KGHM Polska Miedź S.A.

AGM Information • Sep 2, 2022

Announcement by the Management Board of KGHM PolskaMiedź Spółka Akcyjna with its registered head office in Lubin on theconvening of an Extraordinary General Meeting

1.Date, time and place of the Extraordinary GeneralMeeting

The Management Board of KGHM Polska Miedź SpółkaAkcyjna, with its registered head office in Lubin, at ul. MariiSkłodowskiej-Curie 48, 59-301 Lubin, entered into the register ofentrepreneurs kept by the Regional Court for Wrocław-Fabryczna inWrocław, Section IX (Economic) of the National Court Register, entrynumber KRS 0000023302, tax identification number (NIP) 692-000-00-13,with fully paid-up share capital of PLN 2 000 000 000 ("KGHM PolskaMiedź S.A." or "Company"), acting in accordance with art. 399§ 1 inconnection with 400 § 1 and art. 4021 of the Commercial Partnerships andCompanies Code, hereby convenes an Extraordinary General Meeting of KGHMPolska Miedź S.A., which will take place on 7 October 2022, beginning at1:00 p.m. at the head office of the Company in Lubin, at the address ul.Marii Skłodowskiej-Curie 48 (in Jan Wyżykowski Hall).

2.Agenda:

1.Opening of the Extraordinary General Meeting.

2.Election of the Chairman of the ExtraordinaryGeneral Meeting.

3.Confirmation of the legality of convening theExtraordinary General Meeting and its capacity to adopt resolutions.

4.Acceptance of the agenda.

5.Adoption of resolutions on changes to thecomposition of the Supervisory Board of KGHM Polska Miedź S.A.

6.Closing of the General Meeting.

3.Date of registration of participation in theGeneral Meeting

The date of registration of participation in theExtraordinary General Meeting of the Company is 21 September 2022 ("Dateof Registration").

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

Only persons that were shareholders of KGHM PolskaMiedź S.A. as at the Date of Registration have the right to participatein the Extraordinary General Meeting of the Company, i.e. those personswho:

a)have registered shares of the Company on asecurities account sixteen days prior to the date of the ExtraordinaryGeneral Meeting of the Company (i.e. on 21 September 2022); and

b) no earlier than after the announcement onconvening the Extraordinary General Meeting and no later than by 22September 2022 (inclusive) request the entity which maintains theirsecurities account to issue a registered certificate confirming theright to participate in the Extraordinary General Meeting of theCompany.

It is recommended that shareholders obtain theabove-mentioned certificate confirming the right to participate and haveit with themselves on the day of the Extraordinary General Meeting ofthe Company.

5. List of shareholders

The Company shall determine the list of shareholdersentitled to participate in the Extraordinary General Meeting of theCompany based on the specification provided to the Company by theNational Depository for Securities (KDPW).

The above-mentioned specification is prepared basedon the information provided by entities maintaining shareholderssecurities accounts, on the basis of issued registered certificatesconfirming the right to participate in the Extraordinary General Meetingof the Company.

For three work days prior to the date of theExtraordinary General Meeting, i.e. on 4, 5 and 6 October 2022, from7.30 a.m. until 3.30 p.m., the list of shareholders entitled toparticipate in the Extraordinary General Meeting of the Company will bedisplayed for view at the Company's head office (ul. MariiSkłodowskiej-Curie 48, 59-301 Lubin, building D-4, room number 207).

A shareholder may request that the list ofshareholders entitled to participate in the Extraordinary GeneralMeeting of the Company be sent to them free of charge by e-mail byproviding the e-mail to which the list should be sent. A request for thelist of shareholders should be submitted to the head office of theCompany or sent to the e-mail: wza@kghm.com. The request should beprepared in written form and signed by the shareholder or his/herrepresentatives and, in the case of:

a) shareholders being individuals - should attach acopy of the registered certificate confirming the right to participatein the Extraordinary General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should confirm the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in theExtraordinary General Meeting of the Company (e.g. a continuous proxyauthority), and if a proxy authority was granted by persons that are nocurrently registered in the register by attaching a copy of a fullextract from the register or other document authorising the granting ofproxy authority by the aforementioned persons, e.g. a resolution of ashareholder's body. If a shareholder is not required to be entered intothe register, his/her representatives should present other documentationconfirming the existence of a principal.

c) requests made through a proxy - should attach theproxy authority to make such a request signed by the shareholder (orcontinuous proxy authority), and in the case of a proxy other than anindividual - a copy of an extract from an appropriate register,confirming the authority of the person signing to act on behalf of theproxy.

6. A shareholder's right to request the inclusion ofcertain issues in the agenda of the Extraordinary General Meeting

A shareholder or shareholders representing at least1/20 of the share capital have the right to request the inclusion ofcertain issues in the agenda of the Extraordinary General Meeting of theCompany. This request should be submitted to the Management Board of theCompany no later than 21 days prior to the date of the ExtraordinaryGeneral Meeting, i.e. by 16 September 2022. The request should include ajustification or a proposed resolution on the proposed point of theagenda. The request may be submitted 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 of the Company:wza@kghm.com.The Shareholder/Shareholdersshould provide proof of ownership of the appropriate number of shares asat the date the request is submitted, attaching to the request aregistered certificate confirming the right to participate in theExtraordinary General Meeting of the Company or other document which isequivalent to the certificate, and in the case of:

a) shareholders being individuals - should attach acopy of the registered certificate confirming the right to participatein the General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should attach the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in the GeneralMeeting (e.g. a continuous proxy authority). If a shareholder is notrequired to be entered into the register, his/her representatives shouldattach other documentation confirming the existence of a principal.

c) requests made through a proxy - should attach theproxy authority to make such a request signed by the shareholder (orcontinuous proxy authority), and in the case of a proxy other than anindividual - a copy of an extract from an appropriate register,confirming the authority of the person signing to act on behalf of theproxy._#8195;

7. A shareholder's right to submit proposedresolutions

A shareholder or shareholders of the Companyrepresenting at least 1/20 of the share capital have the right to submitin writing, addressed as "the General Meeting of KGHM Polska Miedź S.A."at the head office of the Company at ul. Marii Skłodowskiej-Curie 48,59-301 Lubin, or in electronic form sent to the following e-mail:wza@kghm.com, prior to the date of the Extraordinary General Meeting,proposed resolutions regarding issues included in the agenda of theExtraordinary General Meeting, or issues which are to be included in theagenda.

The Shareholder/Shareholders should provide proof ofownership of the appropriate number of shares as at the date the requestis submitted, attaching to the request a registered certificateconfirming the right to participate in the Extraordinary General Meetingof the Company or other document, which is equivalent to the certificateand in the case of:

a) shareholders being individuals - should attach acopy of the registered certificate confirming the right to participatein the General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should attach the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in the GeneralMeeting (e.g. a continuous proxy authority). If a shareholder is notrequired to be entered into the register, his/her representatives shouldattach other documentation confirming the existence of a principal.

c) requests made through a proxy - should attach theproxy authority to make such a request signed by the shareholder (orcontinuous proxy authority), and in the case of a proxy other than anindividual - a copy of an extract from an appropriate register,confirming the authority of the person signing to act on behalf of theproxy.

In addition, each of shareholders entitled toparticipate in the Extraordinary General Meeting of the Company may,during the said General Meeting, submit proposed resolutions respectingissues included in the agenda of the General Meeting.

8. Electronic communication by shareholders with KGHMPolska Miedź S.A.

Within the scope provided for by the CommercialPartnerships and Companies Code, shareholders may contact the Companyusing electronic means of communication.

Shareholders may communicate with KGHM Polska MiedźS.A. in electronic form through the e-mail: wza@kghm.com.

The shareholder bears the risk associated with theuse of electronic means of communication.

Together with documents provided by a shareholder inelectronic form, which were originally prepared in a language other thanPolish, the shareholder should provide a Polish translation of thesedocuments.

All documents sent in electronic form by ashareholder to KGHM Polska Miedź S.A., as well as by KGHM Polska MiedźS.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 ExtraordinaryGeneral Meeting of the Company and exercise his/her right to vote eitherin person or through a proxy/proxies.

The authority to vote through a proxy should begranted in written form or in electronic form. The granting of proxyauthority in electronic form does not require to provide of a secureelectronic signature.

Forms for voting through a proxy are placed on theCompany's website, www.kghm.com, in the section Investors/CorporateGovernance/General Meeting. The Company does not require use of theabove-mentioned forms for granting proxy authority.

The Management Board of the Company also announcesthat, in a case wherein proxy authority is granted by a shareholdertogether with voting instructions, the Company will not verify as towhether the given proxy has voted according to the voting instructionsreceived from shareholders. Consequently, the Management Board of theCompany hereby announces that voting instructions should be given solelyto the said proxy.

A shareholder is required to send to the Companyinformation on the granting of proxy authority in electronic form to thee-mail address: wza@kghm.com by 3:00 p.m. on 6 October 2022. A scan ofthe proxy document granted on the form provided by the Company (orprepared by the shareholder, containing at least the same data andinformation) must be attached to the information on the granting ofproxy authority in electronic form, and in the case of:

a) shareholders being individuals - should attach acopy of the registered certificate confirming the right to participatein the Extraordinary General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should confirm the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in theExtraordinary General Meeting of the Company (e.g. a continuous proxyauthority), and if a proxy authority was granted by persons that are notregistered in the current register, a copy of a full extract from theregister or other document authorising to grant the proxy authority bythe aforementioned persons, e.g. a resolution of a shareholder's bodyshould be attached. If a shareholder is not required to be entered intothe register, his/her representatives should present other documentationconfirming the existence of a principal.

In the case of proxy authority being granted to afurther proxy, continuous proxy authority must be submitted along withdocumentation indicating the authority to act on behalf of previousproxies.

The principles described above do not release theproxy from the requirement to present documents used to identify thesaid proxy during the preparation of the attendance roster of personsentitled to participate in the General Meeting of the Company.

10. Verification of the validity of proxy authorityand shareholder and proxy identification

KGHM Polska Miedź S.A. will take appropriate steps todetermine the identity of a shareholder and a proxy in order to verifythe validity of proxy authority granted in electronic form. Verificationmay include in particular questions addressed to the shareholder and/orproxy in electronic form or by telephone in order to confirm thegranting of proxy authority and its scope. The Company hereby providesdue notice, however, that in such a case the failure to answer questionsasked in the course of verification shall be treated as a failure toverify the validity of proxy authority, and shall represent the basis torefuse admittance of the proxy to participate in the ExtraordinaryGeneral Meeting of the Company.

The above-mentioned principles regarding the means ofgranting proxy authority also have application with reference torevoking proxy authority granted in electronic form.

11. Admission to participation in the ExtraordinaryGeneral Meeting

Shareholders will be admitted to participation in theExtraordinary General Meeting of the Company upon presentation of proofof identity, and proxies:

a) in the case of proxy authority granted in writtenform - upon presentation of proof of identity and valid proxy authoritygranted in written form,

b) in the case of proxy authority granted inelectronic form - upon presentation of proof of identity.

Representatives of legal entities and organisationalunits without legal personality should also present current extractsfrom appropriate registers, listing persons authorised to represent thesaid entities as well as other documents confirming the authority of thesaid individual (individuals) to represent the shareholder at theExtraordinary General Meeting of the Company (e.g. continuous proxyauthority).

Proxy authorities and other required documentsconfirming the right of the shareholder or his/her representative toparticipate in the Extraordinary General Meeting of the Company will beattached by the Company to the book of minutes.

12. Possibility and means of participating in theExtraordinary General Meeting through the use of electronic means ofcommunication

The Company does not provide for the possibility ofparticipation in or the expression of one's opinion during theExtraordinary General Meeting through the use of means of direct remotecommunication in the form of electronic communication.

13. The exercise of voting rights throughcorrespondence or through the use of electronic means of communication

KGHM Polska Miedź S.A. does not provide for thepossibility of exercising voting rights through correspondence orthrough the use of electronic means of communication.

14. A shareholder's right to ask questions regardingissues included in the agenda of the general meeting

During the General Meeting, all shareholders have aright to ask questions regarding issues included in the agenda of theGeneral Meeting.

The Management Board answers a shareholder'squestion, but it can refuse to provide the requested information if itcould cause damage to the Company, a company associated with it or asubsidiary, in particular by revealing technical, trade ororganisational secrets of the company. The Management Board may provideinformation outside a General Meeting, if there are important reasons todo so. The Management Board is obliged to provide information no laterthan within two weeks of the request submitted during the GeneralMeeting.

15. Access to documentation

Persons entitled to participate in the ExtraordinaryGeneral Meeting may obtain the full text of documentation which is to bepresented to the Extraordinary General Meeting of the Company, as wellas of proposed resolutions, on the Company's website, www.kghm.com inthe section Investors/Corporate Governance/General Meeting, or inprinted form at the request of an entitled person, at the head office ofthe Company at the address: ul. Marii Skłodowskiej-Curie 48, 59-301Lubin, during the period from the date of the announcement to 7 October2022, from 8:00 a.m. to 3:00 p.m.

The Company will provide all information regardingthe Extraordinary General Meeting of the Company on the Company'swebsite, www.kghm.com in the section Investors/Investor Handbook/Investor Calendar.

16. Administrative information

The registration of shareholders will take place fourhours before the beginning of the Extraordinary General Meeting, i.e. on7 October 2022 from 9:00 a.m.

Please remember to have proof of identity on the dayof the Extraordinary General Meeting of the Company to be allowed toparticipate in the meeting.

We kindly request entities which represent greaternumbers of shareholders to grant, where possible, proxy authority inelectronic form, and to forward the scanned documents to the address:wza@kghm.com.

It is recommended that scanned documents representingthe basis for the registration of participants at the ExtraordinaryGeneral Meeting, or at least lists of shareholders represented by theshareholder proxy, be sent, in alphabetical order, to the address:wza@kghm.com.

Neither the transmission of scanned proxy documentsnor the sending of information to the Company, as provided for in sec. 9of the Announcement, shall result in any negative consequences of alegal or corporate nature for persons entitled to participate in theExtraordinary General Meeting or their proxies - in the case of a laterchange in factual circumstances.

In order to improve the registration process, we alsorequest, where possible, the preparation of a list specifying thoseentities represented by the proxy in alphabetical order, showing thenumber of votes to which they are entitled.

17. Other information

The Management Board of the Company hereby announcesthat issues not covered by this announcement shall be subject to theCommercial Partnerships and Companies Code, the Statutes of the Companyand the Bylaws 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. herebyannounces that the internet address (link) of the website at which thereal-time webcast of the Extraordinary General Meeting of the Company,which will take place on 7 October 2022, at the head office of theCompany at the address ul. Marii Skłodowskiej-Curie 48 (in JanWyżykowski Hall), will be available on the Company's website,www.kghm.com, in the section Investors/Corporate Governance/GeneralMeeting. A link to the webcast will be posted two days before the dateof the Extraordinary General Meeting and will be activated at theopening of the General Meeting.

A link to the webcast of the Extraordinary GeneralMeeting will also be available in the section Investors/InvestorHandbook/Investor Calendar.

The video recording of the General Meeting will beavailable on the Company's website, in the sectionMedia/Videos/Shareholder Meetings.

Legal basis: § 19 sec. 1 point 1 of the Decree of theMinister of Finance dated 29 March 2018 on current and periodicinformation published by issuers of securities and conditions forrecognising as equivalent information required by the laws of anon-member state (Journal of Laws of 2018, item 757)

Translation from the original Polish version.In theevent of differences resulting from the translation, reference should bemade to the official Polish version.