Announcement by the Management Board of KGHMPolska Miedź Spółka Akcyjna with its registered head office in Lubin onthe convening of an Ordinary General Meeting

1. Date, time and place of the OrdinaryGeneral Meeting

The Management Board of KGHM Polska MiedźSpółka Akcyjna, with its registered head office in Lubin, at ul. MariiSkłodowskiej-Curie 48, 59-301 Lubin, entered into the register ofentrepreneurs kept by the Regional Court for Wrocław Fabryczna inWrocław, Section IX (Economic) of the National Court Register, entrynumber KRS 0000023302, tax identification number (NIP) 692-000-00-13,with fully paid-up share capital of PLN 2 000 000 000 ("KGHM PolskaMiedź S.A." or "Company"), acting in accordance with art. 395 § 1 and 2,art. 399 § 1 and art. 4021 of the Commercial Partnerships and CompaniesCode, hereby convenes an Ordinary General Meeting of KGHM Polska MiedźS.A., which will take place on 7 June 2019, beginning at 11:00 a.m. atthe head office of the Company in Lubin, at the address ul. MariiSkłodowskiej-Curie 48 (in Jan Wyżykowski Hall).

2. Agenda:

1. Opening of the Ordinary General Meeting.

2. Election of the Chairman of the OrdinaryGeneral Meeting.

3. Confirmation of the legality of conveningthe Ordinary General Meeting and its capacity to adopt resolutions.

4. Acceptance of the agenda.

5. Review of:

a) the Financial Statements of KGHM PolskaMiedź S.A. for the year ended 31 December 2018,

b) the Consolidated Financial Statements ofthe KGHM Polska Miedź S.A. Group for the year ended 31 December 2018,and

c) the Management Board's Report on theactivities of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A.Group in 2018 as well as the non-financial report of KGHM Polska MiedźS.A. and the KGHM Polska Miedź S.A. Group for 2018.

6. Review of the proposal of the ManagementBoard of KGHM Polska Miedź S.A. concerning the appropriation of profitfor the year ended 31 December 2018.

7. Submission of a Report on representationexpenses, expenses incurred on legal services, marketing services,public relations services and social communication services, andadvisory services associated with management in 2018 - and the opinionof the Supervisory Board of KGHM Polska Miedź S.A.

8. Review of the Report of the SupervisoryBoard of KGHM Polska Miedź S.A. on the results of its evaluation of thefinancial statements of KGHM Polska Miedź S.A. for the year ended 31December 2018, the consolidated financial statements of the KGHM PolskaMiedź S.A. Group for the year ended 31 December 2018 and the ManagementBoard's report on the activities of KGHM Polska Miedź S.A. and the KGHMPolska Miedź S.A. Group in 2018, as well as the non-financial report ofKGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group for 2018

9. Review of the Report of the SupervisoryBoard on the results of its evaluation of the proposal of the ManagementBoard of KGHM Polska Miedź S.A. concerning appropriation of profit forthe year ended 31 December 2018.

10. Submission by the Supervisory Board of:

a) an Assessment of the standing of KGHMPolska Miedź S.A. for the year ended 31 December 2018, including anevaluation of the internal control, risk management and compliancesystems and the internal audit function,

b) a Report on the activities of theSupervisory Board of KGHM Polska Miedź S.A. for the year ended 31December 2018.

11. Adoption of resolutions on:

a) approval of the Financial Statements ofKGHM Polska Miedź S.A. for the year ended 31 December 2018,

b) approval of the Consolidated FinancialStatements of the KGHM Polska Miedź S.A. Group for the year ended 31December 2018,

c) approval of the Management Board's Reporton the activities of KGHM Polska Miedź S.A. and the KGHM Polska MiedźS.A. Group in 2018 as well as the non-financial report of KGHM PolskaMiedź S.A. and the KGHM Polska Miedź S.A. Group for 2018,

d) appropriation of the Company's profit forthe year ended 31 December 2018.

12. Adoption of resolutions on:

a) approval of the performance of duties ofmembers of the Management Board of KGHM Polska Miedź S.A. for the yearended 31 December 2018,

b) approval of the performance of duties ofmembers of the Supervisory Board of KGHM Polska Miedź S.A. for the yearended 31 December 2018.

13. Closing of the General Meeting.

3. Date of registration of participation inthe General Meeting

The date of registration of participation inthe Ordinary General Meeting of the Company is 22 May 2019 ("Date ofRegistration").

4. A shareholder's right to participate inthe Ordinary General Meeting

Only persons that were shareholders of KGHMPolska Miedź S.A. as at the Date of Registration have the right toparticipate in the Ordinary General Meeting of the Company, i.e. thosepersons who:

a) have registered shares of the Company ona securities account sixteen days prior to the date of the OrdinaryGeneral Meeting of the Company (i.e. on 22 May 2019); and

b) no earlier than after the announcement onconvening the Ordinary General Meeting and no later than by 23 May 2019(inclusive) request the entity which maintains their securities accountto issue a registered certificate confirming the right to participate inthe Ordinary General Meeting of the Company.

It is recommended that shareholders obtainthe above-mentioned certificate confirming the right to participate andhave it with themselves on the day of the Ordinary General Meeting ofthe Company.

5. List of shareholders

The Company shall determine the list ofshareholders entitled to participate in the Ordinary General Meeting ofthe Company based on the specification provided to the Company by theNational Depository for Securities (KDPW).

The above-mentioned specification isprepared based on the information provided by entities maintainingshareholders securities accounts, on the basis of issued registeredcertificates confirming the right to participate in the Ordinary GeneralMeeting of the Company.

For three work days prior to the date of theOrdinary General Meeting, i.e. on 4, 5 and 6 June 2019, from 7.30 a.m.until 3.30 p.m., the list of shareholders entitled to participate in theOrdinary General Meeting of the Company will be displayed for view atthe Company's head office (ul. Marii Skłodowskiej-Curie 48, 59-301Lubin, building D-4, room number 207).

A shareholder may request that the list ofshareholders entitled to participate in the Ordinary General Meeting ofthe Company be sent to them free of charge by e-mail by providing thee-mail to which the list should be sent. A request for the list ofshareholders should be submitted to the head office of the Company orsent to the e-mail: wza@kghm.com. The request should be prepared inwritten form and signed by the shareholder or his/her representativesand, in the case of:

a) shareholders being individuals - shouldattach a copy of the registered certificate confirming the right toparticipate in the Ordinary General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should confirm the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in the OrdinaryGeneral Meeting of the Company (e.g. a continuous proxy authority), andif a proxy authority was granted by persons that are no currentlyregistered in the register by attaching a copy of a full extract fromthe register or other document authorising the granting of proxyauthority by the aforementioned persons, e.g. a resolution of ashareholder's body. If a shareholder is not required to be entered intothe register, his/her representatives should present other documentationconfirming the existence of a principal.

c) requests made through a proxy - shouldattach the proxy authority to make such a request signed by theshareholder (or continuous proxy authority), and in the case of a proxyother than an individual - a copy of an extract from an appropriateregister, confirming the authority of the person signing to act onbehalf of the proxy.

6. A shareholder's right to request theinclusion of certain issues in the agenda of the Ordinary GeneralMeeting

A shareholder or shareholders representingat least 1/20 of the share capital have the right to request theinclusion of certain issues in the agenda of the Ordinary GeneralMeeting of the Company. This request should be submitted to theManagement Board of the Company no later than 21 days prior to the dateof the Ordinary General Meeting, i.e. by 17 May 2019. The request shouldinclude a justification or a proposed resolution on the proposed pointof the agenda. The request may be submitted 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 of the Company:wza@kghm.com. The Shareholder/Shareholders should provide proof ofownership of the appropriate number of shares as at the date the requestis submitted, attaching to the request a registered certificateconfirming the right to participate in the Ordinary General Meeting ofthe Company or other document which is equivalent to the certificate,and in the case of:

a) shareholders being individuals - shouldattach a copy of the registered certificate confirming the right toparticipate in the General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should attach the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in the GeneralMeeting (e.g. a continuous proxy authority). If a shareholder is notrequired to be entered into the register, his/her representatives shouldattach other documentation confirming the existence of a principal.

c) requests made through a proxy - shouldattach the proxy authority to make such a request signed by theshareholder (or continuous proxy authority), and in the case of a proxyother than an individual - a copy of an extract from an appropriateregister, confirming the authority of the person signing to act onbehalf of the proxy.

7. A shareholder's right to submit proposedresolutions

A shareholder or shareholders of the Companyrepresenting at least 1/20 of the share capital have the right to submitin writing, addressed as "the General Meeting of KGHM Polska Miedź S.A."at the head office of the Company at ul. Marii Skłodowskiej-Curie 48,59-301 Lubin, or in electronic form sent to the following e-mail:wza@kghm.com, prior to the date of the Ordinary General Meeting,proposed resolutions regarding issues included in the agenda of theOrdinary General Meeting, or issues which are to be included in theagenda.

The Shareholder/Shareholders should provideproof of ownership of the appropriate number of shares as at the datethe request is submitted, attaching to the request a registeredcertificate confirming the right to participate in the Ordinary GeneralMeeting of the Company or other document, which is equivalent to thecertificate and in the case of:

a) shareholders being individuals - shouldattach a copy of the registered certificate confirming the right toparticipate in the General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should attach the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in the GeneralMeeting (e.g. a continuous proxy authority). If a shareholder is notrequired to be entered into the register, his/her representatives shouldattach other documentation confirming the existence of a principal.

c) requests made through a proxy - shouldattach the proxy authority to make such a request signed by theshareholder (or continuous proxy authority), and in the case of a proxyother than an individual - a copy of an extract from an appropriateregister, confirming the authority of the person signing to act onbehalf of the proxy.

In addition, each of shareholders entitledto participate in the Ordinary General Meeting of the Company may,during the said General Meeting, submit proposed resolutions respectingissues included in the agenda of the General Meeting.

8. Electronic communication by shareholderswith KGHM Polska Miedź S.A.

Within the scope provided for by theCommercial Partnerships and Companies Code, shareholders may contact theCompany using electronic means of communication.

Shareholders may communicate with KGHMPolska Miedź S.A. in electronic form through the e-mail: wza@kghm.com.

The shareholder bears the risk associatedwith the use of electronic means of communication.

Together with documents provided by ashareholder in electronic form, which were originally prepared in alanguage other than Polish, the shareholder should provide a Polishtranslation of these documents.

All documents sent in electronic form by ashareholder to KGHM Polska Miedź S.A., as well as by KGHM Polska MiedźS.A. to a shareholder, should be scanned in the PDF or JPEG format.

9. Means of exercising voting rights by aproxy

A shareholder may participate in theOrdinary General Meeting of the Company and exercise his/her right tovote either in person or through a proxy/proxies.

The authority to vote through a proxy shouldbe granted in written form or in electronic form. The granting of proxyauthority in electronic form does not require to provide of a secureelectronic signature.

Forms for voting through a proxy are placedon the Company's website, www.kghm.com, in the sectionInvestors/Corporate Governance/General Meeting. The Company does notrequire use of the above-mentioned forms for granting proxy authority.

The Management Board of the Company alsoannounces that, in a case wherein proxy authority is granted by ashareholder together with voting instructions, the Company will notverify as to whether the given proxy has voted according to the votinginstructions received from shareholders. Consequently, the ManagementBoard of the Company hereby announces that voting instructions should begiven solely to the said proxy.

A shareholder is required to send to theCompany information on the granting of proxy authority in electronicform to the e-mail address: wza@kghm.com by 3:00 p.m. on 6 June 2019. Ascan of the proxy document granted on the form provided by the Company(or prepared by the shareholder, containing at least the same data andinformation) must be attached to the information on the granting ofproxy authority in electronic form, and in the case of:

a) shareholders being individuals - shouldattach a copy of the registered certificate confirming the right toparticipate in the Ordinary General Meeting of the Company,

b) shareholders being legal entities andorganisational units without legal personality, which were granted legalcapacity under the law - should confirm the authorisation to act onbehalf of the entity by attaching a copy of a current extract from anappropriate register or other document confirming the authority of anindividual (or individuals) to represent the shareholder in the OrdinaryGeneral Meeting of the Company (e.g. a continuous proxy authority), andif a proxy authority was granted by persons that are not registered inthe current register, a copy of a full extract from the register orother document authorising to grant the proxy authority by theaforementioned persons, e.g. a resolution of a shareholder's body shouldbe attached. If a shareholder is not required to be entered into theregister, his/her representatives should present other documentationconfirming the existence of a principal.

In the case of proxy authority being grantedto a further proxy, continuous proxy authority must be submitted alongwith documentation indicating the authority to act on behalf of previousproxies.

The principles described above do notrelease the proxy from the requirement to present documents used toidentify the said proxy during the preparation of the attendance rosterof persons entitled to participate in the General Meeting of theCompany.

10. Verification of the validity of proxyauthority and shareholder and proxy identification

KGHM Polska Miedź S.A. will take appropriatesteps to determine the identity of a shareholder and a proxy in order toverify the validity of proxy authority granted in electronic form.Verification may include in particular questions addressed to theshareholder and/or proxy in electronic form or by telephone in order toconfirm the granting of proxy authority and its scope. The Companyhereby provides due notice, however, that in such a case the failure toanswer questions asked in the course of verification shall be treated asa failure to verify the validity of proxy authority, and shall representthe basis to refuse admittance of the proxy to participate in theOrdinary General Meeting of the Company.

The above-mentioned principles regarding themeans of granting proxy authority also have application with referenceto revoking proxy authority granted in electronic form.

11. Admission to participation in theOrdinary General Meeting

Shareholders will be admitted toparticipation in the Ordinary General Meeting of the Company uponpresentation of proof of identity, and proxies:

a) in the case of proxy authority granted inwritten form - upon presentation of proof of identity and valid proxyauthority granted in written form,

b) in the case of proxy authority granted inelectronic form - upon presentation of proof of identity.

Representatives of legal entities andorganisational units without legal personality should also presentcurrent extracts from appropriate registers, listing persons authorisedto represent the said entities as well as other documents confirming theauthority of the said individual (individuals) to represent theshareholder at the Ordinary General Meeting of the Company (e.g.continuous proxy authority).

Proxy authorities and other requireddocuments confirming the right of the shareholder or his/herrepresentative to participate in the Ordinary General Meeting of theCompany will be attached by the Company to the book of minutes.

12. Possibility and means of participatingin the Ordinary General Meeting through the use of electronic means ofcommunication

The Statutes does not provide for thepossibility of participation in or the expression of one's opinionduring the Ordinary General Meeting through the use of electronic meansof communication.

13. The exercise of voting rights throughcorrespondence or through the use of electronic means of communication

The Bylaws of the General Meeting of KGHMPolska Miedź S.A. with its registered head office in Lubin does notprovide for the possibility of exercising voting rights throughcorrespondence or through the use of electronic means of communication.

14. Access to documentation

Persons entitled to participate in theOrdinary General Meeting may obtain the full text of documentation whichis to be presented to the Ordinary General Meeting of the Company, aswell as of proposed resolutions, on the Company's website, www.kghm.com- in the section Investors/Corporate Governance/General Meeting, or inprinted form at the request of an entitled person, at the head office ofthe Company at the address: ul. Marii Skłodowskiej-Curie 48, 59-301Lubin, during the period from the date of the announcement to 7 June2019, from 8:00 a.m. to 3:00 p.m.

The Company will provide all informationregarding the Ordinary General Meeting of the Company on the Company'swebsite, www.kghm.com in the section Investors/CorporateGovernance/General Meeting.

15. Administrative information

The registration of shareholders will takeplace two hours before the beginning of the Ordinary General Meeting,i.e. on 7 June 2019 from 09:00 a.m.

Please remember to have proof of identity onthe day of the Ordinary General Meeting of the Company to be allowed toparticipate in the meeting.

We kindly request entities which representgreater numbers of shareholders to grant, where possible, proxyauthority in electronic form, and to forward the scanned documents tothe address: wza@kghm.com.

It is recommended that scanned documentsrepresenting the basis for the registration of participants at theOrdinary General Meeting, or at least lists of shareholders representedby the shareholder proxy, be sent, in alphabetical order, to theaddress: wza@kghm.com.

Neither the transmission of scanned proxydocuments nor the sending of information to the Company, as provided forin point 9 of the Announcement, shall result in any negativeconsequences of a legal or corporate nature for persons entitled toparticipate in the Ordinary General Meeting or their proxies - in thecase of a later change in factual circumstances.

In order to improve the registrationprocess, we also request, where possible, the preparation of a listspecifying those entities represented by the proxy in alphabeticalorder, showing the number of votes to which they are entitled.

16. Other information

The Management Board of the Company herebyannounces that issues not covered by this announcement shall be subjectto the Commercial Partnerships and Companies Code, the Statutes of theCompany and the Bylaws of the General Meeting of KGHM Polska Miedź S.A.with its registered head office in Lubin, and therefore requests theshareholders of the Company to familiarise themselves with theseregulations. In the case of questions or doubts related to participationin the General Meeting, please contact the Company at: tel. (+48 76) 7478 381, or by email address: wza@kghm.com.

17. Real-time webcast of the general meeting

The Management Board of KGHM Polska MiedźS.A. hereby announces that the internet address (link) of the website atwhich the real-time webcast of the Ordinary General Meeting of theCompany, which will take place on 7 June 2019, at the head office of theCompany at the address ul. Marii Skłodowskiej-Curie 48 (in JanWyżykowski Hall), will be available on the Company's website,www.kghm.com, in the section Investors/Corporate Governance/ GeneralMeeting. A link to the webcast of the Ordinary General Meeting will alsobe available in the section Investors/Financial Calendar.

The video recording of the meeting will beavailable on the Company's website, in the section CorporateGovernance/General Meeting/AGM2019.

Legal basis: § 19 sec. 1 point 1 of theDecree of the Minister of Finance dated 29 March 2018 on current andperiodic information published by issuers of securities and conditionsfor recognising as equivalent information required by the laws of anon-member state (Journal of Laws of 2018, item 757)

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