TRANSLATORS’ EXPLANATORY NOTE
The English content of this report is a free translation of the registered auditor’s report of the below-mentioned Polish Company. In Poland statutory accounts as well as the auditor’s report should be prepared and presented in Polish and in accordance with Polish legislation and the accounting principles and practices generally adopted in Poland.
The accompanying translation has not been reclassified or adjusted in any way to conform to the accounting principles generally accepted in countries other than Poland, but certain terminology current in Anglo-Saxon countries has been adopted to the extent practicable. In the event of any discrepancies in interpreting the terminology, the Polish language version is binding.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k., ul. Powstańców Śląskich 9, 53-332 Wrocław, Poland; T: +48 (71) 366 1200, F: +48 (71) 366 1201, www.pwc.pl
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., District Court for Warsaw, National Court Register number (KRS) 0000750050, tax number (NIP) 526-021-02-28. Registered office: ul. Polna 11, Warsaw, Poland.
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Independent Registered Auditor’s Report
To the Shareholders’ Meeting and the Supervisory Board of KGHM Polska Miedź Spółka Akcyjna .
Report on Audit of Annual Consolidated Financial Statements
Our Opinion
In our opinion, the accompanying annual consolidated financial statements:
give a true and fair view of the consolidated financial position of KGHM Polska Miedź S.A. (“Parent Company”) and its subsidiaries (jointly “Group”) as at 31 December 2023, as well as the consolidated financial result and cash flows of the Group for the financial year ended on that day, in accordance with the International Financial Reporting Standards adopted by the European Union and the accounting policies in place;
comply as to form and content with legal regulations applicable to the Group and the Parent Company’s articles of association;
This opinion is consistent with our supplementary report to the Audit Committee, issued on the date of this report.
What we have audited
We have audited the annual consolidated financial statements of KGHM Polska Miedź S.A. Group, consisting of:
the consolidated statement of financial position as at 31 December 2023,
as well as the following statements covering the financial year ended on that day:
the consolidated statement of profit and loss,
the consolidated statement of comprehensive income,
the consolidated statement of changes in equity,
the consolidated statement of cash flows, and
notes to the consolidated financial statements comprising a description of the significant accounting policies and other explanations.
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Basis of Opinion
We conducted our audit in compliance with the National Standards on Auditing (“NSA”) as adopted by the resolution of the National Council of Statutory Auditors and the resolution of the Council of the Polish Audit Supervision Agency (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors, Registered Audit Companies and Public Oversight (the “Law on Registered Auditors”) and Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities (“EU Regulation”). Our responsibility under NSA are further described in section ‘Auditor's Responsibility for Audit’.
We believe that the evidence that we have obtained in the audit is sufficient and appropriate to constitute a basis of our opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted by resolution of the National Council of Statutory Auditors and other ethical requirements that are relevant to our audit of the consolidated financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. During the audit, the key registered auditor and the registered audit firm remained independent of the Group in accordance with the independence requirements set out in the Act on Registered Auditors and in the EU Regulations.
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Our Audit Approach
Overview
The overall materiality threshold adopted for the purposes of our audit has been determined at PLN 373 m, i.e. 4.5% of the arithmetic average of consolidated financial result before tax for the last three financial years, adjusted for effects of the applicable mineral production tax and for the amount of the impairment loss recognized in 2023 on tangible and intangible mining and metallurgical assets .
We have audited the Parent Company and 10 subsidiaries based in Poland.
We received the audit report of another auditor who had audited KGHM International Group’s consolidated report. This consolidated report was audited by a member of PwC network in line with our instructions and under our supervision.
The audit covered 99% of the Group's revenue and 98% of total assets of all companies consolidated by this Group, before consolidation adjustments.
Recognition of revenues from contracts with customers
Valuation of financial assets under the loans given to a joint venture Sierra Gorda S.C.M.
Assessment of potential recovery of the key non-current assets of KGHM International LTD. Group , domestic subsidiaries, the investment in the joint venture Sierra Gorda S.C.M. and the production assets (mining and metallurgical assets) of KGHM Polska Miedź S.A.
Fair value measurement of derivatives and hedge accounting
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Parent Parent Company’s Management Board made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of
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internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements..
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the consolidated financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the consolidated financial statements as a whole.
Group’s overall materiality level
PLN 373 million
How we determined it
4.5% of arithmetic average of consolidated financial result before tax for the last three financial years, adjusted for effects of the applicable mineral production tax and for the amount of the impairment loss recognized in 2023 on tangible and intangible mining and metallurgical assets.
Rationale for the materiality benchmark applied
We have adopted consolidated financial result before tax as the basis for determining materiality because, in our opinion, this measure is commonly used to assess the Group's operations by financial statements users and is a generally accepted benchmark. We used the arithmetic average of the last three years due to the volatile nature of the financial result. We made adjustments for the impact of the tax on specific mineral production as this levy is not dependent on the Group's performance. We have excluded the impairment loss recognized in 2023 on tangible and intangible mining and metallurgical assets due to the fact that it is a significant amount and is not of a regular nature. We assumed the level of materiality at 4.5% as based on our professional judgement it falls within the acceptable quantitative range of materiality.
We agreed with the Audit Committee that we would report any misstatements in the consolidated financial statements as may be identified during the audit in excess of PLN 32 million, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. They include the most significant identified risks of material misstatements, including the identified risks of material misstatement resulting from fraud. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.
Key audit matter:
How our audit addressed the key audit matter :
Recognition of revenues from contracts with customers
In 2023, the Group recognised revenue from contracts with customers at PLN 33,467 million as described in Part 2 of the consolidated financial statements.
The Group generates revenues mainly from sales of copper (70.7%), silver (13.2%) and gold (3.4%). Revenues are recognized when the Group meets the obligation to perform the service in the form of transferred good or services with simultaneous acquisition of control over this asset by the buyer. Revenue is recognized at an amount equal to the transaction price representing the consideration for the goods and services provided, including the pricing formulas used.
Bearing in mind the importance of revenues item in the separate financial statements of the Company, as well as the susceptibility of the item to the risk of misstatement, we recognized that this is a key matter for our audit.
Our testing procedures included in particular :
determining whether, in relation to the previous audited year, there were changes to the internal control system or the principles adopted by the Group in terms of recognizing revenue from contracts with customers and identifying the moment of passing control over the good or service provided, and understanding of any changes in the above-mentioned scope ,
analysis of the conditions contained in significant sales contracts ,
conducting, on a selected sample, efficiency tests of selected internal controls, important for determining the correct moment of revenue recognition and the correct value of revenues from contracts with customers ,
analysis of trends in recognized revenues from contracts with customers and explanation of unusual events and one-off transactions ,
conducting tests of details on a selected sample, the selection of which used quantitative and qualitative criteria, including agreeing price rates and quantities used on issued sales invoices to contracts with customers, delivery documents and payment documents ,
confirmation of selected sales transactions directly with the Group's customers ,
verification, on a selected sample, of revenue recognition in the proper reporting period, taking into account Incoterms and other terms and conditions of contracts concluded with
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the Group's customers ,
assessment of the correctness and completeness of disclosures in the separate financial statements regarding revenues from contracts with customers .
Valuation of financial assets under the loans given to a joint venture Sierra Gorda S.C.M.
At 31 December 2023, the Group disclosed PLN 9,096 million of total loans granted to a joint venture Sierra Gorda S.C.M., i.e. 17.6% of the Group's total assets.
The receivables under those loans to Sierra Gorda S.C.M., as reported in the consolidated financial statements, were valued at amortised cost including an allowance for expected credit losses. On their initial recognition according to IFRS 9 ‘Financial Instruments’, they were classified as POCI loans, i.e. Purchased or Originated Credit-Impaired loans, with any losses related to such recognition and qualification recognised in previous reporting periods.
In the financial year, there was gain recognised at PLN 101 million on the reversed impairment of these loans.
Disclosures regarding the valuation of such receivables under loans to Sierra Gorda S.C.M. (including their assessed recovery potential) can be found in Note 6.2 and Note 7.5.2.4 of the consolidated financial statements.
The determination of expected credit losses on financial assets that are such loans involves a number of significant assumptions and judgments, in particular in terms of the Parent Company's strategy towards joint venture investments, macroeconomics and market assumptions, and the expected legal environment, financial plans and forecast cash flows.
Considering the inherent risk of uncertainty associated with significant estimates made by the Management Board, as well as
Our testing procedures included in particular:
determination whether compared to the previous year under review there have been any changes to the valuation methodology applied to receivables under loans;
verification of proper calculations and methodological consistency (using our in- house valuation experts) of the model used for valuation of loan-related receivables, which the Parent Company’s Management Board designed based on the methodology developed by external experts in previous reporting periods;
critical assessment of the assumptions and estimates made by the Parent Company's Management Board to determine expected credit losses, for example:
the forecast period of future cash flows that will be generated by the mine, including levels of revenue, operating margins and future capital expenditures assumed in the forecast;
recovery scenario plans adopted to estimate the level of future flows on loan-related receivables and the probability weights assigned to them;
assessment of the assumptions sensitivity analysis performed by the Management Board;
assessment the correctness and completeness of disclosures in the consolidated financial statements with regard to the valuation of financial assets that are the loans and their assessed recovery potential.
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the significance of items in the separate financial statements, we have determined that this is a key issue for our audit.
Assessment of potential recovery of the key non-current assets of KGHM International Ltd. Group, domestic subsidiaries, the involvement in the joint venture Sierra Gorda S.C.M. and the mining and metallurgical production assets of KGHM Polska Miedź S.A.
At 31 December 2023, in the consolidated financial statements, the Group showed PLN 26,749 million of non-current assets (tangible and intangible), i.e. 52% of the Group's total assets disclosed in the consolidated financial statements.
As at 31 December 2023, the Group identified certain indications justifying further impairment testing of the following cash- generating units:
a) domestic production assets (mining and metallurgical assets) of KGHM Polska Miedź S.A.;
b) Robinson mine assets;
d) Carlota mine assets;
e) Sudbury assets;
f) Victoria project;
g) fixed assets of Centrozłom Wrocław S.A.
As a result of the tests, in the consolidated financial statements:
- the recoverable value of the production assets (mining and metallurgical assets) of KGHM Polska Miedź S.A. was determined at PLN 16,577 million, i.e. lower than the carrying amount of the assets under review, hence justifying the recognition of an impairment loss of PLN 3,589 million on
Our testing procedures included in particular:
clarification and assessment of the process of identifying indications of asset impairment or lower impairment loss than recognised before;
clarification and assessment of the proper methods used to perform impairment tests where indications justifying such impairment testing have been identified, in accordance with the relevant financial reporting standards;
clarification and assessment of the principles for identifying the cash-generating units;
assessment of the work of external experts whose services the Parent Company's Management Board had used, including their competence and independence;
verification of proper calculations and methodological consistency (using our in-house valuation experts) of the estimate reports prepared by the external experts;
critical assessment of the assumptions and estimates made by the Parent Company's Management Board to determine the recoverable value, for example:
the forecast period of future cash flows based on cash-generating units’ approved budgets, which the impairment testing covered, and the budgeted production volumes, revenues, operating margins and future restitution/capital expenditures;
the applied price trends in metal prices and the USD/PLN exchange rate;
the used discount rate (based on the weighted average cost of capital);
the residual value, including the residual growth/decline rate after the forecast period.
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these assets;
- the recoverable value of the Victoria Project was determined at PLN 1 259 million (USD 320 million), i.e. lower than the carrying amount of the asset under review, hence justifying the recognition of an impairment loss of PLN 424 million (USD 108 million) on this assets;
Disclosures of the impairment of non-current assets are presented in Part 3 of the consolidated financial statements (Note 3.1).
As at 31 December 2023, the Group reported nil as the carrying value of the investment in the joint venture Sierra Gorda S.C.M. In 2023, the estimated forecast cash flows increased in the case of the Sierra Gorda S.C.M. assets, which affected the valuation of loans given to the joint venture as at 31 December 2023 (key audit matter 'Valuation of financial assets unders loans given the joint venture Sierra Gorda S.C.M.), but did not result in a reversal of the previously recognised impairment loss on the joint-venture investment. Related disclosures are presented Note 6 to the consolidated financial statements.
Given the inherent risk of uncertainty involved in such material judgment and estimates of the Parent Company’s Management Board performed when calculating the recoverable value of the assets tested for impairment, we considered this to be one of the key issues in our audit.
assessment of the assumptions sensitivity analysis performed by the Management Board;
assessment of the correctness and completeness of the disclosures regarding the assessed recovery potential of non-current assets and the related material judgements made.
Fair value measurement of derivatives and hedge accounting
The Group is party to derivative transactions that involve prices, interest rates, exchange rates and their changes over time. The derivatives are described in Note 7.2 of the consolidated financial statements.
The value of financial assets under open derivatives was PLN 993 million as at 31 December 2023, including PLN 518 million in hedge accounting.
Our testing procedures included in particular:
assessment of the compliance of the Parent Company's accounting policies (derivative initial recognition and measurement) with the relevant financial reporting standards;
clarification of the Parent Company's hedging policy adopted against the volatility risk in metal prices, interest rates and exchange rates;
clarification and assessment of the derivative valuation process, including the adopted
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The value of financial liabilities under open derivatives was PLN 701 million as at 31 December 2023, including PLN 190 million in hedge accounting.
The Group uses cash flow hedge accounting.
According to the Parent Company's accounting policy, derivatives are measured at fair value at each balance sheet date or settlement date. For instruments that hedge future cash flows, gains and losses arising from fair value changes of the instrument (the part recognised as the effective hedge) are recognised in other comprehensive income and accumulated in the reserve from financial instruments revaluation for as long as the hedged transactions affect profit or loss.
At 31 December 2023, the balance of other comprehensive income from the valuation of hedging derivatives was PLN 510 million (including deferred tax).
Estimating the fair value of derivatives and the effectiveness of the established hedging relationships is an area that requires a significant estimates by the Management Board as to future metal prices, interest rates and exchange rates, and involves the use of an appropriate instrument valuation model .
Considering the inherent risk of uncertainty related to significant estimates made by the Management Board, as well as the materiality of the impact of these transactions on the consolidated separate financial statements, we considered this to be a key audit matter.
methodology and the sources of market and unobservable inputs;
verification of a selected sample for certain key parameters of selected derivatives versus external data from outside the Group;
independent fair value valuation of all open derivatives (as at the balance sheet date), using our in-house valuation experts, and their comparison with the valuation performed by the Group. Assessment of any differences in the fair value measurement of derivatives between PwC's valuations and those prepared by the Group. Where the results obtained differed from those calculated by the Parent Company's management, we assessed whether the differences were within acceptable ranges considering the estimates of future metal prices, interest rates, exchange rates used in the valuation;
verification by our in-house valuation experts of the proper application of hedge accounting, correct determination of the effective hedge part of an instrument, and performance of qualitative hedge effectiveness tests, as well as verification how effective and ineffective parts were established;
verification of the disclosures included in the consolidated financial statements for their compliance with the relevant financial reporting standards.
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Responsibility of Management Board and Supervisory Board for consolidated financial statements
The Parent Company's Management Board is responsible for preparing the annual consolidated financial statements that give a true and fair view of the Parent Company’s financial position and results of operations in accordance with the IFRS adopted by the European Union, the adopted accounting principles, and the regulations of the law applicable to the Group and the Parent Company’s articles of association, and for such internal control as the Management Board determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent Company’s Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Parent Company’s Management Board and members of its Supervisory Board are obliged to ensure that the consolidated financial statements comply with the requirements specified in the Accounting Act of 29 September 1994 (“Accounting Act”). The members of the Supervisory Board are responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these consolidated financial statements.
The scope of the audit does not include an assurance on the Group’s future profitability nor the efficiency and effectiveness of the Parent Company’s Management Board conducting its affairs, now or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements , whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control ;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent Company’s Management Board;
conclude on the appropriateness of the Parent Company’s Management Board use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s
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ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern ;
evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation ,
we obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group’s audit, and we are exclusively responsible for our audit opinion.
We communicate with the Audit Committee, among other issues, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit .
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated to the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication..
Other Information, including the Report on the activities
Other information
Other information consists of:
joint report on the activities of the Parent Company and KGHM Polska Miedź S.A. Group (“Group”), in which KGHM Polska Miedź S.A. is the dominant Parent Company, for the financial year ended 31 December 2023 (“ the joint Report on activities "), together with a statement on the application of corporate governance and a statement of the Company and the Group on non- financial information referred to in art. 49b sec. 1 and art. 55 sec. 2b of the Accounting Law, which are separate parts of this joint Report on activities ;
consolidated report on payments to the public administration;
other documents comprising the Annual Report for the financial year ended 31 December 2023
(together "Other information").
Other information does not include the financial statements and our auditor’s report thereon.
We obtained the Annual Report before the date of this audit report, except for the Report of the Supervisory Board on the results of the assessment of the separate financial statements, and the Statement of the Supervisory Board regarding the Audit Committee, which will be available after this date .
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Responsibility of the Management and Supervisory Board
The Management Board of the Parent Company is responsible for the preparation of the Other Information in accordance with the law.
The Parent Company’s Management Board and the members of the Supervisory Board are obliged to ensure that the Joint Report on the Parent Company’s and Group’s activities and a separate Consolidated report on payments complies with the requirements of the Accounting Law.
Registered auditor’s responsibility
Our opinion on the consolidated financial statements does not cover the Other Information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the information in the consolidated financial statements, our knowledge obtained in our audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified a material misstatement in the Other Information, we are obliged to inform about it in our audit report. In accordance with the requirements of the Law on the Registered Auditors, we are also obliged to issue an opinion on whether the Joint Report on the activities has been prepared in accordance with the law and is consistent with information included in annual stand-alone and consolidated financial statements.
Moreover, we are obliged to issue an opinion on whether the Parent Company and the Group provided the required information in its corporate governance statement and to inform whether the Group prepared a separate report on non-financial information.
Statement on the Other information
We declare, based on the knowledge of the Parent Company and the Group and its environment obtained during our audit, that we have not identified any material misstatements in the joint Report on the operations of the Parent Company and the Group and the remaining Other information which we obtained before the date of this audit report.If we identify a material misstatement in list the elements of the Consolidated Annual Report which were not obtained by the date of this report, we are obliged to inform the Parent Company’s Supervisory Board of this fact.
Opinion on the Joint Report on the activities
Based on the work we carried out during our audit, in our opinion, the Joint Report on the Parent Company’s and Group’s activities:
has been prepared in accordance with the requirements of Article 49 of the Accounting Act para. 70 and 71 of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and conditions for considering as equivalent the information required under the legislation of a non-Member State (“Regulation on current information”),
is consistent with the information in the stand-alone and the consolidated separate financial statements.
Opinion on corporate governance statement
In our opinion, in its corporate governance statement, the Parent Company and the Group included information set out in para. 70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance statement are consistent with the applicable provisions of the law and with information included in the stand-alone and the consolidated separate financial statements.
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Information on non-financial information
In accordance with the requirements of the Act on the Registered Auditors, we confirm that the Group has prepared a statement on non-financial information referred to in Article 49b(1) and Article 55(2b) of the Accounting Act as a separate section of the Report on the operations.
We have not performed any assurance work relating to the separate report on non-financial information and we do not provide any assurance with regard to it.
Report on Other Legal and Regulatory Requirements
Report on the compliance of the marking up of consolidated financial statements with the requirements of the European Single Electronic Format (“ESEF”)
In connection with the audit of consolidated financial statements we have been engaged by the Parent Company’s Management Board ( under the contract for the audit of the separate and consolidated financial statements) to conduct a reasonable assurance engagement to express an opinion whether the consolidated financial statements of the Group as at and for the year ended 31 December 2023 prepared in the single electronic format contained in the file named [G30CO71KTT9JDYJESN22- 2023-12-31-pl] , (the “consolidated financial statements in the ESEF format”) was marked up in accordance with the requirements in the article 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”).
Description of a subject matter and applicable criteria
The consolidated financial statements in the ESEF format were prepared by the Parent Company’s Management Board to comply with the technical requirements regarding the specification of a single electronic reporting format and marking up, which are set out in the ESEF Regulation.
The subject matter of our assurance engagement is the compliance of the consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation and the requirements of this regulation, in our view, constitute appropriate criteria to form a reasonable assurance conclusion.
Responsibility of the Management Board of the Parent Company and the Supervisory Board
The Parent Company’s Management Board is responsible for the preparation of the consolidated financial statements in the ESEF format in accordance with the technical requirements regarding the specification of a single electronic reporting format which are set out in the ESEF Regulation. This responsibility includes the selection and application of appropriate markups in iXBRL using taxonomy specified in the ESEF Regulation. The responsibility of the Management Board also includes designing, implementing and maintaining internal controls relevant for the preparation of the consolidated financial statements in the ESEF format which are free from material non-compliance with the requirements of the ESEF Regulation and their marking-up in compliance with these requirements.
Members of the Parent Company’s Supervisory Board are responsible for overseeing the financial reporting process, which also includes the preparation of the consolidated financial statements in accordance with the format that is compliant with legal requirements.
Our responsibility
Our objective was to express an opinion, based on the conducted reasonable assurance engagement, whether the consolidated financial statements prepared in the ESEF format were marked up, in all material respects, with the requirements of the ESEF Regulation.
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We conducted our engagement in accordance with the National Standard on Assurance Engagements other than Audit and Review 3001pl - audit of financial statements prepared in the single electronic reporting format (“KSUA 3001pl”) and where relevant with the National Standard on Assurance Engagements 3000 (R) in the wording of the International Standard on Assurance Services 3000 (Revised) - ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’ as issued by the National Council of Statutory Auditors (“KSUA 3000(R)”). These standards require that we comply with ethical requirements, plan and perform procedures to obtain reasonable assurance whether the consolidated financial statements in the ESEF format were marked up, in all material respects, in compliance with the specified criteria.
Reasonable assurance is a high level of assurance, but it does not guarantee that the engagement performed in accordance with KSUA 3001pl and KSUA 3000 (R) will always detect the material misstatement (significant non-compliance with the requirements).
The selection of the procedures depends on the auditor's judgement, including the auditor's assessment of the risk of material misstatements, whether due to fraud or error. In performing the assessments of this risk, the auditor shall consider the internal control related to the preparation of the consolidated financial statements in the ESEF format and its marking-up in order to plan appropriate procedures to provide the auditor with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the internal control system was not carried out in order to express an opinion on the effectiveness of its operation.
Quality management and ethical requirements
We apply the provisions of the National Standard on Quality Control 1 in the wording of the International Standard on Quality Management (PL) 1 – “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” as issued by the International Auditing and Assurance Standards Board and adopted by the resolution of the Council of the Polish Audit Supervision Agency. This standard requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants as adopted by resolution of the National Council of Statutory Auditors, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
Summary of the work performed
Our planned and performed procedures were aimed at obtaining reasonable assurance whether the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the applicable requirements. Our procedures included in particular:
obtaining an understanding of the process of preparation of the consolidated financial statements in the ESEF format, including the process of selection and application by the Group of the XBRL tags and ensuring the compliance with the ESEF Regulation, including understanding the mechanism of the internal control system related to this process;
comparison of a selected sample of labels used in the consolidated financial statements in ESEF format versus to the audited consolidated financial statements;
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assessment of the compliance with the technical standards of the uniform electronic reporting format, including the use of XHTML format ;
assessment of the complete XBRL tag labelling of information used in the consolidated financial statements;
assessment of the appropriate use of XBRL tags defined in the ESEF Regulation taxonomy and the use of any taxonomy extensions in places where the fundamental taxonomy under the ESEF Regulation does not specify any appropriate elements;
assessment of the correct anchoring of the applied taxonomy extensions according to the fundamental taxonomy under the ESEF Regulation.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Conclusion
In our opinion, based on the procedures performed, the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the requirements of the ESEF Regulation.
Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services we have provided to the Parent Company and entities controlled by it within the European Union are in accordance with the applicable laws and regulations in Poland and that we have not provided any non-audit services prohibited under Article 5(1) of the EU regulation and Article 136 of the Law on Registered Auditors.
Such non-audit services we provided to the Parent Company and its controlled entities within the European Union during the audited period are listed in Note 3.3 in the joint Report on activities.
Appointment
We have been nominated to audit the annual separate and consolidated financial statements of the Parent Company and the Group by virtue of the resolution of the Parent Company's Supervisory Board, dated 22 October 2021, for a period of 3 years, i.e. 2022-2024. We have been auditing separate and consolidated financial statements of the Parent Company and the Group continuously since the financial year ending 31 December 2019, i.e. for 5 consecutive years.
The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered Audit Companies with the number 144., is Rafał Matusiak.
Rafał Matusiak
Key Statutory Auditor
No. in the registry. 13858
Wrocław, 23 April 2024