Proposed resolutions for the Extraordinary General Shareholders Meeting

Monday, 12 March, 2007

The Management Board of KGHM Polska Miedź S.A. hereby provides the proposed resolutions to be passed at the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. on 11 April 2007: 

Proposal /1/ to point 2 of the agenda 

Resolution Nr ......./2007 of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 11 April 2007 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 of KGHM Polska Miedź S.A., 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. 

JUSTIFICATION 

to the proposal of the resolution in accordance with the corporate governance principles accepted by the Company. 

In compliance with 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 of KGHM Polska Miedź S.A. with its registered head office in Lubin after opening of its General Shareholders Meeting Chairman is elected who then presides the meeting. 

Proposal /2/ to point 4 of the agenda 

Resolution Nr ....../2007 of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 11 April 2007 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 Extraordinary General Shareholders Meeting, as placed in the official government publication Monitor Sądowy i Gospodarczy dated 19 March 2007, Nr 55, item ... 

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

JUSTIFICATION 

to the proposal of the resolution in accordance with the corporate governance principles accepted by the Company. 

Submitting a resolution regarding the agenda of the Extraordinary General Shareholders Meeting is related to the rights of shareholders to propose changes in the agenda of the General Shareholders Meeting as set down by the Management Board of the Company. 

Proposal /3 / to point 5 of the agenda 

Resolution Nr ....... /2007 of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 11 April 2007 regarding: recall from 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 recalled from the Supervisory Board of KGHM Polska Miedź S.A. * 

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

* Based on § 13 sec.1 and sec. 6 of the Regulations of the General Shareholders Meeting of KGHM Polska Miedź S.A., voting in the matter of a recall from a body of the Company shall be carried out individually for each person, in alphabetical order. 

JUSTIFICATION 

to the proposal of the resolution in accordance with the corporate governance principles accepted by the Company. 

State Treasury, shareholder, represented by the Minister of State Treasury, acting pursuant to art. 400 § 1 of the Commercial Partnerships and Companies Code and as shareholder holding more than 1/10 of the share capital of the Company proposed a motion to call the Extraordinary General Shareholders Meeting and including in the agenda of the point “Changes in the composition of the Supervisory Board”. 

Pursuant to the resolution of the General Shareholders Meeting of KGHM Polska Miedź S.A. in force, the composition of the Supervisory Board has been set for 9 Members. At present the Supervisory Board consists of 8 persons. In accordance with art. 386 § 2 and art. 370 § 1 of the Commercial Partnerships and Companies Code, a member of the Supervisory Board may be recalled at any time. 

Proposal /4/ to point 5 of the agenda 

Resolution Nr ......./2007 of the Extraordinary General Shareholders Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 11 April 2007 regarding: appointment to 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 of KGHM Polska Miedź S.A.* 

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

* Based on § 13 sec.1 of the Regulations of the General Shareholders Meeting of KGHM Polska Miedź S.A., voting in the matter of election (appointment) to a body of the Company shall be carried out individually for each person, in alphabetical order. 

JUSTIFICATION 

to the proposal of the resolution in accordance with the corporate governance principles accepted by the Company. 

State Treasury, shareholder, represented by the Minister of State Treasury, acting pursuant to art. 400 § 1 of the Commercial Partnerships and Companies Code and as shareholder holding more than 1/10 of the share capital of the Company proposed a motion to call the Extraordinary General Shareholders Meeting and including in the agenda of the point “Changes in the composition of the Supervisory Board”. 

Pursuant to the resolution of the General Shareholders Meeting of KGHM Polska Miedź S.A., in force the composition of the Supervisory Board has been set for 9 Members. At present the Supervisory Board consists of 8 persons. 

Legal basis: §39, Sec. 1 point 3 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).