No. 91/2004  | 30-12-2004

Resolutions passed by 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 the resolutions passed by the Extraordinary General Meeting of Shareholders of PKN ORLEN on 30 December 2004.

RESOLUTION No 1
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 Mr Jozef Palinka 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 2
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004

regarding removing point 7 from the Agenda of the Extraordinary General Meeting of Shareholders

§ 1

The Extraordinary General Meeting of Shareholders of PKN ORLEN hereby decides to remove from the Agenda of the Extraordinary General Meeting of Shareholders of PKN ORLEN point 7 as follows: “Passing of resolutions concerning changes in the Supervisory Board of PKN ORLEN”.

§ 2

The resolution takes immediate effect.

RESOLUTION No 3
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 preparation of PKN ORLEN’s financial statement, according to International Financial Reporting Standards starting on 1 January 2005;
7. Closure of the General Meeting of Shareholders.

§ 2

The resolution takes immediate effect.

RESOLUTION No 4
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004

regarding election of the Vote Counting Commission

Acting under § 8 of the Constitution of the Extraordinary General Meeting of Shareholders of PKN ORLEN SA, the Extraordinary General Meeting of Shareholders of PKN ORLEN S.A. hereby appoints the following members to the Vote Counting Commission:
- Aneta Berdys
- Marcin Kaminski
- Marcin Kolecki

§ 2

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

RESOLUTION No 5
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF
POLSKI KONCERN NAFTOWY ORLEN SPOLKA AKCYJNA
dated 30 December 2004

regarding preparation 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.