The Management Board of KGHM Polska Miedź Spółka Akcyjna, with its registered head office in Lubin, and its address at ul. M. Skłodowskiej-Curie 48, entered on 29 June 2001 to the Companies Register of the National Court of Registrations by the Regional Court for Wrocław Fabryczna, Section IX (Economic) of the National Court of Registrations under the number KRS 0000023302, acting in accordance with art. 398 and 399 of the Commercial Partnerships and Companies Code, as well as on § 22 sec. 3 and § 23 sec. 2 and 3 of the Company Statutes, hereby announces the convening of an Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A., which will take place on 18 October 2007, beginning at 11 AM, at the head office of the Company in Lubin, at the address ul. M. Skłodowskiej-Curie 48 (in Wyżykowski Hall), with the following agenda reflecting the request of the Minister of the State Treasury representing the State Treasury as a shareholder, submitted in accordance with art. 400 § 1 of the Commercial Partnerships and Companies Code, respecting the inclusion of point 5 in the agenda:
1. Opening of the Extraordinary General Shareholders’ Meeting.
2. Election of the Chairman of the Extraordinary General Shareholders’ Meeting.
3. Verification of the legality of convening the Extraordinary General Shareholders’ Meeting and its authority to pass resolutions.
4. Acceptance of the Agenda.
5. Changes in the composition of the Supervisory Board.
6. Consideration of the request respecting a decrease in the share capital of the Company in that part arising from hyperinflationary revaluation:
- passage of a resolution regarding annulment of Resolution nr 31/2005 dated 15 June 2005 of the Ordinary General Shareholders’ Meeting regarding settlement of the effects of a hyperinflationary revaluation of share capital to be presented in the consolidated financial statements of the Group prepared in accordance with IFRS and IAS.
- passage of a resolution regarding decrease of the share capital of the Company presented in the separate financial statements of the Company and the transfer of funds accumulated in share capital to supplementary capital.
7. Conclusion of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A.
The Board of Management also wishes to announce that, in accordance with article 9 sec. 3 of the Act of 29 July 2005 on trading in financial instruments (Journal of Laws, Nr 183, item 1538 with subsequent amendments), participation in the General Shareholders’ Meeting is contingent upon the depositing of a registered deposit certificate no later than one week prior to the sitting of the General Shareholders’ Meeting, i.e. by 3.30 PM on 10 October 2007 to the head office of the Company in Lubin, at the address ul. Marii Skłodowskiej-Curie 48, 59-301, Organisational Department, 2nd floor, Room 213, and its surrender until the conclusion of the General Shareholders’ Meeting.
The registered deposit certificate, which must be submitted to the Company prior to the General Shareholders’ Meeting, should include a statement declaring that it was issued for the purpose of depositing in the Company prior to the General Shareholders’ Meeting, and that from the moment of its issue the appropriate number of shares which it represents have been blocked on the securities account until the conclusion of the General Shareholders’ Meeting.
The list of shareholders entitled to participate in the General Shareholders’ Meeting will be available at the head office of the Company for a period of three (3) days prior to the General Shareholders’ Meeting.
Shareholders may participate in the General Shareholders’ Meeting and exercise their voting right either in person or through a proxy. The proxy document should be granted in writing, being otherwise subject to invalidity, with either the original or an authorised copy thereof being submitted to the Company.
A proxy submitted by a foreign entity granted in a foreign language should be accompanied by a translation into Polish done by a sworn translator.
Neither members of the Management Board nor employees of the Company may be proxies at the General Shareholders’ Meeting.
Authorised copies of the proxy mentioned above should be certified by a notary or a legal counsel or an advocate. Please be informed that, in accordance with art. 421 § 3 of the Commercial Partnerships and Companies Code, both the proxy documents submitted by a shareholder and the authorised copies of the same are attached to the protocol and are not subject to return.
Representatives of domestic or foreign legal entities should present current, authorised copies from appropriate court or other registration documents, listing those persons entitled to represent said entities.
Persons not listed in the above-mentioned documents should present appropriate proxy authorization, signed by those persons listed in the authorised copies being entitled to represent the given entity.
The registration of shareholders will take place an hour before the beginning of the Extraordinary General Shareholders’ Meeting.
The Management Board of KGHM Polska Miedź S.A. convened the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A. upon receipt of the request of a shareholder – the State Treasury – on including the point of the agenda regarding changes in the composition of the Supervisory Board. The inclusion of this point is due to the need to fill out the composition of the Supervisory Board, due to the resignation submitted by Adam Glapiński.
Notwithstanding the above, the Management Board, in meeting the requirements arising from the application by the Company of IFRS/IAS, has included an additional point in the agenda of the EGM, i.e. point number 6.
Legal basis: §39, sec. 1 point 1 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).
(Translation from the original Polish version. In the event of differences resulting from the translation, reference should be made to the official Polish version.)