Amendment in 2003 annual unconsolidated report

Amendment of periodic report in the form of 2003 annual unconsolidated report.

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe's largest downstream oil company, hereby informs about the amendment of 2003 annual unconsolidated report, issued on 31 March 2004. As a result of the editorial mistake, in Note 45 of Financial Statement: Contingent liabilities and risk, as well as in Note 1.4.1 of Management Board Commentary: Loans, sureties and guarantees granted to employees and companies of the Capital Group, the text concerning pledge on shares in BOP was omitted. (The Company informed about this pledge in current report no 97/2003 dated 20 December 2003).

As a result, the above Notes are supplemented by the following:

k. Pledge on BOP shares

Pursuant to the registered share pledge agreement dated 19 December 2003, PKN ORLEN established for the benefit of Kredyt Bank S.A. with seat in Warsaw (acting as the Security Agent) (the “Security Agent”) a registered pledge, and as the temporary security until the date of entering the registered pledge into pledge register an ordinary pledge (i.e., a pledge under Article 327 et seq. of the Civil Code), in respect of all the shares held by PKN ORLEN in the share capital of the BOP, that is, 907,398 shares with a nominal value of PLN 500 each, which shares represent 50% of the share capital of the Joint-Venture Company, and entitle the shareholder to exercise 50% of the votes at the Shareholders Meeting of the Joint-Venture Company. The condition for the effective establishment of the registered pledge is the entry of such pledge into the pledge register held by the applicable court. Upon registration of the registered pledge the ordinary pledge shall expiry.
The pledge established pursuant to the share pledge agreement dated 19 December 2003, provides a security for repayment of present and future pecuniary claims of the pledgee under the Hedging Intercreditor Agreement up to the maximum amount of 750,000,000 Euro.

On 23 January 2004 the entry to the pledge register in respect of all the shares of the BOP held by the Company was made.

As of 31 December 2003, due to condition precedents, BOP did not start to utilise financing facility to which relates the collateral described above.