A transfer agreement with Orbis S.A.

The Management Board of Polski Koncern Naftowy ORLEN S.A. (PKN ORLEN), Central Europe's largest downstream oil company, announces that on 10 December 2002, PKN ORLEN signed a transfer agreement with Orbis S.A. (Orbis). The above agreement was signed as a fulfilling condition of an agreement signed on 15 November 2002 regarding the purchase of AWSA Holland II B.V. shares. (see current report dated 15th November 2002)

In the light of the above, Orbis sold 165,924 shares of AWSA Holland II B.V. (representing 9.22 per cent of the initial capital) to PKN ORLEN 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.

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.