General meeting

It is held as an Ordinary or Extraordinary General Meeting based on the prevailing law, the Statutes of the Company and the Bylaws of the General Meeting of KGHM Polska Miedź S.A. with its registered office in Lublin. General Meetings are convened by the Company’s Management Board. In the instances set forth by the Commercial Company Code (CCC), a General Meeting may be convened by a Supervisory Board or by shareholders. Pursuant to § 23 sec. 2¹ of the Statutes of the KGHM Polska Miedź S.A., the Polish State Treasury may convene an Ordinary General Meeting if the Management Board fails to do so in the statutory timeframe, as well as an Extraordinary General Meeting if it considers its convening as warranted. The General Meeting of the Company is convened by an announcement made on the Company’s website and in a manner set forth in the Commercial Company Code and in the Act of 29 July 2005 on Public Offering and the Terms and Conditions for Introducing Financial Instruments to an Organised Trading System and on Public Companies (Journal of Laws of 2020, item 2080, as amended). The General Meeting may adopt resolutions if at least one fourth of the share capital is represented. Resolutions are adopted by a simple majority of votes cast, unless the law or the Company’s Statutes state otherwise. The principles for conducting a General Meeting are set forth by the Commercial Company Code and the Company’s Statutes. Additional issues related to the functioning of the General Meeting are regulated by the “Bylaws of the General Meeting of KGHM Polska Miedź S.A. with its registered office in Lubin” adopted by the GM on 17 May 2010, which are available on the Company’s website.

The schedule of work on organising the General Meetings of the Company is planned in such a way as to ensure that the obligations towards shareholders are properly met and to enable them to exercise their rights.

The introduction of changes to the Company Statutes requires a resolution by the General Meeting and an entry in the National Court Register. Changes in the Company Statutes are made by the General Meeting in accordance with the applicable laws, in the manner and form prescribed by the Commercial Company Code, i.e. by a majority three-fourths of the votes cast in the presence of persons representing at least half of the share capital.

Amongst the regulations of the Commercial Company Code, in respect of the organisation of General Meetings and shareholder rights, the Company applies the obligatory regulations only, i.e. those which require the publication of announcements and relevant materials for the General Meeting on the Company website and the use of electronic forms of contact with shareholders. Regulations enabling shareholders to participate in General Meetings using electronic means of communication are not applied.

A detailed information on the ownership structure is provided in Chapter 11 of the Management Board Report on the Activity of KGHM Polska Miedź S.A. and the KGHM Polska Miedź S.A. Group in 2020.

Shareholders of the Company exercise their rights in a manner and within the limits prescribed by prevailing law, the Statutes of the Company and the Bylaws of the General Meeting of KGHM Polska Miedź S.A.

Shareholders are entitled to exercise their voting rights either personally or through a proxy. The authority to participate in a General Meeting and to exercise voting rights should be granted in writing or in electronic form. All of the shares are bearer shares. Each share represents one vote.

There is no limitation to the transfer of ownership rights to the shares of the Company or with respect to the execution of voting rights on the shares of the Company, other than those generally prescribed by laws in force.

The Company has not issued securities which would grant special control rights in respect of the Company.