Proposed resolutions

Friday, 28 April, 2006

The Management Board of KGHM Polska Miedź S.A. hereby provides the proposed resolutions to be passed at the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A., which has been convened for 31 May 2006:

Proposal /1/ to point 2 of the agenda

Resolution Nr ......./2006 of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 31 May 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 Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 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 Ordinary General Shareholders Meeting, as placed in the official government publication Monitor Sądowy i Gospodarczy dated 9 May 2006, Nr 89/2006, item ...

II. This resolution comes into force on the date it is taken.

Proposal /3/ to point 8 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: approval of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. for the financial year 2005.

On the basis of art. 393 point 1 and art. 395 § 2 point 1 of the Commercial Partnerships and Companies Code in connection with art. 45 section 4 and art. 53 section 1 of the Act of 29 September 1994 on Accounting (Journal of Laws of 2002, nr 76, item 694 with later changes) and on the basis of § 29 section 1 point 1 of the Statutes of KGHM Polska Miedź S.A., with due regard being given to the results of the evaluation by the Supervisory Board of the Report, the following is resolved:

I. Following its review, the General Shareholders Meeting approves the Report of the Management Board on the Activities of KGHM Polska Miedź S.A. in the financial year 2005.

II. This resolution comes into force on the date it is taken.

Proposal /4/ to point 8 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: approval of the Financial Statements of the Company for the financial year 2005.

On the basis of art. 393 point 1 and art. 395 § 2 point 1 of the Commercial Partnerships and Companies Code in connection with art. 53 section 1 of the Act of 29 September 1994 on Accounting (Journal of Laws of 2002, nr 76, item 694 with later changes) and on the basis of § 29 section 1 point 1 of the Statutes of KGHM Polska Miedź S.A., with due regard being given to the results of the evaluation carried out by the Supervisory Board, the following is resolved:

I. Following its review, the General Shareholders Meeting approves the Financial Statements  of KGHM Polska Miedź S.A. for the financial year 2005, consisting of:

- the introduction to the financial statements,

- the balance sheet as at 31 December 2005, which shows total assets and liabilities of PLN 10 977 253 756.41 [PLN 10 977 254 thousand] or ten billion, nine hundred seventy-seven million, two hundred fifty-three thousand, seven hundred fifty-six and forty-one one-hundredths PLN,

- the income statement for the financial year for the period 1 January to 31 December 2005, which shows a net profit of PLN 2 289 355 871.59 [PLN 2 289 356 thousand] or two billion, two hundred eighty-nine million, three hundred fifty-five thousand, eight hundred and seventy-one and fifty-nine one-hundredths PLN,

- the statement of changes in equity for the period from 1 January to 31 December 2005 showing an increase in equity of PLN 877 274 001.72 [877 274 thousand] or eight hundred seventy-seven million, two hundred seventy-four thousand, one and seventy-two one-hundredths PLN,

- the cash flow statement for the period 1 January to 31 December 2005, which shows an increase in the state of cash and cash equivalents during the financial year of PLN 1 321 465 441.80 [PLN 1 321 466 thousand] or one billion, three hundred twenty-one million, four hundred sixty-five thousand, four hundred forty-one and eighty one-hundredths PLN,

and

- explanatory notes and additional information.

II. This resolution comes into force on the date it is taken.

Proposal /5/ to point 8 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: the distribution of Company profit for financial year 2005.

On the basis of art. 395 ( 2 point 2 and art. 348 ( 3 of the Commercial Partnerships and Companies Code and on ( 29 section 1 point 2 and ( 35 of the Statutes of KGHM Polska Miedź S.A., with due regard being given to the results of the evaluation by the Supervisory Board of the proposals made by the Management Board, the following is resolved:

I. Following review of the proposal of the Management Board concerning distribution of profit for the financial year 2005, the General Shareholders Meeting hereby resolves that:

the profit of KGHM Polska Miedź S.A. for the financial year 2005 in the amount of PLN 2 289 355 871.59  [PLN 2 289 356 thousand] or two billion, two hundred eighty-nine million, three hundred fifty-five thousand, eight hundred and seventy-one and fifty-nine one-hundredths PLN, shall be distributed in the following manner:

- to shareholders dividends PLN 1 100 000 000.00, representing PLN 5.50 per share,

- to reserve capital               PLN 1 189 355 871.59.

II. The General Shareholders Meeting hereby establishes the following dates:

- right to dividend date: 23 June 2006,

- dividend payment date: 11 July 2006

III. This resolution comes into force on the date it is taken.

Proposal /6/ to point 9 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: approval of the activities of members of the Management Board of the Company  in financial year 2005.

On the basis of art. 393 point 1 and art. 395 § 2 point 3 of the Commercial Partnerships and Companies Code and ( 29 section 1 point 3 of the Statutes of KGHM Polska Miedź S.A., the following is resolved:

I. The General Shareholders Meeting hereby acknowledges that ...........................................* - member of the Management Board of KGHM Polska Miedź S.A., fulfilled his duties in a proper manner in the financial year 2005 (during the period in which he fulfilled this function from .................  to .............................**)..

II. This resolution comes into force on the date it is taken.

*The contents of this Resolution shall be repeated individually, for each member of the Management Board who served in this capacity in the year 2005, in accordance with the requirements of art. 393 point 1 of the Commercial Partnerships and Companies Code, which provides for members of company bodies to be granted individual approval.

** This relates to persons who did not serve as a member of the Management Board for the all of 2005.

Proposal /7/ to point 9 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: approval of the activities of members of the Supervisory Board of the Company in financial year 2005

On the basis of art. 393 point 1 and art. 395 § 2 point 3 of the Commercial Partnerships and Companies Code and ( 29 section 1 point 3 of the Statutes of KGHM Polska Miedź S.A., the following is resolved:

I. The General Shareholders Meeting hereby acknowledges that...........................................* member of the Supervisory Board of KGHM Polska Miedź S.A., fulfilled his duties in a proper manner in the financial year 2005 (during the period in which he fulfilled this function from .................  to .............................**).

II. This resolution comes into force on the date it is taken.

* The contents of this Resolution shall be repeated individually, for each member of the Supervisory Board, who served in this capacity in the year 2005, in accordance with the requirements of art. 393 point 1 of the Commercial Partnerships and Companies Code, which provides for members of company bodies to be granted individual approval.

** This relates to persons who did not serve as a member of the Supervisory Board for the entire year of 2005.

Proposal /8/ to point 12 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: approval of the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in the financial year 2005.

On the basis of art. 395 § 5 of the Commercial Partnerships and Companies Code in connection with art. 55 and art. 63c section 4 of the Act of 29 September 1994 on Accounting (Journal of Laws of 2002, nr 76, item 694 with later changes) and ( 29 section 1 point 1 of the Statutes of KGHM Polska Miedź S.A., and with due regard being given to the results of the evaluation by the Supervisory Board of the Report, the following is resolved:

I. Following its review, the General Shareholders Meeting approves the Report of the Management Board on the Activities of the KGHM Polska Miedź S.A. Group in the financial year 2005.

II. This resolution comes into force on the date it is taken.

Proposal /9/ to point 12 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year 2005.

On the basis of art. 395 ( 5 of the Commercial Partnerships and Companies Code in connection with art. 55 and art. 63c section 4 of the Act of 29 September 1994 on Accounting (Journal of Laws of 2002, nr 76, item 694 with later changes) and on the basis of § 29 section 1 point 1 of the Statutes of KGHM Polska Miedź S.A., with due regard being given to the results of the evaluation by the Supervisory Board of the Statements, the following is resolved:

I. Following its review, the General Shareholders Meeting approves the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year 2005, consisting of:

- the consolidated balance sheet as at 31 December 2005, which shows total assets and liabilities of PLN 11 101 951 thousand, or eleven billion,  one hundred and one million, nine hundred and fifty-one thousand PLN,

- the consolidated income statement for the financial year for the period from 1 January 2005 to 31 December 2005, showing a net profit of PLN 2 107 770 thousand, or two billion, one hundred and seven million, seven hundred and seventy thousand PLN, of which attributable to shareholders of the Parent Entity PLN 2 106 085 thousand, or two billion, one hundred and six million, eighty-five thousand PLN,

- the statement of changes in consolidated equity for the period from 1 January 2005 to 31 December 2005, showing an increase of equity in the amount of PLN 701 370 thousand, or seven hundred and one million, three hundred and seventy thousand PLN, and equity at 31 December 2005 in the amount of PLN 6 357 321 thousand, or six billion three hundred fifty-seven million, three hundred and twenty-one thousand PLN,

- the consolidated cash flow statement for the period from 1 January 2005 to 31 December 2005 showing net cash flow – an increase of PLN 1 353 619 thousand, or one billion, three hundred fifty-three million, six hundred and nineteen thousand PLN, cash and cash equivalents at 31 December 2005 in the amount of PLN 1 878 321 thousand, or one billion, eight hundred seventy-eight million, three hundred and twenty-one thousand PLN, and

- notes to the consolidated financial statements.

II. This resolution comes into force on the date it is taken.

Proposal /10/ to point 13 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: keeping of the accounts and drawing up of the financial statements of the Company in accordance with accounting principles set forth in International Accounting Standards and International Financial Reporting Standards  (IAS).

On the basis of art. 45 section 1c of the Act of 29 September 1994 on Accounting (Journal of Laws of 2002, nr 76, item 694 with later changes), the following is resolved:

I. After reviewing the proposal of the Management Board, the General Shareholders Meeting of KGHM Polska Miedź S.A. hereby expresses its consent to keep the accounts and to draw up the financial statements of the Company in accordance with the principles set forth in International Accounting Standards and International Financial Reporting Standards (IAS), beginning from 1 January 2007.

II. This resolution comes into force on the date it is taken.

Justification:

Taking the decision to keep the accounts and to draw up  the financial statements of the Company in accordance with the International Accounting Standards is aimed at adjusting the accounts of KGHM Polska Miedź S.A.  to the requirements of presenting consolidated financial statements in accordance with the International Accounting Standards which the issuers of securities must apply from the year  2005.

Proposal /11/ to point 14 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: appointment of a member of 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 by the General Shareholders Meeting.

II. This resolution comes into force on the date it is taken.

Proposal /12/ to point 15 of the agenda

Resolution Nr ......./2006

of the Ordinary General Shareholders Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 31 May 2006

regarding: changes to the Statutes of the Company

On the basis of art. 430 § 1 of the Commercial Partnerships and Companies Code and § 29 section 1 point 5 of the Statutes of KGHM Polska Miedź S.A., the General Shareholders Meeting resolves the following changes to the Statutes of KGHM Polska Miedź S.A.:

I. In § 14 sec. 1 is given the following 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.”

II. In § 17 sec. 2 is given the following 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 convened and opened 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”.

III. In § 18 sec. 2 is given the following 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.”

IV. In § 19 sec. 2 is given the following 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.”

V. In § 20 sec. 2 point 13 a) is given the following 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)”

VI. In § 20 sec. 2 point 13 g) and point 15 are added, with the following wording:

“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”.

VII. This resolution comes into force on the date it is taken, with effect from the date of registration by the National Court of Registration.

In addition, with respect to current report 22/2006 dated 14 April 2006, the Management Board of KGHM Polska Miedź S.A. announces that point 13 of the agenda of the Ordinary General Shareholders Meeting, having the following wording:

„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).”

will have the following wording:

„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 and International Financial Reporting Standards  (IAS).”

Legal basis: §39, Sec. 1 point 3 and 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 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.)