KGHM Polska Miedź S.A.

AGM Information • Oct 24, 2022

Convening of an Extraordinary GeneralMeeting of KGHM Polska Miedź S.A.Announcement by theManagement Board of KGHM Polska Miedź Spółka Akcyjna with its registeredhead office in Lubin on the convening of an Extraordinary General Meeting1.Date, time and place of the Extraordinary General MeetingTheManagement 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. 399 § 1 in connection with 400 § 1 andart. 4021 of the Commercial Partnerships and Companies Code, herebyconvenes an Extraordinary General Meeting of KGHM Polska Miedź S.A.,which will take place on 24 November 2022, beginning at 11:00 a.m. atthe head office of the Company in Lubin, at the address ul. MariiSkłodowskiej-Curie 48 (in Jan Wyżykowski Hall).2.Agenda:1. Opening of theExtraordinary General Meeting.2.Election of the Chairman of the Extraordinary General Meeting.3.Confirmation of the legality of convening the Extraordinary GeneralMeeting and its capacity to adopt resolutions.4.Acceptance of the agenda.5.Adoption of resolutions on changes to the composition of the SupervisoryBoard of KGHM Polska Miedź S.A. 6. Closing of the General Meeting.3.Date of registration of participation in the General MeetingThedate of registration of participation in the Extraordinary GeneralMeeting of the Company is 8 November 2022 ("Date of Registration").4.A shareholder's right to participate in the Extraordinary General MeetingOnlypersons that were shareholders of KGHM Polska Miedź S.A. as at the Dateof Registration have the right to participate in the ExtraordinaryGeneral Meeting of the Company, i.e. those persons who: a) haveregistered shares of the Company on a securities account sixteen daysprior to the date of the Extraordinary General Meeting of the Company(i.e. on 8 November 2022); and b) no earlier than after the announcementon convening the Extraordinary General Meeting and no later than by 9November 2022 (inclusive) request the entity which maintains theirsecurities account to issue a registered certificate confirming theright to participate in the Extraordinary General Meeting of the Company.Itis recommended that shareholders obtain the above-mentioned certificateconfirming the right to participate and have it with themselves on theday of the Extraordinary General Meeting of the Company.5.List of shareholdersTheCompany shall determine the list of shareholders entitled to participatein the Extraordinary General Meeting of the Company based on thespecification provided to the Company by the National Depository forSecurities (KDPW).Theabove-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 Extraordinary General Meeting of the Company.Forthree work days prior to the date of the Extraordinary General Meeting,i.e. on 21, 22 and 23 November 2022, from 7.30 a.m. until 3.30 p.m., thelist of shareholders entitled to participate in the ExtraordinaryGeneral Meeting of the Company will be displayed for view at theCompany's head office (ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin,building D-4, room number 207).Ashareholder may request that the list of shareholders entitled toparticipate in the Extraordinary General Meeting of the Company be sentto them free of charge by e-mail by providing the e-mail to which thelist should 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 the registeredcertificate confirming the right to participate in the ExtraordinaryGeneral Meeting of the Company,b)shareholders being legal entities and organisational units without legalpersonality, which were granted legal capacity under the law - shouldconfirm the authorisation to act on behalf of the entity by attaching acopy of a current extract from an appropriate register or other documentconfirming the authority of an individual (or individuals) to representthe shareholder in the Extraordinary General Meeting of the Company(e.g. a continuous proxy authority), and if a proxy authority wasgranted by persons that are no currently registered in the register byattaching a copy of a full extract from the register or other documentauthorising the granting of proxy authority by the aforementionedpersons, e.g. a resolution of a shareholder's body. If a shareholder isnot required to be entered into the register, his/her representativesshould present other documentation confirming the existence of aprincipal.c) requests madethrough a proxy - should attach the proxy authority to make such arequest signed by the shareholder (or continuous proxy authority), andin the case of a proxy other than an individual - a copy of an extractfrom an appropriate register, confirming the authority of the personsigning to act on behalf of the proxy.6.A shareholder's right to request the inclusion of certain issues in theagenda of the Extraordinary General MeetingAshareholder or shareholders representing at least 1/20 of the sharecapital have the right to request the inclusion of certain issues in theagenda of the Extraordinary 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 Extraordinary General Meeting, i.e. by3 November 2022. The request should include a justification or aproposed resolution on the proposed point of the agenda. The request maybe submitted in writing, addressed as "the General Meeting of KGHMPolska Miedź 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 Extraordinary General Meeting of the Company orother document which is equivalent to the certificate, and in the caseof:a) shareholders beingindividuals - should attach a copy of the registered certificateconfirming the right to participate in the General Meeting of theCompany,b) shareholders beinglegal entities and organisational units without legal personality, whichwere granted legal capacity under the law - should attach theauthorisation to act on behalf of the entity by attaching a copy of acurrent extract from an appropriate register or other documentconfirming the authority of an individual (or individuals) to representthe shareholder in the General Meeting (e.g. a continuous proxyauthority). If a shareholder is not required to be entered into theregister, his/her representatives should attach other documentationconfirming 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 resolutionsAshareholder or shareholders of the Company representing at least 1/20 ofthe share capital have the right to submit in writing, addressed as "theGeneral Meeting of KGHM Polska Miedź S.A." at the head office of theCompany 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 Extraordinary General Meeting, proposed resolutionsregarding issues included in the agenda of the Extraordinary GeneralMeeting, or issues which are to be included in the agenda.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 Extraordinary General Meeting of the Company orother document, which is equivalent to the certificate and in the caseof:a) shareholders beingindividuals - should attach a copy of the registered certificateconfirming the right to participate in the General Meeting of theCompany,b) shareholders beinglegal entities and organisational units without legal personality, whichwere granted legal capacity under the law - should attach theauthorisation to act on behalf of the entity by attaching a copy of acurrent extract from an appropriate register or other documentconfirming the authority of an individual (or individuals) to representthe shareholder in the General Meeting (e.g. a continuous proxyauthority). If a shareholder is not required to be entered into theregister, his/her representatives should attach other documentationconfirming 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.Inaddition, each of shareholders entitled to participate in theExtraordinary General Meeting of the Company may, during the saidGeneral Meeting, submit proposed resolutions respecting issues includedin the agenda of the General Meeting.8.Electronic communication by shareholders with KGHM Polska Miedź S.A.Withinthe scope provided for by the Commercial Partnerships and CompaniesCode, shareholders may contact the Company using electronic means ofcommunication.Shareholdersmay communicate with KGHM Polska Miedź S.A. in electronic form throughthe e-mail: wza@kghm.com.Theshareholder bears the risk associated with the use of electronic meansof communication.Togetherwith documents provided by a shareholder in electronic form, which wereoriginally prepared in a language other than Polish, the shareholdershould provide a Polish translation of these documents.Alldocuments sent in electronic form by a shareholder to KGHM Polska MiedźS.A., as well as by KGHM Polska Miedź S.A. to a shareholder, should bescanned in the PDF or JPEG format.9.Means of exercising voting rights by a proxyAshareholder may participate in the Extraordinary General Meeting of theCompany and exercise his/her right to vote either in person or through aproxy/proxies.The authorityto vote through a proxy should be granted in written form or inelectronic form. The granting of proxy authority in electronic form doesnot require to provide of a secure electronic signature.Formsfor 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.TheManagement Board of the Company also announces that, in a case whereinproxy 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 isrequired to send to the Company information on the granting of proxyauthority in electronic form to the e-mail address: wza@kghm.com by 3:00p.m. on 23 November 2022. A scan of the proxy document granted on theform provided by the Company (or prepared by the shareholder, containingat least the same data and information) must be attached to theinformation on the granting of proxy authority in electronic form, andin the case of:a)shareholders being individuals - should attach a copy of the registeredcertificate confirming the right to participate in the ExtraordinaryGeneral Meeting of the Company,b)shareholders being legal entities and organisational units without legalpersonality, which were granted legal capacity under the law - shouldconfirm the authorisation to act on behalf of the entity by attaching acopy of a current extract from an appropriate register or other documentconfirming the authority of an individual (or individuals) to representthe shareholder in the Extraordinary General Meeting of the Company(e.g. a continuous proxy authority), and if a proxy authority wasgranted by persons that are not registered in the current register, acopy of a full extract from the register or other document authorisingto grant the proxy authority by the aforementioned persons, e.g. aresolution of a shareholder's body should be attached. If a shareholderis not required to be entered into the register, his/her representativesshould present other documentation confirming the existence of aprincipal. In the case of proxy authority being granted to a furtherproxy, continuous proxy authority must be submitted along withdocumentation indicating the authority to act on behalf of previousproxies.The principlesdescribed above do not release the proxy from the requirement to presentdocuments used to identify the said proxy during the preparation of theattendance roster of persons entitled to participate in the GeneralMeeting of the Company.10.Verification of the validity of proxy authority and shareholder andproxy identificationKGHMPolska Miedź S.A. will take appropriate steps to determine the identityof a shareholder and a proxy in order to verify the validity of proxyauthority 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 Extraordinary GeneralMeeting of the Company.Theabove-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 Extraordinary General MeetingShareholderswill be admitted to participation in the Extraordinary General Meetingof the Company upon presentation of proof of identity, and proxies: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 ofproxy authority granted in electronic form - upon presentation of proofof identity.Representativesof legal entities and organisational units without legal personalityshould also present current extracts from appropriate registers, listingpersons authorised to represent the said entities as well as otherdocuments confirming the authority of the said individual (individuals)to represent the shareholder at the Extraordinary General Meeting of theCompany (e.g. continuous proxy authority).Proxyauthorities and other required documents confirming the right of theshareholder or his/her representative to participate in theExtraordinary General Meeting of the Company will be attached by theCompany to the book of minutes.12.Possibility and means of participating in the Extraordinary GeneralMeeting through the use of electronic means of communicationTheCompany does not provide for the possibility of participation in or theexpression of one's opinion during the Extraordinary 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 the useof electronic means of communicationKGHMPolska Miedź S.A. does not provide for the possibility of exercisingvoting rights through correspondence or through the use of electronicmeans of communication.14.Ashareholder's right to ask questions regarding issues included in theagenda of the general meetingDuringthe General Meeting, all shareholders have a right to ask questionsregarding issues included in the agenda of the General Meeting.TheManagement Board answers a shareholder's question, but it can refuse toprovide 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 documentationPersonsentitled to participate in the Extraordinary General Meeting may obtainthe full text of documentation which is to be presented to theExtraordinary General Meeting of the Company, as well as of proposedresolutions, on the Company's website, www.kghm.com in the sectionInvestors/Corporate Governance/General Meeting, or in printed form atthe request of an entitled person, at the head office of the Company atthe address: ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin, during theperiod from the date of the announcement to 24 November 2022, from 8:00a.m. to 3:00 p.m.The Companywill provide all information regarding the Extraordinary General Meetingof the Company on the Company's website, www.kghm.com in the sectionInvestors/Investor Handbook/ Investor Calendar.16.Administrative informationTheregistration of shareholders will take place two hours before thebeginning of the Extraordinary General Meeting, i.e. on 24 November 2022from 9:00 a.m.Pleaseremember to have proof of identity on the day of the ExtraordinaryGeneral Meeting of the Company to be allowed to participate in themeeting.We kindly requestentities which represent greater numbers of shareholders to grant, wherepossible, proxy authority in electronic form, and to forward the scanneddocuments to the address: wza@kghm.com.It is recommended thatscanned documents representing the basis for the registration ofparticipants at the Extraordinary General Meeting, or at least lists ofshareholders represented by the shareholder proxy, be sent, inalphabetical order, to the address: wza@kghm.com.Neitherthe transmission of scanned proxy documents nor the sending ofinformation to the Company, as provided for in sec. 9 of theAnnouncement, shall result in any negative consequences of a legal orcorporate nature for persons entitled to participate in theExtraordinary General Meeting or their proxies - in the case of a laterchange in factual circumstances.Inorder 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 informationTheManagement Board of the Company hereby announces that issues not coveredby this announcement shall be subject to the Commercial Partnerships andCompanies Code, the Statutes of the Company and the Bylaws of theGeneral Meeting of KGHM Polska Miedź S.A. with its registered headoffice in Lubin, and therefore requests the shareholders of the Companyto familiarise themselves with these regulations. In the case ofquestions or doubts related to participation in the General Meeting,please contact the Company at: tel. (+48 76) 74 78 381, or by emailaddress: wza@kghm.com.18.Real-time webcast of the general meetingTheManagement Board of KGHM Polska Miedź S.A. hereby announces that theinternet address (link) of the website at which the real-time webcast ofthe Extraordinary General Meeting of the Company, which will take placeon 24 November 2022, at the head office of the Company at the addressul. Marii Skłodowskiej-Curie 48 (in Jan Wyżykowski Hall), will beavailable on the Company's website, www.kghm.com, in the sectionInvestors/Corporate Governance/General Meeting. A link to the webcastwill be posted two days before the date of the Extraordinary GeneralMeeting and will be activated at the opening of the General Meeting. Alink to the webcast of the Extraordinary 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.Legalbasis: § 19 sec. 1 point 1 of the Decree of the Minister of Financedated 29 March 2018 on current and periodic information published byissuers of securities and conditions for recognising as equivalentinformation required by the laws of a non-member state (Journal of Lawsof 2018, item 757)Translationfrom the original Polish version. In the event of differences resultingfrom the translation, reference should be made to the official Polishversion.