KGHM Polska Miedz S.A. (KGH) Earnings Call Transcript & Summary

Welcome, ladies and gentlemen. My name is Agnieszka Winnik-Kalemba. I'm the Chairwoman of the Supervisory Board of KGHM. I will be chairing the meeting of the Extraordinary General Meeting of KGHM until we appoint the Chairman of the meeting. Welcome ladies and gentlemen, welcome to our shareholders, representatives of the media and my colleagues from the Supervisory Board, members of the Management Board, Marek Swider, Marek Pietrzak and Jerzy Paluchniak; the President, as well as the employees of the company who assists us in this meeting. The minutes will be made by [indiscernible]. I now request for nominations for the Chairman of the Extraordinary General Meeting of the company. Welcome, Andrzej Leganowicz, a shareholder entitled to participate in today's Extraordinary General Meeting. I nominate myself for the Chairman of the meeting, and I make a declaration that I shall chair the meeting in case I'm appointed. Are there any other nominations? No. Thank you. We have one candidature, Mr. Andrzej Leganowicz, to chair the Extraordinary General Meeting of the company. I will now ask the representative of programmer company who is assisting the Extraordinary General Meeting to instruct us on how to use the terminal. The green button is about for, the red against, and there's abstention. You should approach this terminal to NFC reader. You'll receive the information that your vote has been cast. And information -- if it's not a secret ballot, you'll get information how you voted. And if it's a secret ballot, you will not get that information. Are there any questions on this? Thank you very much. I'll now commence the secret ballot on who is going to be the Chairman of the Extraordinary General Meeting. Is it going to be Mr. Andrzej Leganowicz? Please cast your vote now. [Voting]

Everybody voted -- has everybody casted their votes now? Let me ask again. Has anyone voted -- has everyone voted already? We still hear the terminals, so let's wait. Thank you very much, close the voting. And can we have the voting results, please? Thank you very much. In the vote on the Chairman of the Extraordinary General Meeting participated 127,232,549 votes. Votes for 126,044,135 votes. Votes against 1,188,414 votes. Mr. Andrzej Leganowicz has hereby being elected the Chairman of this Extraordinary General Meeting. And now I will pass the floor to him and ask him to chair the meeting.

Thank you very much for entrusting me in the role of the President of the Extraordinary General Meeting of KGHM. This presence list that was signed by the Chairman of the Extraordinary General Meeting. It's going to be at your disposal. Those of you who would like to read the content of this document, you can do so until the extraordinary meeting ends. While electing the extraordinary agile meeting chairman, we have completed the point numbers two, and then the number three, so confirmation of the legality of covering the Extraordinary General Meeting and its capacity to adopt resolutions. I would like to say that this meeting has been convened legally and the document has been placed on the website of KGHM Polska Miedz S.A. under the website of KGHM S.A., on the 2nd of October and was there until today. And that announcement complies with the legal regulations point #402, the company has sent the current report on the content of this statement which means that the financial instruments can be introduced on the market on the 2nd of September, the company has sent a document, all the relevant documents. The documents that were presented to the Extraordinary General Meeting have been provided legally, and that's all done lawfully. The commercial partnership with company code. This meeting has been convened as part of the Article 4 of the company's code. The meeting has been gathered lawfully 407, Paragraph 1, according to paragraph 25, Part 1 of the statutes. This extraordinary meeting can make resolutions if 1/4 of the share capital is present. And currently, the following shares are present. The number of shares who are represented or present here is 557. So 557 shareholders are here physically or represented by their representatives. The number of shares that they dispose of is now 127,232,550. Out of those shares, we can execute the same number of votes. The present capital is 63.616% of the present share capital, which means that the quorum is represented in the room. I would like to inform you that today's meeting takes place with no possibility to use remote devices. So everybody has to be present here physically or represented. The regulations of the extraordinary shareholder meeting does not allow to vote by correspondent. So today's meeting has been convened lawfully and can adopt resolutions that are part of the agenda today. Are there any representatives of the media in the room? If so, can you please introduce yourselves.

Maciej Wisniewski, Lubin24.

[indiscernible].

Piotr Dziurman, reporter Photo agency.

Tomasz Józwiak, [indiscernible] portal.

Thank you very much. Any of the shareholders who is present here or represented would like to make any objections relating to the presence of the media in this room. As I see, there are no restrictions or objections to that, thank you. I would like to inform you that the Chairman of the Extraordinary Meeting has received this notion acting on behalf of the investment funds and investment funds that have been listed here are namely, I'll read them PEKAO PPK 2025, PEKAO PPK 2030, PEKAO PPK 2035, PEKAO PPK 2040, PEKAO PPK 2045, PEKAO PPK 2045, PEKAO PPK 2050, PEKAO PPK 2055, PEKAO PPK 2060, separated within the special investment fund inscribed in the list of the investment funds and the sustainable funds of sustainable growth. Active selection listed as part of the investment fund inscribed in the list of the investment funds as [ 393 ] that is managed by PKO association of the investment funds Marynarska 15, 02-674 Warsaw, herein after refer to as shareholder acting on behalf of the listed shareholders of KGHM Polska Miedz S.A represented and managed by PKO. The association of the Investment Funds seated in Warsaw at Marynarska 15, 02-674, Warsaw. Enlisted in the commercial code of the capital city of Warsaw on 13th commercial division under the number of KRS tax identification number. Share capital of 50,504,000, herein after called as the society would like those shareholders to participate in the meeting convened for the 7th of October 2022 at 1 in the seat of the company and execute right to vote out of the shares that they have. The association indicates that they are -- that they comply with the material conditions to participate in the Extraordinary General Meeting as of the 21st of September of 2022, and they are the owners of 354,563 shares of the company in the deposit of PKO S.A. to confirm that the shares by the shareholders. As an annex, we would like to confirm it with a document issued by PKO S.A. as of the 21st of September 2022. At the same time, the top of this form would like to indicate that if positive the shareholders will be represented during the extraordinary meeting and the original the document will be submitted by the representative of the association in situ. Briefly, I'm going to tell you what happened. As a consequence, this document was submitted to the Chairman of Extraordinary Shareholder Meeting. The meeting has been convened and the statement that was published that this meeting is going to take place defined the way that the right is required to participate in this General Supervisory Board Meeting and in the text, it is described in point #4 and 5 of this statement. The procedures defined by the Management Board are grounded in the regulations of the commercial code and are formulated in a very clear way. So we should assume that the Management Board to participate in this Extraordinary General Meeting was reflected in the content of the document that includes a very clear description of the method of participation and the list of the authorized people was created based on the list that was sent to the company a week before this meeting. On that list, the shareholders were not included and these are the shareholders that would like to be permitted to take part in this meeting. I would like to strongly underline in this place that these procedures that were indicated are the procedures that are the only precise by the law that allow us to clearly identify who is the circle group of the people who are permitted to participate in this assembly. And the Management Board did that with no doubt. The shareholder wants to participate in this general assembly meeting indicating that they fulfill the material grounds and that they testify that they are part of the different companies at the record date of the 21st of September 2022. And I would like to point out now that this statement of deposit was defined in the context of Article 9, Paragraph 2 in the turnover of financial documents where it is indicated that this certification does not serve to confirm that this shareholder can participate in the general assembly meeting. I'm not going to decide upon the situation. I would like to just underline that regulations that are included in the content of Paragraph 4, Paragraph 3 of the general assembly meeting that provides for making an appeal to participate in the general assembly meeting and the general assembly makes a decision upon that. And that's my intention. The information that I have passed on to you is to allow you to be aware of the situation. So the shareholder wants to participate in this meeting are meeting the procedures that are included in Article 461 commercial code and the procedures were described in the text of the announcement about this meeting to be held. So I would like to vote on the resolution of the general assembly meeting whether you would like to allow in this general assembly meeting, the shareholders listed all the sub-funds that would like to be part of the general assembly meeting represented by PKO Towarzystwo Funduszy Spólka Akcyjna, if the decision of the general assembly is going to be positive. So if this resolution is going to be adopted the presence list of today's general assembly meeting and subject crop will be corrected in a way that the shareholder or the shareholders with the package of shares will be added to the IT group and the presence list. First of all, we shall vote on the resolution to allow the shareholders to participate in the general assembly meeting. So now the technical question. Do the proxies need time to define how this resolution should be adopted? How to vote? 10 minutes of break. Okay. So no more proposals. I would like to announce 10 minutes of break for technical purposes, and then we'll move on. [Break]

I understand that we can resume our meeting. Does anyone who needed to consult their decisions on the voting procedure did have time to do it? Yes. I hereby resume the meeting of the Extraordinary General Meeting of the company and voting on acceptance of the participation of 12 sub-funds PKO Spólka Akcyjna with the headquarters in Warsaw. Let me read the resolution. It will be the resolution number, this will be 30/2022 on the 7th of October 2022. Allowing to participate in the extraordinary general meeting of KGHM on the 7th of October 2021, based on Article 4.5 of the statute. The following shareholders are accepted and allowed to participate in the Extraordinary General Meeting, and then we will have the 12 sub-funds who were presented before, represented by the PKO in Warsaw. So do you have any reservations, any comments? This ballot will not be secret. Simple majority. Please vote now I open the voting. [Voting]

Has everybody cast their votes? If you need more time, please let us know. But I understand that everybody was able to cast their vote, I close the voting, and we wait for the results. The result of the growth both cast for, 89,658,587. Vote against, 0. Abstentions, 37,573,962. Total number of votes, 127,232,549 votes. The resolution on the acceptance of the participation of shareholders represented by Pekao Towarzystwo Funduszy Inwestycyjnych Spólka Akcyjna in Warsaw has been adopted. The correction of the IT database for voting procedures will probably take about 10 minutes. Let's have a short 10-minute break. It's 1:36. Let's meet at 1:46. So please be here on time. [Break]