Agreements with Orbis and Kulczyk Holding

The Management Board of Polski Koncern Naftowy ORLEN S.A. (PKN ORLEN), Central Europe's largest downstream oil company, announces that on 15 November PKN ORLEN signed an agreement with Orbis S.A. (Orbis), subject to conditions, under which PKN ORLEN shall purchase from Orbis 165,924 shares of AWSA Holland II B.V. (representing 9.22 per cent of the initial capital) for PLN 61,400,000.

AWSA Holland II B.V. is the exclusive partner of AWSA Holland I B.V., a Dutch company holding a 98.85 per cent stake in Autostrada Wielkopolska SA. The transaction will be concluded if certain conditions specified in the sale agreement are fulfilled by 10 December 2002.

In light of the above, on 14 November 2002 PKN ORLEN and its shareholder Kulczyk Holding signed a supplementary agreement, obliging Kulczyk Holding to repurchase PKN ORLEN's AWSA Holland II BV's shares, if requested to do so by PKN ORLEN, up until 31 December 2006, and until 7 January 2038 if Kulczyk Holding withdraws from its investment in AWSA Holland II B.V..

Kulczyk Holding, as a partner of AWSA II Holland B.V., has made specific commitments to PKN ORLEN regarding expenditure restrictions In return, PKN ORLEN committed itself to paying PLN 6,140,000.

PKN ORLEN has also committed itself to sell its AWSA Holland II B.V. shares, if requested to do so by Kulczyk Holding between 1 January 2005 and 31 December 2006.

About PKN ORLEN SA

PKN ORLEN S.A. is one of the largest companies in Central & Eastern Europe, with listings on the Warsaw and London Stock Exchanges, and trading on the OTC market in the U.S.A. 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 sector in Poland.