Ordinary General Shareholders Meeting - date and agenda

Friday, 14 April, 2006

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, Sec. IX (Economic) of the National Court of Registrations under the number KRS 0000023302, acting in accordance with art. 395 § 1,2,5 and 399 § 1 of the Commercial Partnerships and Companies Code, 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 31 May 2006, 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:

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 Activities of the Company in financial year 2005 and the Financial Statements of the Company for financial year 2005.

6) Review of the proposal of the Management Board concerning the distribution of Company profit for financial year 2005.

7) Review of the Supervisory Board Report on its evaluation of the Report of the Management Board on the Activities of the Company in financial year 2005, the Financial Statements of the Company for financial year 2005 and the proposal of the Management Board concerning the distribution of Company profit for financial year 2005.

8) Passage of Resolutions:

a      on confirmation of the Report of the Management Board on the Activities of the Company in financial year 2005,

b      on confirmation of the Financial Statements of the Company for financial year 2005, and

c      on the distribution of Company profit for the financial year 2005.

9) Passage of Resolutions:

a      acknowledging that the members of the Management Board fulfilled their duties in a proper manner in financial year 2005,

b      acknowledging that the members of the Supervisory Board fulfilled their duties in a proper manner in financial year 2005.

10) Review of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2005 and of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2005.

11) Review of the Supervisory Board Report on its evaluation of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2005 and of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2005.

12) Passage of Resolutions:

a      on confirmation of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2005,

b      on confirmation of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2005.

13) Passage of a Resolution granting approval to keep the accounts and to draw up the financial statements of the Company, beginning from 1 January 2007, in accordance with International Accounting Standards (International Financial Reporting Standards – IFRS).

14) Supplementation of the composition of the Supervisory Board of KGHM Polska Miedź S.A.

15) Passage of a Resolution on changes in the Statutes of KGHM Polska Miedź S.A.

16) Conclusion of the Ordinary General Shareholders Meeting.

Pursuant to art. 402 § 2 of the Commercial Partnerships and Companies Code, following are the proposed changes to the Statutes of KGHM Polska Miedź S.A.:

Change to § 14 sec. 1 of the Statutes

Current wording:

„.1 Two members of the Management Board acting jointly, or one member of the Management Board acting with the procurist, are authorised to submit declarations of will and sign on behalf of the Company”.

 Proposed wording:

„1. Two members of the Management Board acting jointly, or one member of the Management Board acting with the procurist, or one member of the Management Board acting with a proxy authorised by the Management Board within the bounds of authority set by the Management Board, are authorised to submit declarations of will on behalf of the Company.”

Change to § 17 sec. 2 of the Statutes

Current wording:

„2. The Chairman of the Supervisory Board shall convene meetings of the Supervisory Board and chair them.  The Chairman of the Supervisory Board of the previous term of office shall convene and open the first meeting of the newly elected Supervisory Board and chair it until a new Chairman is elected.”

Proposed wording:

„2. The Chairman of the Supervisory Board shall convene meetings of the Supervisory Board and chair them. In case of the expiry of the mandate of the Chairman of the Supervisory Board, the said Chairman shall convene and open the following meeting and shall chair the meeting until a new Chairman is elected. If this is not possible, the above-mentioned responsibilities of the Chairman shall be fulfilled by the Deputy Chairman of the Supervisory Board until the election of a Chairman at the next meeting. Should it also not possible for meetings of the Supervisory Board to be opened and convened by the Deputy Chairman of the Supervisory Board, the Management Board shall extend invitations to all of the members of the Supervisory Board for a meeting of the Supervisory Board to be held under an altered composition, indicating the time and place of the meeting and the proposed agenda”.

Change to § 18 sec. 2 of the Statutes

Current wording:

„2. The Chairman of the Supervisory Board or his deputy shall also be obliged to convene a meeting of the Supervisory Board on the written request of either the Management Board or of a member of the Supervisory Board. Meetings should take place within two weeks of the request containing the proposed agenda being submitted.”

Proposed wording:

„2. The Chairman of the Supervisory Board or his deputy shall also be obliged to convene a meeting of the Supervisory Board on the written request of either the Management Board or of a member of the Supervisory Board.

Meetings should take place within two weeks of the request containing the proposed agenda being received by the Chairman.”

Change to § 19 sec. 2 of the Statutes

Current wording:

„2. The Supervisory Board shall adopt resolutions by an absolute majority of votes in the presence of at least two-thirds of the members of the Supervisory Board.”

Proposed wording:

„2. The Supervisory Board shall adopt resolutions by an absolute majority of votes in the presence of at least one-half of the members of the Supervisory Board.

Change to § 20 sec. 2 point 13 a) of the Statutes

Current wording:

„a)  the purchase and sale of real estate, or of a stake in real estate (this does not require a resolution of the General Meeting)”

Proposed wording:

„a) the purchase and sale of real estate, of perpetual usufruct or of a stake in real estate (this does not require a resolution of the General Meeting)”

Change to § 20 sec. 2 of the Statutes through the addition of point 13 g) and 15

Proposed wording of the added point 13 g) and 15:

„g) the establishment and liquidation of foundations,

„15) expressing an opinion on investments by the Company in tangible assets, which meet one of the following conditions:

a) investments having a value of more than 10% of the budget for expenditures on investments in tangible assets of the Company for a given financial year,

b) investments of more than 5% of the budget for expenditures on investments in tangible assets of the Company for a given financial year, if the investment does not meet the criteria for planned effectiveness in comparison to the accepted rate of return on equity in the Company”.

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 May 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 by a foreign entity 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 and point 2 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.)