Extraordinary General Shareholders Meeting - proposed resolutions

Tuesday, 03 January, 2006

The Management Board of KGHM Polska Miedź S.A. hereby provides the proposed resolutions to be passed at the Extraordinary General Shareholders Meeting which has been convened for 31 January 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 31 January 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, 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 31 January 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 9 January 2006, Nr 6, 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 31 January 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 31 January 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 of KGHM Polska Miedź S.A.* 

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 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).