KGHM Polska Miedź S.A.

AGM Information • May 25, 2023

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

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

§ 1 ________________________________________ is hereby elected as Chairman of the Ordinary General Meeting of KGHM Polska Miedź Spółka Akcyjna.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with § 28 sec. 1 of the Statutes of the Company, the general meeting is opened by the Chairman of the Supervisory Board of KGHM Polska Miedź S.A. or his deputy, after which a chairman is elected from among persons authorised to vote.

regarding: acceptance of the agenda of the Ordinary General Meeting

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

§ 1

The following agenda of the Ordinary General Meeting of the Company is hereby accepted:

• 1. Opening of the Ordinary General Meeting.
• 1. Election of the Chairman of the Ordinary General Meeting.
• 1. Confirmation of the legality of convening the Ordinary General Meeting and its capacity to adopt resolutions.
• 1. Acceptance of the agenda of the Ordinary General Meeting.
• 1. Review of annual reports:
  2. a) the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022,
  3. b) the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022, and
  4. c) the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022.
• 1. Review of the proposal of the Management Board of KGHM Polska Miedź S.A. concerning the appropriation of profit for 2022, setting the dividend date and its payment date.
• 1. Presentation of a Report on representation expenses, expenses incurred on legal services, marketing services, public relations services and social communication services, and advisory services associated with management in 2022 – and the opinion of the Supervisory Board of KGHM Polska Miedź S.A.
• 1. Review of the Report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the financial statements of KGHM Polska Miedź S.A. for 2022, the consolidated financial statements of the KGHM Polska Miedź S.A. Group for 2022 and the Management Board's report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022.
• 1. Review of the Report of the Supervisory Board on the results of its evaluation of the proposal of the Management Board of KGHM Polska Miedź S.A. regarding the appropriation of profit for 2022.
• 1. Presentation by the Supervisory Board of:
  2. a) an Assessment of the standing with an evaluation of the adequacy and effectiveness of the internal control, risk management and compliance systems in terms of standards or applicable practices, and the internal audit function,
  3. b) a Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2022,
  4. c) a Report on the remuneration of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2022.
• 1. Adoption of resolutions on:
  2. a) approval of the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022,
  3. b) approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022,
  4. c) approval of the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022,
  5. d) appropriation of the Company's profit for 2022, setting the dividend date and its payment date,
  6. e) approval of the Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2022.
• 1. Adoption of a resolution on the opinion on the report on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2022.
• 1. Adoption of resolutions on approval of the performance of duties of individual Members of the Management Board of KGHM Polska Miedź S.A. for 2022.
• 1. Adoption of resolutions on approval of the performance of duties of individual Members of the Supervisory Board of KGHM Polska Miedź S.A. for 2022.
• 1. Closing of the General Meeting.

§ 2

This resolution comes into force upon its adoption.

regarding: approval of the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022

The Ordinary General Meeting of KGHM Polska Miedź S.A., with due regard being given to the report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022, and after its review, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022, consisting of:

• 1) the Separate statement of profit or loss for the period from 1 January to 31 December 2022 showing a profit for the period in the amount of PLN 3 533 million,
• 2) the Separate statement of comprehensive income for the period from 1 January to 31 December 2022 with a total comprehensive income of PLN 4 435 million,
• 3) the Separate statement of cash flows showing a decrease in net cash and cash equivalents for the period from 1 January to 31 December 2022 by PLN 344 million, and cash and cash equivalents as at 31 December 2022 of PLN 985 million,
• 4) the Separate statement of financial position prepared as at 31 December 2022 showing total assets and total equity and liabilities of PLN 47 995 million,
• 5) the Separate statement of changes in equity showing equity as at 31 December 2022 in the amount of PLN 29 675 million and an increase in equity for the period from 1 January to 31 December 2022 by PLN 3 835 million,
• 6) explanatory notes to the separate financial statements.

§ 2 This resolution comes into force upon its adoption.

JUSTIFICATION

In accordance with article 52 section 2 of the Accounting Act of 29 September 1994 (unified text: Journal of Laws of 2023, item 120), the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022 were adopted by a resolution of the Management Board of the Company No. 140/XI/2023 dated 21 March 2023 and signed by all members of the Management Board and a person responsible for accounting.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 50/XI/23 dated 21 March 2023, positively evaluated the Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2022 and requested their approval by the Ordinary General Meeting of KGHM Polska Miedź S.A.

In accordance with article 395 § 2 point 1 of the Commercial Partnerships and Companies Code, the aforementioned Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2022 are subject to review and approval by the General Meeting of the Company.

regarding: approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022

The Ordinary General Meeting of KGHM Polska Miedź S.A., with due regard being given to the report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022, and after its review, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022, consisting of:

• 1) the Consolidated statement of profit or loss for the period from 1 January to 31 December 2022 showing a profit for the period in the amount of PLN 4 774 million,
• 2) the Consolidated statement of comprehensive income for the period from 1 January to 31 December 2022 with a total comprehensive income of PLN 5 645 million,
• 3) the Consolidated statement of cash flows showing a decrease in net cash and cash equivalents for the period from 1 January to 31 December 2022 by PLN 677 million, and cash and cash equivalents as at 31 December 2022 of PLN 1 200 million,
• 4) the Consolidated statement of financial position prepared as at 31 December 2022 showing total assets and total equity and liabilities of PLN 53 444 million,
• 5) the Consolidated statement of changes in equity showing equity as at 31 December 2022 in the amount of PLN 32 146 million and an increase in equity for the period from 1 January to 31 December 2022 by PLN 5 008 million,
• 6) explanatory notes to the consolidated financial statements.

§ 2

This resolution comes into force upon its adoption.

JUSTIFICATION

In accordance with article 63c sec. 3 and article 52 section 2 of the Accounting Act of 29 September 1994 (unified text: Journal of Laws of 2023, item 120), the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022 were adopted by a resolution of the Management Board No. 141/XI/2023 dated 21 March 2023 and signed by all members of the Management Board of the Company.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 51/XI/23 dated 21 March 2023, positively evaluated the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022 and requested their review and approval by the Ordinary General Meeting of KGHM Polska Miedź S.A.

In accordance with article 395 § 5 of the Commercial Partnerships and Companies Code, the aforementioned Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022 are subject to review and approval by the General Meeting of the Company.

regarding: approval of the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022

The Ordinary General Meeting of KGHM Polska Miedź S.A., with due regard being given to the report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022.

§ 2

This resolution comes into force upon its adoption.

JUSTIFICATION

In accordance with article 49 section 1 of the Accounting Act of 29 September 1994 (unified text: Journal of Laws of 2023, item 120), the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022 comprising the statement on non-financial information of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2022 was prepared and adopted by resolution of the Management Board of the Company No. 142/XI/2023 dated 21 March 2023.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 52/XI/23 dated 21 March 2023, positively evaluated the report in terms of its compliance with the accounts and documents, as well as the factual state and requested its review and approval by the Ordinary General Meeting.

In accordance with article 395 § 2 point 1) of the Commercial Partnerships and Companies Code, the aforementioned Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022 comprising the statement on non-financial information of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2022 is subject to review and approval by the General Meeting of the Company.

regarding: appropriation of the Company's profit for 2022, setting the dividend date and its payment date

The Ordinary General Meeting of KGHM Polska Miedź S.A. following the review of the proposals of the Management Board on the appropriation of the profit for 2022, setting the dividend date and its payment date and after the earlier review of the assessment of the Supervisory Board of KGHM Polska Miedź S.A., resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby resolves that the profit for 2022 of KGHM Polska Miedź S.A. in the amount of PLN 3 533 251 587.17, shall be appropriated as follows:

• 1) as a shareholder dividend PLN 200 000 000.00 representing PLN 1.00 per share,
• 2) to the Company's reserve capital PLN 3 333 251 587.17

§ 2

The Ordinary General Meeting hereby sets the following:

• 1) a dividend date at 27 July 2023,
• 2) a payment date of dividend for 2022 in the amount of PLN 1.00 as at 10 August 2023.

§ 3

This resolution comes into force upon its adoption.

Justification

In accordance with art. 395 § 2 point 2 of the Commercial Partnerships and Companies Code, an Ordinary General Meeting should adopt a resolution on appropriation of the company profit or on covering the loss.

In formulating the proposal on the appropriation of profit for 2022 on the dividend in the amount of PLN 200 000 000.00, the profit for 2022 recorded by KGHM Polska Miedź S.A. in the amount of PLN 3 533 251 587.17 and the Dividend Policy of KGHM Polska Miedź S.A., which provides for a balance to be maintained between the level of dividends paid out and opportunities to invest the Company's funds effectively given the current level of debt of the KGHM Polska Miedź S.A. Group were taken into consideration.

regarding: approval of the Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2022.

§ 2

This resolution comes into force upon its adoption.

Justification

Pursuant to art. 382 § 3 of the Commercial Partnerships and Companies Code, the special duties of the supervisory board include evaluating the reports referred to in art. 395 § 2 point 1 of the Commercial Partnerships and Companies Code and include in its wording matters specified in the aforementioned point, as well as the results of the evaluation of financial statements of the Company and the KGHM Polska Miedź S.A. Group for 2022, report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022 as well as the proposal of the Management Board of the Company to the Ordinary General Meeting regarding the appropriation of profit for 2022. Pursuant to art. 395 § 5 of the Commercial Partnerships and Companies Code, a general meeting may review and approve the financial statements of the group as understood by the accounting act and other matters specified in art. 395 § 2 of the Commercial Partnerships and Companies Code.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 69/XI/23 dated 11 May 2023, adopted the Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2022 and submitted it for approval by the General Meeting.

regarding: opinion of the General Meeting of KGHM Polska Miedź S.A. on the report on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2022

The Ordinary General Meeting of KGHM Polska Miedź S.A., acting on the basis of art. 90g sec. 6 of the Act dated 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organised trading, and on public companies (hereinafter "Act") and art. 395 § 2¹of the Commercial Partnerships and Companies Code, following the review of the report on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A., prepared by the Supervisory Board of KGHM Polska Miedź S.A. for 2022 (hereinafter "Report") and reviewed by a certified auditor - PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Spółka Komandytowa, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A., gives a favourable opinion on the Report.

§ 2 This resolution comes into force upon its adoption.

Justification

Pursuant to art. 90g sec. 1 of the Act a supervisory board of a company prepares an annual report on remuneration presenting a comprehensive review of remuneration, including all of the benefits, regardless of their form, received by individual members of the management board and supervisory board, or to which individual members of the management board and supervisory board are entitled for in the last financial year, pursuant to the remuneration policy, which is subject to a review by a certified auditor. The Company, pursuant to art. 90g sec. 6 of the Act, hereby presents to the General Meeting of KGHM Polska Miedź S.A. the report prepared by the Supervisory Board of KGHM Polska Miedź S.A. together with the review by a certified auditor - PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Spółka Komandytowa, to issue its opinion.

regarding: approval of the performance of duties of Adam Bugajczuk for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Adam Bugajczuk – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 31 August 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Marcin Chludziński for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Marcin Chludziński – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 11 October 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Paweł Gruza for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Paweł Gruza – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 9 August 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Andrzej Kensbok for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Andrzej Kensbok – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 6 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Mirosław Kidoń for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Mirosław Kidoń – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 10 December 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Jerzy Paluchniak for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Jerzy Paluchniak – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 1 September 2022 to 11 October 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Marek Pietrzak for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for 2022 of Marek Pietrzak - a Member of the Management Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Marek Świder for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Marek Świder – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 15 March 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Dariusz Świderski for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Dariusz Świderski – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 21 February 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Mateusz Wodejko for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Mateusz Wodejko – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 21 December 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Tomasz Zdzikot for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Tomasz Zdzikot – a Member of the Management Board of KGHM Polska Miedź S.A. – in the period from 1 September 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Józef Czyczerski for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for 2022 of Józef Czyczerski – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Przemysław Darowski for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for 2022 of Przemysław Darowski – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Piotr Dytko for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Piotr Dytko – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 22 June 2022 to 7 October 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Jarosław Janas for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Jarosław Janas – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 21 June 2022.

§ 2

This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Robert Kaleta for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Robert Kaleta – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 7 October 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Andrzej Kisielewicz for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for 2022 of Andrzej Kisielewicz – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Katarzyna Krupa for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for 2022 of Katarzyna Krupa – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Bartosz Piechota for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Bartosz Piechota – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 1 January 2022 to 21 June 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Bogusław Szarek for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for 2022 of Bogusław Szarek – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Agnieszka Winnik-Kalemba for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for 2022 of Agnieszka Winnik-Kalemba – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2

This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Marek Wojtków for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Marek Wojtków – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 7 October 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Wojciech Zarzycki for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Wojciech Zarzycki – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 22 June 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Radosław Zimroz for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Radosław Zimroz – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 7 October 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Piotr Ziubroniewicz for 2022

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties of Piotr Ziubroniewicz – a Member of the Supervisory Board of KGHM Polska Miedź S.A. – in the period from 24 November 2022 to 31 December 2022.

§ 2 This resolution comes into force upon its adoption.

Justification

Supplementary information

Acting in accordance with the obligations of the Supervisory Board of KGHM Polska Miedź S.A. arising from art. 382 § 3 of the Commercial Partnerships and Companies Code and §20 sec. 2 points 1) and 2) of the Company Statutes, the Supervisory Board of KGHM Polska Miedź S.A. has positively evaluated:

• 1) the financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022,
• 2) the consolidated financial statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022,
• 3) the Management Board of KGHM Polska Miedź S.A.'s report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022,
• 4) the Management Board of KGHM Polska Miedź S.A.'s proposal on appropriation of profit for 2022,
• 5) the Management Board's proposal on setting the dividend date and the dividend payment date,

and, acting in accordance with its obligations arising from:

• 1) § 20 sec. 2 point 3) of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin, the Supervisory Board of KGHM Polska Miedź S.A. has adopted the reports on the results of the evaluation of the statements and the report described in §20 sec. 2 point 1) of the Statutes of KGHM Polska Miedź S.A. and the proposal of the Management Board on appropriation of profit for 2022,
• 2) § 20 sec. 2 point 4) of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin, the Supervisory Board of KGHM Polska Miedź S.A. has proposed to the Ordinary General Meeting to approve the performance of duties of the following Members of the Management Board of KGHM Polska Miedź S.A.: Adam Bugajczuk, Marcin Chludziński, Paweł Gruza, Andrzej Kensbok, Mirosław Kidoń, Jerzy Paluchniak, Marek Pietrzak, Marek Świder, Dariusz Świderski, Mateusz Wodejko and Tomasz Zdzikot,
• 3) § 20 sec. 2 point 17) of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its head office in Lubin, the Supervisory Board of KGHM Polska Miedź S.A. has positively evaluated the Management Board of KGHM Polska Miedź S.A.'s report on representation expenses, expenses incurred on legal services, marketing services, public relations services and social communication services, and advisory services associated with management for 2022,

4) § 34 sec. 2 of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its head office in Lubin and the Best Practice for GPW Listed Companies 2021, the Supervisory Board of KGHM Polska Miedź S.A. adopted the assessment of the company's standing with an evaluation of the adequacy and effectiveness of the internal control, risk management and compliance systems in terms of standards or applicable practices, and the internal audit function.

The following Supervisory Board reports will be available at the Company's website, www.kghm.com, in the section Investors/Corporate Governance/General Meeting:

• 1) Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2022,
• 2) Assessment of the standing with an evaluation of the adequacy and effectiveness of the internal control, risk management and compliance systems in terms of standards or applicable practices, and the internal audit function,
• 3) Report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of the evaluation of the financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2022, consolidated financial statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2022, and the Management Board of KGHM Polska Miedź S.A.'s report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022,
• 4) Report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the proposals of the Management Board of KGHM Polska Miedź S.A. regarding the appropriation of profit for 2022, setting the dividend date and its payment date for 2022,
• 5) Report of the Supervisory Board of KGHM Polska Miedź S.A. on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2022.

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.