Extraordinary General Meeting of Shareholders to be held on 3 April 2000

Under par. 42, item 1 of Ministry Decree dated 22 December 1998 concerning the nature, form and scope of current and periodical information as well as time when such information is bound to be forwarded by issuer admitted to public trading (Official Journal of Bills No. 118, item 1160) and Under Art. 81 par. 1, item 3 of the Law on Public Trading of Securities dated 21 August, 1997 (Official Journal of Bills No 118, item 754 with the later amendments) The Management Board of Polski Koncern Naftowy S.A. wishes to announce that by the Resolution of the Company’s Board dated 29 February 2000 the Management Board of Polski Koncern Naftowy S.A., a company with its headquarters in Plock, Chemikow St. 7, acting under art. 391 and art. 393 § 1 of the Commercial Code and § 7 item 4 of the Company Statutes, is calling for an Extraordinary General Assembly of Shareholders to be held on 3 April 2000 at 12.00 in the Company’s Headquarters, Chemikow St. 7 (main administration building)

Agenda:
1. Opening of the Extraordinary General Assembly of Shareholders;
2. Election of the Chairman of the Extraordinary General Assembly of Shareholders;
3. Affirming legality of calling for the Extraordinary General Assembly of Shareholders and legal ability of the Assembly to make resolutions;
4. Setting and approving the agenda
5. Passing a resolution concerning approval of the Regulation of the General Assembly of Shareholders of Polski Koncern Naftowy Spolka Akcyjna;
6. Passing resolutions concerning changes to the Company’s Statutes;
7. Passing a resolution concerning changes in the composition of the Supervisory Board;
8. Closing of the Assembly

Under art. 396 § 2 of the Commercial Code the Management Board of Polski Koncern Naftowy S.A. informs of the suggested changes to the Statutes: § 1 par. 3 Current wording: "The Company is operating under the name : Polski Koncern Naftowy Spolka Akcyjna. The company can use the short form : PKN S.A." Suggested wording: "The Company is operating under the name : Polski Koncern Naftowy ORLEN Spolka Akcyjna. The company can use the short form : PKN ORLEN S.A." § 8 par. 12, item 4 to be deleted: "incurring of other liability or making an order which on the basis of one or several related legal actions, excluding commercial transactions made on day-to- day basis – exceeds an equivalent of one fifth of the share capital unless the General Assembly is competent to incur or make the above actions;" in § 8 par. 12 regulations change their numbers as below: - item 5 changes into item 4; - item 6 changes into item 5; - item 7 changes into item 6.

Participation in the Assembly is permitted under certificates issued by a brokerage house or a bank running the securities account stating a number of shares owned and confirming these shares will have been deposited on the account by the end of the Assembly. Participation in the General Assembly is allowed on condition that the certificates mentioned above will be submitted at least 7 (seven) days prior to the General Assembly to the headquarters of the Company in Plock, Chemikow St. 7, in the Main Administration Building, 2nd floor, room 238. A week before the General Assembly, between 8 a.m. and 3 p.m. (Monday to Friday) the materials concerning cases and matters listed in agenda will be made available to the Shareholders in the Company’s Headquarters in Plock, Chemikow St. 7, in the Main Administration Building on 2nd floor, room 238. The list of Shareholders entitled to participate in the Assembly will be available in room 238 three weekdays (Wednesday – Friday) prior to the Extraordinary General Assembly of Shareholders. Shareholders can participate in the Assembly and exercise their votes personally or through an authorised representative having permission in writing. The representatives of legal persons should present valid copies of appropriate registries stating names of persons entitled to represent such legal persons. Person not mentioned in the copy ought to have an appropriate copy and authorisation in writing (Xeroxes of the copies and authorisations will not be respected). The Management Board of Polski Koncern Naftowy S.A. wishes to inform that check in of shareholders will begin at 11.00 a.m. on 3 April 2000 right in front of the conference hall.