KGHM POLSKA MIEDŹ SA Ordinary General Meeting

Announcement of the Management Board of KGHM Polska Miedź Spółka Akcyjna

with its registered head office in Lubin on convening an Ordinary

General Meeting

1.Date, time and place of the General Meeting and detailed agenda

The Management Board of KGHM Polska Miedź Spółka Akcyjna, with its

registered head office in Lubin, at ul. Marii Skłodowskiej-Curie 48,

entered into the Register of Entrepreneurs of the National Court

Register by the Wrocław Fabryczna Regional Court, Section IX (Economic)

of the National Court Register, entry number KRS 0000023302, tax

identification number (NIP) 692-000-00-13, share capital: PLN 2 000 000

000, of which PLN 2 000 000 000 is paid, acting in accordance with art.

399 § 1 of the Commercial Partnerships and Companies Code, hereby

convenes an Ordinary General Meeting of KGHM Polska Miedź S.A., which

will take place on 23 June 2014, beginning at 11.00 a.m. at the head

office of the Company in Lubin, at ul. 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 General

Meeting and its capacity to adopt resolutions.

4. Acceptance of the agenda.

5. Review of the report of the Management Board on the activities of

KGHM Polska Miedź S.A. in financial year 2013 and the financial

statements of KGHM Polska Miedź S.A. for financial year 2013.

6. Review of the proposal of the Management Board concerning the

appropriation of Company profit for financial year 2013.

7. Review of the Supervisory Board of KGHM Polska Miedź S.A. report on

the results of its evaluation of the report of the Management Board on

the activities of KGHM Polska Miedź S.A. in financial year 2013 and of

the financial statements of KGHM Polska Miedź S.A. for financial year

2013.

8. Presentation by the Supervisory Board of:

a) a brief assessment of the standing of KGHM Polska Miedź S.A. for

financial year 2013, including an evaluation of the internal control

system and the Company's significant risk management system,

b) a report on the activities of the Supervisory Board of KGHM Polska

Miedź S.A. for financial year 2013.

9. Adoption of resolutions:

a) on approval of the Report of the Management Board on the activities

of KGHM Polska Miedź S.A. in financial year 2013,

b) on approval of the Financial Statements of KGHM Polska Miedź S.A. for

financial year 2013,

c) on the appropriation of Company profit for financial year 2013.

10. Adoption of resolutions:

a) on approval of the performance of duties of members of the Management

Board in financial year 2013,

b) on approval of the performance of duties of members of the

Supervisory Board in financial year 2013.

11. Review of the report of the Management Board on the activities of

the KGHM Polska Miedź S.A. Group in financial year 2013 and of the

consolidated financial statements of the KGHM Polska Miedź S.A. Group

for financial year 2013.

12. Review of the Supervisory Board report on the results of its

evaluation of the report of the Management Board on the activities of

the KGHM Polska Miedź S.A. Group in financial year 2013 and of the

consolidated financial statements of the KGHM Polska Miedź S.A. Group

for financial year 2013.

13. Adoption of resolutions:

a) on approval of the Report of the Management Board on the activities

of the KGHM Polska Miedź S.A. Group in financial year 2013,

b) on approval of the Consolidated Financial Statements of the KGHM

Polska Miedź S.A. Group for financial year 2013.

14. Appointment of members of the Supervisory Board of KGHM Polska Miedź

S.A. for the new, 9th term.

15. Closing of the General Meeting.

3. Date of registration of participation in the General Meeting

The date of registration of participation in the Ordinary General

Meeting is 07 June 2014 ("Date of Registration").

4. Right of shareholders to participate in the General Meeting

The only persons having the right to participate in the Ordinary General

Meeting are those persons being shareholders of KGHM Polska Miedź S.A.

at the Date of Registration, i.e. those persons who:

a) have registered shares of the Company on a securities account sixteen

days prior to the date of the Ordinary General Meeting (i.e. on 07 June

2014); and

b) no earlier than after the announcement on convening the Ordinary

General Meeting and no later than 08 June 2014 (inclusive) request the

entity which maintains their securities account to issue a registered

certificate confirming the right to participate in the Ordinary General

Meeting.

It is recommended that shareholders obtain the above-mentioned

certificate confirming the right to participate and have it with

themselves on the day of the Ordinary General Meeting.

5.List of shareholders

The Company shall determine the list of shareholders entitled to

participate in the Ordinary General Meeting based on the specification

provided to the Company by the National Depository for Securities (KDPW).

The above-mentioned specification is prepared based on the information

provided by entities maintaining shareholders securities accounts, on

the basis of issued registered certificates confirming the right to

participate in the General Meeting.

For three days prior to the date of the Ordinary General Meeting, i.e.

on 17th, 18th and 20th June 2014, from 7:30 a.m. until 3:30 p.m., the

list of shareholders entitled to participate in the Ordinary General

Meeting will be displayed for view at the head office of the Company

(ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin).

Shareholders may request that the list of shareholders entitled to

participate in the Ordinary General Meeting be sent free of charge by

email, by providing the email address to which the list should be sent.

Requests for the shareholder list should be submitted to the head office

of the Company or to the email address wza@kghm.pl, or by fax using the

number (48 76) 747 88 87. The request should be prepared in written form

and signed by the shareholder or their representative and, in the case

of:

a) shareholders being individuals - should attach a copy of the

registered certificate confirming the right to participate in the

General Meeting,

b) shareholders being legal entities and partnerships - should confirm

the authorisation to act on behalf of the entity by attaching a valid

extract from the National Court Register or other register,

c) request made through a proxy - should attach the proxy authority to

make such a request signed by the shareholder (or continuous proxy

authority), and in the case of a proxy other than an individual - a copy

of an extract from an appropriate register, confirming the authority of

the person signing to act on behalf of the proxy.

6. Right of shareholders to request the inclusion of certain issues in

the agenda of a General Meeting

A shareholder or shareholders representing at least 1/20 of the share

capital have the right to request the inclusion of certain issues in the

agenda of an Ordinary General Meeting of the Company. This request

should be submitted to the Management Board of the Company no later than

21 days prior to the date of the Ordinary General Meeting, i.e. by 02

June 2014. The request should include a justification or proposed

resolution on the proposed point of the agenda. The request may be

submitted in writing at the head office of the Company at the address

ul. Marii Skłodowskiej-Curie 48, 59-301 Lubin, or in electronic form

sent to the following email address of the Company: wza@kghm.pl.

The shareholder/shareholders should provide proof of ownership of the

appropriate number of shares as at the date the request is submitted,

attaching to the request a registered certificate confirming the right

to participate in the Ordinary General Meeting or other document which

is equivalent to the certificate, and in the case of:

a) shareholders being individuals - should attach a copy of the

registered certificate confirming the right to participate in the

General Meeting,

b) shareholders being legal entities and partnerships - should confirm

the authorisation to act on behalf of the entity by attaching a valid

extract from the National Court Register or other register,

c) requests made through a proxy - should attach the proxy authority to

make such a request signed by the shareholder (or continuous proxy

authority), and in the case of a proxy other than an individual - a copy

of an extract from an appropriate register, confirming the authority of

the person signing to act on behalf of the proxy.

7. Right of shareholders to present proposed resolutions

A shareholder or shareholders of the Company representing at least 1/20

of the share capital have the right to submit in writing at the head

office of the Company at the address ul. Marii Skłodowskiej-Curie 48,

59-301 Lubin, or in electronic form sent to the following email address:

wza@kghm.pl, prior to the date of the Ordinary General Meeting, proposed

resolutions regarding issues included in the agenda of the Ordinary

General Meeting, or issues which are to be included in the agenda.

The shareholder/shareholders should provide proof of ownership of the

appropriate number of shares as at the date the request is submitted,

attaching to the request a registered certificate confirming the right

to participate in the Ordinary General Meeting or other document which

is equivalent to the certificate, and in the case of:

a) shareholders being individuals - should attach a copy of the

registered certificate confirming the right to participate in the

General Meeting,

b) shareholders being legal entities and partnerships - should confirm

the authorisation to act on behalf of the entity by attaching a valid

extract from the National Court Register or other register,

c) request made through a proxy - should attach the proxy authority to

make such a request signed by the shareholder (or continuous proxy

authority), and in the case of a proxy other than an individual - a copy

of an extract from an appropriate register, confirming the authority of

the person signing to act on behalf of the proxy.

In addition, all shareholders entitled to participate in the Ordinary

General Meeting may, during the said General Meeting, present proposed

resolutions respecting issues included in the agenda of the General

Meeting.

8. Electronic communication by shareholders with KGHM Polska Miedź S.A.

Within the scope provided for by the Commercial Partnerships and

Companies Code, shareholders may contact the Company using electronic

means of communication.

Shareholders may communicate with KGHM Polska Miedź S.A. in electronic

form through the email address wza@kghm.pl.

The shareholder bears the risk associated with the use of electronic

means of communication.

Together with documents originally prepared in a language other than

Polish sent by the shareholder in electronic form, the shareholder

should provide a Polish translation.

All documents sent in electronic form by shareholders to KGHM Polska

Miedź S.A., as well as by KGHM Polska Miedź S.A. to shareholders, 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 and

exercise their right to vote either in person or through a proxy/proxies.

The authority to vote through a proxy should be granted in writing or in

electronic form. The granting of proxy authority in electronic form does

not require the providing of a secure electronic signature.

Forms for voting through a proxy are placed on the Company's website,

www.kghm.pl, in the section Investors / General Meeting.

The Company does not require use of the above-mentioned forms for

granting proxy authority.

The Management Board of the Company also announces that, in a case

wherein proxy authority is granted by a shareholder together with voting

instructions, the Company will not verify as to whether the given proxy

has voted according to the voting instructions received from the

shareholder. Consequently, the Management Board of the Company hereby

announces that voting instructions should be given solely to the said

proxy.

Shareholders are required to send to the Company information on the

granting of proxy authority in electronic form to the email address

wza@kghm.pl by 3.00 p.m. on 22 June 2014. A scan of the proxy document

granted on the form provided by the Company (or prepared by the

shareholder, containing at least the same data and information) must be

attached to the information on the granting of proxy authority in

electronic form, and in the case of:

a) shareholders being individuals - should attach a copy of the

registered certificate confirming the right to participate in the

General Meeting,

b) shareholders being legal entities and partnerships - confirm the

authorisation to act on behalf of the entity, attaching a copy of a

valid extract from an appropriate register or other document confirming

the right of the individual (individuals) to represent the shareholder

at the General Meeting (e.g. continuous proxy authority).

In the case of proxy authority being granted to a further proxy,

continuous proxy authority must be submitted along with documentation

indicating the authority to act on behalf of previous proxies.

The principles described above do not release the proxy from the

requirement to present documents used to identify the said proxy during

the preparation of the attendance rosters of persons entitled to

participate in a General Meeting.

10. Verification of validity of proxy authority and identification of

shareholder and proxy

KGHM Polska Miedź S.A. will take appropriate steps to determine the

identity of a shareholder and a proxy in order to verify the validity of

proxy authority granted in electronic form. Verification may include in

particular questions addressed to the shareholder and/or proxy in

electronic form or by telephone in order to confirm the granting of

proxy authority and its scope. The Company hereby provides due notice,

however, that in such a case the failure to answer questions asked in

the course of verification shall be treated as a failure to verify the

validity of proxy authority, and shall represent the basis to refuse

admittance of the proxy to participate in the Ordinary General Meeting.

The above-mentioned principles regarding the means of granting proxy

authority also have application with reference to revoking proxy

authority granted in electronic form.

11. Admission to participation in the General Meeting

Shareholders will be admitted to participation in the Ordinary General

Meeting upon presentation of proof of identity, and proxies:

a) in case of proxy authority granted in written form - upon

presentation of proof of identity and valid proxy authority granted in

written form,

b) in case of proxy authority granted in electronic form - upon

presentation of proof of identity.

Representatives of legal entities and partnerships should also present a

valid extract from an appropriate register, listing those persons

authorised to represent the said entities as well as other documents

confirming the authority of the said individual (individuals) to

represent the shareholder at the Ordinary General Meeting (e.g.

continuous proxy authority).

Proxy authorities and other required documents confirming the right of

the shareholder or their representative to participation in the Ordinary

General Meeting will be attached by the Company to the book of minutes.

12. Possibility and means of participating in the General Meeting

through the use of electronic means of communication

The Company does not provide for the possibility of participation in or

the expressing of one's opinion during the General Meeting through the

use of electronic means of communication.

13.The exercise of voting rights through correspondence or through the

use of electronic means of communication

The Company does not provide for the possibility of exercising voting

rights through correspondence or through the use of electronic means of

communication.

14. Access to documentation

Persons entitled to participate in the Ordinary General Meeting may

obtain the full text of documentation which is to be presented to the

Ordinary General Meeting, as well as of proposed resolutions:

- on the Company's website, www.kghm.pl in the section Investors /

General Meeting.

- in printed version, at the request of an entitled person, at the head

office of the Company at the address: ul. Marii Skłodowskiej-Curie 48,

59-301 Lubin, during the period from the date of the announcement to 22

June 2014, from 8:00 a.m. to 3:00 p.m.

The Company will provide all information regarding the Ordinary General

Meeting on the Company's website, www.kghm.pl in the section Investors /

General Meeting.

15. Administrative information

The registration of shareholders will take place two hours before the

beginning of the Ordinary General Meeting, i.e. from 9.00 a.m.

Please remember to have proof of identity on the day of the Ordinary

General Meeting to be allowed to participate in the meeting.

We kindly request entities which represent large amounts of shareholders

to grant, where possible, proxy authority in electronic form, and to

forward the scanned documents to the address: wza@kghm.pl.

It is recommended that scanned documents representing the basis for the

registration of participants at the Ordinary General Meeting, or at

least a listing of shareholders represented by the proxy be sent, in

alphabetical order, to the address: wza@kghm.pl.

Neither the transmission of scanned proxy documents nor the sending of

information to the Company, as provided for in point 9 of the

Announcement, shall result in any negative consequences of a legal or

corporate nature for persons entitled to participate in the Ordinary

General Meeting or their proxies - in the case of a later change in

factual circumstances.

In order to improve the registration process, we also request the

preparation, to the extent possible, of a specification of entities

represented by the proxy in alphabetical order, showing the number of

votes to which they are entitled.

16. Other information

The Management Board of the Company hereby announces that issues not

covered by this announcement shall be subject to the Commercial

Partnerships and Companies Code, the Statutes of the Company and the

Bylaws of the General Meeting of KGHM Polska Miedź S.A. with its

registered head office in Lubin, and therefore requests that the

Shareholders of the Company familiarise themselves with these

regulations. In the case of questions or doubts related to participation

in the General Meeting, please contact the Company at: tel. +48 76/ 74

78 381, or by email: wza@kghm.pl.

Legal basis: § 38 sec. 1 point 1 of the Decree of the Minister of

Finance dated 19 February 2009 regarding current and periodic

information published by issuers of securities and conditions for

recognising as equivalent information required by the laws of a

non-member state (unified text: Journal of Laws 2014.133)

Translation from the original Polish version.In the event of differences

resulting from the translation, reference should be made to the official

Polish version.

More information on page: biznes.pap.pl

kom espi pif/