Agenda of AGM on 28 June 2002

Agenda for the General Meeting of Shareholders of PKN ORLEN SA.

Polski Koncern Naftowy ORLEN Spolka Akcyjna (“PKN ORLEN”), Central Europe's largest downstream oil company hereby publishes the agenda of the General Meeting of Shareholders of PKN ORLEN as at 28th June 2002. The GM shall commence at 10.30 CET in Plock at the following address:
Centrum Edukacji Sp. z o.o. ul. Kobylińskiego 25 Hall B

Agenda of the General Meeting of Shareholders of PKN ORLEN:

Opening;

Election of the Chairman of the meeting;

Affirmation of the legality of the meeting ;

Approval of the agenda;

Election of the Vote Counting Commission;

Revision of the Management Board’s Report on performance of PKN ORLEN together with presentation of PKN ORLEN’s financial results for the periods ending December 31, 2001 with a motion concerning profit distribution for the year ending December 31, 2001.

Presentation of the Supervisory Board’s Report on the Management Board's Performance Report Passing of a resolution concerning approval of the Management Board’s Report on PKN ORLEN’s performance and financial results for the year ending December 31, 2001;

Passing of a resolution concerning distribution of profit made by PKN ORLEN in 2001;

Passing of resolutions concerning approval of PKN ORLEN Management Board Members’ performance in 2001;

Passing of resolutions concerning approval of PKN ORLEN Supervisory Board Members’ performance in 2001;

Passing of resolution concerning approval for disposal (sale or lease) of self-operating properties / entities of the Company;

Passing of resolutions concerning changes in Resolution No 6 passed by the Extraordinary General Meeting of Shareholders on 21st February 2002 and regarding the relevant approvals, which are requested on the basis of the provisions of law and the Company’s Articles of Association, for the establishment of a joint venture company with Bassell Europe Holdings B.V. and the contribution to this joint venture the self-operating entity / properties (including real estate) of PKN ORLEN's Polymers Block;

Passing of a resolution concerning changes to the Company’s Articles of Association *;

Passing of a resolution concerning changes to the Regulations of the General Meeting of Shareholders of PKN ORLEN;

Passing of a resolution concerning changes to the rules of the Management Option Programme in PKN ORLEN;

Changes in the Supervisory Board of PKN ORLEN;

Closure of the General Meeting of Shareholders.

* in translation; to be submitted and released shortly.

Participation in the General Meeting of Shareholders is permitted for those holding certificates, issued by a brokerage house or a bank managing a securities account, stating the number of shares owned and confirming that the shares will have been deposited in the account by the end of the Meeting.

Participation in the Meeting is permitted on condition that the certificates mentioned above will be submitted at least seven days prior to the Meeting at the Legal Office - room 110 (first floor), Company Headquarters in Plock, Chemikow St. 7, between 7.30 a.m. and 4 p.m. Voting can be performed either personally or through a power of attorney.

Representatives of legal persons should submit the relevant copy of a court register defining the persons entitled to represent such legal persons. A week before the Meeting, copies of the materials concerning cases and matters listed in the agenda and materials concerning the Meeting, to the extent required by Law, will be made available to Shareholders at the reception of the Company’s Headquarters in Plock, Chemikow St. 7. between 8 a.m. and 3 p.m

The list of shareholders entitled to participate in the Meeting will be made available in the Company’s Headquarters for three days before the Meeting. Registration of shareholders and distribution of voting cards will begin at 9.30 a.m. in front of the meeting hall.