Agenda for the Ordinary General Meeting of PKN ORLEN shareholders to be held on 27 June 2006

Polski Koncern Naftowy ORLEN Spolka Akcyjna ("PKN ORLEN", “Company”), Central Europe's largest downstream oil company, hereby publishes the Agenda of the Ordinary General Meeting (“Meeting”) of PKN ORLEN, to be held on 27th June 2006. The Meeting shall commence at 13.00 CET in Plock (Poland) at the following address:
Dom Technika
ul. Kazimierza Wielkiego 41

The Meeting is convened by the Management Board of PKN ORLEN S.A. in line with Article 399 §1 in connection with Article 395 §1 of the Code of Commercial Companies and in line with §7 item 3 of the Company’s Articles of Association.

Agenda of the Ordinary General Meeting of Shareholders:
1. Opening
2. Election of the Chairman of the Meeting
3. Affirmation of the legality of the Meeting and ability to pass resolutions
4. Approval of the Agenda
5. Election of the Vote Counting Commission
6. Revision of the Management Board's Report on PKN ORLEN's performance and financial results of PKN ORLEN for the financial year 2005 with a motion concerning profit distribution for the financial year 2005.
7. Revision of the Management Board's Report on the PKN ORLEN's Capital Group performance and consolidated financial statements of the PKN ORLEN Capital Group for the financial year 2005.
8. Presentation of the Supervisory Board's Report on the Management Board's Report on PKN ORLEN's performance and financial results of PKN ORLEN for the financial year 2005 regarding conformity with books and documentation, and with the actual status and the Management Board's motion concerning profit distribution for the financial year 2005.
9. Passing of a resolution concerning approval of the Management Board's Report on PKN ORLEN's performance and financial results for the financial year 2005.
10. Passing of a resolution concerning approval of the Management Board's Report on PKN ORLEN's Capital Group performance and consolidated financial statements of the PKN ORLEN Capital Group for the financial year 2005.
11. Passing of a resolution concerning the distribution of profit made by PKN ORLEN in 2005 and the setting of the dividend day and the date for payment of the dividend.
12. Passing of resolutions concerning approval of PKN ORLEN Management Board Members' performance in 2005.
13. Passing of resolutions concerning approval of PKN ORLEN Supervisory Board Members' performance in 2005.
14. Passing of a resolution concerning the leasing of assets of Zaklad Ekspedycji, representing the organised part of the enterprise, and the selling of the movables of Zaklad Ekspedycji.
15. Passing of resolutions concerning amendments to the Articles of Association of PKN ORLEN and giving authority to the Supervisory Board of PKN ORLEN S.A. to agree the unified text of the Company’s Articles of Association.
16. Passing of a resolution concerning approval of the Corporate Governance Principles for the issuers of shares, convertible bonds and pre-emptive conversion bonds admitted to public trading.
17. Passing of a resolution concerning amendments to the Constitution of the General Meeting of PKN ORLEN and the adoption of the unified text of the amended Constitution of the General Meeting of Shareholders of PKN ORLEN
18. Information regarding the general restructurisation plan in the first quarter 2006.
19. Changes to the composition of the Supervisory Board.
20. Closure of the General Meeting of Shareholders.

According to the point 15 of the agenda regarding the changes in the Company Articles of Association, pursuant to Article 402 § 2 of the Code of Commercial Companies, PKN ORLEN hereby publishes the proposed amendments to the Articles of Association of PKN ORLEN:

1. in § 2 item 2 point 18 as below:
“production and exploration of crude oil”
to be replaced with the following:
“production of, exploration and searching for, crude oil, including operating services connected with the exploitation of crude oil deposits”

2. in § 2 item 2 point 19 as below:
“production and exploration of natural gas”
to be replaced with the following:
“production of, exploration and searching for, natural gas, including operating services connected with the exploitation of natural gas deposits”

3. in § 2 item 2 after point 26 to be added the following:
“27. operating in telecommunication and tele-information and advisory services in that area, including operating in land-line telecommunication, telegraphy, mobile telecommunication, data transmitting.
28. operating in informatics, including software editorial services, software editorial services in the other operations connected with data bases and data processing, hardware advisory, conservation and repair of office machines, accounting machines and hardware.
29. recruitment and employee leasing, and economic activity operating and management advisory services.”

4. in § 8 item 5 as below:
“At least two members of the Supervisory Board have to comply with the following provisions:
1. he/she is not an employee of the Company or the Affiliated Entity;
2. he/she is not a member of the supervisory or management authorities of the Affiliated Entity;
3. he/she is not a shareholder having 5% or more votes on the Company’s General Meeting of Shareholders or the Affiliated Entity’s general meeting;
4. he/she is not a member of supervisory or management authorities or employee of the entity having 5% or more votes on the Company’s General Meeting of Shareholders or the Affiliated Entity’s general meeting;
5. he/she is not an ascendant, descendant, spouse, sibling, spouse’s parent or any other person remaining in an adoption relationship with any of the persons mentioned above.
Above mentioned provisions must be fulfilled during whole period of the mandate. Any member who did not comply or stopped complying with the above provisions should be immediately recalled.
In the respect to these Articles of Association „the Affiliated Entity” means that it is Dominant towards the Company, Dependent Entity towards the Company or Dependent Entity towards the Company’s Dominant Entity.
In the respect to these Articles of Association an entity is „Dependent Company” towards another entity (Dominant Entity) if Dominant Entity:
a) has a majority votes in authorities of another entity (Dependent Entity), also on the basis of agreements with other entitled parties, or
b) is entitled to appoint or recall majority of members of other entity (Dependent Entity) management authorities, or
c) more than half of the members of the board of the second entity (Dependent Entity) are at the same time members of the board or managers of the first entity or other entity remaining with the first one in dependence relation.
Dependent Entity towards Dominant Entity towards the Company is also entity which is Dependent towards another entity which remains in dependence relation towards Dominant Entity towards the Company.
Statements in this article came into effect on the day of the General Meeting of Shareholders approval of the Company’s financial statement for year 1999.
to be replaced with the following:
“At least two members of the Supervisory Board have to comply with the following provisions (so-called independent members of the Supervisory Board):
1. he/she is not an employee of the Company or the Affiliated Entity;
2. he/she is not a member of the supervisory or management authorities of the Affiliated Entity;
3. he/she is not a shareholder having 5% or more votes on the Company’s General Meeting or the Affiliated Entity’s general meeting;
4. he/she is not a member of supervisory or management authorities or employee of the entity having 5% or more votes on the Company’s General Meeting or the Affiliated Entity’s general meeting;
5. he/she is not an ascendant, descendant, spouse, sibling, spouse’s parent or any other person remaining in an adoption relationship with any of the persons mentioned above.
Independent members of the Supervisory Board submit to the Company, before they are appointed to the Supervisory Board, a written declaration that they comply with the above mentioned provisions.
In case the above mentioned provisions are not fulfilled by the member of Supervisory Board, he/she is obliged to inform immediately the Company about that fact. The Company informs its Shareholders about the current number of independent members of the Supervisory Board.
In case the number of independent members of the Supervisory Board amounts to less than two, the Management Board of the Company is obliged to convene immediately the General Meeting and place on the agenda of that General Meeting the point regarding the changes to the composition of the Supervisory Board. Until the changes to the composition of the Supervisory Board regarding the adjustment of the number of independent members of the Supervisory Board to the requirements of the Articles of Association are made, the Supervisory Board act in the so far composition and statements of Article 8 item 9a of these Articles of Association are not applied.
In respect to these Articles of Association „the Affiliated Entity” means that it is Dominant towards the Company, a Dependent Entity towards the Company, or a Dependent Entity towards the Company’s Dominant Entity.
In respect to these Articles of Association an entity is a „Dependent Company” towards another entity (“Dominant Entity”) if the Dominant Entity:
a) has a majority votes in the authorities of another entity (Dependent Entity), also on the basis of agreements with other entitled parties, or
b) is entitled to appoint or recall a majority of members of the other entity’s (Dependent Entity) management authorities, or |
c) more than half of the members of the management board of the second entity (Dependent Entity) are at the same time members of the board or managers of the first entity or other entity remaining with the first one in a relationship of dependence.
Dependent Entity towards Dominant Entity towards the Company is also entity which is Dependent towards another entity which remains in a dependence relation towards Dominant Entity towards the Company.

5. in § 8 item 9a as below:
„Passing resolution regarding:
a) any contribution to members of the management board provided by the Company or any related entities,
b) giving permission to sign any significant agreement between the Company or its dependent subsidiaries, with entities related to the company, member of the supervisory board, or management board, as well as with entities related to them,
c) choosing an auditor to review the financial statements of the Company requires the assent of at least half of the independent members of the Supervisory Board as mentioned in § 8 item 5.”
to be replaced with the following:
„Passing resolution regarding:
a) any contribution to members of the management board provided by the Company or any related entities,
b) giving permission to sign any significant agreement between the Company or its dependent subsidiaries, with entities related to the company, member of the supervisory board, or management board, as well as with entities related to them,
c) choosing an auditor to review the financial statements of the Company requires the assent of at least half of the independent members of the Supervisory Board with the restriction to the provisions of § 8 item 5.”

6. in § 8 item 12 point 4 letter a) as below:
“a) activities performed within the confines of ordinary Management Board, including in particular all activities subject to turnover of crude oil and petroleum products, as well as all activities approved by the Supervisory Board in annual economic and technical plans”
to be replaced with the following:
“a) activities performed within the confines of ordinary Management Board, including in particular all activities subject to the turnover of crude oil and petroleum products, as well as all activities approved by the Supervisory Board in annual financial plans”

7. after §9 to be added §9a “Observers” as follows:
“1. Until the Minister responsible for the issues of the State Treasury or another Minister executes the rights over PKN ORLEN S.A. shares, held by the State Treasury, the responsible Minister can appoint to the Company one or two Observers.
2. Detailed rules of Observers acting are described in the Constitution of the General Meeting, Constitution of the Supervisory Board and Constitution of the Management Board.”

In accordance with Article 406 § 3 of the Code of Commercial Companies participation in the Ordinary General Meeting is permitted for those holding certificates. The certificates must be issued by a brokerage house or a bank managing a securities account, state the number of shares owned, and confirm that the shares will have been deposited in the account by the end of the Meeting.

Participation in the Meeting is permitted on condition that the certificates mentioned above will be submitted by 19 June 2006 inclusive at the Legal Office - room 110, Company’s Headquarters in Plock, 7 Chemikow St., between 8.00 a.m. and 4.00 p.m.

Copies of the Management Board’s Report on PKN ORLEN’s performance and a report on financial results of PKN ORLEN, together with a copy of the Supervisory Board’s Report and a copy of the Certified Auditor’s report, will be distributed no earlier than 15 days before the Meeting. The copies of other issues included in the Agenda will be made available no earlier than a week before the Meeting in the Company’s Headquarters in Plock, 7 Chemikow St. at the reception desk from 8 am till 3 pm.

The list of shareholders entitled to participate in the Meeting will be made available in the Company's Headquarters for three working days before the Meeting.

Registration of shareholders and distribution of voting cards will begin at 12:00 p.m. at the front of the Meeting hall.

Detailed information regarding the Meeting are available on the Company’s web-side www.orlen.pl.