KGHM Polska Miedź S.A.

AGM Information • Jun 8, 2021

Resolutions of the Ordinary General Meeting of KGHM Polska Miedź S.A. dated 7 June 2021

Wording of adopted resolutions

Resolution No. 1/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: election of the Chairman of the Ordinary General Meeting

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

§ 1.

Andrzej Leganowicz is hereby elected as Chairman of the Ordinary General Meeting of KGHM Polska Miedź Spółka Akcyjna.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 2/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: removal of point no. 13 from the agenda.

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. resolves to remove from the agenda point no. 13 - Adoption of resolutions on changes to the composition of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2

Points of the agenda which were previously numbered as 14 and 15 shall be numbered as 13 and 14, respectively.

§ 3.

This resolution comes into force upon its adoption.

Resolution No. 3/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

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 2020,
  3. b) the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for 2020, 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 2020 as well as the non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2020.
• 1. Review of the proposal of the Management Board of KGHM Polska Miedź S.A. concerning the appropriation of profit for 2020.
• 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 2020 – 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 2020, the consolidated financial statements of the KGHM Polska Miedź S.A. Group for 2020 and the Management Board's report on the activities of KGHM Polska Miedź

S.A. and the KGHM Polska Miedź S.A. Group in 2020, as well as the non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2020.

• 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 2020.
• 1. Presentation by the Supervisory Board of:
  2. a) an Assessment of the standing of KGHM Polska Miedź S.A. for 2020, 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 2020,
  4. c) a Report on the remuneration of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for the years 2019 - 2020.
• 1. Adoption of resolutions on:
  2. a) approval of the Financial Statements of KGHM Polska Miedź S.A. for 2020,
  3. b) approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for 2020,
  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 2020 as well as the nonfinancial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2020,
  5. d) appropriation of the Company's profit for 2020.
• 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 2020,
  3. b) approval of the performance of duties of members of the Supervisory Board of KGHM Polska Miedź S.A. for 2020.
• 1. Adoption of a resolution on the opinion of the General Meeting of KGHM Polska Miedź S.A. on the report on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for the years 2019 – 2020.
• 1. Closing of the General Meeting.

This resolution comes into force upon its adoption.

Resolution No. 4/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the Financial Statements of KGHM Polska Miedź S.A. for 2020

The Ordinary General Meeting of KGHM Polska Miedź S.A., with due regard being given to 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 the year ended 31 December 2020, and following its review, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2020, consisting of:

• 1) the statement of profit or loss for the period from 1 January to 31 December 2020 showing a profit for the period in the amount of PLN 1 779 million,
• 2) the statement of comprehensive income for the period from 1 January to 31 December 2020 with a total comprehensive income of PLN 837 million,
• 3) the statement of cash flows showing an increase in net cash and cash equivalents for the period from 1 January to 31 December 2020 by PLN 1 545 million, and cash and cash equivalents as at 31 December 2020 of PLN 2 135 million,
• 4) the statement of financial position prepared as at 31 December 2020 showing total assets and total equity and liabilities of PLN 39 342 million,
• 5) the statement of changes in equity showing equity as at 31 December 2020 in the amount of PLN 20 726 million and an increase in equity for the period from 1 January to 31 December 2020 by PLN 837 million,
• 6) explanatory notes to the financial statements.

§ 2

This resolution comes into force upon its adoption.

Number of shares on which valid votes were cast – 120 410 695 representing 60.205% of the share capital.

Total number of valid votes – 120 410 695, including votes "for" – 118 469 814, "against" – 45 712 and "abstaining" – 1 895 169

Resolution No. 5/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for 2020

The Ordinary General Meeting of KGHM Polska Miedź S.A., with due regard being given to the report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the year ended 31 December 2020, and following its review, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the year ended 31 December 2020, consisting of:

• 1) the consolidated statement of profit or loss for the period from 1 January to 31 December 2020 showing a profit for the period in the amount of PLN 1 797 million,
• 2) the consolidated statement of comprehensive income for the period from 1 January to 31 December 2020 with a total comprehensive income of PLN 879 million,
• 3) the consolidated statement of cash flows showing an increase in net cash and cash equivalents for the period from 1 January to 31 December 2020 by PLN 1 447 million, and cash and cash equivalents as at 31 December 2020 of PLN 2 522 million,
• 4) the consolidated statement of financial position prepared as at 31 December 2020 showing total assets and total equity and liabilities of PLN 42 780 million,
• 5) the consolidated statement of changes in equity showing equity as at 31 December 2020 in the amount of PLN 21 081 million and an increase in equity for the period from 1 January to 31 December 2020 by PLN 879 million,
• 6) explanatory notes to the consolidated financial statements.

§ 2

This resolution comes into force upon its adoption.

Resolution No. 6/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: 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 2020 as well as the Non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2020

The Ordinary General Meeting of KGHM Polska Miedź S.A., with due regard being given to the report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2020 as well as the Non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2020, and following its review, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2020 as well as the Non-financial report of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2020.

§ 2 This resolution comes into force upon its adoption.

Resolution No. 7/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: appropriation of the Company's profit for 2020

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

§ 1

Following review of the proposal of the Management Board which was positively reviewed by the Supervisory Board, on the appropriation of profit for 2020, the Ordinary General Meeting hereby resolves that the profit of KGHM Polska Miedź S.A. for 2020 in the amount of PLN 1 779 079 095.44, shall be appropriated as follows:

• 1) as a shareholder dividend PLN 300 000 000.00 representing PLN 1.50 per share,
• 2) to the Company's reserve capital PLN 1 479 079 095.44

§ 2

The Ordinary General Meeting hereby sets the following:

• 1) a dividend date for 2020 at 21 June 2021,
• 2) dividend payment date for 2020 at 29 June 2021.

§ 3

This resolution comes into force upon its adoption.

Resolution No. 8/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Management Board of KGHM Polska Miedź S.A. for 2020

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Adam Bugajczuk – a member of the Management Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 9/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Management Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Marcin Chludziński – a member of the Management Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 10/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Management Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Paweł Gruza – a member of the Management Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 11/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Management Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Katarzyna Kreczmańska - Gigol – a member of the Management Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 12/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Management Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Radosław Stach – a member of the Management Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 13/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the period from 1 January 2020 to 19 June 2020 of Leszek Banaszak – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 14/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Józef Czyczerski – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 15/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the period from 26 November 2020 to 31 December 2020 of Przemysław Darowski – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 16/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Jarosław Janas – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 17/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Andrzej Kisielewicz – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 18/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the period from 19 June 2020 to 31 December 2020 of Katarzyna Lewandowska – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 19/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties for the period from 1 January 2020 to 3 August 2020 of Ireneusz Pasis – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 20/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Bartosz Piechota – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 21/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Marek Pietrzak – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 22/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Bogusław Szarek – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 23/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: approval of the performance of duties of a member of the Supervisory Board of KGHM Polska Miedź S.A. for 2020

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

§ 1.

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby approves the performance of duties in the year ended 31 December 2020 of Agnieszka Winnik-Kalemba – a member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2.

This resolution comes into force upon its adoption.

Resolution No. 24/2021 of the Ordinary General Meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin dated 7 June 2021

regarding: opinion of the General Meeting of KGHM Polska Miedź S.A. on the report on the remuneration of the Members of Management Board and Supervisory Board of KGHM Polska Miedź S.A.

The Ordinary General Meeting of KGHM Polska Miedź S.A., acting on the basis of art. 90g sec. 6 of the Act dated 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organised trading, and on public companies (hereinafter "Act") and art. 395 § 2¹of the Commercial Partnerships and Companies Code, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A., following the review of the report on the remuneration of the Members of Management Board and Supervisory Board of KGHM Polska Miedź S.A., prepared by the Supervisory Board of KGHM Polska Miedź S.A. for the years 2019-2020 (hereinafter "Report") and reviewed by a certified auditor - PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Spółka Komandytowa, gives a favourable opinion on the Report.

§ 2

This resolution comes into force upon its adoption.

Number of shares on which valid votes were cast – 120 410 695 representing 60.205% of the share capital. Total number of valid votes – 120 410 695, including votes "for" – 83 252 593, "against" – 30 172 426 and "abstaining" – 6 985 676

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