Draft resolutions for the EGM of PKN ORLEN on 30 December 2004

Polski Koncern Naftowy ORLEN S.A. ("PKN ORLEN"), Central Europe’s largest downstream oil company, hereby announces draft resolutions to be passed by the Extraordinary General Meeting of Shareholders of PKN ORLEN as of 30 December 2004.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding appointment of the Chairman of the Extraordinary General Meeting of Shareholders

§ 1

Acting under Article 409, § 1 sentence 1 of the Code of Commercial Companies and with respect to § 5 of the regulations of the General Meeting of Shareholders of PKN ORLEN, the Extraordinary General Meeting of Shareholders of PKN ORLEN hereby elects ………………...... to the position of the Chairman of the Extraordinary General Meeting of Shareholders.

§ 2

The resolution takes immediate effect. The resolution was passed in a secret ballot.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding the Agenda of the Extraordinary General Meeting of Shareholders

§ 1

The Extraordinary General Meeting of Shareholders of PKN ORLEN hereby approves the following Agenda of the Meeting:
1. Opening;
2. Election of the Chairman of the Meeting;
3. Affirmation of the legality of the Meeting and its ability to pass resolutions;
4. Approval of the Agenda;
5. Election of the Vote Counting Commission;
6. Passing of a resolution concerning the preparing of PKN ORLEN’s financial statement according to International Financial Reporting Standards starting on 1 January 2005;
7. Passing of resolutions concerning changes in the Supervisory Board of PKN ORLEN;
8. Closure of the General Meeting of Shareholders.

§ 2

The resolution takes immediate effect.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding appointment to the Vote Counting Commission

§ 1

Acting under § 8 of the Regulations of the General Meeting of Shareholders of PKN ORLEN, the Extraordinary General Meeting of Shareholders of PKN ORLEN hereby decides to appoint ………………………. to the Vote Counting Commission.

§ 2

The resolution takes immediate effect. The resolution was passed in a secret ballot.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding preparing of the financial statement

§ 1

The Extraordinary General Meeting of Shareholders of PKN ORLEN has decided that PKN ORLEN will start preparing its unconsolidated financial statement according to International Financial Reporting Standards on 1 January 2005.

§ 2

The resolution takes immediate effect.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding the removal of member of the Supervisory Board of PKN ORLEN

§ 1

Under § 8, item 2, point 2 of the Company’s Articles of Association the Extraordinary General Meeting of Shareholders of PKN ORLEN decides to remove …………………. from the Supervisory Board of PKN ORLEN.

§ 2

The resolution takes immediate effect. The resolution was passed in a secret ballot.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding the establishment of the number of members of the Supervisory Board of PKN ORLEN

§ 1

Under § 14, item 1 of the Regulations of the General Meeting of Shareholders of PKN ORLEN, the Extraordinary General Meeting of Shareholders of PKN ORLEN establishes …..-member composition of the Supervisory Board of PKN ORLEN, including 2 members fulfilling requirements settled in § 8, item 5 of the Company’s Articles of Association.

§ 2

The resolution takes immediate effect.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding appointment to the Supervisory Board of PKN ORLEN

§ 1

Under § 8 item 2 point 2 of the Company’s Articles of Association and according to § 14 item 2 of the Regulations of the General Meeting of Shareholders of PKN ORLEN, the Extraordinary General Meeting of Shareholders of PKN ORLEN decides to appoint ………………………. to the Supervisory Board of PKN ORLEN. Mr/ Mrs ………. fulfils criteria described in § 8 item 5 of the Company’s Articles of Association and he/ she made the appropriate statement.

§ 2

The resolution takes immediate effect.

RESOLUTION No
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004
regarding appointment to the Supervisory Board of PKN ORLEN

§ 1

Under § 8 item 2 point 2 of the Company’s Articles of Association and according to § 14 item 2 of the Regulations of the General Meeting of Shareholders of PKN ORLEN, the Extraordinary General Meeting of Shareholders of PKN ORLEN decides to appoint ………………………. to the Supervisory Board of PKNORLEN.

§ 2

The resolution takes immediate effect. The resolution was passed in a secret ballot.