KGHM Polska Miedź S.A.

AGM Information • Oct 30, 2020

Proposal 1 to point 2 of the agenda

Resolution No. ____/2020 of the Extraordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 26 November 2020

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

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

§ 1

.............................................. is hereby elected as Chairman of the Extraordinary

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 or his deputy, after which a chairman is elected from among persons authorised to vote.

Resolution No. ____/2020 of the Extraordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 26 November 2020

regarding: acceptance of the agenda of the Extraordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin

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

§ 1

The following agenda is hereby accepted:

• 1. Opening of the Extraordinary General Meeting.
• 1. Election of the Chairman of the Extraordinary General Meeting.
• 1. Confirmation of the legality of convening the Extraordinary General Meeting and its capacity to adopt resolutions.
• 1. Acceptance of the agenda.
• 1. Appointment to the 10th term of a Member of the Supervisory Board of KGHM Polska Miedź S.A. elected in supplementary elections by the Employees of the KGHM Polska Miedź S.A. Group.
• 1. Closing of the General Meeting.

§ 2

This resolution comes into force upon its adoption.

Resolution No. ____/2020 of the Extraordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 26 November 2020

regarding: appointment to the 10th term of a Member of the Supervisory Board of KGHM Polska Miedź S.A. elected in supplementary elections by the Employees of the KGHM Polska Miedź S.A. Group

Acting on the basis of art. 385 § 1 of the Commercial Partnerships and Companies Code and § 16 sec. 2 of the Statutes of KGHM Polska Miedź S.A., the Extraordinary General Meeting of KGHM Polska Miedź S.A., in reference to the confirmation on 22 October 2020 by the Supervisory Board of KGHM Polska Miedź S.A. by Resolution No. 105/X/20 of the validity of the supplementary elections by the Employees of the KGHM Polska Miedź S.A. Group for a Member of the current, 10th term Supervisory Board, resolves as follows:

§ 1

The Extraordinary General Meeting of KGHM Polska Miedź S.A. hereby appoints Mr. Przemysław Darowski to the 10th term Supervisory Board of KGHM Polska Miedź S.A.

§ 2

This resolution comes into force upon its adoption.

JUSTIFICATION

Due to expiry of the mandate of a Member of the current-term Supervisory Board resulting from the death of Mr. Ireneusz Pasis, who was elected by the Employees of the KGHM Polska Miedź S.A. Group, the Supervisory Board of the Company, acting on the basis of § 16 sec. 4 of the Statutes of KGHM Polska Miedź S.A., by Resolution No. 85/X/20 dated 18 August 2020 ordered supplementary elections for a Member of the 10th term Supervisory Board of KGHM Polska Miedź S.A. elected by the Employees of the KGHM Polska Miedź S.A. Group.

The election was conducted on 13-14 October 2020. The majority of votes were cast for Mr. Przemysław Darowski. The Supervisory Board of the Company, by Resolution No. 105/X/20 dated 22 October 2020, confirmed the validity of the supplementary elections for a Member of the 10th term Supervisory Board of KGHM Polska Miedź S.A. elected by the Employees of the KGHM Polska Miedź S.A. Group, conducted on 13 October and 14 October 2020. Under art. 385 § 1 of the Commercial Partnerships and Companies Code and § 16 sec. 2 of the Statutes of KGHM Polska Miedź S.A., only the General Meeting is empowered to appoint Members of the Supervisory Board. Consequently, the adoption of this resolution, which will enable the person elected by the Employees of the KGHM Polska Miedź S.A. Group in supplementary elections to undertake this function, is mandatory.

Information on the person elected to the Supervisory Board by the Employees of the Group will be available on the website www.kghm.com, in the section Investors / General Meeting.

Legal basis: § 19 sec. 1 point 2 of the Decree of the Minister of Finance dated 29 March 2018 on current and periodic information published by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757)

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