KGHM Polska Miedź S.A.

AGM Information • Nov 12, 2024

regarding: election of the Chairman of the Extraordinary General Meeting of KGHM Polska Miedź S.A.

Acting on the basis of art. 409 § 1 of the Commercial Partnerships and Companies Code and § 28 sec. 1 of the Statutes of KGHM Polska Miedź S.A., the Extraordinary General Meeting of KGHM Polska Miedź S.A. resolves the following:

§ 1 The Extraordinary General Meeting of KGHM Polska Miedź S.A. hereby elects ________________________________________ as Chairman of the Extraordinary General Meeting of KGHM Polska Miedź S.A.

§ 2

This resolution comes into force upon its adoption.

Justification for the proposed resolution regarding the election of the Chairman of the Extraordinary General Meeting of KGHM Polska Miedź S.A.

In accordance with art. 409 § 1 of the Commercial Partnerships and Companies Code, the chairman is elected from among the persons entitled to participate in the general meeting. Moreover, in accordance with § 28 sec. 1 of the Statutes of KGHM Polska Miedź S.A., the General Meeting is opened by the Chairman of the Supervisory Board or his deputy, after which a chairman is elected from among persons authorised to vote.

regarding: acceptance of the agenda of the Extraordinary General Meeting of KGHM Polska Miedź S.A.

The Extraordinary General Meeting of KGHM Polska Miedź S.A. resolves the following:

§ 1

The Extraordinary General Meeting of KGHM Polska Miedź S.A. hereby accepts the following agenda:

• 1) Opening of the Extraordinary General Meeting.
• 2) Election of the Chairman of the Extraordinary General Meeting.
• 3) Confirmation of the legality of convening the Extraordinary General Meeting and its capacity to adopt resolutions.
• 4) Acceptance of the agenda.
• 5) Adoption of resolutions on changes to the composition of the Supervisory Board.
• 6) Adoption of a resolution on covering costs of convening and holding the Extraordinary General Meeting.
• 7) Closing of the Extraordinary General Meeting.

§ 2

This resolution comes into force upon its adoption.

Justification

for the proposed resolution regarding the acceptance of the agenda of the Extraordinary General Meeting of KGHM Polska Miedź S.A.

The Extraordinary General Meeting of KGHM Polska Miedź S.A. is holding its proceedings in accordance with the adopted agenda.

regarding: dismissal of a Member of the Supervisory Board of KGHM Polska Miedź S.A.

Acting 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 Extraordinary General Meeting of KGHM Polska Miedź S.A. resolves the following:

§ 1 The Extraordinary General Meeting of KGHM Polska Miedź S.A. dismisses ___________________________________ from the composition of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification for the proposed resolution regarding the dismissal of a Member of the Supervisory Board of KGHM Polska Miedź S.A.

In accordance with §16 sec. 2 of the Statutes of KGHM Polska Miedź S.A., the General Meeting shall appoint and dismiss members of the Supervisory Board for a mutual term of office.

In accordance with art. 385 § 1 of the Commercial Partnerships and Companies Code, the Supervisory Board shall be composed of at least three, and in public companies of at least five members, which shall be appointed and dismissed by the general meeting.

regarding: appointment of a Member of the Supervisory Board of KGHM Polska Miedź S.A.

Acting 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 Extraordinary General Meeting of KGHM Polska Miedź S.A. resolves the following:

§ 1 The Extraordinary General Meeting of KGHM Polska Miedź S.A. appoints _______________________________________ to the composition of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

for the proposed resolution regarding the appointment of a Member of the Supervisory Board of KGHM Polska Miedź S.A.

In accordance with §16 sec. 2 of the Statutes of KGHM Polska Miedź S.A., the General Meeting shall appoint and dismiss members of the Supervisory Board for a mutual term of office.

In accordance with art. 385 § 1 of the Commercial Partnerships and Companies Code, the Supervisory Board shall be composed of at least three, and in public companies of at least five members, which shall be appointed and dismissed by the general meeting.

regarding: covering costs of convening and holding the Extraordinary General Meeting of KGHM Polska Miedź S.A.

Acting on the basis of art. 400 § 4 of the Commercial Partnerships and Companies Code, the Extraordinary General Meeting of KGHM Polska Miedź S.A. resolves the following:

§ 1

The Extraordinary General Meeting of KGHM Polska Miedź S.A. hereby resolves that the costs of convening and holding the Extraordinary General Meeting of KGHM Polska Miedź S.A. shall be covered by KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

for the proposed resolution regarding covering costs of convening and holding the Extraordinary General Meeting of KGHM Polska Miedź S.A.

In accordance with art. 400 § 4 of the Commercial Partnerships and Companies Code, the meeting referred to in § 1 (convened at the request of a shareholder or shareholders, representing at least one twentieth of the share capital) shall adopt a resolution determining whether or not the costs of convening and holding the meeting shall be covered by the company. The shareholders, at whose request the meeting was convened may apply to the registry court for exemption from the obligation to cover the costs imposed by the resolution of the meeting.

Legal basis: § 19 sec. 1 point 2 of the Decree of the Minister of Finance dated 29 March 2018 on 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 of 2018, item 757)

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