Ordinary General Shareholders’ Meeting – date and agenda

Wednesday, 14 May, 2008
Report no. 29/2008

The Management Board of KGHM Polska Miedź Spółka Akcyjna, with its registered head office in Lubin, at ul. M. Skłodowskiej-Curie 48, entered on 29 June 2001 to the Register of Entrepreneurs of the National Court Register by the Wrocław Fabryczna Regional Court, Section IX (Economic) in the National Court Register, entry number KRS 0000023302, acting in accordance with art. 395 § 1, § 2, § 5 and art. 399 § 1 of the Code of Commercial Companies, as well as on § 22 sec. 2 and § 23 sec. 2 of the Company Statutes, hereby announces the convening of an Ordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A., which will take place on 26 June 2008, beginning at 11 AM at the head office of the Company in Lubin, at ul. M. Skłodowskiej-Curie 48 (in Wyżykowski Hall), with the following agenda: 

1) Opening of the Ordinary General Shareholders’ Meeting. 

2) Election of the Chairman of the Ordinary General Shareholders’ Meeting. 

3) Verification of the legality of convening the Ordinary General Shareholders’ Meeting and its authority to pass resolutions. 

4) Acceptance of the Agenda. 

5) Review of the Report of the Management Board on the Company’s Activities in financial year 2007 and the Financial Statements of the Company for financial year 2007. 

6) Review of the proposal of the Management Board concerning the appropriation of Company profit for financial year 2007 and the proposal of the Management Board concerning coverage of losses from prior years. 

7) Review of the Supervisory Board Report on its evaluation of the Report of the Management Board on the Company’s Activities in financial year 2007, the Financial Statements of the Company for financial year 2007 and the proposal of the Management Board concerning the appropriation of Company profit for financial year 2007. 

8) Passage of Resolutions: 

a on approval of the Report of the Management Board on the Company’s Activities in financial year 2007, 

b on approval of the Financial Statements of the Company for financial year 2007, 

c on the appropriation of Company profit for the financial year 2007 and on setting the right to dividend date and the dividend payment date, 

d on coverage of losses from prior years. 

9) Passage of Resolutions: 

a on approving the performance of duties of members of the Management Board in financial year 2007, 

b on approving the performance of duties of members of the Supervisory Board in financial year 2007. 

10) Review of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2007 and of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2007. 

11) Review of the Supervisory Board Report on its evaluation of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2007 and of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2007. 

12) Passage of Resolutions: 

a on approval of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2007, 

b on approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2007. 

13) Appointment to the Supervisory Board of KGHM Polska Miedź S.A. for a new term: 

a passage of a resolution on confirmation of the validity of the elections of members of the Supervisory Board chosen by the employees of the Company, 

b passage of resolutions on appointment to the Supervisory Board. 

14) Conclusion of the Ordinary General Shareholders’ Meeting. 

The Management Board of the Company 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, No. 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 18 June 2008 to the head office of the Company in Lubin, at 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 confirming the rights of the shareholder of the Company to participate in this General Shareholders’ Meeting, and that, from the moment of its issuance, 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 weekdays 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 Code of Commercial Companies, 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 authorisation, 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 Ordinary General Shareholders’ Meeting. 

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 No. 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.)