Changed Agenda of the Extraordinary GM of PKN ORLEN

Regulatory filing dated 23 January 2002

Changed Agenda of the Extraordinary General Meeting of Shareholders of PKN ORLEN

Polski Koncern Naftowy ORLEN Spolka Akcyjna (PKN ORLEN), Central Europe's largest downstream oil company hereby announces changes to the Agenda of the Extraordinary General Meeting of Shareholders of PKN ORLEN to be held on 21 February 2002 and announced on 6 November 2001.

The Agenda was as follows:
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 of resolution concerning approval for disposal (sale or lease) of self-operating parts of the Company;
7. Passing of resolutions concerning purchase and sale of property/ real estate or part of, by the Company;
8. Passing of resolutions concerning changes to the Company’s Supervisory Board Composition;
9.Closure of the Extraordinary General Meeting of Shareholders.

It has been decided to be extend the Agenda with the following :

“Passing of resolutions concerning appropriate approvals for the formation of the JV with Basell Europe Holdings BV and contribution of the polymer complex as a self operating part of PKN ORLEN to this JV as required by the regulations of the Polish Law and the Company’s Statute”

In light of the above the binding Agenda of the Extraordinary General Meeting of Shareholders of PKN ORLEN to be held on 21 February 2002 is as follows:

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 of resolutions concerning appropriate approvals for the formation of the JV with Basell Europe Holdings BV and contribution of the polymer complex as a self operating part of PKN ORLEN to this JV as required by the regulations of the Polish Law and the Company’s Statute; Passing of resolution concerning approval for disposal (sale or lease) of self-operating parts of the Company;
7. Passing of resolutions concerning purchase and sale of property / real estate or part of, by the Company;
8. Passing of resolutions concerning changes to the Company’s Supervisory Board Composition;
9. Closure of the Extraordinary General Meeting of Shareholders.

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 the number of shares owned and confirming these shares will have been deposited on the account by the end of the Extraordinary General Meeting of Shareholders. Participation in the Extraordinary General Meeting of Shareholders is permitted on condition that the certificates mentioned above will be submitted at least seven days prior to the Extraordinary General Meeting of Shareholders in the Company’s Headquarters in Plock, Chemików St. 7, at the Legal Office - room 203 between 8 a.m. and 4 p.m

Registration of shareholders will begin at 10.00 a.m. on 21 February 2002 right in front of the conference hall. A week before the Extraordinary General Meeting of Shareholders, the materials concerning cases and matters listed in the Agenda and materials concerning the Extraordinary General Meeting of Shareholders to the extend required by the Law will be made available to the Shareholders at the reception of the Company’s Headquarters in Plock, Chemików St. 7. between 8 a.m. and 3 p.m