Announcement by the Management Board of KGHM Polska Miedź Spółka Akcyjnawith its registered head office in Lubin on the convening of an OrdinaryGeneral Meeting
1. Date, time and place of the Ordinary General Meeting and detailedagenda
The Management Board of KGHM Polska Miedź Spółka Akcyjna, with itsregistered head office in Lubin, at ul. Marii Skłodowskiej-Curie 48,59-301 Lubin, entered into the register of entrepreneurs of the NationalCourt Register by the Regional Court for Wrocław Fabryczna in Wrocław,Section IX (Economic) of the National Court Register, entry number KRS0000023302, tax identification number (NIP) 692-000-00-13, sharecapital: PLN 2 000 000 000, of which PLN 2 000 000 000 is paid ("KGHMPolska Miedź S.A." or "Company"), acting in accordance with art. 395 § 1and 2, art. 399 § 1 and art. 4021 of the Commercial Partnerships andCompanies Code, hereby convenes an Ordinary General Meeting of KGHMPolska Miedź S.A., which will take place on 26 June 2018, beginning at11:00 a.m. at the head office of the Company in Lubin, at the addressul. Marii Skłodowskiej-Curie 48 (in Jan Wyżykowski Hall).
2. Agenda:
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 2017,
b) the consolidated financial statements of the KGHM Polska Miedź S.A.Group for 2017, and
c) the Management Board's report on the activities of KGHM Polska MiedźS.A. and the KGHM Polska Miedź S.A. Group in 2017 as well as thenon-financial report of KGHM Polska Miedź S.A. and the KGHM Polska MiedźS.A. Group for 2017.
6. Review of the proposal of the Management Board of KGHM Polska MiedźS.A. concerning the appropriation of profit for financial year 2017.
7. Submission of a report on representation expenses, expenses incurredon legal services, marketing services, public relations services andsocial communication services, and advisory services associated withmanagement in 2017 - and the opinion of the Supervisory Board of KGHMPolska Miedź S.A.
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 2017, the consolidatedfinancial statements of the KGHM Polska Miedź S.A. Group for financialyear 2017 and the Management Board's report on the activities of KGHMPolska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2017, as wellas the non-financial report of KGHM Polska Miedź S.A. and the KGHMPolska Miedź S.A. Group for 2017 and the proposal of the ManagementBoard of KGHM Polska Miedź S.A. concerning appropriation of profit forfinancial year 2017.
9. Presentation by the Supervisory Board of:
a) an assessment of the standing of KGHM Polska Miedź S.A. for financialyear 2017, 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 2017.
10. Adoption of resolutions on:
a) approval of the Financial Statements of KGHM Polska Miedź S.A. forfinancial year 2017,
b) approval of the Consolidated Financial Statements of the KGHM PolskaMiedź S.A. Group for financial year 2017,
c) approval of the Management Board's report on the activities of KGHMPolska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2017 as wellas the non-financial report of KGHM Polska Miedź S.A. and the KGHMPolska Miedź S.A. Group for 2017,
d) appropriation of the Company's profit for financial year 2017,
11. Adoption of resolutions on:
a) approval of the performance of duties of members of the ManagementBoard of KGHM Polska Miedź S.A. in financial year 2017,
b) approval of the performance of duties of members of the SupervisoryBoard of KGHM Polska Miedź S.A. in financial year 2017.
12. Appointment of members of the Supervisory Board of KGHM Polska MiedźS.A. for the new, 10th term.
13. Closing of the General Meeting.
3. Date of registration of participation in the General Meeting
The date of registration of participation in the Ordinary GeneralMeeting is 10 June 2018 ("Date of Registration").
4. A shareholder's right to participate in the Ordinary General Meeting
Only persons that were shareholders of KGHM Polska Miedź S.A. as at theDate of Registration have the right to participate in the OrdinaryGeneral Meeting, i.e. those persons who:
a) have registered shares of the Company on a securities account sixteendays prior to the date of the Ordinary General Meeting (i.e. on 10 June2018); and
b) no earlier than after the announcement on convening the OrdinaryGeneral Meeting and no later than by 11 June 2018 (inclusive) requestthe entity which maintains their securities account to issue aregistered certificate confirming the right to participate in theOrdinary General Meeting.
It is recommended that shareholders obtain the above-mentionedcertificate confirming the right to participate and have it withthemselves on the day of the Ordinary General Meeting.
5. List of shareholders
The Company shall determine the list of shareholders entitled toparticipate in the Ordinary General Meeting based on the specificationprovided to the Company by the National Depository for Securities (KDPW).
The above-mentioned specification is prepared based on the informationprovided by entities maintaining shareholders securities accounts, onthe basis of issued registered certificates confirming the right toparticipate in the Ordinary General Meeting.
For three work days prior to the date of the Ordinary General Meeting,i.e. on 21, 22 and 25 June 2018, from 7.30 a.m. until 3.30 p.m., thelist of shareholders entitled to participate in the Ordinary GeneralMeeting will be displayed for view at the Company's head office (ul.Marii Skłodowskiej-Curie 48, 59-301 Lubin, building D-4, room number207).
A shareholder may request that the list of shareholders entitled toparticipate in the Ordinary General Meeting be sent to them free ofcharge by e-mail by providing the e-mail to which the list should besent. A request for the list of shareholders should be submitted to thehead office of the Company or sent to the e-mail: wza@kghm.com. Therequest should be prepared in written form and signed by the shareholderor his/her representatives and, in the case of:
a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theOrdinary General Meeting,
b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should confirm the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the Ordinary GeneralMeeting (e.g. a continuous proxy authority), and if a proxy authoritywas granted by persons that are no longer registered in the currentregister by attaching a copy of a full extract from the register orother document authorising the granting of proxy authority by theaforementioned persons, e.g. a resolution of a shareholder's body. If ashareholder is not required to be entered into the register, his/herrepresentatives should present other documentation confirming theexistence of a principal.
c) requests made through a proxy - should attach the proxy authority tomake such a request signed by the shareholder (or continuous proxyauthority), and in the case of a proxy other than an individual - a copyof an extract from an appropriate register, confirming the authority ofthe person signing to act on behalf of the proxy.
6. A shareholder's right to request the inclusion of certain issues inthe agenda of the Ordinary General Meeting
A shareholder or shareholders representing at least 1/20 of the sharecapital have the right to request the inclusion of certain issues in theagenda of the Ordinary General Meeting of the Company. This requestshould be submitted to the Management Board of the Company no later than21 days prior to the date of the Ordinary General Meeting, i.e. by 05June 2018. The request should include a justification or a proposedresolution on the proposed point of the agenda. The request may besubmitted in writing, addressed as "the General Meeting of KGHM PolskaMiedź S.A." at the head office of the Company at ul. MariiSkłodowskiej-Curie 48, 59-301 Lubin, or in electronic form sent to thefollowing e-mail of the Company: wza@kghm.com.TheShareholder/Shareholders should provide proof of ownership of theappropriate number of shares as at the date the request is submitted,attaching to the request a registered certificate confirming the rightto participate in the Ordinary General Meeting or other document whichis equivalent to the certificate, and in the case of:
a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theGeneral Meeting,
b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should attach the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the General Meeting (e.g. acontinuous proxy authority). If a shareholder is not required to beentered into the register, his/her representatives should attach otherdocumentation confirming the existence of a principal.
c) requests made through a proxy - should attach the proxy authority tomake such a request signed by the shareholder (or continuous proxyauthority), and in the case of a proxy other than an individual - a copyof an extract from an appropriate register, confirming the authority ofthe person signing to act on behalf of the proxy.
7. A shareholder's right to submit proposed resolutions
A shareholder or shareholders of the Company representing at least 1/20of the share capital have the right to submit in writing, addressed as"the General Meeting of KGHM Polska Miedź S.A." at the head office ofthe Company at ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin, or inelectronic form sent to the following e-mail: wza@kghm.com, prior to thedate of the Ordinary General Meeting, proposed resolutions regardingissues included in the agenda of the Ordinary General Meeting, or issueswhich are to be included in the agenda.
The Shareholder/Shareholders should provide proof of ownership of theappropriate number of shares as at the date the request is submitted,attaching to the request a registered certificate confirming the rightto participate in the Ordinary General Meeting or other document, whichis equivalent to the certificate and in the case of:
a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theGeneral Meeting,
b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should attach the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the General Meeting (e.g. acontinuous proxy authority). If a shareholder is not required to beentered into the register, his/her representatives should attach otherdocumentation confirming the existence of a principal.
c) requests made through a proxy - should attach the proxy authority tomake such a request signed by the shareholder (or continuous proxyauthority), and in the case of a proxy other than an individual - a copyof an extract from an appropriate register, confirming the authority ofthe person signing to act on behalf of the proxy.
In addition, each of shareholders entitled to participate in theOrdinary General Meeting may, during the said General Meeting, submitproposed resolutions respecting issues included in the agenda of theGeneral Meeting.
8. Electronic communication by shareholders with KGHM Polska Miedź S.A.
Within the scope provided for by the Commercial Partnerships andCompanies Code, shareholders may contact the Company using electronicmeans of communication.
Shareholders may communicate with KGHM Polska Miedź S.A. in electronicform through the e-mail: wza@kghm.com.
The shareholder bears the risk associated with the use of electronicmeans of communication.
Together with documents provided by a shareholder in electronic form,which were originally prepared in a language other than Polish, theshareholder should provide a Polish translation of these documents.
All documents sent in electronic form by a shareholder to KGHM PolskaMiedź S.A., as well as by KGHM Polska Miedź S.A. to a shareholder,should be scanned in the PDF or JPEG format.
9. Means of exercising voting rights by a proxy
A shareholder may participate in the Ordinary General Meeting andexercise his/her right to vote either in person or through aproxy/proxies.
The authority to vote through a proxy should be granted in written formor in electronic form. The granting of proxy authority in electronicform does not require to provide of a secure electronic signature.
Forms for voting through a proxy are placed on the Company's website,www.kghm.com, in the section Investors/Corporate Governance/GeneralMeeting. The Company does not require use of the above-mentioned formsfor granting proxy authority.
The Management Board of the Company also announces that, in a casewherein proxy authority is granted by a shareholder together with votinginstructions, the Company will not verify as to whether the given proxyhas voted according to the voting instructions received fromshareholders. Consequently, the Management Board of the Company herebyannounces that voting instructions should be given solely to the saidproxy.
A shareholder is required to send to the Company information on thegranting of proxy authority in electronic form to the e-mail address:wza@kghm.com by 3:00 p.m. on 25 June 2018. A scan of the proxy documentgranted on the form provided by the Company (or prepared by theshareholder, containing at least the same data and information) must beattached to the information on the granting of proxy authority inelectronic form, and in the case of:
a) shareholders being individuals - should attach a copy of theregistered certificate confirming the right to participate in theOrdinary General Meeting,
b) shareholders being legal entities and organisational units withoutlegal personality, which were granted legal capacity under the law -should confirm the authorisation to act on behalf of the entity byattaching a copy of a current extract from an appropriate register orother document confirming the authority of an individual (orindividuals) to represent the shareholder in the Ordinary GeneralMeeting (e.g. a continuous proxy authority), and if a proxy authoritywas granted by persons that are no longer registered in the currentregister, a copy of a full extract from the register or other documentauthorising to grant the proxy authority by the aforementioned persons,e.g. a resolution of a shareholder's body should be attached. If ashareholder is not required to be entered into the register, his/herrepresentatives should present other documentation confirming theexistence of a principal.
In the case of proxy authority being granted to a further proxy,continuous proxy authority must be submitted along with documentationindicating the authority to act on behalf of previous proxies.
The principles described above do not release the proxy from therequirement to present documents used to identify the said proxy duringthe preparation of the attendance roster of persons entitled toparticipate in the General Meeting.
10. Verification of the validity of proxy authority and shareholder andproxy identification
KGHM Polska Miedź S.A. will take appropriate steps to determine theidentity of a shareholder and a proxy in order to verify the validity ofproxy authority granted in electronic form. Verification may include inparticular questions addressed to the shareholder and/or proxy inelectronic form or by telephone in order to confirm the granting ofproxy authority and its scope. The Company hereby provides due notice,however, that in such a case the failure to answer questions asked inthe course of verification shall be treated as a failure to verify thevalidity of proxy authority, and shall represent the basis to refuseadmittance of the proxy to participate in the Ordinary General Meeting.
The above-mentioned principles regarding the means of granting proxyauthority also have application with reference to revoking proxyauthority granted in electronic form.
11. Admission to participation in the Ordinary General Meeting
Shareholders will be admitted to participation in the Ordinary GeneralMeeting upon presentation of proof of identity, and proxies:
a) in the case of proxy authority granted in written form - uponpresentation of proof of identity and valid proxy authority granted inwritten form,
b) in the case of proxy authority granted in electronic form - uponpresentation of proof of identity.
Representatives of legal entities and organisational units without legalpersonality should also present current extracts from appropriateregisters, listing persons authorised to represent the said entities aswell as other documents confirming the authority of the said individual(individuals) to represent the shareholder at the Ordinary GeneralMeeting (e.g. continuous proxy authority).
Proxy authorities and other required documents confirming the right ofthe shareholder or his/her representative to participate in the OrdinaryGeneral Meeting will be attached by the Company to the book of minutes.
12. Possibility and means of participating in the Ordinary GeneralMeeting through the use of electronic means of communication
The Company does not provide for the possibility of participation in orthe expression of one's opinion during the Ordinary General Meetingthrough the use of electronic means of communication.
13. The exercise of voting rights through correspondence or through theuse of electronic means of communication
The Company does not provide for the possibility of exercising votingrights through correspondence or through the use of electronic means ofcommunication.
14. Access to documentation
Persons entitled to participate in the Ordinary General Meeting mayobtain the full text of documentation which is to be presented to theOrdinary General Meeting, as well as of proposed resolutions, on theCompany's website, www.kghm.com - in the section Investors/CorporateGovernance/General Meeting, or in printed form at the request of anentitled person, at the head office of the Company at the address: ul.Marii Skłodowskiej-Curie 48, 59-301 Lubin, during the period from thedate of the announcement to 25 June 2018, from 8:00 a.m. to 3:00 p.m.
The Company will provide all information regarding the Ordinary GeneralMeeting on the Company's website, www.kghm.com in the sectionInvestors/Corporate Governance/General Meeting.
15. Administrative information
The registration of shareholders will take place two hours before thebeginning of the Ordinary General Meeting, i.e. on 26 June 2018 from09:00 a.m.
Please remember to have proof of identity on the day of the OrdinaryGeneral Meeting to be allowed to participate in the meeting.
We kindly request entities which represent greater numbers ofshareholders to grant, where possible, proxy authority in electronicform, and to forward the scanned documents to the address: wza@kghm.com.
It is recommended that scanned documents representing the basis for theregistration of participants at the Ordinary General Meeting, or atleast lists of shareholders represented by the proxy, be sent, inalphabetical order, to the address: wza@kghm.com.
Neither the transmission of scanned proxy documents nor the sending ofinformation to the Company, as provided for in point 9 of theAnnouncement, shall result in any negative consequences of a legal orcorporate nature for persons entitled to participate in the OrdinaryGeneral Meeting or their proxies - in the case of a later change infactual circumstances.
In order to improve the registration process, we also request, wherepossible, the preparation of a list specifying those entitiesrepresented by the proxy in alphabetical order, showing the number ofvotes to which they are entitled.
16. Other information
The Management Board of the Company hereby announces that issues notcovered by this announcement shall be subject to the CommercialPartnerships and Companies Code, the Statutes of the Company and theBylaws of the General Meeting of KGHM Polska Miedź S.A. with itsregistered head office in Lubin, and therefore requests the shareholdersof the Company to familiarise themselves with these regulations. In thecase of questions or doubts related to participation in the GeneralMeeting, please contact the Company at: tel. (+48 76) 74 78 381, or byemail address: wza@kghm.com.
17. Real-time webcast of the general meeting
The Management Board of KGHM Polska Miedź S.A. hereby announces that theinternet address (link) of the website at which the real-time webcast ofthe Ordinary General Meeting, which will take place on 26 June 2018, atthe head office of the Company at the address ul. MariiSkłodowskiej-Curie 48 (in Jan Wyżykowski Hall), will be available on theCompany's website, www.kghm.com, in the section Investors/CorporateGovernance/ General Meeting. A link to the webcast of the OrdinaryGeneral Meeting will also be available in the sectionInvestors/Financial Calendar.
The video recording of the meeting will be available on the Company'swebsite, in the section Corporate Governance/General Meeting/AGM 2018.
Legal basis: § 19 sec. 1 point 1 of the Decree of the Minister ofFinance dated 29 March 2018 on current and periodic informationpublished by issuers of securities and conditions for recognising asequivalent 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 ofdifferences resulting from the translation, reference should be made tothe official Polish version.