Change in the agenda of the Ordinary General Meeting of KGHM PolskaMiedź S.A. convened for 21 June 2017Announcement of achange in the agenda of the Ordinary General Meeting of KGHM PolskaMiedź S.A. convened for 21 June 2017
The Management Board of KGHM Polska Miedź S.A. announces that on 30 May2017 the State Treasury, as an entitled shareholder of the Company,represented by the Minister of Energy, acting on the basis of art. 401 §1 of the Commercial Partnerships and Companies Code, submitted a requestto add a point regarding changes to the composition of the SupervisoryBoard of the Company to the agenda of the Ordinary General Meeting ofKGHM Polska Miedź S.A. with its registered head office in Lubin convenedfor 21 June 2017.
The request to add a point to the agenda concerning the change in thecomposition of the Supervisory Board arises from the powers of theGeneral Meeting to dismiss and appoint members of the Supervisory Boardand is aimed at strengthening the Supervisory Board's supervision overthe Company's activities.
The Management Board of the Company, taking into account theaforementioned request, amends the agenda of the Ordinary GeneralMeeting of KGHM Polska Miedź S.A. by adding a point with the followingwording "16. Adoption of a resolution on changes to the composition ofthe Supervisory Board of the Company KGHM Polska Miedź S.A." and herebypresents the new agenda of the Ordinary General Meeting of KGHM PolskaMiedź S.A., which will take place on 21 June 2017, beginning at 11:00a.m. at the head office of the Company in Lubin, at the address ul.Marii Skłodowskiej-Curie 48 (in Jan Wyżykowski Hall):
1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Confirmation of the legality of convening the Ordinary GeneralMeeting and its capacity to adopt resolutions.
4. Acceptance of the agenda.
5. Review of the annual statements and report:
a) the financial statements of KGHM Polska Miedź S.A. for 2016,
b) the consolidated financial statements of the KGHM Polska Miedź S.A.Group for 2016, and
c) the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016.
6. Review of the proposal of the Management Board on covering the lossfor financial year 2016.
7. Review of the proposal of the Management Board of KGHM Polska MiedźS.A. on dividend payout from prior years' profits, setting the dividenddate and the dividend payment date.
8. Review of the report of the Supervisory Board of KGHM Polska MiedźS.A. on the results of its evaluation of the financial statements ofKGHM Polska Miedź S.A. for financial year 2016, consolidated financialstatements of the KGHM Polska Miedź S.A. Group for financial year 2016and the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016 and the evaluation of theManagement Board of KGHM Polska Miedź S.A.'s proposal on covering theloss for financial period 2016 and dividend payout.
9. Presentation by the Supervisory Board of:
a) an assessment of the standing of KGHM Polska Miedź S.A. for financialyear 2016, including an evaluation of the internal control, riskmanagement and compliance systems and the internal audit function,
b) a report on the activities of the Supervisory Board of KGHM PolskaMiedź S.A. in financial year 2016.
10. Adoption of resolutions on:
a) approval of the Financial Statements of KGHM Polska Miedź S.A. forfinancial year 2016,
b) approval of the Consolidated Financial Statements of the KGHM PolskaMiedź S.A. Group for financial year 2016,
c) approval of the Management Board's report on the activities of KGHMPolska Miedź S.A. and KGHM Polska Miedź S.A. Group in 2016,
d) covering the loss for financial year 2016,
e) dividend payout from prior years' profits, setting the dividend dateand the dividend payment date.
11. Adoption of resolutions on:
a) the performance of duties of members of the Management Board of KGHMPolska Miedź S.A. in financial year 2016,
b) the performance of duties of members of the Supervisory Board of KGHMPolska Miedź S.A. in financial year 2016.
12. Adoption of the resolution regarding the amendment of "The Statutesof KGHM Polska Miedź S.A.".
13. Adoption of resolutions on the following issues:
a) disposal of non-current assets;
b) rules of procedure when concluding agreements for legal services,marketing services, public relations services and social communicationservices, and advisory services associated with management, as well asamendments to such agreements,
c) rules of procedure when concluding agreements by the Company ondonations, discharge of debt or other agreements with similarimplications,
d) principles and procedures for disposal of non-current assets,
e) the obligation to submit a report on representation expenses,expenses incurred on legal services, marketing services, publicrelations services and social communication services, and advisoryservices associated with management,
f) determining the requirements for a candidate for the position ofmember of the Company's Management Board,
g) appointment of a member of the Management Board and the qualificationprocedure for the position of member of the Management Board,
h) concerning the fulfilment of the obligations arising from Article 17section 7, article 18 section 2, article 20 and article 23 of the Act onthe principles of state assets management.
14. Adoption of a resolution on amending the resolution no. 8/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Management Board.
15. Adoption of a resolution on amending the resolution no. 9/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Supervisory Board.
16. Adoption of a resolution on changes to the composition of theSupervisory Board of the Company KGHM Polska Miedź S.A.
17. Closing of the General Meeting.
The Management Board of the Company hereby provides the proposedresolution regarding acceptance of the agenda of the Ordinary GeneralMeeting of the Company reflecting the aforementioned change to theagenda. The wording of the remaining published proposed resolutions ofthe Ordinary General Meeting is unchanged.
Resolution No. ......./2017
of the Ordinary General Meeting of KGHM Polska Miedź S.A.
with its registered head office in Lubin dated 21 June 2017
regarding: acceptance of the agenda of the Ordinary General Meeting.
The General Meeting of KGHM Polska Miedź S.A. resolves the following:
I. The following agenda is hereby accepted:
1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Confirmation of the legality of convening the Ordinary GeneralMeeting and its capacity to adopt resolutions.
4. Acceptance of the agenda.
5. Review of the annual statements and report:
a) the financial statements of KGHM Polska Miedź S.A. for 2016,
b) the consolidated financial statements of the KGHM Polska Miedź S.A.Group for 2016, and
c) the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016.
6. Review of the proposal of the Management Board on covering the lossfor financial year 2016.
7. Review of the proposal of the Management Board of KGHM Polska MiedźS.A. on dividend payout from prior years' profits, setting the dividenddate and the dividend payment date.
8. Review of the report of the Supervisory Board of KGHM Polska MiedźS.A. on the results of its evaluation of the financial statements ofKGHM Polska Miedź S.A. for financial year 2016, consolidated financialstatements of the KGHM Polska Miedź S.A. Group for financial year 2016and the Management Board's report on the activities of KGHM Polska MiedźS.A. and KGHM Polska Miedź S.A. Group in 2016 and the evaluation of theManagement Board of KGHM Polska Miedź S.A.'s proposal on covering theloss for financial period 2016 and dividend payout.
9. Presentation by the Supervisory Board of:
a) an assessment of the standing of KGHM Polska Miedź S.A. for financialyear 2016, including an evaluation of the internal control, riskmanagement and compliance systems and the internal audit function,
b) a report on the activities of the Supervisory Board of KGHM PolskaMiedź S.A. in financial year 2016.
10. Adoption of resolutions on:
a) approval of the Financial Statements of KGHM Polska Miedź S.A. forfinancial year 2016,
b) approval of the Consolidated Financial Statements of the KGHM PolskaMiedź S.A. Group for financial year 2016,
c) approval of the Management Board's report on the activities of KGHMPolska Miedź S.A. and KGHM Polska Miedź S.A. Group in 2016,
d) covering the loss for financial year 2016,
e) dividend payout from prior years' profits, setting the dividend dateand the dividend payment date.
11. Adoption of resolutions on:
a) the performance of duties of members of the Management Board of KGHMPolska Miedź S.A. in financial year 2016,
b) the performance of duties of members of the Supervisory Board of KGHMPolska Miedź S.A. in financial year 2016.
12. Adoption of the resolution regarding the amendment of "The Statutesof KGHM Polska Miedź S.A.".
13. Adoption of resolutions on the following issues:
a) disposal of non-current assets;
b) rules of procedure when concluding agreements for legal services,marketing services, public relations services and social communicationservices, and advisory services associated with management, as well asamendments to such agreements,
c) rules of procedure when concluding agreements by the Company ondonations, discharge of debt or other agreements with similarimplications,
d) principles and procedures for disposal of non-current assets,
e) the obligation to submit a report on representation expenses,expenses incurred on legal services, marketing services, publicrelations services and social communication services, and advisoryservices associated with management,
f) determining the requirements for a candidate for the position ofmember of the Company's Management Board,
g) appointment of a member of the Management Board and the qualificationprocedure for the position of member of the Management Board,
h) concerning the fulfilment of the obligations arising from Article 17section 7, article 18 section 2, article 20 and article 23 of the Act onthe principles of state assets management.
14. Adoption of a resolution on amending the resolution no. 8/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Management Board.
15. Adoption of a resolution on amending the resolution no. 9/2016 ofthe Extraordinary General Meeting dated 7 December 2016 regarding theterms of setting the remuneration of Members of the Supervisory Board.
16. Adoption of a resolution on changes to the composition of theSupervisory Board of the Company KGHM Polska Miedź S.A.
17. Closing of the General Meeting.
II. This resolution comes into force on the date it is adopted.
The complete proposed resolutions and the form for voting through aproxy, including the changes proposed by the State Treasury as ashareholder, may be found on the Company's website: www.kghm.com in thesection Investors/Corporate Governance/ General Meeting/AGM 2017
Legal basis: § 38 sec. 1 point 4 of the Decree of the Minister ofFinance dated 19 February 2009 regarding current and periodicinformation published by issuers of securities and conditions forrecognising as equivalent information required by the laws of anon-member state (unified text: Journal of Laws 2014.133 with subsequentamendments)
Translation from the original Polish version. In the event ofdifferences resulting from the translation, reference should be made tothe official Polish version.