Draft resolutions for the Extraordinary General Shareholders Meeting

Friday, 22 September, 2006

The Management Board of KGHM Polska Miedź S.A. hereby provides the proposed resolutions to be passed at the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. on 24 October 2006:

Proposal /1/ to point 2 of the agenda

Resolution Nr ......./2006

of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 24 October 2006 regarding: election of the Chairman of the General Shareholders Meeting.

On the basis of art. 409 ( 1 of the Commercial Partnerships and Companies Code, ( 28 section 1 of the Statutes of KGHM Polska Miedź S.A. and § 5 section 3 of the Regulations of the General Shareholders Meeting of KGHM Polska Miedź S.A., the following is resolved:

I. ............................................ is hereby elected as Chairman of the General Shareholders Meeting.

II. This resolution comes into force on the date it is taken. 

Proposal /2/ to point 4 of the agenda

Resolution Nr ....../2006 of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 24 October 2006

regarding: acceptance of the agenda of the General Shareholders Meeting.

The General Shareholders Meeting resolves the following:

I. The agenda is hereby accepted, as set down and announced by the Management Board of KGHM Polska Miedź S.A. in the announcement on the convening of an Extraordinary General Shareholders Meeting, as placed in the official government publication Monitor Sądowy i Gospodarczy dated 29 September 2006, Nr 190/2006, item ...

II. This resolution comes into force on the date it is taken.

Proposal /3 / to point 5 of the agenda

Resolution Nr ....... /2006

of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 24 October 2006 regarding: recall from the Supervisory Board.

On the basis of art. 385 § 1 of the Commercial Partnerships and Companies Code and § 16 sec. 2 of the Statutes of KGHM Polska Miedź S.A., the following is resolved:

I. ......................................................................... is hereby recalled from the Supervisory Board of KGHM Polska Miedź S.A. *

II. This resolution comes into force on the date it is taken.

* Based on § 13 sec.1 and sec. 6 of the Regulations of the General Shareholders Meeting of KGHM Polska Miedź S.A., voting in the matter of a recall from a body of the Company shall be carried out individually for each person, in alphabetical order. 

Proposal /4/ to point 5 of the agenda

Resolution Nr ......./2006

of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 24 October 2006 regarding: appointment to the Supervisory Board

On the basis of art. 385 ( 1 of the Commercial Partnerships and Companies Code and § 16 sec. 2 of the Statutes of KGHM Polska Miedź S.A., the following is resolved:

I. ............................................ is hereby appointed to the Supervisory Board by the General Shareholders Meeting.*

II. This resolution comes into force on the date it is taken.

* Based on § 13 sec.1 of the Regulations of the General Shareholders Meeting of KGHM Polska Miedź S.A., voting in the matter of election (appointment) to a body of the Company shall be carried out individually for each person, in alphabetical order.

Legal basis: §39, Sec. 1 point 3 of the Decree of the Minister of Finance dated October 19, 2005, regarding current and periodic information disclosed by the issuers of securities (Journal of Laws from 2005 Nr 209, item 1744).