KGHM Polska Miedź S.A.

AGM Information • May 18, 2017

Change in the agenda of the Ordinary General Meeting of KGHM PolskaMiedź S.A. convened for 21 June 2017

Announcement of a change in the agenda of the Ordinary General Meetingof KGHM Polska Miedź S.A.convened for 21 June 2017

The Management Board of KGHM Polska Miedź S.A. announces that on 16 May2017 the State Treasury, as an entitled shareholder of the Company,represented by the Minister of Energy, acting on the basis of art. 401 §1 of the Commercial Partnerships and Companies Code, submitted a requestto add the following points to the agenda of the Ordinary GeneralMeeting of KGHM Polska Miedź S.A. with its registered head office inLubin convened for 21 June 2017:

1) Adoption of the resolution regarding the amendment of "The Statutesof KGHM Polska Miedź S.A.".

2) Adoption of resolutions on the following issues:

a) disposal of non-current assets;

b) rules of procedure when concluding agreements for legal services,marketing services, public relations services and social communicationservices, and advisory services associated with management, as well asamendments to such agreements,

c) rules of procedure when concluding agreements by the Company ondonations, discharge of debt or other agreements with similarimplications,

d) principles and procedures for disposal of non-current assets,

e) the obligation to submit a report on representation expenses,expenses incurred on legal services, marketing services, publicrelations services and social communication services, and advisoryservices associated with management,

f) determining the requirements for a candidate for the position ofmember of the Company's Management Board,

g) appointment of a member of the Management Board and the qualificationprocedure for the position of member of the Management Board,

h) concerning the fulfilment of the obligations arising from Article 17section 7, article 18 section 2, article 20 and article 23 of the Act onthe principles of state assets management.

3) Adoption of a resolution on amending the resolution no. 8/2016 of theExtraordinary General Meeting dated 7 December 2016 regarding the termsof setting the remuneration of Members of the Management Board.

4) Adoption of a resolution on amending the resolution no. 9/2016 of theExtraordinary General Meeting dated 7 December 2016 regarding the termsof setting the remuneration of Members of the Supervisory Board.

The Management Board of KGHM Polska Miedź S.A. presents a justificationcontained in the shareholder's request to add additional points to theagenda of the Ordinary General Meeting of KGHM Polska Miedź S.A.

Justification

Re. to point 1 and 2

The Act of 16 December 2016 on the principles of state assets managementimposed an obligation on entities authorised to exercise rightsresulting from shares held by the State Treasury to undertake actionsaimed at identifying those issues, which ought to require specialsupervision with respect to the disposal of a company's assets, eitherthrough a resolution of the general meeting or in the company'sstatutes, and also defined the requirements for candidates for membersof supervisory and management bodies. In addition, it imposed anobligation to introduce a procedure for the selection of members of themanagement board following a qualification procedure conducted by theSupervisory Board, aimed at checking and evaluating the candidates'qualifications.

The proposed changes, due to their significant nature and importance,should be reflected in the provisions of the Statutes. The Statutes, asan internal act regulating the operations of the company, should clearlydemonstrate the division of duties of members of companies' corporatebodies, contain transparent rules for disposal of their assets, rulesconcerning the making of investment decisions, the manner of appointingmembers of supervisory and management bodies and determining theirremuneration as well as standards related to activities undertaken bycompanies' management boards, in areas such as consulting, marketing,sponsoring and representation expenses. In accordance with the Act of 16December 2016 on the principles of state assets management, these areasshould be consistently standardised in companies in which the StateTreasury own shares. For the foregoing reasons, it is justifiable toimplement the provisions of the Act directly into a Company's Statutesinstead of implementing them by means of resolutions of the generalmeeting. If the resolution concerning the amendment to the Statutes inthe said scope is adopted, then the process of advancing the proposedresolutions referred to in point 4 of this letter will be the void ofpurpose.

Notwithstanding the above, it should be emphasised that the proposedchanges do not by any means infringe on the interests of minorityshareholders. What is more, such changes would provide them with greateraccess to information about the Company and influence on decision making.

Moreover, please be informed that the proposed resolutions in the scopegiven above will be submitted without undue delay, after their detaileddrafting.

Re. to point 3

The Act of 16 December 2016 on the Provisions implementing the Act onthe principles of state assets management (Journal of Laws No. 2260 of2016, with subsequent amendments), introduced amendments to the Act of 9June 2016 on the terms of setting the remuneration of individualsmanaging certain companies (Journal of Laws No. 1202 of 2016, withsubsequent amendments) by applying new wording to Article 4 section 7 ofthis Act. In accordance with the current wording of this provision, thefulfilment of the obligations arising from Articles 17-20, Article 22and Article 23 of the Act of 16 December 2016 on the principles of stateassets management was set forth as a separate target determining apossibility of receiving of a variable part of remuneration by membersof management bodies for a given financial year of a company.

Moreover, on 1 January 2017, the Act of 16 December 2016 on theprinciples of state assets management (Journal of Laws of 2016 item2259), which determines the requirements for a candidate for member of asupervisory body selected by an entity authorised to exercise rightsresulting from shares held by the State Treasury or a state legalperson, entered into force. One of the requirements for candidates formembers of supervisory bodies is to pass an examination before anexamination commission appointed by the Prime Minister.

As for the requirements of article 19 of the Act of 16 December 2016 onthe principles of state assets management, the Minister of Energy,exercising the rights deriving from the holding of shares in companiesby the State Treasury, pays special attention to the selection ofappropriate persons to the supervisory bodies of these entities. Theabove also applies to members of supervisory bodies of companies of theGroup. Supervisory board members should have appropriate education andwork experience, display appropriate ethical behaviour and haveappropriate qualifications to serve as members of supervisory boards.For these reasons, members of the supervisory boards of the companies ofthe group should have appropriate qualifications to serve as members ofsupervisory boards, as attested by an examination for candidates formembers of supervisory bodies, or hold qualifications that statutorilyexempt them from the requirement to take such an examination.

Taking into account the Minister of Energy's expectations, an additionalManagement Target of members of the Management Board which willdetermine the payment of the Variable Part of the remuneration shall bethe requirement to shape the composition of supervisory boards of allcompanies of the Group in such a way that by 31 December 2017 theirmembers will hold qualifications to serve in supervisory boards, asattested by a positive result from an examination for candidates formembers of supervisory boards, or will hold relevant qualifications thatstatutorily exempt them from the requirement to take such examination,in particular holding a PhD degree in economics or law, or beingofficially registered as a legal counsel, attorney-at-law, qualifiedauditor or investment adviser.

Re. to point 4

Taking into account the wording of resolution no. 9/2016 of theExtraordinary General Meeting dated 7 December 2016 on determining theterms of setting the remuneration of Members of the Supervisory Board,it is necessary to bring the level of monthly remuneration of members ofthe Supervisory Board to standards in force in companies, in which theMinister of Energy exercises rights deriving from the holding of shares.

Based on art. 401 §2 of the Commercial Partnerships and Companies Code,the Management Board of the Company, in response to a request by ashareholder of the Company - the Polish State Treasury represented bythe Minister of Energy - hereby presents the new agenda of the OrdinaryGeneral Meeting of KGHM Polska Miedź S.A., which will take place on 21June 2017, beginning at 11:00 a.m. at the head office of the Company inLubin, at the address ul. Marii Skłodowskiej-Curie 48 (in Jan WyżykowskiHall):

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.

5. Review of the annual statements and report:

a) the financial statements of KGHM Polska Miedź S.A. for 2016,

b) the consolidated financial statements of the KGHM Polska Miedź S.A.Group for 2016, and

c) the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016.

6. Review of the proposal of the Management Board on covering the lossfor financial year 2016.

7. Review of the proposal of the Management Board of KGHM Polska MiedźS.A. on dividend payout from prior years' profits, setting the dividenddate and the dividend payment date.

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 financial year 2016, consolidated financialstatements of the KGHM Polska Miedź S.A. Group for financial year 2016and the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016 and the evaluation of theManagement Board of KGHM Polska Miedź S.A.'s proposal on covering theloss for financial period 2016 and dividend payout.

9. Presentation by the Supervisory Board of:

a) an assessment of the standing of KGHM Polska Miedź S.A. for financialyear 2016, including an evaluation of the internal control, riskmanagement and compliance systems and the internal audit function,

b) a report on the activities of the Supervisory Board of KGHM PolskaMiedź S.A. in financial year 2016.

10. Adoption of resolutions on:

a) approval of the Financial Statements of KGHM Polska Miedź S.A. forfinancial year 2016,

b) approval of the Consolidated Financial Statements of the KGHM PolskaMiedź S.A. Group for financial year 2016,

c) approval of the Management Board's report on the activities of KGHMPolska Miedź S.A. and KGHM Polska Miedź S.A. Group in 2016,

d) covering the loss for financial year 2016,

e) dividend payout from prior years' profits, setting the dividend dateand the dividend payment date.

11. Adoption of resolutions on:

a) the performance of duties of members of the Management Board of KGHMPolska Miedź S.A. in financial year 2016,

b) the performance of duties of members of the Supervisory Board of KGHMPolska Miedź S.A. in financial year 2016.

12. Adoption of the resolution regarding the amendment of "The Statutesof KGHM Polska Miedź S.A.".

13. Adoption of resolutions on the following issues:

a) disposal of non-current assets;

b) rules of procedure when concluding agreements for legal services,marketing services, public relations services and social communicationservices, and advisory services associated with management, as well asamendments to such agreements,

c) rules of procedure when concluding agreements by the Company ondonations, discharge of debt or other agreements with similarimplications,

d) principles and procedures for disposal of non-current assets,

e) the obligation to submit a report on representation expenses,expenses incurred on legal services, marketing services, publicrelations services and social communication services, and advisoryservices associated with management,

f) determining the requirements for a candidate for the position ofmember of the Company's Management Board,

g) appointment of a member of the Management Board and the qualificationprocedure for the position of member of the Management Board,

h) concerning the fulfilment of the obligations arising from Article 17section 7, article 18 section 2, article 20 and article 23 of the Act onthe principles of state assets management.

14. Adoption of a resolution on amending the resolution no. 8/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Management Board.

15. Adoption of a resolution on amending the resolution no. 9/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Supervisory Board.

16. Closing of the General Meeting.

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

Resolution No. ......./2017

of the Ordinary General Meeting of KGHM Polska Miedź S.A.

with its registered head office in Lubin dated 21 June 2017

regarding: acceptance of the agenda of the Ordinary General Meeting.

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

I. The following agenda is hereby accepted:

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.

5. Review of the annual statements and report:

a) the financial statements of KGHM Polska Miedź S.A. for 2016,

b) the consolidated financial statements of the KGHM Polska Miedź S.A.Group for 2016, and

c) the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016.

6. Review of the proposal of the Management Board on covering the lossfor financial year 2016.

7. Review of the proposal of the Management Board of KGHM Polska MiedźS.A. on dividend payout from prior years' profits, setting the dividenddate and the dividend payment date.

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 financial year 2016, consolidated financialstatements of the KGHM Polska Miedź S.A. Group for financial year 2016and the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016 and

the evaluation of the Management Board of KGHM Polska Miedź S.A.'sproposal on covering the loss for financial period 2016 and dividendpayout.

9. Presentation by the Supervisory Board of:

a) an assessment of the standing of KGHM Polska Miedź S.A. for financialyear 2016, including an evaluation of the internal control, riskmanagement and compliance systems and the internal audit function,

b) a report on the activities of the Supervisory Board of KGHM PolskaMiedź S.A. in financial year 2016.

10. Adoption of resolutions on:

a) approval of the Financial Statements of KGHM Polska Miedź S.A. forfinancial year 2016,

b) approval of the Consolidated Financial Statements of the KGHM PolskaMiedź S.A. Group for financial year 2016,

c) approval of the Management Board's report on the activities of KGHMPolska Miedź S.A. and KGHM Polska Miedź S.A. Group in 2016,

d) covering the loss for financial year 2016,

e) dividend payout from prior years' profits, setting the dividend dateand the dividend payment date.

11. Adoption of resolutions on:

a) the performance of duties of members of the Management Board of KGHMPolska Miedź S.A. in financial year 2016,

b) the performance of duties of members of the Supervisory Board of KGHMPolska Miedź S.A. in financial year 2016.

12. Adoption of the resolution regarding the amendment of "The Statutesof KGHM Polska Miedź S.A.".

13. Adoption of resolutions on the following issues:

a) disposal of non-current assets;

b) rules of procedure when concluding agreements for legal services,marketing services, public relations services and social communicationservices, and advisory services associated with management, as well asamendments to such agreements,

c) rules of procedure when concluding agreements by the Company ondonations, discharge of debt or other agreements with similarimplications,

d) principles and procedures for disposal of non-current assets,

e) the obligation to submit a report on representation expenses,expenses incurred on legal services, marketing services, publicrelations services and social communication services, and advisoryservices associated with management,

f) determining the requirements for a candidate for the position ofmember of the Company's Management Board,

g) appointment of a member of the Management Board and the qualificationprocedure for the position of member of the Management Board,

h) concerning the fulfilment of the obligations arising from Article 17section 7, article 18 section 2, article 20 and article 23 of the Act onthe principles of state assets management.

14. Adoption of a resolution on amending the resolution no. 8/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Management Board.

15. Adoption of a resolution on amending the resolution no. 9/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Supervisory Board.

16. Closing of the General Meeting.

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

The complete proposed resolutions and the form for voting through aproxy, including the changes proposed by the State Treasury as ashareholder, may be found on the Company's website: www.kghm.com in thesection Investors/Corporate Governance/ General Meeting/AGM 2017

Legal basis: § 38 sec. 1 point 4 of the Decree of the Minister ofFinance dated 19 February 2009 regarding current and periodicinformation published by issuers of securities and conditions forrecognising as equivalent information required by the laws of anon-member state (unified text: Journal of Laws 2014.133 with subsequentamendments)

Translation from the original Polish version. In the event ofdifferences resulting from the translation, reference should be made tothe official Polish version.