Registration of a change in share capital by Telefonia DIALOG S.A.

Thursday, 22 December, 2005

The Management Board of KGHM Polska Miedź S.A. announces that on 16 December 2005 a change in share capital was registered by the Regional Court for Wrocław-Fabryczna in Wrocław, Section VI (Economic) of the National Court of Registrations for the company Telefonia DIALOG S.A. with its registered head office in Wrocław (a subsidiary of KGHM Polska Miedź S.A.). The share capital of Telefonia DIALOG S.A. was increased by PLN 479 800.0 thousand through the issuance of 4 798 000 registered preference shares, series K, with a face value of PLN 100 each.

All of the shares of the new issuance were acquired by KGHM Polska Miedź S.A., covering them with a cash payment at their nominal price.

The assets acquired were paid for using the internal funds of KGHM Polska Miedź S.A.

The assets acquired are of a long term, equity investment nature.

The funds obtained from this increase in share capital are used for the early buyback from KGHM Polska Miedź S.A. of bonds issued by DIALOG (see current report 56/2005 dated 6 December 2005).

The share capital of Telefonia DIALOG S.A. after registration amounts to PLN 1 959 800.0 thousand and is divided into 19 598 000 shares of PLN 100 each. Each share of series A-H (totalling 5 000 000 shares) is a preference share in terms of voting, and grants the right to five votes at the General Shareholders Meeting. Each share of series I-K (totalling 14 598 000 shares) is a preference share in terms of voting, and grants the right to two votes at the General Shareholders Meeting. The total number of votes arising from all issued shares after registration of this change in share capital is 54 196 000.

100% of the shares are owned by KGHM Polska Miedź S.A.

The criteria used for describing these assets as significant is that the financial assets acquired by KGHM Polska Miedź S.A. exceeds 20% of the share capital of Telefonia DIALOG S.A. 

Legal basis: § 5 sec. 1 points 1 and 9 of the Decree of the Council of Ministers dated 19 October 2005 regarding current and periodic information provided by issuers of securities (Journal of Laws from 2005 Nr 209, item 1744).