Announcement about convening The Ordinary General Meeting of PROCHEM S.A.

Date of publication: 17.06.2010

ANNOUNCEMENT ABOUT CONVENING THE EXTRAORDINARY GENERAL

MEETING OF PROCHEM SA

Management Board of PROCHEM SA with the registered office in Warsaw at 44c Powązkowska Str., entered into the Register of Entrepreneurs of National Court Register by the District Court for the capital city of Warsaw, XII Commercial Division of the National Court Register under KRS number 19753, convene XXIX Ordinary General Meeting of PROCHEM SA, to be held on July 24^th 2010 at 9 a.m. at the registered office of the Company.

Proposed Agenda:

Opening the Extraordinary General Meeting
Election of the Chairman of the Extraordinary General Meeting
Drawing up the attendance list
Statement that the Ordinary General Meeting of PROCHEM SA has been convened in compliance with all applicable requirements and that valid resolutions can be adopted at the Meeting

Appointment of a ballot committee
By-election to the Supervisory Board of PROCHEM SA of the VII term of office (Resolution No 1)
Principles of corporate governance in PROCHEM S.A.:

– adoption of resolution concerning applying in PROCHEM S.A. GOOD PRACTICE OF THE COMPANIES LISTED ON WARSAW STOCK EXCHANGE constituting enclosure to the Resolution No 17/1249/2010 of the Council of the Warsaw Stock Exchange of 19 May 2010. (Resolution No 2).

8. Closing the Meeting

INFORMATION FOR SHAREHOLDERS OF PROCHEM SA

ACCORDING TO ART. 4022 COMMMERCIAL COMPANIES CODEI. Information about the right of shareholders for demanding that specific cases be included in the Agenda of the Extraordinary General Meeting

1. A shareholder or shareholders representing at least 1/20 (one twentieth) of the share capital of PROCHEM SA is/are entitled to demand that specific items be included in the Agenda of the session of the Extraordinary General Meeting of the Company. Such a demand should be submitted to the Management Board at the latest 21 days prior to the proposed date of the Extraordinary General Meeting i.e. until July 3rd 2010. Such a demand should contain grounds or the draft of a resolution concerning the proposed item of the Agenda. A demand should be submitted in writing at the registered office of the Company or by e-mail sent to the following e-mail address of the Company: wza@prochem.com.pl

With objective of the verification of the account of the internet sender the company is reserving itself the right to check and to get confirming of sending the application by the sender. Only return confirming from the sender is starting the procedure Commercial Companies Code in relation to the motion of the shareholder.

II. Information about the shareholder’s right for submitting to the General Meeting of drafts of resolutions concerning matters included in the Agenda before the date of Extraordinary General Meeting

1. A shareholder or shareholders of the Company representing at least 1/20(one twentieth) of the share capital may file drafts of resolutions concerning the established Agenda of the Extraordinary General Meeting before the date of the Extraordinary General Meeting in writing at the registered office of the Company or while using electronic means of communication to the company’a address: wza@prochem.com.pl

2. A shareholder or shareholders should prove having the appropriate number of shares for the day of submitting a demand enclosing deposit certificate(s) to the demand, and in case of shareholders being legal persons and private company to confirm also authorization to act on behalf of this subject enclosing the up-to-date extract from National Court Register. In case of shareholders submitting such a demand using electronic means of communication documents should be sent in the PDF format. With objective of the verification of the account of the internet sender the company is reserving itself the right to check and to get confirming of sending the application by the sender. Only return confirming from the sender is starting the procedure Commercial Companies Code in relation to the motion of the shareholder.

III. Information about shareholder’s right of submitting drafts of the resolutions concerning matters included in the Agenda during session of the Extraordinary General Meeting

Each of the shareholders entitled to the participation in the General Meeting may file drafts of resolutions concerning matters included in the Agenda during the Extraordinary General Meeting.

IV. Information about the way of voting by the shareholder or the attorney

1. A shareholder or shareholders may participate in the Extraordinary General Meeting and vote in person or via proxies.

2. Power of attorney for the vote by proxy should be granted in writing or in the electronic form. The authorization in the electronic form doesn’t require providing with an safe electronic signature verified with the help of the valid classified certificate.

Power of attorney should contain essential information about the shareholder granting power of attorney, as well as about the person to which power of attorney was given such as:

– name and surname,

– address,

– number of the identity card,

– phone no,

– e-mail,

– scope of power of attorney – number of shares from which the right to vote will be exercised and the way of exercising this law,

– the date and the name Extraordinary General Meeting of PROCHEM SA.

The company can turn to the shareholder for certifying granted power of attorney.

3. The power of attorney granted in electronic way should be formulated in the separate document signed by the shareholder or the person entitled to the representation of the shareholder, sent as the attachment in the PDF format to the address of the Company wza@prochem.com.pl at latest on July 23^rd2010 till 9 a.m. Compulsorily with electronic power of attorney the documents should be sent confirming authorizing the given shareholder to the participation in the Extraordinary General Meeting of Shareholders.

4. Shareholders will be allowed for the participation in the Extraordinary General Meeting on production of ID card and attorneys on production of the ID card and of valid power of attorney granted in writing or in the electronic form (in this last case the attorney should show the printing of power of attorney in the PDF format). Representatives of legal persons or private company should additionally show current write-offs from relevant registers, listing persons entitled to represent these entities.V. The possibility and the way of participating as well as giving one’s opinion at the Extraordinary General Meeting at the utilization of funds of the electronic transport

PROCHEM SA doesn’t allow for the possibility of participating as well as giving its opinion during XXIX General Meeting using means of the electronic communicationVI. Way of the exercising the right to vote by mail or at the utilization of funds of the electronic communicationPROCHEM SA doesn’t allow for the possibility of voting by mail as well as using means of the electronic communication.VII. Registration date of the participation in the Extraordinary General Meeting Registration date of the participation in the XXIX General Meeting is July 8th 2010.VIII. Information about the right to participate in the Extraordinary General Meeting

1. Following persons will have the right to participate in the Extraordinary General Meeting of the Company;

a) were company’s shareholders on July 8^th 2010,

b) in the period since announcement about Extraordinary General Meeting of Shareholders and not later than July 9^th 2010 will submit a request for issuing the personal certificate of the right to participate in the Extraordinary General Meeting in the entity keeping the securities account on which company shares are registered.

It is being recommended to shareholders collecting issued personal certificate of the right to participate and taking it with themselves on the day of the Extraordinary General Meeting.

2. Company establishes the list of shareholders entitled to participate in the Extraordinary Meeting of the Company: on the basis of list drawn up by the National Depository for Securities (KDPW), and prepared on the grounds of personal certificates of the right to participate in the General Meeting issued by the entity keeping the securities account as well as share book of PROCHEM SA. Since July 21^st 2010 above list will be laid out for the insight in the company’s registered office.IX. Access to documentation

1. The persons entitled to the participation in the Extraordinary General Meeting can get drafts of resolutions as well as the full text of documentation which is supposed to be introduced on the Extraordinary General Meeting in the company’s registered office.

2. The company will be making available all concerning information of the Extraordinary General Meeting on the website Companies at the address: www.prochem.com.pl

DRAFTS OF THE RESOLUTIONS

OF XXIX GENERAL MEETING OF PROCHEM S.A.

RESOLUTION NO 1

1. Acting on the basis of Article 17 of Statutes of the Company THE EXTRAORDINARY GENERAL MEETING is filling up the composition of the Supervisory Board of PROCHEMS.A. choosing in secret voting ………………………………………………………………..……………………….. .………………. votes cast in favour of as the member of the Supervisory Board of the VII term of office.

2. The resolution shall come into effect upon its adoption.

RESOLUTION NO 2

1. Acting on the basis of Article 17 of Statutes of the Company THE EXTRAORDINARY GENERAL MEETING is deciding to accept for applying the principles of corporate governance under the name GOOD PRACTICE OF COMPANIES LISTED ON WARSAW STOCK EXCHANGE with amendments as in Resolution No 17/1249/2010 of Supervisory Board of the Warsaw Stock Exchange S.A. of 19 May 2010.

The consolidated text of the mentioned above document constitutes the Enclosure No. 1 to this resolution

2. The resolution shall come into effect upon its adoption.

Enclosure No 1 to the Resolution No 2

GOOD PRACTICE OF COMPANIES LISTED ON WARSAW STOCK EXCHANGE

(The consolidated text constituting Enclosure No 1 to the Resolution No 17/1249/2010 of the Supervisory Board of the GPW w Warszawie S.A. of 19 May 2010, available at GPW website)