GDR program

Wednesday, 22 June, 2005
The Management Board of KGHM Polska Miedź S.A. (the “Company”) hereby announces that on 22 June 2005, the maximum number of the depositary receipts subject to the Company’s depositary receipts program was increased.  On 22 June 2005, the UK Listing Authority and the London Stock Exchange (the “LSE”) issued decisions on admitting the maximum number of 100 000 000 Company’s depositary receipts to trading (including 21 000 000 depositary receipts which had already been admitted to trading on the LSE). At present, up to 100 000 000 depositary receipts are subject to the Company’s depositary receipts program, which jointly represent 200 000 000 Company’s shares with a nominal value of PLN 10 per share.  The applications requesting the admission of 100 000 000 depositary receipts to exchange trading on the LSE were filed on 16 June 2005.
 
At the same time, the limitation of the number of the shares which a depositary is authorized to accept for deposit under the depositary receipts program was deleted from the deposit agreement.  The limitation was replaced with a provision under which accepting a deposit of the Company’s shares in such number that would cause the depositary to exceed the thresholds of 25%, 33% or 50% of the number of the votes at the Company’s general shareholders’ meeting shall require prior agreement between the Company and the depositary.  The parties’ prior agreement requirement was introduced in order to ensure that in each instance of the above thresholds being exceeded with respect to the voting rights attached to the shares being placed in a deposit, it is effected in compliance with the requirements of Polish law on public trading in securities.
 
The decision on increasing the maximum number of depositary receipts subject to the program was based on the anticipated entry in to force of changes to English law on 1 July 2005, which implement EU regulations on the prospectuses.  Under the new regulations, each time that the number of depositary receipts subject to the program is increased, the issuer will be required to prepare a prospectus.  Until 1 July 2005, an increase in the maximum number of depositary receipts subject to the depositary receipts program will be exempt from the obligation to publish a prospectus.  The decisions of the UK Listing Authority and LSE issued on 22 June 2005 protect investors from the adverse consequences of delaying the issuance of further depositary receipts due to the requirement to prepare a prospectus as result of exceeding the previous maximum number of depositary receipts subject to the program.