Registratration of changes to the Statutes of the Company

Friday, 08 January, 2010
Report no. 1/2010

The Management Board of KGHM Polska Miedź S.A. announces that on 7 January 2010 the Company received the ruling of the Regional Court for Wrocław-Fabryczna in Wrocław, Section IX (Economic) of the National Court of Registration dated 31 December 2009 on the registration of the changes in the Statutes of the Company, approved by resolutions No. 4-9/2009 of the Extraordinary General Meeting on 9 December 2009. The list of the registered changes is as follows: 

1) In § 23, sec. 21 is introduced after sec. 2 with the following wording: 
„The State Treasury may convene an Ordinary General Meeting if the Management Board did not convene it within the statutory timeframe and an Extraordinary General Meeting if it considers its convening as warranted.” 

2) In § 25 sec.1 
the existing wording: 
„Subject to any exceptions provided for by law, the General Meeting may adopt resolutions if at least 1/3 of the share capital is represented.” 
is hereby superseded by the following: 
„Subject to any exceptions provided for by law, the General Meeting may adopt resolutions if at least 1/4 of the share capital is represented.” 

3) In § 28 sec.2 
the existing wording: 
„The General Meeting shall adopt a bylaw setting forth in detail the procedure in which meetings are to be conducted.” 
is hereby superseded by the following: 
„The General Meeting shall adopt a bylaw setting forth in detail the procedure in which meetings are to be conducted. The resolution of the General Meeting requires a 3/4 majority of votes cast.” 

4) In § 29, sec. 4 is introduced after sec. 3 with the following wording: 
„The matters set forth in sec. 1 points 6), 8) and 13) require a resolution of the General Meeting adopted by a 3/4 majority of votes cast.” 

5) In § 30 
the existing wording: 
“Provided appropriate legal provisions are complied with, the subject of the Company's activity may be changed without the obligation to purchase shares in compliance with art. 417 § 4 of the Commercial Partnerships and Companies Code.” 
is hereby superseded by the following: 
„The subject of the Company's activity may be changed without the obligation to purchase shares if a resolution of the General Meeting is adopted by a 3/4 majority of votes cast in the presence of persons representing at least half of the share capital.” 

6) In § 35, the following sections are introduced after sec.4: 
„5. The Management Board of the Company is authorised to adopt resolutions in the matter of an interim payment to shareholders on the anticipated dividend at the end of the financial year, if the Company is in the possession of sufficient funds for said payment. The payment of an interim dividend requires the approval of the Supervisory Board. 
6. The Company may make an interim payment on the anticipated dividend, if its approved financial statements for the prior financial year show a profit. The interim dividend may represent at most half of the profit earned since the end of the prior financial year, as shown in the financial statements audited by a certified auditor, and increased by the reserve capitals created from profit, which, for the purpose of payment of the interim dividend, may be appropriated by the Management Board, and decreased by uncovered losses and treasury shares.” 

Legal basis: § 38 sec. 1 point 2 of the Decree of the Minister of Finance dated 19 February 2009 regarding current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws from 2009 No. 33, item 259) 


(Translation from the original Polish version. In the event of differences resulting from the translation, reference should be made to the official Polish version.)