Apeal against the resolution no 1 of the AGM

An action at law brought to the District Court in Warsaw by Kulczyk Holding S.A., Euro Agro Centrum S.A., Bengodi Finance S.A.

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe’s largest downstream oil company, hereby announces that on 2 July 2004 the following shareholders: Kulczyk Holding S.A. based in Warsaw; Euro Agro Centrum S.A. based in Warsaw; and Bengodi Finance S.A. based in Warsaw; brought an action at law to the District Court in Warsaw regarding the invalidity of resolution no 1 of the Ordinary General Meeting of Shareholders of PKN ORLEN dated 28 June 2004 including the motion for securing the claims. Resolution no 1 is as follows:

RESOLUTION No 1

OF THE

GENERAL MEETING OF SHAREHOLDERS

OF

POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA

dated 28 June 2004

regarding amendments to the Articles of Association of PKN ORLEN in the version including a proposal by a shareholder – State Treasury amendment, which is in accordance with the motion made by a shareholder - Nafta Polska S.A.

§ 1

Pursuant to art. 430 § 1 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of PKN ORLEN hereby makes the following amendments to the Articles of Association of PKN ORLEN:

§ 7 item 11 as below:

“The voting rights of the Company’s shareholders are restricted in such a way that at the General Meeting of Shareholders none of them can exercise more than 10% of the total votes existing in the Company as of the day when the General Meeting of Shareholders takes place, with the restriction that for the purpose of establishing principles for persons buying significant shareholdings stated in the Law on Public Trading of Securities such restrictions concerning voting rights do not exist. The above-mentioned voting right restriction does not concern Nafta Polska S.A., the State Treasury and depository bank which, on the basis of the agreement between the bank and the Company, has issued depository receipts in connection with the Company’s shares (in case this entity exercises its voting right from the Company’s shares). For the purposes of this item the voting rights exercised by the dependent entity is understood as an exercise of voting rights by the dominant entity as stated in the Law on Public Trading of Securities, and for the counting of votes to which a shareholder is entitled the number of votes per share is added to the number of votes per share a shareholder would have if his GDR were exchanged for shares.”

To be replaced with the following:

“The voting rights of the Company’s shareholders are as follows:

1. The voting rights of those of the Company’s present and new shareholders, who bought or came into possession of the Company’s shares after the introduction of the changes to the Company’s Article of Association at the General Meeting of Shareholders dated 28 June 2004, are restricted in that the shareholder who, after buying or coming into possession of the Company’s shares, has more than 20% of the total number of votes of the Company, cannot exercise more than 20% of the total votes of the Company as of the day when the General Meeting of Shareholders takes place, with the restriction that for the purpose of establishing the duties for those people who buy significant shareholdings as stated in the Law on Public Trading of Securities such restrictions concerning voting rights do not mean an exemption from duty.

If those shareholders, who on the day of the introduction of the changes to the Articles of Association as mentioned in point no 1 are in possession of more than 20% of the total number of the votes of the Company, and are thus entitled to exercise more than 20% of the total number of votes of the Company, buy or take over new shares after the above mentioned day, than they are entitled to exercise the voting rights only equivalent to the number of shares which does not extend the number of votes to which they are entitled on 28 June 2004.
As of the day of coming into operation of the normative regulation which ensures a proper protection of the interests of the State Treasury as far as the companies which are of significance for the Polish market are concerned, but no later than 30 June 2005, the voting right of the shareholders of the Company is limited so that a shareholder, irrespective of the day of coming into possession of the shares, cannot exercise during the General Meeting of Shareholders more than 20 % of the total number of votes of the Company as of the day when the General Meeting of Shareholders takes place.
For the purposes of the above mentioned points no 1-3, the voting right exercised by the dependent entity is understood as an execution of voting rights by the dominant entity as stated in the Law on Public Trading of Securities, and for the counting of votes to which a shareholder is entitled the number of votes per share is added to the number of votes that would have been obtained by a shareholder if his GDRs were exchanged for shares.
The change of this item requires the passage of a resolution by the General Meeting of Shareholders with a majority of 80% of the given votes.”

About PKN ORLEN

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 which includes the largest network of service stations in Poland. It also has significant financial investments in the telecommunications sector in Poland.