Ordinary General Shareholders Meeting – date and agenda

Wednesday, 27 April, 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 basis of articles 395 §1,2,5 and 399 §1 of the Commercial Partnerships and Companies Code, as well as on § 22, section 2 and § 23 section 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 15 June 2005 beginning at 11AM 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 2004 and the Financial Statements of the Company for financial year 2004.

6. Review of the proposal of the Management Board concerning the distribution of Company profit for financial year 2004 and coverage of the loss from prior years.

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 2004, the Financial Statements of the Company for financial year 2004 and the proposal of the Management Board concerning the distribution of Company profit for financial year 2004 and coverage of the loss from prior years.

8. Passage of a Resolution concerning confirmation of the Supervisory Board Report on its evaluation of: the Report of the Management Board on the Activities of the Company in financial year 2004, the Financial Statements of the Company for financial year 2004 and the proposal of the Management Board concerning the distribution of Company profit for financial year 2004 and coverage of the loss from prior years.

9. Passage of Resolutions:

a) on confirmation of the Report of the Management Board on the Activities of the Company in financial year 2004,

b) on confirmation of the Financial Statements of the Company for financial year 2004, and

c) on the distribution of Company profit for the financial year 2004 and coverage of the loss from prior years.

 

10. Passage of Resolutions:

a) acknowledging that the members of the Management Board fulfilled their duties in a proper manner in financial year 2004, and

b) acknowledging that the members of the Supervisory Board fulfilled their duties in a proper manner in financial year 2004.

 

11. Review of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2004 and of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2004.

12. 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 2004 and of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2004.

13. Passage of a Resolution on confirmation of the Supervisory Board report on its evaluation of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2004 and of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in financial year 2004.

14. 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 2004, and

b) on confirmation of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for financial year 2004.

 

15. Passage of a Resolution on settlement of the effects of a hyperinflationary revaluation of share capital, to be presented in the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group, prepared in accordance with International Financial Reporting Standards and International Accounting Standards (IFRS/IAS).

16. Passage of a Resolution on the disposal of an organised part of a company, comprising the Water Management Division in Lubin existing in the structure of KGHM Polska Miedź S.A.

17. Passage of a Resolution on approval of implementation by the Company of "Best Practices in Public Companies 2005".

18. Passage of a Resolution on changes in the Statutes of the Company.

19. Passage of a Resolution on changes in the Regulations of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

20. Appointment of members of the Supervisory Board of KGHM Polska Miedź S.A. to a new term in office:

a) passage of a Resolution on setting the number of members of the Supervisory Board,

b) passage of a Resolution on confirming the validity of the election of members of the Supervisory Board chosen by the employees of the Company,

c) passage of Resolutions on the appointment of members of the Supervisory Board.

 

21. 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.:

 

1. In § 16 of the Statutes of the Company after section 4, sections 5-8 are added, with the following wording:

“5. At least two members of the Supervisory Board should be independent members, meeting the following criteria:

    1. does not work for the Company, its divisions, or with a related entity of the Company, either as an employee or in any other legal relationship,

    2. is not a member of the Supervisory Board or Management Board of an entity related to the Company,

    3. is not a partner or shareholder controlling 5% or more of the votes at the General Shareholders Meeting of the Company or at the General Shareholders Meeting of a related entity,

    4. is not a member of the Supervisory Board or Management Board or an employee of an entity controlling 5% or more of the votes at the General Shareholders Meeting of the Company or at the General Shareholders Meeting of a related entity,

    5. is not a direct family member related by blood in an ascending or descending line, a spouse, brother or sister, a parent of a spouse or an adoptee of any of the persons mentioned above in points 1-4.

6. An independent member of the Supervisory Board should meet the criteria for independence defined in sec. 5, throughout his entire tenure. Should the Supervisory Board or Management Board of the Company be informed that an independent member of the Supervisory Board of the Company has ceased during his tenure to meet the criteria for independence, and should this cause the Company to fail to meet the criteria of having at least two independent members, action should be taken to ensure that the said member of the Supervisory Board submit his/her early resignation or that said member is recalled.

7. Prior to being appointed to the Supervisory Board of the Company, a candidate for the position of independent member of the Supervisory Board is required to submit a declaration in writing that he/she meets the criteria for independence defined in sec. 5.

8. A related entity as mentioned in sec. 5 is hereby defined as a parent entity of the Company, a subsidiary of the Company or as a subsidiary of the entity which is a parent to the Company. Determination as to whether an entity is a parent to or subsidiary of the Company is made based on the appropriate clauses of the Corporate Partnerships and Companies Code or on the Accounting Act.”

 

2. In § 23 of the Statutes of the Company after section 4, section 5 is added, with the following wording:

“5. Removal of an item from the agenda or failure to consider an issue placed on the agenda at the request of the shareholders requires the passage of a resolution of the General Shareholders Meeting, following the earlier-expressed approval of all shareholders present who had put forward the said resolution, and supported by at least 75% of the votes cast at the General Shareholders Meeting."

The Board of Management also wishes to announce that, in accordance with article 11 of the Act of 21 August 1997, titled the Act on Public Securities Trading (unified text from the Journal of Laws from 2002 Nr 49, item 447 with later changes), participation in the General Shareholders Meeting is contingent upon the registration 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 7 June 2005 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 registration 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 should be listed in writing, being otherwise subject to invalidity, with the original proxy document being submitted and 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.