KGHM Polska Miedź S.A.

AGM Information • May 10, 2024

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

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

§ 1 ________________________________________ 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.

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 of KGHM Polska Miedź S.A. or his deputy, after which a chairman is elected from among persons authorised to vote.

regarding: acceptance of the agenda of the Ordinary General Meeting of KGHM Polska Miedź S.A

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

§ 1

The following agenda of the Ordinary General Meeting of KGHM Polska Miedź S.A. 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 General Meeting and its capacity to adopt resolutions.
• 4) Acceptance of the agenda of the Ordinary General Meeting.
• 5) Review of annual reports:
  • a) the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023,
  • b) the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023, and
  • c) the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2023.
• 6) Review of the proposal of the Management Board of KGHM Polska Miedź S.A. on covering the loss for 2023 and on dividend payout, and also on setting the dividend date and the dividend payment date.
• 7) 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 2023 – and the opinion of the Supervisory Board of KGHM Polska Miedź S.A.
• 8) 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 2023, the consolidated financial statements of the KGHM Polska Miedź S.A. Group for 2023 and the Management Board's report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2023
• 9) 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 covering of loss for 2023 and dividend payout.
• 10) Presentation by the Supervisory Board of:
  • a) an Assessment of the company's standing for 2023 on a consolidated basis, with an evaluation of the internal control, risk management and compliance systems and of the internal audit function, with information on the actions taken by the Supervisory Board of KGHM Polska Miedź S.A. to perform this assessment,
  • b) a Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2023,
  • c) a Report on the remuneration of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2023.
• 11) Adoption of resolutions on:
  • a) approval of the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023,
  • b) approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023,
  • 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 2023,
  • d) covering the loss for 2023,
  • e) dividend payout from prior years' profit, setting the dividend date and the dividend payment date
  • f) approval of the Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2023,
  • g) issuing an opinion on the report on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2023.
• 12) Adoption of resolutions on approval of the performance of duties of individual Members of the Management Board of KGHM Polska Miedź S.A. for 2023.
• 13) Adoption of resolutions on approval of the performance of duties of individual Members of the Supervisory Board of KGHM Polska Miedź S.A. for 2023.
• 14) Adoption of a resolution on amendments to the "Remuneration Policy for the Members of the Management and Supervisory Boards of KGHM Polska Miedź S.A."
• 15) Changes in the composition of the Supervisory Board of the Company.
• 16) Closing of the General Meeting.

§ 2

This resolution comes into force upon its adoption.

regarding: approval of the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023

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 financial year ended 31 December 2023, and after 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 financial year ended 31 December 2023, consisting of:

• 1) the Separate statement of profit or loss for the period from 1 January to 31 December 2023 showing a loss for the period in the amount of PLN 1 153 million,
• 2) the Separate statement of comprehensive income for the period from 1 January to 31 December 2023 with a total comprehensive loss of PLN 657 million,
• 3) the Separate statement of cash flows showing an increase in net cash and cash equivalents for the period from 1 January to 31 December 2023 by PLN 498 million, and cash and cash equivalents as at 31 December 2023 of PLN 1 481 million,
• 4) the Separate statement of financial position prepared as at 31 December 2023 showing total assets and total equity and liabilities of PLN 48 896 million,
• 5) the Separate statement of changes in equity showing equity as at 31 December 2023 in the amount of PLN 28 818 million and a decrease in equity for the period from 1 January to 31 December 2023 by PLN 857 million,
• 6) explanatory notes to the separate financial statements,

§ 2 This resolution comes into force upon its adoption.

JUSTIFICATION

In accordance with article 52 section 2 of the Accounting Act of 29 September 1994 (unified text: Journal of Laws of 2023, item 120), the Financial Statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023 were adopted by a resolution of the Management Board of the Company No. 184/XI/2024 dated 23 April 2024 and signed by all members of the Management Board and a person responsible for accounting.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 68/XI/24 dated 23 April 2024, positively evaluated the Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2023 and requested their approval by the Ordinary General Meeting of KGHM Polska Miedź S.A.

In accordance with article 395 § 2 point 1 of the Commercial Partnerships and Companies Code, the aforementioned Financial Statements of KGHM Polska Miedź S.A. for the year ended 31 December 2023 are subject to review and approval by the General Meeting of the Company.

regarding: approval of the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023

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 financial year ended 31 December 2023, and after 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 financial year ended 31 December 2023, consisting of:

• 1) the Consolidated statement of profit or loss for the period from 1 January to 31 December 2023 showing a loss for the period in the amount of PLN 3 691 million,
• 2) the Consolidated statement of comprehensive income for the period from 1 January to 31 December 2023 with a total comprehensive loss of PLN 3 318 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 2023 by PLN 506 million, and cash and cash equivalents as at 31 December 2023 of PLN 1 729 million,
• 4) the Consolidated statement of financial position prepared as at 31 December 2023 showing total assets and total equity and liabilities of PLN 51 383 million,
• 5) the Consolidated statement of changes in equity showing equity as at 31 December 2023 in the amount of PLN 28 630 million and a decrease in equity for the period from 1 January to 31 December 2023 by PLN 3 516 million,
• 6) explanatory notes to the consolidated financial statements.

§ 2

This resolution comes into force upon its adoption.

JUSTIFICATION

In accordance with article 63c sec. 3 and article 52 section 2 of the Accounting Act of 29 September 1994 (unified text: Journal of Laws of 2023, item 120), the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023 were adopted by a resolution of the Management Board No. 185/XI/2024 dated 23 April 2024 and signed by all members of the Management Board of the Company and the person responsible for accounting.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 69/XI/24 dated 23 April 2024, positively evaluated the Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023 and requested their review and approval by the Ordinary General Meeting of KGHM Polska Miedź S.A.

In accordance with article 395 § 5 of the Commercial Partnerships and Companies Code, the aforementioned Consolidated Financial Statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023 are subject to review and approval by the General Meeting of the Company.

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 2023

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 2023, 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 2023.

§ 2

This resolution comes into force upon its adoption.

JUSTIFICATION

In accordance with article 49 section 1 of the Accounting Act of 29 September 1994 (unified text: Journal of Laws of 2023, item 120), the Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2023 comprising the statement on non-financial information of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2023 was prepared and adopted by resolution of the Management Board of the Company No. 186/XI/2024 dated 23 April 2024.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 70/XI/24 dated 23 April 2024, positively evaluated the report in terms of its compliance with the accounts and documents, as well as the factual state and requested its review and approval by the Ordinary General Meeting.

In accordance with article 395 § 2 point 1) of the Commercial Partnerships and Companies Code, the aforementioned Management Board's Report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2023 comprising the statement on non-financial information of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2023 is subject to review and approval by the General Meeting of the Company.

regarding: covering the loss for 2023

The Ordinary General Meeting of KGHM Polska Miedź S.A. following the review of the proposal of the Management Board of KGHM Polska Miedź S.A. on covering the loss for 2023 and after the earlier review of the assessment of the Supervisory Board of KGHM Polska Miedź S.A., resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby resolves to cover the loss for 2023 of KGHM Polska Miedź S.A. in the amount of PLN 1 153 112 535.90 from the reserve capital of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

The financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023 presented a loss for the period in the amount of PLN 1 153 million.

Pursuant to the International Financial Reporting Standards, selected assets require a periodical verification of their carrying amount, which in mining companies fluctuates alongside changes in prices of commodities and production assumptions.

The main reason for the negative financial result for the financial year 2023 was the necessity to recognise in the financial statements the results of the conducted tests for impairment of non-current production assets of KGHM Polska Miedź S.A. in the amount of PLN 3 771 million. The financial impact of the aforementioned tests is of a non-cash nature.

The reserve capital, presented in the financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023, created from profit in accordance with the Company's statutes, amounts to PLN 27 466 million and allows covering the loss for the period presented in the financial statements of the Company for financial year 2023 and dividend payout.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 79/XI/24 dated 8 May 2024, positively evaluated the proposal of the Management Board for the General Meeting of the Company, which is presented in the resolution no. 214/XI/2024 dated 8 May 2024 on recommendation of the Management Board of KGHM Polska Miedź S.A. on covering the loss for the year 2023 and the dividend payout.

regarding: dividend payout from prior years' profit, setting the dividend date and the dividend payment date.

The Ordinary General Meeting of KGHM Polska Miedź S.A. following the review of the proposal of the Management Board of KGHM Polska Miedź S.A. on dividend payout from prior years' profit and after the earlier review of the assessment of the Supervisory Board of KGHM Polska Miedź S.A., resolves the following:

§ 1

• 1. The Ordinary General Meeting of KGHM Polska Miedź S.A. hereby resolves that a dividend for 2023 will be paid out to shareholders in the amount of PLN 300 000 000.00, representing PLN 1.50 per share.
• 1. Dividend for 2023 will be paid out from prior years' profit of KGHM Polska Miedź S.A.

§ 2

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

• 1) a dividend date at 28 June 2024,
• 2) a dividend payment date at 16 July 2024.

§ 3

This resolution comes into force upon its adoption.

Justification

The financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023 presented a loss for the period in the amount of PLN 1 153 million, the main reason of which was the necessity to recognise in the financial statements the results of the conducted tests for impairment of non-current production assets of KGHM Polska Miedź S.A. in the amount of PLN 3 771 million. The financial impact of the aforementioned tests is of a non-cash nature.

When making a decision on the dividend in the amount of PLN 1.50, mainly the financial condition of the KGHM Polska Miedź S.A. Group and the amount of prior years' profit accumulated on the reserve capital were taken into account. The reserve capital, presented in the financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023, created from profit in accordance with the Company's statutes, amounts to PLN 27 466 million and allows covering the loss for the period presented in the financial statements of the Company for financial year 2023 and dividend payout.

The operating results for the first quarter of 2024 and the observable increase in prices of commodities from March 2024 improve the perspective of beating the budget targets for 2024.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 80/XI/24 dated 8 May 2024, positively evaluated the proposal of the Management Board for the General Meeting of the Company, which is presented in the resolution no. 214/XI/2024 dated 8 May 2024 on recommendation of the Management Board of KGHM Polska Miedź S.A. on covering the loss for the financial year 2023 and the dividend payout.

The Management Board of KGHM Polska Miedź S.A., in resolution no. 215/XI/2024 dated 8 May 2024 proposed that the General Meeting of the Company set the dividend date and the dividend payment date.

regarding: approval of the Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2023

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

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. approves the Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2023.

§ 2 This resolution comes into force upon its adoption.

Justification

Pursuant to art. 382 § 3 of the Commercial Partnerships and Companies Code, the special duties of the supervisory board include evaluating the reports referred to in art. 395 § 2 point 1 of the Commercial Partnerships and Companies Code.

Report of the Supervisory Board for 2023 includes in its wording matters specified in the aforementioned point, as well as the results of the evaluation of financial statements of the Company and the KGHM Polska Miedź S.A. Group for 2023, report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2023 as well as the proposals of the Management Board of the Company to the Ordinary General Meeting regarding covering the loss for 2023, dividend payout, and setting the dividend date and the dividend payment date.

Pursuant to art. 395 § 5 of the Commercial Partnerships and Companies Code, a general meeting may review and approve the financial statements of the group as understood by the accounting act and other matters specified in art. 395 § 2 of the Commercial Partnerships and Companies Code.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 89/XI/24 dated 8 May 2024, adopted the Report of the Supervisory Board for 2023 and submitted it for approval by the General Meeting.

regarding: 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 2023

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, following the review of the report on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A., prepared by the Supervisory Board of KGHM Polska Miedź S.A. for 2023 (hereinafter: "Report") and reviewed by a certified auditor - PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Spółka Komandytowa, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A., gives a favourable opinion on the Report.

§ 2 This resolution comes into force upon its adoption.

Justification

Pursuant to art. 90g sec. 1 of the Act a supervisory board of a company prepares an annual report on remuneration presenting a comprehensive review of remuneration, including all of the benefits, regardless of their form, received by individual members of the management board and supervisory board, or to which individual members of the management board and supervisory board are entitled for in the last financial year, pursuant to the remuneration policy, which is subject to a review by a certified auditor. The Company, pursuant to art. 90g sec. 6 of the Act, hereby presents to the General Meeting of KGHM Polska Miedź S.A. the report prepared by the Supervisory Board of KGHM Polska Miedź S.A. together with the review by a certified auditor - PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Spółka Komandytowa, to issue its opinion.

The Supervisory Board of KGHM Polska Miedź S.A., in resolution No. 84/XI/24 dated 8 May 2024, adopted the report on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2023 and submitted it to the General Meeting for its opinion.

regarding: approval of the performance of duties of Mirosław Kidoń for 2023

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 2023 of Mirosław Kidoń - a Member of the Management Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with art. 395 § 2 point 3 of the Commercial Partnerships and Companies Code, an Ordinary General Meeting should approve the performance of duties of members of a company's bodies.

Following the vote on submitting a proposal to the Ordinary General Meeting on the approval of the performance of duties for 2023 of Mirosław Kidoń, a Member of the Management Board of KGHM Polska Miedź S.A., pursuant to § 20 sec. 2 point 4) of the Company's Statutes, the Supervisory Board of KGHM Polska Miedź S.A. has not adopted a resolution.

regarding: approval of the performance of duties of Marek Pietrzak for 2023

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 2023 of Marek Pietrzak - a Member of the Management Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with art. 395 § 2 point 3 of the Commercial Partnerships and Companies Code, an Ordinary General Meeting should approve the performance of duties of members of a company's bodies.

Following the vote on submitting a proposal to the Ordinary General Meeting on the approval of the performance of duties for 2023 of Marek Pietrzak, a Member of the Management Board of KGHM Polska Miedź S.A., pursuant to § 20 sec. 2 point 4) of the Company's Statutes, the Supervisory Board of KGHM Polska Miedź S.A. has not adopted a resolution.

regarding: approval of the performance of duties of Marek Świder for 2023

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 2023 of Marek Świder - a Member of the Management Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with art. 395 § 2 point 3 of the Commercial Partnerships and Companies Code, an Ordinary General Meeting should approve the performance of duties of members of a company's bodies.

Following the vote on submitting a proposal to the Ordinary General Meeting on the approval of the performance of duties for 2023 of Marek Świder, a Member of the Management Board of KGHM Polska Miedź S.A., pursuant to § 20 sec. 2 point 4) of the Company's Statutes, the Supervisory Board of KGHM Polska Miedź S.A. has not adopted a resolution.

regarding: approval of the performance of duties of Mateusz Wodejko for 2023

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 2023 of Mateusz Wodejko - a Member of the Management Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with art. 395 § 2 point 3 of the Commercial Partnerships and Companies Code, an Ordinary General Meeting should approve the performance of duties of members of a company's bodies.

Following the vote on submitting a proposal to the Ordinary General Meeting on the approval of the performance of duties for 2023 of Mateusz Wodejko, a Member of the Management Board of KGHM Polska Miedź S.A., pursuant to § 20 sec. 2 point 4) of the Company's Statutes, the Supervisory Board of KGHM Polska Miedź S.A. has not adopted a resolution.

regarding: approval of the performance of duties of Tomasz Zdzikot for 2023

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 2023 of Tomasz Zdzikot - a Member of the Management Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with art. 395 § 2 point 3 of the Commercial Partnerships and Companies Code, an Ordinary General Meeting should approve the performance of duties of members of a company's bodies.

Following the vote on submitting a proposal to the Ordinary General Meeting on the approval of the performance of duties for 2023 of Tomasz Zdzikot, a Member of the Management Board of KGHM Polska Miedź S.A., pursuant to § 20 sec. 2 point 4) of the Company's Statutes, the Supervisory Board of KGHM Polska Miedź S.A. has not adopted a resolution.

regarding: approval of the performance of duties of Józef Czyczerski for 2023

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 2023 of Józef Czyczerski – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Przemysław Darowski for 2023

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 2023 of Przemysław Darowski – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Andrzej Kisielewicz for 2023

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 2023 of Andrzej Kisielewicz – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Katarzyna Krupa for 2023

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 2023 of Katarzyna Krupa – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Bogusław Szarek for 2023

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 2023 of Bogusław Szarek – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Agnieszka Winnik-Kalemba for 2023

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 2023 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.

Justification

regarding: approval of the performance of duties of Marek Wojtków for 2023

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 2023 of Marek Wojtków – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Wojciech Zarzycki for 2023

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 2023 of Wojciech Zarzycki – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Radosław Zimroz for 2023

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 2023 of Radosław Zimroz – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: approval of the performance of duties of Piotr Ziubroniewicz for 2023

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 2023 of Piotr Ziubroniewicz – a Member of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

regarding: amendments to the "Remuneration Policy for the Members of the Management and Supervisory Boards of KGHM Polska Miedź S.A."

The Ordinary General Meeting of KGHM Polska Miedź S.A., acting on the basis of art. 90d sec. 1 and 90e sec. 4 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, resolves the following:

§ 1

The Ordinary General Meeting of KGHM Polska Miedź S.A. implements the following amendments to the "Remuneration Policy for the Members of the Management and Supervisory Boards of KGHM Polska Miedź S.A.", adopted by a Resolution No. 23/2020 of the Ordinary General Meeting of KGHM Polska Miedź S.A. dated 19 June 2020:

1) in Chapter II. "Definitions and abbreviations" point 12 is added with the following wording:

"12. ESG – sustainable development factors: E – environmental, S – social, G – governance."

• 2) in Chapter III. "Objective and scope":
  • a. point 2 is amended, which receives the following wording:

"2. The Remuneration Policy is aimed at advancing achievement of the business strategy of KGHM, including the sustainable development goals (ESG), as well as the Company's long-term interests and stability."

• 3) In chapter V. "Remuneration principles and basic information on the principles of entering into contracts with Members of the Management Board":
  • a. point 3, subpoint 2 k) is amended and receives the following wording:
  • "k) reduced environmental impact, including the advancement of goals set in the Climate Policy;"
  • b. in point 3, subpoint 2 l) is added with the following wording:

"l) advancement of goals and impacts related to the sustainable development (ESG).".

c. point 3, subpoint 4 is amended and receives the following wording:

"4. The description of criteria determining the granting of the variable components of remuneration as respects the financial and non-financial results (Critera). The Criteria are defined in each instance by the Supervisory Board when formulating each of the management goals. In particular, potential criteria for sample goals may be as follows:

Goal	Criteria
an increase in the Company's value	an increase in the Company's market capitalisation/equity ratio
achievement of the tasks and initiatives described in the Company's strategy, including in the ESG area	advancement of selected business goals as set forth in the Company's strategy
optimisation of the Company's operating costs	a decrease in specified costs categories in the period/ a decrease in unit production costs
achievement of the EBITDA level set forth in the Budget for a given financial year	achievement of the EBITDA level
maintaining the ratios referred to in borrowing agreements (Net debt/EBITDA ratio)	maintaining the ratios as at the balance sheet date
an increase in profit for the period or EBITDA	an increase by a specified % compared to the prior year.
improvement in occupational health and safety	maintenance of/decrease in the accidents ratio (LTIFR) year on year / achievement of a specified initiative as regards raising the level of occupational health and safety
reduced environmental impact	reducing the emissions of certain substances to the environment/reducing emission charges

d. point 5, subpoint 5.1) is amended and receives the following wording:

"1) The management goals and the criteria for achieving these goals, as regards the financial and non-financial results being the basis for setting Variable Remuneration, are defined by the Supervisory Board in such a way as to support the advancement of the strategy of the KGHM Group. In particular, they should be related to the strategic goals within individual strategic pillars/areas, including key performance indicators associated with them."

e. point 5, subpoint 5.2 c) is amended and receives the following wording:

"c) lead to the proper assessment of risks by the Members of the Management Board, including the assessment of risks, opportunities and impacts of the Company associated with ESG,"

f. point 8, subpoint 10) is amended and receives the following wording:

"10) The Supervisory Board may enter into a non-competition contract with a Member of the Management Board which would come into force upon termination of service, with the proviso that the non-competition clause is in effect only if the Member of the Management Board serves in the function on the Management Board for a period of at least 6 (six) months".

§ 2

The Ordinary General Meeting of KGHM Polska Miedź S.A. resolves to adopt a uniform text of the "Remuneration Policy of the Members of the Management and Supervisory Boards of KGHM Polska Miedź S.A.", which includes amendments set forth in § 1, which is an appendix to this Resolution.

§ 3

This Resolution comes into force upon its adoption.

Justification

Pursuant to art. 90e sec. 4 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, once in four years the Management Board of the Company is required to update and amend the Remuneration Policy of the Members of the Management and Supervisory Boards of KGHM Polska Miedź S.A. (hereafter "the Policy") and submit the proposed amendments to the General Meeting.

The proposed amendments to the Policy include, in particular, new regulations on nonfinancial reporting requirements (CSRD/ESRS) in the area of disclosure of information on sustainable development (ESG) as part of incentive systems and shaping the variable remuneration. The proposed amendments also include changes resulting from expectations of capital market participants, including, among others, investment funds and rating agencies. It was determined that stakeholders expect that the remuneration policy and remuneration principles will be associated with ambitious, transparent and key business goals, in particular connected with the advancement of sustainable development goals (ESG).

REMUNERATION POLICY FOR THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDS OF KGHM POLSKA MIEDŹ S.A.

Lubin, May 2024

TABLE OF CONTENTS

CHAPTER I. INTRODUCTION3
CHAPTER II. DEFINITIONS AND ABBREVIATIONS3
CHAPTER III. OBJECTIVE AND SCOPE4
CHAPTER IV. REMUNERATION PRINCIPLES AND BASIC INFORMATION ON THE PRINCIPLES OF APPOINTING THE MEMBERS OF THE SUPERVISORY BOARD4
CHAPTER V. REMUNERATION PRINCIPLES AND BASIC INFORMATION ON THE PRINCIPLES OF ENTERING INTO CONTRACTS WITH MEMBERS OF THE MANAGEMENT BOARD. 5
CHAPTER VI. DESCRIPTION OF THE DECISION-MAKING PROCESS CARRIED OUT FOR THE PURPOSE OF ESTABLISHING AND IMPLEMENTING THE REMUNERATION POLICY. 14
CHAPTER VII. DESCRIPTION OF THE DECISION-MAKING PROCESS CARRIED OUT FOR THE PURPOSE OF REVIEWING, REVISING AND AMENDING THE REMUNERATION POLICY. 15
CHAPTER VIII. IMPACT OF THE WORKING CONDITIONS AND REMUNERATION OF COMPANY EMPLOYEES OTHER THAN THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD ON THE REMUNERATION POLICY16
CHAPTER IX. DESCRIPTION OF THE MEANS EMPLOYED TO AVOID CONFLICTS OF INTEREST RELATED TO THE REMUNERATION POLICY OR THE MANAGEMENT OF SUCH CONFLICTS
OF INTEREST16
CHAPTER X. AMENDMENTS TO THE REMUNERATION POLICY17
CHAPTER XI. INDICATIONS FOR AND THE MANNER OF TEMPORARILY REFRAINING FROM THE APPLICATION OF THE POLICY BY THE SUPERVISORY BOARD, AND ELEMENTS IN RESPECT OF WHICH SUCH REFRAINMENT MAY BE APPLIED17
CHAPTER XII. AUTHORITY TO ELABORATE THE REMUNERATION POLICY17

CHAPTER I. INTRODUCTION.

• 1. Based on art. 90d of the Act of 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organised trading, and on public companies, unified text dated 22 February 2019 (unified text: Journal of Laws from 2022, item 2554) the following Remuneration Policy is hereby introduced for application in KGHM Polska Miedź S.A.
• 1. The manner of remunerating the Members of the Supervisory Board and of the Management Board of KGHM Polska Miedź S.A. set forth in the Remuneration Policy reflects the provisions of the Act of 9 June 2016 on the principles of setting the remuneration of individuals managing certain companies, unified text dated 11 September 2019 (unified text: Journal of Laws from 2020, item 1907).
• 1. The Remuneration Policy reflects the existing practices of KGHM Polska Miedź S.A. as regards the application of principles for remuneration of the Members of the Management Board and the Members of the Supervisory Board.
• 1. The Members of the Management Board of KGHM Polska Miedź S.A. are responsible for the information contained within this Remuneration Policy.

CHAPTER II. DEFINITIONS AND ABBREVIATIONS.

The following abbreviations applied in this Remuneration Policy, indicated by capital letters, are defined as follows:

• 1. Remuneration Policy/Policy – this document together with its amendments and updates;
• 1. KGHM or Company – KGHM Polska Miedź S.A. with its registered head office in Lubin;
• 1. Act on public offerings – act of 29 July 2005 on public offerings and conditions governing the introduction of financial instruments to organised trading, and on public companies, unified text dated 22 February 2019 (unified text: Journal of Laws from 2022, item 2554);
• 1. Act on the principles of setting remuneration – act of 9 June 2016 on the principles of setting the remuneration of individuals managing certain companies unified text dated 11 September 2019 (unified text: Journal of Laws from 2020, item 1907);
• 1. Member of the Management Board – member of the management board of KGHM Polska Miedź S.A. with its registered head office in Lubin;
• 1. Management Board – management board of KGHM Polska Miedź S.A. with its registered head office in Lubin;
• 1. Member of the Supervisory Board – member of the supervisory board of KGHM Polska Miedź S.A. with its registered head office in Lubin;
• 1. Supervisory Board – supervisory board of KGHM Polska Miedź S.A. with its registered head office in Lubin;
• 1. Remuneration Committee – committee established by the Supervisory Board under the Bylaws of the Supervisory Board;
• 1. Statutes – the statutes of KGHM Polska Miedź S.A. with its registered head office in Lubin;
• 1. General Meeting – the ordinary or extraordinary general meeting of KGHM Polska Miedź S.A. with its registered head office in Lubin;
• 12. ESG – sustainable development factors: E – environmental, S – social, G – governance.

CHAPTER III. OBJECTIVE AND SCOPE.

• 1. The subject of the Policy is the setting of the principles of remuneration of the Members of the Management Board of KGHM and of the Members of the Supervisory Board of KGHM.
• 1. The Remuneration Policy is aimed at advancing achievement of the business strategy of KGHM, including the sustainable development goals (ESG), as well as of the Company's long-term interests and stability.
• 1. The Company shall remunerate the Members of the Management Board and the Members of the Supervisory Board solely in compliance with this Remuneration Policy.

CHAPTER IV. REMUNERATION PRINCIPLES AND BASIC INFORMATION ON THE PRINCIPLES OF APPOINTING THE MEMBERS OF THE SUPERVISORY BOARD.

• 1. In accordance with § 29 sec. 1 point 14) of the Statutes, the principles of remuneration of the Supervisory Board are set by the General Meeting.
• 1. The monthly remuneration of members of the Supervisory Board is hereby set as a multiple of the assessment basis as set forth in art. 1 sec. 3 point 11 of Act on the principles of setting remuneration, as well as the following multiples:
  2. 1) for the Chairperson of the Supervisory Board 2.2;
  3. 2) for other Members of the Supervisory Board 2.0.
• 1. The Members of the Supervisory Board shall receive the remuneration described in sec. 2 above, regardless of the number of meetings convened in a given calendar month. In case of the appointment of a Member of the Supervisory Board or of the expiry of the Member's mandate within a calendar month, the Member shall receive,

as a result of serving in the function on the Supervisory Board, with due regard to sec. 4, remuneration proportionally to the number of days in which the function was served in the given calendar month.

• 1. Remuneration shall not be paid for any month in which the Member of the Supervisory Board was not present for any of the properly-convened meetings, and in respect of which such absence was not excused. The Supervisory Board shall make a decision as to whether an absence was or was not excused at a meeting via a resolution.
• 1. Apart from the remuneration referred to in sec 2 above, the Supervisory Board does not receive additional elements of remuneration, including bonuses or any other monetary benefits.
• 1. The Members of the Supervisory Board do not enter into labour contracts, contracts of mandate, specific-task contracts nor any other contracts of a similar nature with the Company. The Members of the Supervisory Board are not covered by additional pension-disability programs nor by early retirement programs.
• 1. The Members of the Supervisory Board do not receive remuneration in the form of financial instruments.
• 1. In accordance with art. 392 § 3 of the Commercial Partnerships and Companies Code, the Members of the Supervisory Board are refunded the costs related to their work on the Supervisory Board.
• 1. In accordance with art. 385 § 1 in connection with art. 386 § 1 of the Commercial Partnerships and Companies Code, based on § 16 sec. 1 and sec. 2 of the Statutes of the Company, the Supervisory Board is appointed by the General Meeting for a mutual term in the office, which lasts three years.
• 1. The early expiry of the legal relationship between a Member of the Supervisory Board and KGHM may occur at any time in the case of the Member's dismissal by the General Meeting, their resignation or death.

CHAPTER V. REMUNERATION PRINCIPLES AND BASIC INFORMATION ON THE PRINCIPLES OF ENTERING INTO CONTRACTS WITH MEMBERS OF THE MANAGEMENT BOARD.

1. General information

2. 1) The detailed principles which shape the remuneration of the Members of the Management Board are defined by the Supervisory Board in compliance with the Remuneration Policy.

3. 2) The Supervisory Board defines the detailed principles of remuneration of the Members of the Management Board by creating templates for the contracts entered into by the Company with the Members of the Management Board.
4. 3) The total remuneration of a Member of the Management Board is composed of a fixed part, comprised of monthly basic remuneration (Fixed Remuneration) and a variable part, comprised of supplementary remuneration for the Company's financial year (Variable Remuneration).
5. 4) Variable Remuneration may not exceed 100% of the Fixed Remuneration due for the prior financial year.

2. Fixed components of the remuneration of Members of the Management Board

• 1) The Fixed Monthly Remuneration for individual members of the Company's Management Board is within a range of seven- to fifteen times the assessment basis, as described in art. 1 sec. 3 point 11 of the Act on the principles of setting remuneration.
• 2) The Supervisory Board sets the amount of the Fixed Remuneration within the range set forth in point 1) above.

3. Variable components of the remuneration of Members of the Management Board

• 1) Variable Remuneration depends on the level of achievement of the management goals set for each of the Company's financial years.
• 2) In particular, the following may serve as management goals:
  • a) an increase in the Company's value;
  • b) achievement of the tasks and initiatives described in the Company's Strategy;
  • c) optimisation of the Company's operating costs;
  • d) achievement of the EBITDA level set forth in the Budget for a given financial year;
  • e) maintaining the ratios referred to in borrowing agreements (Net debt/EBITDA ratio),
• f) improvement of economic-financial ratios other than those indicated in letters d-e;
• g) an increase in profit for the period or EBITDA, or a positive change in the indicator growth rate of one of these results;
• h) achievement of or change in the volume of production or sales;
• i) achievement of or change in specified ratios, in particular profitability, financial liquidity, management efficiency or solvency;
• j) improvement in occupational health and safety;
• k) reduced environmental impact, including the advancement of goals set in the Climate Policy;
• l) advancement of goals and impacts related to the sustainable development (ESG).
• 3) The management goals prerequisite to gaining the right to receive Variable Remuneration are as follows:
  • a) the shaping and application of the principles of remuneration of members of the management and supervisory bodies of subsidiaries in a manner which is consistent with the principles set forth in the Act on the principles of setting remuneration;
  • b) execution of the obligations referred to in art. 17-20, art. 22 and art. 23 with due regard to art. 18a and art. 23a of the Act of 16 December 2016 on the principles of state assets management.
• 4) The management goals, the weight of these goals and objective and measurable criteria (ratios) of their achievement and settlement (KPI) for individual Members of the Management Board, are defined by the Supervisory Board.
• 5) Variable Remuneration for the prior financial year is paid to a given Member of the Management Board, following the approval by the General Meeting of the Management Board's Report on the activities of the Company and the financial statements for the prior financial year, and the granting of approval by the General Meeting for the given Management Board Member's performance of duties in the prior financial year, following submission to the Supervisory Board of a report on the achievement of the management goals

in the prior financial year and contingent upon the Supervisory Board's confirmation of their achievement. The Supervisory Board, in determining the degree of achievement of the management goals, sets the amount of Variable Remuneration to be paid to a given Member of the Management Board.

• 6) The Company has the right to claims for a return of the Variable Remuneration paid if, subsequent to its payment, it is determined that it was paid to the Member of the Management Board based on data which turned out to be false.
• 1. Criteria determining the granting of the variable components of remuneration as respects the financial and non-financial results (Criteria)

The Criteria are defined in each instance by the Supervisory Board when formulating each of the management goals. In particular, potential criteria for sample goals may be as follows:

Goal	Criteria
an increase in the Company's	an increase in the Company's market
value	capitalisation/equity ratio
achievement of the tasks and	advancement of selected business goals as set
initiatives described in the	forth in the Company's strategy
Company's strategy, including
in the ESG area
optimisation of the Company's	a decrease in specified costs categories in the
operating costs	period/ a decrease in unit production costs
achievement of the EBITDA	achievement of the EBITDA level
level set forth in the Budget for
a given financial year
maintaining the ratios referred	maintaining the ratios as at the balance sheet date
to in borrowing agreements
(Net debt/EBITDA ratio)
an increase in profit for the	an increase by a specified % compared to the prior

period or EBITDA	year.
improvement in occupational	maintenance of/decrease in the accidents ratio
health and safety	(LTIFR) year on year / achievement of a specified
	initiative as regards raising the level of
	occupational health and safety
reduced environmental impact	reducing the emissions of certain substances to
	the environment/reducing emission charges

• 1. Ways in which the criteria as regards financial and non-financial results in terms of granting the variable components of remuneration adopted in the remuneration policy lead to achievement of the business strategy, long-term interests and stability of the Company.
  2. 1) The management goals and the criteria for achieving these goals, as regards the financial and non-financial results being the basis for setting Variable Remuneration, are defined by the Supervisory Board in such a way as to support the advancement of the strategy of the KGHM Group. In particular, they should be related to the strategic goals within individual strategic pillars/areas, including key performance indicators associated with them.
  3. 2) Moreover, the adopted criteria:
     • a) have a positive impact on the commitment of the Members of the Management Board in fulfilling their functions in the Company,
     • b) motivate the Members of the Management Board to achieve the Company's business strategy and interests,
     • c) lead to the proper assessment of risks by the Members of the Management Board, including the assessment of risks, opportunities and impacts of the Company associated with ESG.
• 1. Methods applied in determining to what extent the criteria as regards financial and non-financial results in terms of granting the variable components of remuneration were fulfilled.
  2. 1) The Remuneration Committee conducts a preliminary assessment of the fulfilment of the criteria as regards financial and non-financial results in terms of granting the variable components of remuneration to individual Members of the Management Board in the evaluated financial year and submits its recommendations in this regard.
  3. 2) The Supervisory Board confirms fulfilment of the criteria as regards financial and non-financial results in terms of granting the right to Variable Remuneration to individual Members of the Management Board in the evaluated financial year, and sets the amount of Variable Remuneration to be granted to the Member of the Management Board.
  4. 3) The Remuneration Committee and Supervisory Board perform their evaluations based on the financial statements verified by the auditing firm and other documents (external and internal), depending on the indicated goals.
  5. 4) The Remuneration Committee and Supervisory Board may obtain necessary explanations and analyses from the Company and may utilise the support of Company employees in order to assess the fulfilment of individual criteria.
  6. 5) The Remuneration Committee or Supervisory Board may outsource the verification of fulfilment of individual criteria to external experts, if they consider this to be necessary.
• 1. Additional components of remuneration and other monetary and nonmonetary benefits to which the Members of the Management Board are entitled; costs incurred by the Company related to serving in the function.
  2. 1) The Supervisory Board, in the contract with the Member of the Management Board, defines the scope and the principles for making available technical devices and assets belonging to the Company which are required to perform the function, and may also establish limits or the means for determining the costs to be incurred by the Company in making available such devices and

assets, as well as their utilisation, by a Member of the Management Board for business purposes.

• 2) The Members of the Management Board may not receive monetary benefits other than Fixed Remuneration and Variable Remuneration.
• 3) The Company incurs or refinances costs associated with the fulfilment by a Member of the Management Board of their function and with the performance of the management services contract to the extent required to properly perform this function and fulfil the contract.
• 4) The Company incurs or refinances costs of individual training for a Member of the Management Board associated with the performance of the management services contract between the Member of the Management Board and the Company and the resulting obligations of the Member of the Management Board after prior consent in each instance of the Chairperson of the Supervisory Board.
• 5) The Company, during the life of the management services contract between the Member of the Management Board and the Company, incurs the costs of civil insurance for those persons serving in management functions in the Company.
• 6) A Member of the Management Board may also utilise other benefits, in particular such as those provided by the Company for Company management staff in relevant Company internal regulations or in resolutions of the Company's bodies – with the proviso that the Supervisory Board sets the principles for the granting or utilisation of such benefits by a Member of the Management Board by way of resolutions.
• 7) The Members of the Management Board may participate in the Employee Pension Program (EPP) under the terms of the Collective Agreement entered into in Lubin on 27 June 2005 between KGHM Polska Miedź S.A. and Employee Representation involving the Employee Pension Program. The EPP is conducted in the form of employee contributions to an investment fund. The amount of the basic contribution financed by KGHM is 7% of remuneration. If a Member of the Management Board joins the EPP, the amount of Fixed Remuneration of such a Member of the Management Board

is set together with the amount of the basic contribution to the EPP. The Member of the Management Board may also request that the Company deduct and transfer the amount of the additional contribution from his/her Fixed Remuneration.

8. Information on contracts entered into with Members of the Management Board

• 1) The following contracts are entered into with a Member of the Management Board:
  • a) a management services contract for the time in which the function is served (Contract) providing for services to be performed in person, regardless of whether or not a Member of the Management Board performs the contract within the scope of their own business activities,
  • b) a non-competition contract during the life of the contract and following termination of the Contract, with the proviso that the wording of the Contract may contain the wording of the non-competition contract without the need to enter into a separate non-competition contract.
• 2) A Contract is entered into for the time during which the Member of the Management Board serves in the function on the Management Board. In the case of the expiry of a mandate, in particular in the case of death, dismissal, resignation or completion of a mandate, a Contract is terminated on the final day on which the function on the Management Board is served, with no notice period and without the need to take additional actions.
• 3) Both the Member of the Management Board and the Company have the right to immediately terminate the contract in the case of any substantial breach of the Contract by the other party. An open catalogue of substantial breaches shall be set by the Supervisory Board via a resolution setting forth the template for the management services contracts entered into by the Company with the Member of the Management Board.
• 4) Each of the Parties has the right to terminate the Contract for reasons other than those described in point 3) above, with a three-month notice period, with the proviso that if, during the notice period, there occur any events which result in termination of the Contract due to termination of service, then the Contract shall be terminated upon the termination of service in the Management Board.
• 5) The Contract reflects the obligation for the Member of the Management Board to announce any intent to serve in a function in the body of another commercial company or to acquire shares thereof, and also may provide for prohibiting serving in a function in the body of any other commercial company or may introduce other restrictions involving the additional activities of a Member of the Management Board.
• 6) A Member of the Management Board may not receive remuneration for fulfilling a function in a body of the Company's subsidiaries in the Group as defined under art. 4 point 14 of the Act dated 16 February 2007 on competition and consumer protection.
• 7) The Supervisory Board shall specify in the Contract with a Member of the Management Board the bans and restrictions referred to in points 5) and 6) above, reporting obligations from adherence thereto and sanctions for improper performance.
• 8) In case of the termination with or without notice by the Company of the Contract due to causes other than those specified in point 3) above, the Member of the Management Board may be granted compensation, in an amount not higher than 3 (three)-times the Fixed Remuneration, contingent upon the member having served in the function on the Management Board for a period of at least 12 (twelve) months prior to the termination of the Contract.
• 9) A Member of the Management Board shall not be entitled to the compensation referred to in point 8) above in the following cases:
  • a) the Contract is terminated with or without notice or changed due to a change in the function served by the Member of the Management Board on the Management Board,
  • b) the Contract is terminated with or without notice or changed due to the appointment of the Member of the Management Board for another term on the Management Board,
  • c) appointment to the function of member of the management board in a company within the KGHM Group,
  • d) resignation from serving in the function on the Management Board.
• 10) The Supervisory Board may enter into a non-competition contract with a Member of the Management Board which would come into force upon termination of service, with the proviso that the non-competition clause is in effect only if the Member of the Management Board serves in the function on the Management Board for a period of at least 6 (six) months.
• 11) The signing of a non-competition contract following the termination with or without notice of a Contract is forbidden.
• 12) The non-competition period may not exceed 6 (six) months upon termination of service of a Member of the Management Board.
• 13) The amount of monthly compensation for adhering to the non-competition clause may not exceed the Fixed Remuneration.
• 14) If a Member of the Management Board fails to execute or improperly executes the non-competition contract, he/she will be obliged to pay a contractual penalty to the Company which is not lower than the amount of

compensation due for the entire period in which the non-competition clause is in force.

15) The Supervisory Board shall specify in the non-competition contract at least the competitive activities towards the Company, the amount of compensation for adhering to the non-competition clause, the deadlines for paying out such compensation, the informational obligations of the Member of the Management Board and situations in which the non-competition clause ceases to apply, and may also set forth the Company's rights to withdraw from the non-competition contract or the rights of the parties to terminate the non-competition contract.

CHAPTER VI. DESCRIPTION OF THE DECISION-MAKING PROCESS CARRIED OUT FOR THE PURPOSE OF ESTABLISHING AND IMPLEMENTING THE REMUNERATION POLICY.

• 1. The Members of the Management Board are responsible for preparation of the Remuneration Policy. The Management Board, at least once every four years, is required to submit an updated Policy proposal to the General Meeting.
• 1. The President of the Management Board of KGHM, under official order no. PZ/32/2019 dated 18 December 2019, appointed a team for the purpose of carrying out work and activities aimed at establishment of such a Policy by the General Meeting.
• 1. The team referred to in sec. 2 above was appointed with persons from the following corporate divisions:
  2. 1) corporate and legal affairs,
  3. 2) human resources management,
  4. 3) corporate supervision, and
  5. 4) audit and control.
• 1. The team developed a draft Policy and presented it to the Company's Management Board.
• 1. The Management Board, following the review of the results of the team's work referred to in sec. 2 above, adopted on 20 May 2020 resolution no. 152/X/2020 on adoption of a proposed Remuneration Policy and requested the Supervisory Board to present its evaluation on a proposed resolution of the General Meeting on the establishment of the Remuneration Policy.

• The Supervisory Board, after receiving the recommendation of the Remuneration Committee, by resolution no. 46/X/20 dated 20 May 2020 positively evaluated the presented proposed resolution of the General Meeting on acceptance of the Remuneration Policy.

CHAPTER VII. DESCRIPTION OF THE DECISION-MAKING PROCESS CARRIED OUT FOR THE PURPOSE OF REVIEWING, REVISING AND AMENDING THE REMUNERATION POLICY.

• 1. The Management Board is responsible for ensuring that the Remuneration Policy remains up-to-date, and is obliged to present to the General Meeting, not less than every four years, a proposed update of the Policy should there occur any events of a factual or legal nature justifying such a change.
• 1. The President of the Management Board of KGHM, every year, within a timeframe enabling the preparation of any potential proposed amendment of the Policy and its presentation to the Ordinary General Meeting, shall appoint a team to revise the Policy and to develop any potential proposed amendments to the Policy should there occur any events of a factual or legal nature justifying such a change in the Policy.
• 1. The team referred to in sec. 2 above shall be appointed with persons from the following corporate divisions:
  2. 1) corporate and legal affairs,
  3. 2) human resources management,
  4. 3) corporate supervision, and
  5. 4) audit and control.
• 1. The team shall revise the Policy within the timeframe specified in the official order, should the occurrence of any events of a factual or legal nature justifying such an amendment in the Policy be confirmed, a proposed amended Policy shall be prepared and presented to the Company's Management Board. If the occurrence of any events of a factual or legal nature justifying such an amendment in the Policy is determined not to have transpired, the team referred to in sec. 2 above shall present to the Management Board a report on its work and its final conclusions. The Management Board shall present the report referred to in the previous sentence to the Supervisory Board.
• 1. The Management Board, after presenting the proposed amendments to the Policy, shall add a point to the agenda of the General Meeting regarding an amendment to the Remuneration Policy, preceded by the presentation of a proposed resolution of the General Meeting to the Supervisory Board to obtain its evaluation.
• 1. Any amendment of the Policy requires a resolution of the General Meeting.
• CHAPTER VIII. IMPACT OF THE WORKING CONDITIONS AND REMUNERATION OF COMPANY EMPLOYEES OTHER THAN THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD ON THE REMUNERATION POLICY
  • 1. The Company reflects in the Remuneration Policy the working conditions and remuneration of the Company's employees in such a way as to correlate the amount of remuneration of the Members of the Management Board and Supervisory Board with their responsibilities resulting from the heightened risk arising from serving in their functions in the Company's bodies, as well as the impact of a Member of the Management Board's or Member of the Supervisory Board's actions or their failure to act on the Company.
  • 1. A Member of the Management Board may utilise in particular such benefits as are provided by the Company for its management staff in relevant Company internal regulations or in resolutions adopted by the Company's bodies with due regard to the terms specified in Chapter V sec. 7 point 6) above.
  • 1. The Members of the Management Board are entitled to participate in the Employee Pension Program under the terms specified in the Collective Agreement, as referred to in Chapter V sec. 7 point 7) above.

CHAPTER IX. DESCRIPTION OF THE MEANS EMPLOYED TO AVOID CONFLICTS OF INTEREST RELATED TO THE REMUNERATION POLICY OR THE MANAGEMENT OF SUCH CONFLICTS OF INTEREST

• 1. The Remuneration Policy implements all of the requirements and restrictions set forth in the Act on the principles of setting remuneration.
• 1. The Members of the Supervisory Board are obliged to disclose to the Supervisory Board any relationships with Members of the Management Board which could result in a conflict of interests when applying the Remuneration Policy, in particular in the setting of management goals, the criteria for their fulfilment and assessment

of the fulfilment of the criteria representing the basis for granting Variable Remuneration.

• 1. A Member of the Supervisory Board who, as a result of self-evaluation, has discovered the existence of a conflict of interests or a potential conflict of interests, is required to refrain from such actions or to announce such a question for deliberation by the Supervisory Board.
• 1. In the situation specified in sec. 3 above the Supervisory Board, by way of a resolution, shall resolve the question of participation of the Member of the Supervisory Board in specified actions related with the Remuneration Policy.

CHAPTER X. AMENDMENTS TO THE REMUNERATION POLICY.

• 1. The Remuneration Policy is the first regulation adopted by the Company based on art. 90d of the Act on public offerings.
• 1. Amendments to the Policy may be carried out with respect to the amount of Fixed Remuneration of a Member of the Management Board, if there arise exceptional circumstances involving the company or the market in which it operates, in particular if the company:
  2. 1) engages in a program of consolidation of companies of the Group which results in substantial changes to the structure of its assets or revenues,
  3. 2) engages in an investment program which substantially exceeds the value of its non-current assets,
  4. 3) engages in a program of restructurisation, with at least a 3-year time horizon, which results in a substantial change to the structure of the Company's assets or revenues.

CHAPTER XI. INDICATIONS FOR AND THE MANNER OF TEMPORARILY REFRAINING FROM THE APPLICATION OF THE POLICY BY THE SUPERVISORY BOARD, AND ELEMENTS IN RESPECT OF WHICH SUCH REFRAINMENT MAY BE APPLIED.

The Company does not foresee the possibility of temporarily refraining from the application of the Remuneration Policy.

CHAPTER XII. AUTHORITY TO ELABORATE THE REMUNERATION POLICY.

The Supervisory Board is hereby authorised to elaborate those elements of the Remuneration Policy specified in art. 90d sec. 3 point 1, sec. 4 point 1 and 4 and in sec. 5 of the Act on public offerings, within the limits imposed by the Remuneration Policy.

regarding: dismissal of a Member of the Supervisory Board of KGHM Polska Miedź S.A. 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 Ordinary General Meeting of KGHM Polska Miedź S.A. resolves the following:

§ 1 The Ordinary General Meeting of KGHM Polska Miedź S.A. dismisses ___________________________________ from the composition of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with §16 sec. 1) of the Statutes of the Company, the Supervisory Board shall be composed of 7 to 10 members. The term of office of the Supervisory Board shall last three years. In the case of elections to the Supervisory Board by group voting, the number of members of the Supervisory Board within the aforesaid limit shall be set by the General Meeting.

In accordance with §16 sec. 2) of the Statutes of the Company, the General Meeting shall appoint and dismiss members of the Supervisory Board for a mutual term of office.

regarding: appointment of a Member of the Supervisory Board of KGHM Polska Miedź S.A. 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 Spółka Akcyjna with its registered head office in Lubin, the Ordinary General Meeting of KGHM Polska Miedź S.A. resolves the following:

§ 1 The Ordinary General Meeting of KGHM Polska Miedź S.A. appoints _______________________________________ to the composition of the Supervisory Board of KGHM Polska Miedź S.A.

§ 2 This resolution comes into force upon its adoption.

Justification

In accordance with §16 sec. 1 of the Statutes of the Company, the Supervisory Board shall be composed of 7 to 10 members. The term of office of the Supervisory Board shall last three years. In the case of elections to the Supervisory Board by group voting, the number of members of the Supervisory Board within the aforesaid limit shall be set by the General Meeting.

In accordance with §16 sec. 2 of the Statutes of the Company, the General Meeting shall appoint and dismiss members of the Supervisory Board for a mutual term of office.

Supplementary information

• 1. Acting in accordance with the obligations of the Supervisory Board of KGHM Polska Miedź S.A. arising from art. 382 § 3 of the Commercial Partnerships and Companies Code and § 20 sec. 2 points 1) and 2) of the Company Statutes, the Supervisory Board of KGHM Polska Miedź S.A. has positively evaluated:
• 1) the financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023,
• 2) the consolidated financial statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023,
• 3) the Management Board of KGHM Polska Miedź S.A.'s report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2023,
• 4) the Management Board of KGHM Polska Miedź S.A.'s proposal on covering the loss for 2023 and dividend payout,
• 1. The Supervisory Board of KGHM Polska Miedź S.A., acting in accordance with its obligations arising from:
• 1) § 20 sec. 2 point 3) of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin, the Supervisory Board of KGHM Polska Miedź S.A. has adopted the reports on the evaluation of the statements and the report described in §20 sec. 2 point 1) of the Statutes of KGHM Polska Miedź S.A. and the proposal of the Management Board on covering the loss for 2023 and the dividend payout,
• 2) § 20 sec. 2 point 4) of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its registered head office in Lubin, following the vote on submitting a proposal to the Ordinary General Meeting on the approval of the performance of duties for 2023 of the following members of the Management Board: Mirosław Kidoń, Marek Pietrzak, Marek Świder, Mateusz Wodejko and Tomasz Zdzikot, the Supervisory Board of KGHM Polska Miedź S.A. has not adopted resolutions,
• 3) § 20 sec. 2 point 17) of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its head office in Lubin, the Supervisory Board of KGHM Polska Miedź S.A. has adopted the Management Board of KGHM Polska Miedź S.A.'s report on representation expenses, expenses incurred on legal services, marketing services, public relations services and social communication services, and advisory services associated with management for 2023,
• 4) § 34 sec. 2 of the Statutes of KGHM Polska Miedź Spółka Akcyjna with its head office in Lubin and the Best Practice for GPW Listed Companies 2021, the Supervisory Board of KGHM Polska Miedź S.A. adopted the assessment of the

company's standing with an evaluation of the adequacy and effectiveness of the internal control, risk management and compliance systems applied in the company in terms of standards or applicable practices, and the internal audit function.

• 1. The following Supervisory Board reports will be available at the Company's website, www.kghm.com, in the section Investors/Corporate Governance/General Meeting:
• 1) Report of the Supervisory Board of KGHM Polska Miedź S.A. for 2023,
• 2) Assessment of the company's standing for 2023 on a consolidated basis, with an evaluation of the internal control, risk management and compliance systems and of the internal audit function, with information on the actions taken by the Supervisory Board of KGHM Polska Miedź S.A. to perform this assessment,
• 3) Report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of the evaluation of the financial statements of KGHM Polska Miedź S.A. for the financial year ended 31 December 2023, consolidated financial statements of the KGHM Polska Miedź S.A. Group for the financial year ended 31 December 2023, and the Management Board of KGHM Polska Miedź S.A.'s report on the activities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2023,
• 4) Report of the Supervisory Board of KGHM Polska Miedź S.A. on the results of its evaluation of the proposals of the Management Board of KGHM Polska Miedź S.A. regarding the covering of loss for 2023 and dividend payout,
• 5) Report of the Supervisory Board of KGHM Polska Miedź S.A. on the remuneration of Members of the Management Board and Supervisory Board of KGHM Polska Miedź S.A. for 2023.
• 1. On 30 April, the Company announced via a regulatory filing no. 22/2024 that on 29 April 2024 an entitled shareholder of the Company – the State Treasury represented by the Minister of State Assets, acting on the basis of art. 401 § 1 of the Commercial Partnerships and Companies Code, requested to include the following point "Changes in the composition of the Supervisory Board of the Company" in the agenda of the next General Meeting of the Company.

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.