14 March, 2007

Announcement by the Board of Directors of Tisza Chemical Group Public Limited Company on the convocation of the company's ordinary general meeting in 2007

The Board of Directors of Tisza Chemical Group Public Limited Company (3581 Tiszaújváros, TVK-Industrial Site, Cg. 05-10-000065) notifies the esteemed shareholders that pursuant the Company

will hold its ordinary annual general meeting

on (Thursday), April 19, 2007 at 11.00 a.m. in the Star Auditorium room of Danubius Thermal Hotel Margitsziget

(1138 Budapest, Margitsziget).

The Board of Directors convokes the General Meeting with the following agenda:

1.            Closing of the business year of 2006:

• Report of the Board of Directors on the Company’s activities during the 2006 business year.
• Report of the Board of Directors on the statutory financial reports for 2006 (that of the mother company and the one consolidated in compliance with the international accounting standards) furthermore on the related business report and its motion for the distribution of profit and determination of the dividends.
• Report of the Supervisory Board and of the Auditor on the statutory financial reports for 2006 (that of the mother company and the one consolidated in compliance with the international accounting standards) furthermore on the related business report and its motion for the distribution of profit and determination of the dividends.
• Approval of the statutory financial reports for 2006 (that of the mother company and the one consolidated in compliance with the international accounting standards) furthermore of the related business report and resolution on the distribution of profit and determination of the dividends.
• Decision on the approval of the Corporate Governance Declaration.

2.            Appointment of the auditor, determination of its remuneration for the year 2007 and the contents of the essential elements of the contract to be concluded with the auditor.

3.            Election of members of the Board of Directors and determination of their remuneration.

4.            Election of the members of the Supervisory Board and determination of their remuneration.

5.            Amendment to the Articles of Association regarding

• the registered office of the Company,
• publication of Company announcements,
• rules concerning the convocation of the general meeting,
• provisions of the Articles of Association related to GDR depository,
• closing of the Share Register,
• rules concerning the transfer of shares,
• suspension of the general meeting,
• rules concerning holding of the repeated general meeting,
• modifying the competence of the Board of Directors,
• modifying the competence of the Supervisory Board,
• determination of the venue of the general meeting,
• determination of the voting rights,
• rules concerning the prior approval of resolutions by shareholders,
• the regulations on exercising the preemptive right to take over shares,
• the exclusive competence of the general meeting,
• determination of the title for dividend
• deletion of point 21 on protection of Minority Shareholders,
• concerning the Auditor,
• the circle of General Meeting’s decisions with ¾ majority of the votes,
• deletion of point 11 on right of priority to subscription in case of capital increase of the Company,
• the annual general meeting,
• the extraordinary general meeting,
• rules concerning the signing on behalf of the Company.

6.            Approval of the Supervisory Board’s rules of procedure.

7.            Election of the members of the Audit Board.

The general meeting convoked for the announced time will have quorum if attended in person or through their authorized representatives by shareholders representing more than half of the voting shares.

In the event the general meeting does not have quorum, the Board of Directors will convoke the general meeting repeated for the lack of quorum for the same day, that is, at 12.00 a.m. of (Thursday) April 19, 2007, with the same agenda and on the same venue. The conditions for having right to participate in the repeated general meeting are the same as the conditions for participation in the original general meeting. The repeated general meeting will have quorum in respect of matters on the original agenda regardless of the number of attending shareholders.

Proposed resolutions relating to the items on the agenda will be published on the web sites of the Budapest Stock Exchange, the London Stock Exchange and of the Company in harmony with the Regulations of the Budapest Stock Exchange for listing and continued trading.

Conditions for participating in the general meeting and exercising the voting rights:

Such shareholder is authorized to participate and vote in the general meeting who is the owner of shares on the balance sheet date, that is who has been registered in the Share Register - updated and closed by the time of the General Meeting - at the end of the accounting date of 11 April, 2007 and has registered himself/herself in person or through his/her proxy in the list of attendants. The Board of Directors will close the Share Register at 15.20 hours of April 11, 2007 and shall not honor any requests for entries in it until April 19, 2007.

In order to update the Share Register the Company will ask KELER Zrt. to perform the identification of owners according to the stipulations set out in the General Business Rules of KELER Zrt. It is the securities account manager’s obligation to make sure that ordinary shares are registered in the share register pursuant to the express order of the shareholder, therefore, as far as Tisza Chemical Group Public Limited Company ordinary shares are concerned, we ask the shareholders to contact their securities account manager for their registration in the share register.

The Company does not assume any responsibility for the fulfillment of orders given to the securities account managers or for any consequences of the omissions or erroneous data supply of the securities account managers.

The owners of registered ordinary shares shall have one vote for every share with the face value of 1010 HUF.

Every shareholder may participate at the general meeting in person or through their representatives complying with the provisions of Act IV of 2006 on economic associations or through the shareholder’s proxy holding a power-of-attorney complying with the provisions of Act CXX of 2001, as amended, on the capital market.

The power-of-attorney made out to the name of the representative shall be set forth in a public document or a fully conclusive private document. As far as representation of legal entities operating in the territory of the Republic of Hungary is concerned, the signatory rights for the legal entity(ies) signing the power-of-attorney shall be verified by means of a document issued by authentic public records (a certificate of incorporation, not older than 30 days) and by specimen signature card.

Powers-of-attorney made out in the form of public document or private document abroad shall be legalized by the authority representing Hungary abroad which is competent for the place where the document is made out. It is not necessary to legalize a public document made out abroad where the country it is made out in is a party to the convention signed in The Hague on October 5, 1961 on „Abolishing the Requirement of Legalization for Foreign Public Documents”. In such a case the public documents has to be equipped with an authentication clause („Apostille”).

The authentic Hungarian translation of documents serving to verify the representation rights in foreign language have to be attached in every case.

Powers-of-attorney for representation shall be valid for a general meeting or a definite period but nor more than 12 months. The validity of the power-of-attorney for representation is extended to the continuation of a suspended general meeting and the general meeting convoked repeatedly because of the lack of quorum.

In respect of owners of Global Depository Receipts („GDR”) the right to exercise representation rights lies with The Bank of New York pursuant to the power-of-attorney received from the shareholders with regard to the proposed resolutions of the general meeting. Information on the detailed procedural rules relating to the exercising of representation rights will be given to GDR owners by the associate of The Bank of New York (Mr. Slawek Soltowski, The Bank of New York, Depository Receipts Division, 101 Barclay Street, 22nd Floor, New York, NY 10286 USA, fax: 00/1/212/571-3050, telephone: 00/1/212/815-3503,
E-mail: ssoltowski@bankofny.com).

Shareholder’s (representative) rights will be verified on the venue and date of the general meeting between 9.00 and 10.30 a.m. Registration is also subject to the verification of the shareholder’s or his or her proxy’s identity by the presentation of a valid identity card or a valid passport of foreign citizens. Actions of representatives also require the submission of a proper power-of-attorney.

On the day of the general meeting the list of attendants will be closed at 10.30 a.m. and those shareholders or their representatives may participate and exercise their voting rights in the general meeting who have registered themselves by this time. Upon closing the list of attendants the shareholders arriving before the start of the general meeting may attend the general meeting as audience but they shall not exercise their voting rights. On this account we ask our shareholders and their representatives to appear in time for the registration.

Information in connection with the announcement and the status of registration in the Share Register is available through the Legal Office of the Company – within the framework of customer service – from 9.00 through 15.00 on working days (telephone: +36/49-522-966).