Decision on the premature redemption of B series bonds and issuance of Dseries bonds
The Management Board of KGHM Polska Miedź S.A. ("Company", "Issuer")announces that on 7 November 2025 it adopted the following resolutionson:
- earlier redemption of B series bonds on the basis of point 8.3 of theTerms and Conditions of Issuing the B Series Bonds of KGHM Polska MiedźS.A., prepared on 24 June 2019 ("Terms of the Issuance"), that isredemption of all 1 600 000 B series bonds issued on 27 June 2019 with amaturity of 10 years and a total nominal value of PLN 1 600 000 000 withan ISIN code PLKGHM000041, whose initial redemption date falls on 27June 2029 ("B Series Bonds"); and
- issuance of D series bonds ("D Series Bonds").
Pursuant to the adopted resolution, the earlier redemption of B SeriesBonds will take place on the day of interest payment, which falls on 27December 2025, and payment due to earlier redemption will be made on theclosest working day, that is on 29 December 2025. The day of determiningthe right to benefits due to earlier redemption of B Series Bonds willbe 16 December 2025.
Earlier redemption of B Series Bonds will be made by paying the nominalvalue of B Series Bonds increased by the amount of interest accrueduntil 27 December 2025 and the amount of premium equal to 1.1% of thenominal value of B Series Bonds, pursuant to terms stipulated in Termsof the Issuance.
The Issuer announces that as a result of earlier redemption of B SeriesBonds it will submit an appropriate application to suspend the tradingof B Series Bonds on the Catalyst market, in the Alternative TradingSystem, organised by the Warsaw Stock Exchange and BondSpot S.A.
This regulatory filing is an announcement to bondholders on making useof the option of premature redemption of B Series Bonds on the Issuer'srequest, which is stipulated in point 8.3.2 of the Terms of the Issuance.
The Issuer aims to finance the redemption of B Series Bonds with fundsacquired by the issuance of D Series Bonds. Pursuant to the adoptedresolution of the Company's Management Board, D Series Bonds will beissued under the bonds issuance program up to the amount of PLN 4 000000 000, which was announced in regulatory filing no. 27/2024 dated 29May 2024 with the following assumptions:
1. Total nominal value: no more than PLN 1 600 000 000.
2. Nominal unit value: PLN 1 000.
3. Issuance price: equal to the nominal value.
4. Interest rate: WIBOR 6M + a margin.
5. Maturity: 7 years from the issuance date.
6. Type: unsecured ordinary bearer bonds.
7. The issuance will be made in December 2025, pursuant to art. 33 point1 in connection with art. 34 sec. 2 of the Act on Bonds of 15 January2015.
8. D Series Bonds will be registered in the securities depositoryoperated by the National Depository for Securities (Krajowy DepozytPapierów Wartościowych S.A.) and will be introduced to the alternativetrading system on Catalyst, organised by the Warsaw Stock Exchange.
9. The purpose of the issuance, within the meaning of art. 32 sec. 1 ofthe Act on Bonds of 15 January 2015, was not defined.
Detailed terms of the issuance of D Series Bonds, including the finalinterest rate margin and date of the issuance, will be set by theCompany at a later date.
Legal basis: Art. 17 (1) of MAR (Regulation (EU) No 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC