An agreement with Tankpol

The Management Board of Polski Koncern Naftowy ORLEN S.A. (PKN ORLEN) announces that on 23 December 2002 it signed an agreement with Tankpol Sp. z o.o. in respect of the transfer to PKN ORLEN of 470 shares in ORLEN PetroTank Sp. z o.o., with a nominal value of PLN 10,000 each, as collateral for a liability between Tankpol and PKN ORLEN.

PKN ORLEN already owns 60 per cent of ORLEN PetroTank and unless these shares are redeemed by Tankpol it will own 100% of the total shares and 100% votes at its shareholders' meeting.

ORLEN PetroTank's activities include wholesale and retail fuels.

Except for the transfer agreement referred to above, no other relationship exists between the issuer and the issuer's managing or supervising persons, and the transferor of the shares.

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.