Extraordinary General Shareholders Meeting - date and agenda

Friday, 30 December, 2005

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 on the request of the Minister of the State Treasury representing the State Treasury as a shareholder, in accordance with art. 398 and 399 § 1 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 31 January 2006, beginning at 12PM at the head office of the Company in Lubin, at the address ul. M. Skłodowskiej-Curie 48 (in Wyżykowski Hall), with the following 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. 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 from 2005, Nr 183, item 1538), 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 23 January 2006 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, and the original submitted to the Company, including an appropriate treasury payment stamp.

A proxy 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.

Representatives of domestic or foreign corporate entities should present current, authorized 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 authorized copies being entitled to represent the given entity.

Legal basis: § 39 sec. 1 point 1 of the Decree of the Council of Ministers dated 19 October 2005 regarding current and periodic information provided by issuers of securities (Journal of Laws from 2005 Nr 209, item 1744).