-German Co-operation Fund (1992-1996)
Deputy Director at the Ministry of Privatisation (1995-1997)
Deputy Director in the Department of Corporate Supervision at the Ministry of State Treasury (1997)
Director of the Finance Department at the Ministry of State Treasury (1997-2001)

Since 2001 Mr Grzegorz Mroczkowski has been Director of Restructuring and Welfare at the Ministry of State Treasury.

Curriculum Vitae - Slawomir Golonka

Mr Slawomir Golonka, age 46, graduated from The Warsaw School of Planning and Statistics, currently the Warsaw School of Economics, at the Faculty of Foreign Trade. He is currently an adviser in BRE Bank S.A. Previously, he was Vice President, Marketing and Sales Director in Polkomtel S.A., the operator of Plus GSM.
Between1989-1996 he was the manager and then Vice President of the Management Board in Brinkmann & Lendwehrmen Investment Banking, and then Management Focus, International Consulting Group.

In the past he has been a member of several supervisory boards including, among others, Rafineria Gdanska, CPN and APC Metalchem. He is currently the Chairman of the Supervisory Board of NFI Jupiter S.A

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