Resolutions passed by the Extraordinary General Shareholders’ Meeting

Thursday, 18 October, 2007

The Management Board of KGHM Polska Miedź S.A. hereby provides the contents of the resolutions passed by the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A. which was held on 18 October 2007:

Resolution Nr 1/2007 of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 18 October 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. Andrzej Leganowicz is hereby elected as Chairman of the General Shareholders’ Meeting.

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

Resolution Nr 2/2007 of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A.  with its registered head office in Lubin dated 18 October 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 21 September 2007, Nr 184/2007, item 11809.

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

Resolution Nr 3/2007 of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 18 October 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. Adam Łaganowski 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.

Resolution Nr 4/2007 of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 18 October 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. Leszek Jakubów 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.

Resolution Nr 5/2007 of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 18 October 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. Remigiusz Nowakowski 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.

Resolution Nr 6/2007 of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 18 October 2007 regarding: annulment of Resolution nr 31/2005 dated 15 June 2005 regarding 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).

Acting under art. 398 of the Commercial Partnerships and Companies Code and under § 23 sec. 1 and 2 of the Statutes of KGHM Polska Miedź S.A., in consideration of the request of the Management Board, which was positively reviewed by the Supervisory Board of KGHM Polska Miedź S.A., the General Shareholders’ Meeting resolves the following:

I. In relation to Resolution nr 26/2006 of the General Shareholders’ Meeting of KGHM Polska Miedź S.A. dated 14 June 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), which came into force on 1 January 2007, the General Shareholders’ Meeting hereby annuls Resolution nr 31/2005 of the General Shareholders’ Meeting dated 15 June 2005 regarding 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).

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

Resolution Nr 7/2007 of the Extraordinary General Shareholders’ Meeting of KGHM Polska Miedź S.A.  with its registered head office in Lubin dated 18 October 2007 regarding: decrease of the share capital of the Company presented in the separate financial statements of the Company and the transfer of funds accumulated in share capital to supplementary capital.

Acting under art. 398 of the Commercial Partnerships and Companies Code and under § 23 sec. 1 and 2 of the Statutes of KGHM Polska Miedź S.A., in consideration of the request of the Management Board, which was positively reviewed by the Supervisory Board of KGHM Polska Miedź S.A., the General Shareholders’ Meeting resolves the following:

I. The General Shareholders Meeting of KGHM Polska Miedź S.A. hereby decreases the share capital of the Company – presented in the separate financial statements respectively on the date of application of International Financial Reporting Standards and on the date of preparation of the first half-year financial statements under IFRS, i.e. on 30 June 2007, in the amount of PLN 7 413 573 130.12, after hyperinflationary revaluation - in the amount of PLN 5 413 573 130.12. Following this decrease the share capital remains in the amount of PLN 2 000 000 000.

II. The General Shareholders Meeting resolves to transfer the amount of PLN 5 413 573 130.12, being the amount by which the share capital of the Company was decreased, in accordance with point 1 of this Resolution, to the supplementary capital of the Company.

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

Legal basis: § 39 section 1 point 5 of the Decree of the Minister of Finance dated 19 October 2005 regarding current and periodic information published by 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.)