KGHM Polska Miedź S.A.

AGM Information • May 29, 2020

Announcement of a change in the agenda of the Ordinary General Meeting of KGHM Polska Miedź S.A. convened for 19 June 2020

The Management Board of KGHM Polska Miedź S.A. announces that on 29 May 2020 the State Treasury, as an entitled shareholder of the Company, represented by the Minister of State Assets, acting on the basis of art. 401 § 1 of the Commercial Partnerships and Companies Code, requested the addition of the point on changes to the composition of the Supervisory Board of KGHM Polska Miedź S.A. to the agenda of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin, convened for 19 June 2020.

The Management Board of the Company, taking into account the aforementioned requested change, hereby supplements the agenda of the Ordinary General Meeting of KGHM Polska Miedź S.A. by an additional point with the following wording "15. Adoption of resolutions on changes to the composition of the Supervisory Board of the Company KGHM Polska Miedź S.A." and presents the new agenda of the Ordinary General Meeting of KGHM Polska Miedź S.A., which will take place on 19 June 2020, beginning at 11:00 a.m. at the head office of the Company in Lubin, at the address ul. Marii Skłodowskiej-Curie 48 (in Jan Wyżykowski Hall):

• 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.
• 1. Review of annual reports:
  2. a) the Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2019,
  3. b) the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the year ended 31 December 2019, 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 2019 as well as the non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2019.
• 1. Review of the proposal of the Management Board of KGHM Polska Miedź S.A. concerning the appropriation of profit for the year ended 31 December 2019.
• 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 2019 – 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 2019, the consolidated financial statements of the KGHM Polska Miedź S.A. Group for 2019 and the Management Board's report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2019, as well as the non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2019.
• 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 the year ended 31 December 2019.
• 1. Presentation by the Supervisory Board of:
  2. a) an Assessment of the standing of KGHM Polska Miedź S.A. for the year ended 31 December 2019, including an evaluation of the internal control, risk management and compliance systems and the internal audit function,
  3. b) a Report on the activities of the Supervisory Board of KGHM Polska Miedź S.A. for the year ended 31 December 2019.
• 1. Adoption of resolutions on:
  2. a) approval of the Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2019,
  3. b) approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the year ended 31 December 2019,
  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 2019 as well as the nonfinancial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2019,
• d) appropriation of the Company's profit for the year ended 31 December 2019.
• 1. Adoption of resolutions on:
  2. a) approval of the performance of duties of members of the Management Board of KGHM Polska Miedź S.A. for the year ended 31 December 2019,
  3. b) approval of the performance of duties of members of the Supervisory Board of KGHM Polska Miedź S.A. for the year ended 31 December 2019.
• 1. Adoption of a resolution on acceptance of the "Remuneration Policy for the Members of the Management and Supervisory Boards of KGHM Polska Miedź S.A."
• 1. Adoption of a resolution on amending the "Statutes of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin".
• 1. Adoption of resolutions on changes to the composition of the Supervisory Board of KGHM Polska Miedź S.A.
• 1. Closing of the General Meeting.

The Management Board of the Company hereby provides the proposed resolutions reflecting the aforementioned change to the agenda. The wording of the remaining published proposed resolutions of the Ordinary General Meeting is unchanged.

Resolution No. ____/2020 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 19 June 2020

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 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.
• 1. Review of annual reports:
  2. a) the Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2019,
  3. b) the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the year ended 31 December 2019, 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 2019 as well as the non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2019.
• 1. Review of the proposal of the Management Board of KGHM Polska Miedź S.A. concerning the appropriation of profit for the year ended 31 December 2019.
• 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 2019 – 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 2019, the consolidated financial statements of the KGHM Polska Miedź S.A. Group for 2019 and the Management Board's report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2019, as well as the non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2019.
• 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 the year ended 31 December 2019.
• 1. Presentation by the Supervisory Board of:
  2. a) an Assessment of the standing of KGHM Polska Miedź S.A. for the year ended 31 December 2019, including an evaluation of the internal control, risk management and compliance systems and the internal audit function,
  3. b) a Report on the activities of the Supervisory Board of KGHM Polska Miedź S.A. for the year ended 31 December 2019.
• 1. Adoption of resolutions on:
  2. a) approval of the Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2019,
  3. b) approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the year ended 31 December 2019,
  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 2019 as well as the nonfinancial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2019,
  5. d) appropriation of the Company's profit for the year ended 31 December 2019.
• 1. Adoption of resolutions on:
  2. a) approval of the performance of duties of members of the Management Board of KGHM Polska Miedź S.A. for the year ended 31 December 2019,
  3. b) approval of the performance of duties of members of the Supervisory Board of KGHM Polska Miedź S.A. for the year ended 31 December 2019.
• 1. Adoption of a resolution on acceptance of the "Remuneration Policy for the Members of the Management and Supervisory Boards of KGHM Polska Miedź S.A."
• 1. Adoption of a resolution on amending the "Statutes of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin".
• 1. Adoption of resolutions on changes to the composition of the Supervisory Board of KGHM Polska Miedź S.A.
• 1. Closing of the General Meeting.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. ____/2020 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 19 June 2020

regarding: changes to the composition of the Supervisory Board of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin.

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

§ 1.

The Ordinary General Meeting dismisses ………………………………………. from the composition of the Supervisory Board of the Company KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force on the date it is adopted.

Resolution No. ____/2020 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 19 June 2020

regarding: changes to the composition of the Supervisory Board of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin.

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

§ 1.

The Ordinary General Meeting appoints ………………………………………. to the composition of the Supervisory Board of the Company KGHM Polska Miedź S.A.

§ 2. This resolution comes into force on the date it is adopted.

The complete proposed resolutions and the form for voting through a proxy, including the changes proposed by the shareholder – the State Treasury, may be found on the Company's website: www.kghm.com in the section Investors/Corporate Governance/ General Meeting/AGM 2020.

Legal basis: § 19 sec. 1 point 3 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 nonmember 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.