KGHM Polska Miedz S.A. (KGH) Earnings Call Transcript & Summary
January 20, 2026
Earnings Call Speaker Segments
Aleksander Cieslinski
executiveGood morning. My name is Aleksander Cieslinski. I'm the Chairperson of the Supervisory Board of KGHM Polska Miedz S.A. I will be convening of -- heading this Extraordinary General Meeting herein after EGM up until the point we elect the Chairman of the meeting today. So I hereby open today's EGM. And first, I would like to welcome all the shareholders and proxies of shareholders Particularly, I would like to welcome the members of the authorities of the company because it is -- thanks to them, their work, thanks to the current composition of the management and authorities. It attains these high results. I would also like to welcome the members of Supervisory Board, Mr. [indiscernible]. Mr. [indiscernible] and Mr. Darowski. Welcome members of the Management Board, Chairman, Mr. Szydlo; Deputy Chairman for Corporate Affairs, Piotr Stryczek; Deputy Chairman for Financial Affairs; Mr. [indiscernible]; Deputy Chairman for Developmental Affairs, Mr. Bryja; and Deputy Chairman for production, Mr. Laskowski. I would also like to welcome the representatives of the media and employees of the company. Let me inform you that the protocol of today's EGM is going to be conducted by notary [indiscernible]. So right now, we need to proceed to election of the Chairman of today's EGM. Would the candidates, please raise their hands to be the chairperson of today's EGM. There is 1 hand raised.
Andrzej Leganowicz
attendeeMy name is Andrzej Leganowicz, shareholder entitled to participate in today's meeting. I hereby offer myself as the Chairperson of today's EGM and I will take this position if selected.
Aleksander Cieslinski
executiveAny other candidates? If not, let me inform you that only 1 candidate was shown to the chairperson of today's EGM. Before we start the procedure, I would like to ask the representative of Programmer Company to tell us about the voting terminals and how to operate them. Welcome, ladies and gentlemen, the registration, you got 3 tags. Green, vote for. Red, against and yellow, abstain. Once the voting is started, you wait for the display, the blue display. And then you close the tag to the NFC reader. After the vote was given, was cast, you will get the information. If it's an open ballot, you will get the information who casted the ballot. If it's secret ballot, then you will just get the information that the vote was cast. Right now, let's start a trial voting. Just to check if everything works correctly if you see the blue screen on the display, you can touch the screen with your tags. I hope everything is okay. So let's close the vote, the trial vote. Okay. So I hereby open the secret ballot regarding the election of the Chairman of the Extraordinary General Meeting of KGHM Polska Miedz S.A. to be Mr. Andrzej Leganowicz. Let's start the vote now. Has everyone cast their vote. If so, I hereby close the vote. And please let's display the results. Ladies and gentlemen, results are as follows: regarding the election of the Chairman of the Extraordinary General Meeting, 139,380,438 votes were cast. Votes for, 138,315,292. Against, 1,065,146. No votes abstained. As a result of the secret ballot, Mr. Andrzej Leganowicz has been selected as Chairman of the Extraordinary General Meeting of KGHM Polska Miedz S.A. So I hereby give them the floor.
Andrzej Leganowicz
attendeeThank you very much for choosing me. I hereby accept my position. I'm signing the attendance list first and foremost. The list was signed by the Chairperson of today's EGM, and it is presented for your viewing, for the shareholders viewing for the time of the meeting. If you need to have a look at it, you may do so by the end of today's meeting. By selecting the chairperson of today's EGM, we have conducted Point 2 of the agenda. Now Point 3 is confirming the legality of convening today's EGM and its capacity to adopt resolutions. And I would like to inform you that today's EGM is happening on request appointed by the Treasury of State on the 17th of December 2025, and the EGM was announced on the website of KGHM Polska Miedz S.A. on the address www.kghm.com, on 22nd of December 2025, and it was kept there up until today. The content of the announcement fulfills the conditions defined in proper provisions of the code of commercial companies. The report was sent by the company on 22nd of December 2025, in line with the resolutions on public offers and conditions of introducing financial instruments to organized system -- commercial system and public companies report 33/2025. And in the report, 34/2025, the company sent the draft resolutions presented today -- at today's EGM. The documentation was presented on the website of the company at the address www.kghm.com. And the entire set of documents fulfills the requirements defined in proper articles of the code of commercial companies and the documentation is kept there up until today. Let me just inform you that from the moment of appointing today's EGM, there were no request of broadening the agenda. And in the form of relevant articles of the code of commercial prudent companies there were no requests in this result. And the same shareholder appointed 4 candidates for the company's Supervisory Board and the company informed that in the current report, #2/2026 published on the 16th of January 2026. And in the report, the company informed of appointing the following candidates [indiscernible] and Mr. [indiscernible] to the Supervisory Board. And the report also included the biographical notes of the candidates. Let me just inform you that the list of those authorized to participate in today's EGM has been compiled in line with relevant provisions of the code of commercial companies and in line with the relevant provisions of the company statute. The EGM may appoint resolutions provided that there are at least 1/4 of the share capital represented. And the current attendance is 738 shareholders present both here or represented by proxies, the number of represented shares is 139,380,439. The capital represented is 69.69% or 69.7%. So I hereby stated that we have the quorum to adopt resolutions in today's EGM. The attendance may change during today's EGM, if you would like to leave the room with not -- and not continue their attendance. Please note that fact on the attendance list and please also let the technical operators know about that. And then we will amend the attendance list and the voting procedure. Today's EGM has been appointed without the possibility of remote participation. All the votes are going to be conducted directly by those who are present here. The regulations of general meetings does not provide for the voting by letters. So let me hereby 1 more time state -- confirm the legality of convening the EGM and its capacity to adopt resolution within the agenda that was published. Let me just also inform you that the -- today's EGM is also broadcasted online, and there are representatives of media present here, please. Can you introduce yourselves?
Unknown Attendee
attendee[indiscernible]
Unknown Attendee
attendeeUnknown Attendee Lubin 24.
Unknown Attendee
attendeeRadio Elka.
Unknown Attendee
attendeePolish [indiscernible].
Unknown Attendee
attendeeLubin.pl portal.
Andrzej Leganowicz
attendeeWe also have a photographer with us.
Unknown Attendee
attendee[indiscernible] portal.
Andrzej Leganowicz
attendeeThank you very much. Would any of the proxies or shareholders would like to present their concerns in terms of the presence of the media representatives here in the room during our today's EGM? I don't see any. Then it means that we have conducted the third point of the agenda. So in terms of confirmation of the legality of convening the EGM and its capacity, the resolutions. Number 4, acceptance of the agenda. Let me present the agenda in the part that has not been completed. Point 5, changes to the composition of the Supervisory Board of the company. Number 6, adoption of a resolution of covering cost of convening and holding the EGM. And Point #7 is closing of the Extraordinary General Meeting. Has anyone -- does anyone have any remarks to the agenda presented in a way or suggestions about the way of its commencing? If you have so, please let us know. I don't see any. So the -- then resolution content is the resolution number, next number/2026 of the Extraordinary General Meeting of KGHM Polska Miedz S.A. dated 20th of January 2026 regarding the acceptance of the agenda of the Extraordinary General Meeting of KGHM Polska Miedz S.A. Point 1, the EGM of KGHM Polska Miedz S.A. hereby accepts the following agenda. And here is the agenda containing 7 points, partially already done and known. And then Point 2, the resolution comes into force upon its adoption. Any remarks regarding the proposed content of the resolution? I don't see any. Are we ready to start the vote? If so, I will open the vote now. Please cast your votes. The voting is open by majority. [Voting]
Unknown Attendee
attendeeI would like to ask people who have proxies or proxies, please let us know that you finished voting. So I'm closing the vote, and let's see the results. 139,380,438 votes were casted, that were valid, the 138,315,292 votes for. Against, 1,065,146. Abstained, 0. So this resolution has been adopted. Let's move on to Point 5 of the agenda. We have the changes of the composition of the Supervisory Board of the company. We proposed 2 resolutions. These are of dismissals of a member of Supervisory Board. The second is about appointments of the member of Supervisory Board. So I will present to you both sections. So now about dismissal. In Paragraph 1, the Extraordinary General Meeting of KGHM Polska Miedz S.A. dismisses from the composition of the Supervisory Board of KGHM. Of course, we provide here the name and surname. And Section 2, the resolution comes into force upon its adoption and justification, we have also here the appointment of a member of the Supervisory Board of KGHM Polska Miedz S.A. Here, we have the name and the surname of the person appointed to the Supervisory Board. And Section 2, information that the resolution comes into force upon its adoption. So first of all, I would like to create a list of motions regarding dismissals from the Supervisory Board of KGHM Poland. So I have a question to you to proxy to stakeholders, are there any propositions to do so? Okay. We have the [indiscernible] proxy of the State Treasury. I would like to dismiss from the Supervisory Board, the following people: Mr. Aleksander Cieslinski, Mr. Tadeusz Kocowski, Mr. [indiscernible] and Mr. Dominik Januszewski.
Andrzej Leganowicz
attendeeThank you -- are there any other proposals of dismissals from the supervisory board? No other proposals. So let me close the list of motions regarding the missile of members of Supervisory report and summarize it. There was a motion to dismiss Mr. Aleksander Cieslinski, Mr. Tadeusz Kocowski, and Mr. Dominik Januszewski. The question to proxies, do you need break to consulted with your stakeholders. Unknown Attendee We need 10 -- 15-minute break to consult it with our clients. Yes, let's have a 15-minute break. It's 11:23, let's say, 11:20, so let's meet at 11:40. So please keep the time regime. And here, we are having the break. [Break]
Andrzej Leganowicz
attendeeSo as I assume that you decided on the voting type, please inform all the people that are outside that we are going to have the meeting that is going to be convened again. So please take your seats. So I reconvene EGM of Polska Miedz [indiscernible]. So we are now -- a dismissal of member of the Supervisory Board. So there was a motion to dismiss from the Supervisory Board for people. The voting will be held in secret ballot in the alphabetical order, and we will vote each person 1 by 1, who are or not going to be dismissed. So the first voting is about dismissal of a member of the Supervisory Board, Mr. Aleksander Cieslinski. We have Section 1 of the Extraordinary General Meeting of KGHM Polska Miedz S.A. dismisses Mr. Aleksander Cieslinski from the composition of the Supervisory Board of KGHM. Section 2, the resolution comes into force upon its adoption. Are there any remarks on the voting type? No. So the voting is going to be secret. Please vote and do it now. [Voting]
Andrzej Leganowicz
attendeeHave all people were able to cast the vote. If yes, I'm closing the voting and let's see the results. A total of 139,380,438 votes were cast. For, 67,508,770. Against, 42,837,762 votes. Abstained, 29,033,906. I will remind you that the resolution of the Extraordinary General Meeting of KGHM are done or assumed in the majority of votes, general majority. So we looked at for and against votes. And I now declare that this resolution was adopted. Another resolution is about dismissal of [indiscernible]. Part 1, Section 1, the Extraordinary General Meeting of KGHM Polska Miedz dismisses Mr. [indiscernible] from the composition of the Supervisory Board Section 2, the resolution comes into force upon its adoption. Here, we are going to have a secret ballot. Let's vote. [Voting]
Andrzej Leganowicz
attendeeHave you all cast your votes? If yes, I'm closing the voting and let's see the results. A total of 139,038,438 valid votes were cast. For the resolution 76,508,770. Against the resolution 42,837,762. And abstained, 29,033,906 votes were cast. So I hereby declare that this resolution was adopted in the secret ballot. Another resolution is about dismissal of Mr. Januszewski. The Extraordinary General Meeting of KGHM Polska Miedz dismisses from the composition of the Supervisory Board, Mr. Dominik Januszewski. Section 2, the resolution comes into force upon its adoption. So please let's have a vote. It's going to be a secret ballot. [Voting]
Andrzej Leganowicz
attendeeHave you been able to cast your vote, if yes, I'm closing the ballot and let's see the results. A total of valid votes, 139,380,438. Votes for the adoption, 67,508,770. Against the resolution, 42,837,762 votes. And abstained, 29,033,906 votes. So I hereby declare that the resolution in the secret ballot was adopted. Another Resolution is about dismissal of Mr. Tadeusz Kocowski from the Supervisory Board. Section 1, the Extraordinary General Meeting of KGHM Polska Miedz S.A. dismisses from the composition of the Supervisory Board of KGHM Polska Miedz S.A., Mr. Tadeusz Kocowski. Section #2. This resolution comes into force upon its adoption. So please let's vote in the secret ballot. [Voting]
Andrzej Leganowicz
attendeeHave you been able to cast your votes? Okay. Yes, I'm closing the ballot and let's see the results. A total of valid votes, so 139,380,438. Votes for the resolution, 67,508,770. Against the resolution, 42,837,762. And abstained votes, 29,033,906. So I hereby declare that the resolution was adopted in the secret ballot. Ladies and gentlemen, now we have another situation, 10 people -- 10 members of Supervisory Board. Now we -- because we dismissed, we have 2 vacancies. According to the statute and to the previously adopted resolution in 2014, the resolution of the Supervisory Board declared that the number of Supervisory Board should be -- of the general meeting should -- from 2014 declared assumed the same number of the people, the same composition of general meeting from 7 to 10. Now we have only 6 people. So we need to appoint at least 1 person. We have 4 candidates. Are there any other candidates besides that, that you would like to propose.
Aleksander Cieslinski
executiveI don't see any. So the list of candidates is being closed right now. Let me summarize those candidates right now. In alphabetical order, Mr. Zbigniew Cwiakalski; Mr. Remigiusz Paszkiewicz; Mr. Artur Ulrich; and Mr. Lukasz Zelewski. Let me inform you that all the candidates have expressed their agreement to become candidates have been presented the declaration of participation to be appointed as a member of the Supervisory Board, proxy of the of the motion, the submitter. Is there any problem in relation to the statute or the code of commercial procedures or the good practices of companies on the stock market reported on the Warsaw stock market? Any other any statements? Let me say that Mr. Artur Ulrich has presented their statement on independence criteria. And then to confirm the other -- all the 4 candidates, let me just say that all the 4 candidates have been granted the company Board agreement. So in relation to the report, the technical break used for confirming with the clients by proxies is not needed since the candidates were known before. So let's start and let's move on with the votes. It's going to be in the alphabetical order, one by one, of course. The first one is going to be regarding the appointment of Mr. [indiscernible], of a member of the Supervisory Board. The resolution reads as follows: Section 1, the Extraordinary General Meeting of KGHM Polska Miedz S.A. appoints Mr. [indiscernible] to the composition of the Supervisory Board of KGHM Polska Miedz S.A. Section 2, the resolution comes into force upon its adoption. I'm hereby opening the secret vote on this resolution. Please cast your votes. [Voting]
Andrzej Leganowicz
attendeeHas everyone managed to cast their votes? If so, I -- closing the meeting -- the voting, and let's see the results. Ladies and gentlemen, a total votes cast, 139,380,438 of valid votes. Votes for, 83,770,223. Votes against, 42,837,762. And votes abstained, 12,772,453. So the resolution was hereby adopted in the secret ballot. Next, voting pertains to the appointment to the Supervisory Board Mr. Remigiusz Paszkiewicz. Section 1 of the resolution draft is as follows: the Extraordinary General Meeting of KGHM Polska Miedz S.A. appoints Mr. Remigiusz Paszkiewicz to the composition of the Supervisory Board of KGHM Polska Miedz S.A. Section 2, the resolution comes into force upon its adoption. I'm here by opening the vote -- secret vote. [Voting]
Andrzej Leganowicz
attendeeHas everyone managed to cast their votes? If so, I'm closing the vote. And the results, total votes, 139,380,438. Votes for, 83,770,223. Votes against, 42,837,762. Votes abstained, 12,772,453. So I hereby declare that the resolution was adopted in the secret ballot. The next voting regarding appointment of Mr. Artur Ulrich to the Supervisory Board of KGHM Polska Miedz S.A. So let me just inform you that Mr. Ulrich has provided key statement on providing -- or fulfilling the independence criteria mentioned in section -- in the relevant section of the company's statute. So he is appointed to the Supervisory Board as an independent candidate. And the resolution draft is as follows: Section 1, the extraordinary general meeting of KGHM Polska Miedz S.A. appoints, Mr. Artur Ulrich to the composition of the Supervisory Board of KGHM Polska Miedz S.A. And -- let me also clear out the doubts as to the pronunciation and reading the name and then Section 2, this resolution comes into force upon its adoption. I am hereby opening the secret ballot. [Voting]
Andrzej Leganowicz
attendeeHave you managed to cast your votes? If so, I'm closing the voting. Ladies and gentlemen, total votes cast 139,380,438. Votes for, 83,770,223. Votes against, 42,837,762. And votes abstained, 12,772,453. So the resolution has been adopted. The next resolution draft regards Mr. Lukasz Zelewski. Section 1, the Extraordinary General Meeting of KGHM Polska Miedz S.A. appoints Mr. Lukasz Zelewski to the composition of the Supervisory Board of KGHM Polska Miedz S.A. Section 2, the resolution comes into force upon its adoption. I'm hereby opening the secret ballot. [Voting]
Andrzej Leganowicz
attendeeHave you managed to cast your votes? If so, I'm closing the voting. Please display the results. Ladies and gentlemen, total votes cast is 139,380,438. Votes for, 83,770,223. Votes against, 42,837,762. Votes abstained, 12,772,453. So the resolution is hereby adopted in the secret ballot. These are the results on the appointments to the Supervisory Board. And this is the end of Point 5 of the agenda. Point 6 is adopting the resolution regarding covering costs of convening and holding the extraordinary general meeting of KGHM Polska Miedz S.A. The draft of the resolution sounds -- reads as follows: Section 1, the cost of convening and holding the EGM of KGHM Polska Miedz S.A. shall be covered by KGHM Polska Miedz S.A. Section 2, this resolution comes into force upon its adoption. Let me just add that this is -- this resolution is a standard point of the agenda in relation to meetings organized on the request of the shareholder. If there are no comments, let's start the voting regarding convening cost of -- covering cost of convening and holding the Extraordinary General Meeting of KGHM Polska Miedz S.A. Please cast your votes. [Voting]
Andrzej Leganowicz
attendeeHave you managed to cast your votes? If so, I'm closing the voting. Please display the results. The number of votes cast in total, 139,380,438. Votes for, 100,656,797. Votes against, 32,998,932. Votes abstained, 5,724,709. So the resolution has been adopted in an open ballot. And ladies and gentlemen, this is the end of today's agenda of today's EGM. I would like to thank all those who have participated in it. And I'm hereby closing today's EGM of KGHM Polska Miedz S.A. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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