KGHM Polska Miedź S.A.

AGM Information • May 25, 2023

Announcement by the Management Board of KGHM Polska Miedź Spółka Akcyjnawith its registered head office in Lubin on the convening of an OrdinaryGeneral Meeting

1. Date, time and place of the Ordinary General Meeting

The Management Board of KGHM Polska Miedź Spółka Akcyjna, with itsregistered head office in Lubin, at ul. Marii Skłodowskiej-Curie 48,59-301 Lubin, entered into the register of entrepreneurs kept by theRegional Court for Wrocław-Fabryczna in Wrocław, Section IX (Economic)of the National Court Register, entry number KRS 0000023302, taxidentification number (NIP) 692-000-00-13, with fully paid-up sharecapital of PLN 2 000 000 000 ("KGHM Polska Miedź S.A." or "Company"),acting in accordance with art. 395 § 1 and 2, art. 399 § 1 and art. 4021of the Commercial Partnerships and Companies Code, hereby convenes anOrdinary General Meeting of KGHM Polska Miedź S.A., which will takeplace on 21 June 2023, beginning at 11:00 a.m. at the head office of theCompany in Lubin, at the address ul. Marii Skłodowskiej-Curie 48 (in JanWyżykowski Hall).

2. Agenda:

1. Opening of the Ordinary General Meeting.

2. Election of the Chairman of the Ordinary General Meeting.

3. Confirmation of the legality of convening the Ordinary GeneralMeeting and its capacity to adopt resolutions.

4. Acceptance of the agenda of the Ordinary General Meeting.

5. Review of annual reports:

a) the Financial Statements of KGHM Polska Miedź S.A. for the financialyear ended 31 December 2022,

b) the Consolidated Financial Statements of the KGHM Polska Miedź S.A.Group for the financial year ended 31 December 2022, and

c) the Management Board's Report on the activities of KGHM Polska MiedźS.A. and the KGHM Polska Miedź S.A. Group in 2022.

6. Review of the proposal of the Management Board of KGHM Polska MiedźS.A. concerning the appropriation of profit for 2022, setting thedividend date and its payment date.

7. Presentation of a Report on representation expenses, expensesincurred on legal services, marketing services, public relationsservices and social communication services, and advisory servicesassociated with management in 2022 - and the opinion of the SupervisoryBoard of KGHM Polska Miedź S.A.

8. Review of the Report of the Supervisory Board of KGHM Polska MiedźS.A. on the results of its evaluation of the financial statements ofKGHM Polska Miedź S.A. for 2022, the consolidated financial statementsof the KGHM Polska Miedź S.A. Group for 2022 and the Management Board'sreport on the activities of KGHM Polska Miedź S.A. and the KGHM PolskaMiedź S.A. Group in 2022.

9. Review of the Report of the Supervisory Board on the results of itsevaluation of the proposal of the Management Board of KGHM Polska MiedźS.A. regarding the appropriation of profit for 2022.

10. Presentation by the Supervisory Board of:

a) an Assessment of the standing with an evaluation of the adequacy andeffectiveness of the internal control, risk management and compliancesystems in terms of standards or applicable practices, and the internalaudit function,

b) a Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2022,

c) a Report on the remuneration of the Management Board and SupervisoryBoard of KGHM Polska Miedź S.A. for 2022.

11. Adoption of resolutions on:

a) approval of the Financial Statements of KGHM Polska Miedź S.A. forthe financial year ended 31 December 2022,

b) approval of the Consolidated Financial Statements of the KGHM PolskaMiedź S.A. Group for the financial year ended 31 December 2022,

c) approval of the Management Board's Report on the activities of KGHMPolska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2022,

d) appropriation of the Company's profit for 2022, setting the dividenddate and its payment date,

e) approval of the Report of the Supervisory Board of KGHM Polska MiedźS.A. for 2022.

12. Adoption of a resolution on the opinion on the report on theremuneration of Members of the Management Board and Supervisory Board ofKGHM Polska Miedź S.A. for 2022.

13. Adoption of resolutions on approval of the performance of duties ofindividual Members of the Management Board of KGHM Polska Miedź S.A. for2022.

14. Adoption of resolutions on approval of the performance of duties ofindividual Members of the Supervisory Board of KGHM Polska Miedź S.A.for 2022.

15. Closing of the General Meeting.

3. Date of registration of participation in the General Meeting

The date of registration of participation in the Ordinary GeneralMeeting of the Company is 5 June 2023 ("Date of Registration").

4. A shareholder's right to participate in the Ordinary General Meeting

Only persons that were shareholders of KGHM Polska Miedź S.A. as at theDate of Registration have the right to participate in the OrdinaryGeneral Meeting of the Company, i.e. those persons who:

a) have registered shares of the Company on a securities account sixteendays prior to the date of the Ordinary General Meeting of the Company(i.e. on 5 June 2023), and

b) no earlier than after the announcement on convening the OrdinaryGeneral Meeting and no later than by 6 June 2023 (inclusive) request theentity which maintains their securities account to issue a registeredcertificate confirming the right to participate in the Ordinary GeneralMeeting of the Company.

It is recommended that shareholders obtain the above-mentionedcertificate confirming the right to participate and have it withthemselves on the day of the Ordinary General Meeting of the Company.

5. List of shareholders

The Company shall determine the list of shareholders entitled toparticipate in the Ordinary General Meeting of the Company based on thespecification provided to the Company by the National Depository forSecurities (KDPW).

The above-mentioned specification is prepared based on the informationprovided by entities maintaining shareholders securities accounts, onthe basis of issued registered certificates confirming the right toparticipate in the Ordinary General Meeting of the Company.

For three work days prior to the date of the Ordinary General Meeting,i.e. on 16, 19 and 20 June 2023, from 7:30 a.m. until 3:30 p.m., thelist of shareholders entitled to participate in the Ordinary GeneralMeeting of the Company will be displayed for view at the Company's headoffice (ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin, building D-4,room number 207).

A shareholder may request that the list of shareholders entitled toparticipate in the Ordinary General Meeting of the Company be sent tothem free of charge by e-mail by providing the e-mail to which the listshould be sent. A request for the list of shareholders should besubmitted to the head office of the Company or sent to the e-mail:wza@kghm.com. The request should be prepared in written form and signedby the shareholder or his/her representatives and, in the case of:

a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theOrdinary General Meeting of the Company,

b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should confirm the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the Ordinary GeneralMeeting of the Company (e.g. a continuous proxy authority), and if aproxy authority was granted by persons that are no currently registeredin the register by attaching a copy of a full extract from the registeror other document authorising the granting of proxy authority by theaforementioned persons, e.g. a resolution of a shareholder's body. If ashareholder is not required to be entered into the register, his/herrepresentatives should present other documentation confirming theexistence of a principal.

c) requests made through a proxy - should attach the proxy authority tomake such a request signed by the shareholder (or continuous proxyauthority), and in the case of a proxy other than an individual - a copyof an extract from an appropriate register, confirming the authority ofthe person signing to act on behalf of the proxy.

6. A shareholder's right to request the inclusion of certain issues inthe agenda of the Ordinary General Meeting

A shareholder or shareholders representing at least 1/20 of the sharecapital have the right to request the inclusion of certain issues in theagenda of the Ordinary General Meeting of the Company. This requestshould be submitted to the Management Board of the Company no later than21 days prior to the date of the Ordinary General Meeting, i.e. by 31May 2023. The request should include a justification or a proposedresolution on the proposed point of the agenda. The request may besubmitted in writing, addressed as "the General Meeting of KGHM PolskaMiedź S.A." at the head office of the Company at ul. MariiSkłodowskiej-Curie 48, 59-301 Lubin, or in electronic form sent to thefollowing e-mail of the Company: wza@kghm.com.TheShareholder/Shareholders should provide proof of ownership of theappropriate number of shares as at the date the request is submitted,attaching to the request a registered certificate confirming the rightto participate in the Ordinary General Meeting of the Company or otherdocument which is equivalent to the certificate, and in the case of:

a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theGeneral Meeting of the Company,

b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should attach the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the General Meeting (e.g. acontinuous proxy authority). If a shareholder is not required to beentered into the register, his/her representatives should attach otherdocumentation confirming the existence of a principal.

c) requests made through a proxy - should attach the proxy authority tomake such a request signed by the shareholder (or continuous proxyauthority), and in the case of a proxy other than an individual - a copyof an extract from an appropriate register, confirming the authority ofthe person signing to act on behalf of the proxy.

7. A shareholder's right to submit proposed resolutions

A shareholder or shareholders of the Company representing at least 1/20of the share capital have the right to submit in writing, addressed as"the General Meeting of KGHM Polska Miedź S.A." at the head office ofthe Company at ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin, or inelectronic form sent to the following e-mail: wza@kghm.com, prior to thedate of the Ordinary General Meeting, proposed resolutions regardingissues included in the agenda of the Ordinary General Meeting, or issueswhich are to be included in the agenda.

The Shareholder/Shareholders should provide proof of ownership of theappropriate number of shares as at the date the request is submitted,attaching to the request a registered certificate confirming the rightto participate in the Ordinary General Meeting of the Company or otherdocument, which is equivalent to the certificate and in the case of:

a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theGeneral Meeting of the Company,

b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should attach the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the General Meeting (e.g. acontinuous proxy authority). If a shareholder is not required to beentered into the register, his/her representatives should attach otherdocumentation confirming the existence of a principal.

c) requests made through a proxy - should attach the proxy authority tomake such a request signed by the shareholder (or continuous proxyauthority), and in the case of a proxy other than an individual - a copyof an extract from an appropriate register, confirming the authority ofthe person signing to act on behalf of the proxy.

In addition, each of shareholders entitled to participate in theOrdinary General Meeting of the Company may, during the said GeneralMeeting, submit proposed resolutions respecting issues included in theagenda of the General Meeting.

8. Electronic communication by shareholders with KGHM Polska Miedź S.A.

Within the scope provided for by the Commercial Partnerships andCompanies Code, shareholders may contact the Company using electronicmeans of communication.

Shareholders may communicate with KGHM Polska Miedź S.A. in electronicform through the e-mail: wza@kghm.com.

The shareholder bears the risk associated with the use of electronicmeans of communication.

Together with documents provided by a shareholder in electronic form,which were originally prepared in a language other than Polish, theshareholder should provide a Polish translation of these documents.

All documents sent in electronic form by a shareholder to KGHM PolskaMiedź S.A., as well as by KGHM Polska Miedź S.A. to a shareholder,should be scanned in the PDF or JPEG format.

9. Means of exercising voting rights by a proxy

A shareholder may participate in the Ordinary General Meeting of theCompany and exercise his/her right to vote either in person or through aproxy/proxies.

The authority to vote through a proxy should be granted in written formor in electronic form. The granting of proxy authority in electronicform does not require to provide of a secure electronic signature.

Forms for voting through a proxy are placed on the Company's website,www.kghm.com, in the section Investors/Corporate Governance/GeneralMeeting. The Company does not require use of the above-mentioned formsfor granting proxy authority.

The Management Board of the Company also announces that, in a casewherein proxy authority is granted by a shareholder together with votinginstructions, the Company will not verify as to whether the given proxyhas voted according to the voting instructions received fromshareholders. Consequently, the Management Board of the Company herebyannounces that voting instructions should be given solely to the saidproxy.

A shareholder is required to send to the Company information on thegranting of proxy authority in electronic form to the e-mail address:wza@kghm.com by 3:00 p.m. on 20 June 2023. A scan of the proxy documentgranted on the form provided by the Company (or prepared by theshareholder, containing at least the same data and information) must beattached to the information on the granting of proxy authority inelectronic form, and in the case of:

a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theOrdinary General Meeting of the Company,

b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should confirm the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the Ordinary GeneralMeeting of the Company (e.g. a continuous proxy authority), and if aproxy authority was granted by persons that are not registered in thecurrent register, a copy of a full extract from the register or otherdocument authorising to grant the proxy authority by the aforementionedpersons, e.g. a resolution of a shareholder's body should be attached.If a shareholder is not required to be entered into the register,his/her representatives should present other documentation confirmingthe existence of a principal.

In the case of proxy authority being granted to a further proxy,continuous proxy authority must be submitted along with documentationindicating the authority to act on behalf of previous proxies.

The principles described above do not release the proxy from therequirement to present documents used to identify the said proxy duringthe preparation of the attendance roster of persons entitled toparticipate in the General Meeting of the Company.

10. Verification of the validity of proxy authority and shareholder andproxy identification

KGHM Polska Miedź S.A. will take appropriate steps to determine theidentity of a shareholder and a proxy in order to verify the validity ofproxy authority granted in electronic form. Verification may include inparticular questions addressed to the shareholder and/or proxy inelectronic form or by telephone in order to confirm the granting ofproxy authority and its scope. The Company hereby provides due notice,however, that in such a case the failure to answer questions asked inthe course of verification shall be treated as a failure to verify thevalidity of proxy authority, and shall represent the basis to refuseadmittance of the proxy to participate in the Ordinary General Meetingof the Company.

The above-mentioned principles regarding the means of granting proxyauthority also have application with reference to revoking proxyauthority granted in electronic form.

11. Admission to participation in the Ordinary General Meeting

Shareholders will be admitted to participation in the Ordinary GeneralMeeting of the Company upon presentation of proof of identity, andproxies:

a) in the case of proxy authority granted in written form - uponpresentation of proof of identity and valid proxy authority granted inwritten form,

b) in the case of proxy authority granted in electronic form - uponpresentation of proof of identity.

Representatives of legal entities and organisational units without legalpersonality should also present current extracts from appropriateregisters, listing persons authorised to represent the said entities aswell as other documents confirming the authority of the said individual(individuals) to represent the shareholder at the Ordinary GeneralMeeting of the Company (e.g. continuous proxy authority).

Proxy authorities and other required documents confirming the right ofthe shareholder or his/her representative to participate in the OrdinaryGeneral Meeting of the Company will be attached by the Company to thebook of minutes.

12. Possibility and means of participating in the Ordinary GeneralMeeting through the use of electronic means of communication

The Company does not provide for the possibility of participation in orthe expression of one's opinion during the Ordinary General Meetingthrough the use of means of direct remote communication in the form ofelectronic communication.

13. The exercise of voting rights through correspondence or through theuse of electronic means of communication

KGHM Polska Miedź S.A. does not provide for the possibility ofexercising voting rights through correspondence or through the use ofelectronic means of communication.

14. A shareholder's right to ask questions regarding issues included inthe agenda of the general meeting

During the General Meeting, all shareholders have a right to askquestions regarding issues included in the agenda of the General Meeting.

The Management Board answers a shareholder's question, but it can refuseto provide the requested information if it could cause damage to theCompany, a company associated with it or a subsidiary, in particular byrevealing technical, trade or organisational secrets of the company. TheManagement Board may provide information outside a General Meeting, ifthere are important reasons to do so. The Management Board is obliged toprovide information no later than within two weeks of the requestsubmitted during the General Meeting.

15. Access to documentation

Persons entitled to participate in the Ordinary General Meeting of theCompany may obtain the full text of documentation which is to bepresented to the Ordinary General Meeting of the Company, as well as ofproposed resolutions, on the Company's website, www.kghm.com in thesection Investors/Corporate Governance/General Meeting, or in printedform at the request of an entitled person, at the head office of theCompany at the address: ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin,during the period from the date of the announcement to 21 June 2023,from 8:00 a.m. to 3:00 p.m.

The Company will provide all information regarding the Ordinary GeneralMeeting of the Company on the Company's website, www.kghm.com in thesection Investors/Investor Handbook/ Investor Calendar.

16. Administrative information

The registration of shareholders will take place two hours before thebeginning of the Ordinary General Meeting, i.e. on 21 June 2023 from9:00 a.m.

Please remember to have proof of identity on the day of the OrdinaryGeneral Meeting of the Company to be allowed to participate in themeeting.

We kindly request entities which represent greater numbers ofshareholders to grant, where possible, proxy authority in electronicform, and to forward the scanned documents to the address: wza@kghm.com.

It is recommended that scanned documents representing the basis for theregistration of participants at the Ordinary General Meeting, or atleast lists of shareholders represented by the shareholder proxy, besent, in alphabetical order, to the address: wza@kghm.com.

Neither the transmission of scanned proxy documents nor the sending ofinformation to the Company, as provided for in section 9 of theAnnouncement, shall result in any negative consequences of a legal orcorporate nature for persons entitled to participate in the OrdinaryGeneral Meeting or their proxies - in the case of a later change infactual circumstances.

In order to improve the registration process, we also request, wherepossible, the preparation of a list specifying those entitiesrepresented by the proxy in alphabetical order, showing the number ofvotes to which they are entitled.

17. Other information

The Management Board of the Company hereby announces that issues notcovered by this announcement shall be subject to the CommercialPartnerships and Companies Code, the Statutes of the Company and theBylaws of the General Meeting of KGHM Polska Miedź S.A. with itsregistered head office in Lubin, and therefore requests the shareholdersof the Company to familiarise themselves with these regulations. In thecase of questions or doubts related to participation in the GeneralMeeting, please contact the Company at: tel. (+48 76) 74 78 381, or byemail address: wza@kghm.com.

18. Real-time webcast of the general meeting

The Management Board of KGHM Polska Miedź S.A. hereby announces that theinternet address (link) of the website at which the real-time webcast ofthe Ordinary General Meeting of the Company, which will take place on 21June 2023, at the head office of the Company at the address ul. MariiSkłodowskiej-Curie 48 (in Jan Wyżykowski Hall), will be available on theCompany's website, www.kghm.com, in the section Investors/CorporateGovernance/General Meeting. A link to the webcast will be posted twodays before the date of the Ordinary General Meeting and will beactivated at the opening of the General Meeting.

A link to the webcast of the Ordinary General Meeting will also beavailable in the section Investors/Investor handbook/Investor Calendar.

The video recording of the General Meeting will be available on theCompany's website, in the section Media/Videos/Shareholder Meetings.

Legal basis: § 19 sec. 1 point 1 of the Decree of the Minister ofFinance dated 29 March 2018 on current and periodic informationpublished by issuers of securities and conditions for recognising asequivalent 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 ofdifferences resulting from the translation, reference should be made tothe official Polish version.