KGHM Polska Miedz S.A. ($KGH)
Earnings Call Transcript · June 9, 2026
Highlights from the call
In the Q1 2026 earnings call for KGHM Polska Miedz S.A., management reported a consolidated revenue of over PLN 36 billion, reflecting a 3% increase year-over-year, while EBITDA surged by 22% to exceed PLN 10 billion. The company also announced a profit of PLN 3.68 billion, up 28% from the previous year. Notably, management signaled a commitment to cost optimization and investment in new shafts, which could enhance production stability and operational efficiency, suggesting potential for future growth. The company maintained its dividend policy, proposing a dividend of PLN 1.5 per share, which is set to be discussed further in the meeting.
Main topics
- Revenue and Profit Growth: KGHM reported consolidated revenue exceeding PLN 36 billion, a 3% increase year-over-year. Profit also rose significantly, with a reported figure of PLN 3.68 billion, marking a 28% increase. Management stated, "cost discipline and operational leverage resulted in an increase of 22% of EBITDA."
- Cost Optimization Initiatives: Management emphasized ongoing cost optimization processes aimed at enhancing efficiency in materials, energy, production, and inventories. They noted, "we made a decision, and we started implementing a cost optimization process that brings us very positive effects."
- Investment in New Shafts: The company announced plans to build three new shafts in the corporate basin area, which management believes will secure production continuity for decades. This strategic investment is expected to stabilize operational activities and enhance production capacity.
- Dividend Policy: KGHM proposed a dividend of PLN 1.5 per share, maintaining its long-term dividend policy despite increased investments. This proposal is set for discussion, indicating management's commitment to returning value to shareholders while balancing growth investments.
- International Asset Performance: Management highlighted the significance of international assets, particularly the Victoria mine in Canada, which contributes nearly half of the EBITDA from international operations. This diversification is viewed as a stabilizing factor for financial performance.
Key metrics mentioned
- Revenue: PLN 36B (vs PLN 35B est, +3% YoY)
- EBITDA: PLN 10B (up 22% YoY)
- Net Profit: PLN 3.68B (up 28% YoY)
- Dividend per Share: PLN 1.5 (proposed dividend for 2025)
- Production Capacity: null (Management indicated plans for new shafts to enhance capacity.)
- International EBITDA Contribution: 50% (from international assets, particularly the Victoria mine.)
KGHM's strong financial performance and commitment to cost optimization and strategic investments position it favorably for future growth. However, environmental and regulatory risks remain a concern that could impact investor sentiment. Investors should monitor the upcoming strategy presentation in July and any developments related to environmental compliance.
Earnings Call Speaker Segments
Operator
OperatorLadies and gentlemen, good morning. Let me tell you that because we have some technical problems, the technical staff has asked us for 15 minutes delay because they need to check various items. So it's now 11. So let's have a break until quarter past 11. We have to wait until then. [Technical Difficulty] Can I have the information from the technical stuff, it's quarter past 11. Can we start? Ladies and gentlemen, we still need 10 minutes, so until 25 past 11. [Technical Difficulty] Ladies and gentlemen, we are ready, but we will wait until 11:25 because I said so and someone might have left the room. So 1 more minute, and we will start.
Unknown Attendee
AttendeesGood morning, ladies and gentlemen. My name is [indiscernible], and I will chair the Ordinary General Meeting of KGHM Polska Miedz S.A. until the election of the Chair of the Ordinary General Meeting of the KGHM. First of all, I would like to welcome the shareholders and their proxies representing shareholders of the company members of the Supervisory Board, Mr. [indiscernible], Mr. [indiscernible], Mr. [indiscernible], as well as the Management Board Remigiusz Paszkiewicz, President of the Management Board; Mr. Piotr Krzyzewski, Vice President of the Management Board for Finance; Mr. Zbigniew Bryjad, Vice President of the Management Board for Development; Mr. Miroslaw Laskowski, Vice President of the Management Board for Production; and Ms. Anna Sobieraj-Kozakiewicz, Vice President of the Management Board for international assets. I would also like to welcome representatives of the media and the company employees. The minutes of this ordinary general meeting of KGHM will be taken by Mr. [indiscernible] by notary sitting beside me. And now let me ask you to put forward candidates for the position of Chair of this ordinary general meeting. Okay?
Unknown Shareholder
Shareholders[indiscernible], I'm a shareholder. I have 1 share [ excusing ] my rights as well. So I submit my candidate from the position of Chair of the ordinary general meeting. If I let I will assume the position.
Unknown Attendee
AttendeesThank you very much. Are there any other candidates? I don't see any. So one candidate has been put forward, Mr. [indiscernible] to be Chair of the Ordinary General Meeting. Before the election of the Chair of the Ordinary General Meeting, I would like to ask a representative of the programmer company to tell the shareholders and the proxies of shareholders about the details of the terminals used in the voting procedure.
Unknown Attendee
AttendeesGood morning. You have received 3 [indiscernible], green, yes. Red, no, against. Yellow, abstention. So if the voting starts, wait for the blue screen, please attach the [ tack ] to the reader. If you vote when you vote, you will see information that the vote has been cast in the open thought with the information what the vote was in the secret ballot, no information. If you have more than 2 sets, you put 1 tag and then you put another tag. Let me suggest a test vote for you to check whether your tags work. So if you have -- if you see, please say yes, please vote, put the tag to the device to the reader. Voting in progress.
Unknown Executive
ExecutivesThe height of the arrow underneath -- have you checked -- have everybody checked whether the device works, so we finished the test vote. The vote has been finished. Thank you very much. Other any questions to you -- are there any questions? No. Thank you. So I hereby start a [ secret ] ballot on the election of the Chair of the Ordinary General Meeting of KGHM. The candidate is Mr. [indiscernible]. [Voting]
Unknown Executive
ExecutivesI can see that some people are still voting, so I'm not closing the vote yet. Thank you very much. Have everybody cast their vote yet? I don't see anyone raising their hand. So I hereby close the vote, and please tell us the results.
Unknown Attendee
AttendeesThank you very much. Ladies and gentlemen, minutes of the secret ballot #1. For the Chair of the Ordinary General Meeting, 141,171,162 votes were cast. All votes were valid for 140,992,158, which constitute 99.8732% of the votes cast, against 179,003 votes, which is 0.12% of all votes cast -- valid votes cast. And there was 1 abstention. So 0%. So the number of shares, 141,171,162 shares and votes on the percentage in the share capital, 70%, 70.58%. So that's the percentage of such. So in the secret ballot, Mr. Andrzej Leganowicz has been elected Chair of this Ordinary General Meeting of KGHM Polska Miedz S.A. and I leave the floor to him, and he will chair this meeting from then on. Thank you very much.
Andrzej Leganowicz
AttendeesThank you very much for electing me. By electing the Chair of the Ordinary General Meeting, we have on the second point of the agenda, point three, confirmation of the legality of convening the Ordinary General Meeting and its capacity to adopt resolutions. First of all, I'm signing the attendance list. Let me inform you that the list signed by the Chair of the Ordinary General Meeting will be submitted for you to view -- for the shareholders to view during this ordinary general meeting. Those of you who need to see the document will have an opportunity to do so until the end of this ordinary general meeting. Moving on to the confirmation of the legality of convening the Ordinary General Meeting. I would like to inform you that this ordinary general meeting have been convened in accordance with the current legal requirements. The announcement was published on the website of KGHM Polska Miedz at www.kghm.com on the 5th of May 2026. And this announcement is still on the website. The contents of the announcement met the requirements specified in the [indiscernible] of commercial company, Article 402 and 17 [indiscernible] 2026, this is the number of the announcement. It was sent on the 5th of May 2026 to the electronic information database in accordance with the legal provisions on the financial instruments on the regulations on public companies. In the report #18/2026, the proposed resolutions have been published resolution submitted to this General Meeting. The documentation submitted to the General Meeting has been published on the website of the company in line with the criteria specified in Article 402 of the [ colo ] commercial companies. These documents are still on the website. I would like to inform you that no shareholder has exercised the right, specified in 40 of the Code of Commercial companies that is submitting a proposal for a point on the agenda, but to shareholders, [indiscernible] and the state treasury before the date of this general meeting put forward candidates for the Supervisory Board, in relation to the fact that there is a point on the agenda on the resolutions on the election of members of the [indiscernible] Advisory Board. [indiscernible] did that on the 1st of June 2026. And the company published this in the report number 2026, the state treasury informed everybody of that yesterday, the company put information on this on the report #21/2026. The list has been complied in accordance with Article 407 and 406 of the code of commercial companies in line with Section 25.1 of the status of the company. The general meeting can adopt resolutions if at least 1/4 of the share capital is represented. Currently, the attendance is -- the attendance is as follows. We have in this room in person or represented by proxies all 843 shareholders, number of shares, 141,171,163 shares. The percentage of the capital represented 17.586 rounded up to the 100%. So I hereby announced that we have a quorum capable of holding this ordinary general meeting and adopting resolutions is there. We have a quorum. So this general meeting was convened without possibilities of participating in it through electronic media. All the votes will be direct votes by people present in this room. So in view of the vote, I would like to say that this meeting has been convened legally. It's valid. It's capable of adopting the resolutions. And we have representatives of the media. My request to them is to introduce them [indiscernible]. Thank you very much. New shareholders or proxies have reservations about the representatives of the media taking part in this general meeting. No reservations and protest. So let me inform you, ladies and gentlemen, that we have also representatives of certified accountant responsible for checking the reports, representing PricewatershouseCoopers which can be important in the reporting part of this ordinary general meeting. The meeting is streamed online on the Internet and the entire meeting is being recorded. As far as I know, it's recorded in the audio and video format from the information I have I can tell you that the recording will be published later on the website of the company. This is all as far as point 3 on the agenda point 4, acceptance of the agenda of the ordinary general meeting. The agenda of the meeting is an obligatory part of the announcement of the general meeting, and I assume that everybody present here knows the agenda. Is there a need for the agenda to be read out? I don't think there is such a need. So we assume that all people present here know the agenda. Would you like to present some comment on the published agenda? Or do you have any suggestions concerning the adoption of the agenda. If there are -- any such remarks, questions, please do so now no contribution. So there is resolution it's resolution 2026 of the ordinary general meeting of KGHM with its registered office in [indiscernible] dated 9th June 2026 on the acceptance of the agenda of the Ordinary General Meeting of KGHM Polska Miedz S.A., the Ordinary General Meeting of KGHM resolves the following: in Section 1, the following agenda of the ordinary general meeting of KGHM is hereby accepted, and all the points are listed, and it's known to all of you, some of the points have already been done. It contains 16 points. point 16 is the closing of the Ordinary General Meeting. In Section 2 of this resolution we read that this resolution comes into force upon its adoption. Are there any comments on this proposal for a resolution? No. So let's have a vote. The vote is an open vote, and it will be settled by an ordinary majority. [Voting]
Andrzej Leganowicz
AttendeesIt is in progress at the moment. Thank you very much. I understand that we can say that all people authorized to vote have voted. So let's close the voting. Let's present the results on the screens first. The number of votes cast for the adoption of the resolution, 140,992,158 million, against [ 179 and 4 ] abstentions none. So I hereby declare that the resolutions on the acceptance of the agenda of the ordinary general meeting has been adopted in an open ballot. Let's move to the reporting part of this ordinary general meeting, starting from point 5 on the agenda and ending on point 10. So this means presentation as required various reports submitted to the general meeting by the management of the company and the supervisory board. The procedure of the points of the would be as follows. First of all, I would like to suggest a reference to the publications by the company, on publications on the website of the company and SPV, the electronics information system all these reports mentioned in the agenda from point 10 -- from point 5 to point 10 have been published well in advance. So I assume that all interested parties have had access to them. So this presentation of the documents, I think, has been completed. In addition, what we can read from point 5 to point 10. Let me also inform you that the General Meeting will be debating the report on good practice in sponsoring in sport by state treasury companies in 2025. This was added -- this report was added to the documentation presented by the company and was published together with other documents before the General Meeting on the website of the company. As an introduction to the discussion, we will have a brief presentation by the management Board with key points of the reports. Then I suggest that we open a discussion, and this discussion will cover points from 5 and until point 10. So it will cover all the reports and all the proposals mentioned in this point, shareholders wishing to contribute to this discussion will have an opportunity to do so. Is this formula of proceedings clear to all present? I think, yes. So let me invite the management Board of the company to present reports submitted to the general meeting and report and proposals.
Unknown Executive
ExecutivesLadies and gentlemen, good morning. As Mr. Chair said already, the financial performance and results have already been published before. And I'm talking not only about the entire 2025, but also I'm talking about detailed publication of Q1 performance 2026. And I would not like to dwell on the details and particular results, I would just like to present several general comments on the actions of the company and management Board in 2025. Then I will give the floor to Mr. Krzyzewski so that he can comment on the most important items pertaining to our financial performance and the operational activity of the company. Ladies and gentlemen, as the Management Board, we believe that 2025, first of all, well, last year, the company had very good results, and I'm not talking only about the financial results, but operational activities. So this is a year of responsible decisions and very sustainable implementation of our decisions. When looking at the stability of our operations, based on extended assets, the Management Board decided to build 3 new shafts here in the [ corporate Basin ] area. These are fundamental decisions in terms of our investments, and they will secure the continuity of production. They will also provide the security of mining and metallurgy for years to come, tens of years to come. At the same time, the management board increase the effectiveness of the organization, and we made very good decisions. We, as a result, increased our investment capacity. Furthermore, we saw improvement in our processes in the main technological proceeds of KGM. So we made a decision, and we started implementing a cost optimization process, and I'm talking about the cost optimization process that brings us very positive effects. So we focus on those areas that have the greatest potential with regard to cost optimization. So materials, energy, production and inventories. And it is very, very important in our operations. So these are particular actions, and I have said they bring tangible results. At the same time, I believe that we have a very good cooperation with the social party. We have a stable social dialogue within the entire group. And this has been proven by having a remuneration consensus that was reached at the beginning of this year. And also, this is based on our performance on our results from 2025 to a large extent. We want to be good partners to the social party. And thanks to the involvement of the Management Board in 2025, and I would like to underline that we have -- now a changed tax environment. And this allowed us to release a large pool of assets for investments. And I would like to underline that this is money that comes from lower taxes and part of these assets are already invested in our country. I would also like to say that our international assets are important. So mines and our previous investments abroad. And I'm talking about Chile and the U.S.A. So we very efficiently continued the construction of the [ Victoria mine ] in Canada. And you know the results, it's almost half of the EBITDA from the international assets that we have. So these assets are really, really significant. And they are a great stabilizer, so to say, of our financial performance, and it gives us a lot of room for improvement investment and stabilizing our operational activity. Also -- and we talked about that before. We do have certain plans regarding expansion abroad, and we are going to talk about that when presenting our strategy. In 2025, we prepared a strategy that require certain corrections, adjustments already with the new composition of the Management Board, and this pertains to our activity abroad, strengthening our energy side and the third pillar area was the capital group, and I'm not talking only about the companies here in Poland, but also our international assets. We are going to present the strategy at the beginning of July. So this is our corporate calendar, and this is, of course, connected with the date of presenting the results for particular months. Ladies and gentlemen, as a -- since we do have these good results, and we do have our long-term dividend policy in place, we decided to pay dividend in the amount [indiscernible] per share. And this is -- and I'm talking to our shareholders that are here in the room and the proxies. This is going to be discussed today as well. And now I would like to give the floor to Mr. Krzyzewski. Thank you very much.
Piotr Krzyzewski
ExecutivesMr. [indiscernible], thank you very much, ladies and gentlemen, good afternoon. Now I would like to remind you about our performance in 2025. I will give you 2 dimensions year-on-year and then I will refer to the budget of 2025. So as far as the consolidated revenue goes, we have an increase of 3%. So this is over [ 36 billion ] and cost discipline and the operational leverage resulted in an increase of 22% of EBITDA. So this exceeded [ 10 ] billion [indiscernible] on a consolidated level. And our profit was 28% or 20% higher this is over PLN 3.68 billion. Now let's move on to the budget dimension. When you look at the production in permanent and abroad, the production of payable Corp was according to the budget, [indiscernible], the parameters exceeded our budget assumptions. When we look at the sales comparing this to 2025 payable copper, this was according to our budget and sales of silver exceeded the budget and purchase metals as well, which allowed us to reach the results that we're assuming in the budget. Thank you so much.
Andrzej Leganowicz
AttendeesThank you very much. In accordance with my previous announcement, I will open a discussion in a minute. And this will be our main discussion of this general meeting, and it will include point 5 to 10 of the agenda.
Andrzej Leganowicz
AttendeesAnd the first question, I would like to know whether there are any participants would like to express their views or comments now, if you would.
Unknown Attendee
AttendeesGood afternoon. Ladies and gentlemen, my name is [ Mari ]. So now a request I would like to ask you, if possible, if you have prepared your questions. I would like to ask you to convey your questions or comments to the Chair of the general meeting. In a moment, I will ask you to formulate your questions that were prepared for today's general meeting. Then I would propose a short technical break. So that the Management Board or the Supervisory Board can present their answers. So now let me give the floor to Mr. [indiscernible].
Unknown Shareholder
ShareholdersGood afternoon. I'm a shareholder. My name is [ Adam Shivak ] and I'm the President of the thermal energy company and a foundation of [indiscernible]. And I have questions, but they will be preceded by a quote. A letter from the present to the shareholders. So let me quote this letter. KGHM for years have been operating in light of sustainable development, combining production needs to responsibly approach the environment and relations with local communities One of the pillars of KGHM Polska Miedz is involvement in dialogue the good neighbor relations. Energy transformation and diversification of energy sources remained a very important direction of acting of the company. The highest operational and transparency and dialogue build value. I would like to thank all the shareholders of KGHM Group that take active part in the dialogue and support us in development sincerely. Ladies and gentlemen, in light of the information presented in the financial statement, including the emissions, there's a question arising, is this transparency model declared in the statement. The model of environmental responsibility, dialogue and relations is reflected in the actual activities of the group. So these questions I would like to ask you to do the Supervisory Board, especially that they are supervising the everyday activities of the company. So 3 questions. So does the Supervisory Board confirms that they received a letter on the 17th of October 2025 regarding the inspection of the responsibility to inform shareholders about the activities? So the lack of the response means that the Supervisory Board thinks that the risk is not important? Has the supervisory would analyze the decisions of the court that state that the [ organs ] of the KGHM do not provide public information with the threat of breaking or infringing on the relevant legislation.
Unknown Attendee
AttendeesThe questions that you are asking pertain to the questions regarding the closure of the year 2025?
Unknown Shareholder
ShareholdersOkay. Yes, that is true. So I do have some more than 10 questions to the Management Board. Can the management that the financial statements for 2025 clearly -- fully reflects all the important risks, regulatory risk, environmental risk and operational risk of the group for 2025? What reserves do you have for potential environmental fines -- regulatory fines and risks related to the energy and thermal energy activities of the group? So does the Board think that the risk included in the letter from the 17th of October, were not revealed -- fully revealed in the financial statements for 2025. Does the management think that the damages -- damage regarded to the mining activity are not present? Can the management Board explain why [indiscernible] fines to the managers of the road infrastructure water infrastructure. But in terms of the thermal energy, they say that there are no losses. How does the management Board defines the causal relation regarding to the mining activities that might be deemed dissipated? Does the management think that there [indiscernible] risk is included in the financial statement? Do you think that this risk is important in terms of a financial statement and how is this reflected in the financial statement? When will the management would present the current energy strategy of the KGHM Capital Group? Does the lack of this strategy impact the investment decisions and risk management? What were the reasons for refusal participation in strategy energy collaboration [ Poland ] and the study is from Denmark and [indiscernible] in the Embassy of Denmark? Even though the [ Marshall ] of the [indiscernible] Minister of Energy and the ambassador of the Kingdom of Denmark have the patronage over this project, has the management Board analyzed this cooperation or what are the results of this assessment? Why did you refuse the dialogue in this respect with stakeholders? Does the management Board confirm that the installation of the [indiscernible] street in [ Legnica ] was [ exploited ] according to the permit and the provisions of the directive? In 2025, immersion indexes have they been exceeded? And if so, for how long? And have you reported that to relevant bodies, have you analyze the risk of fines related to the operation of the installation of [indiscernible]. Installation of [indiscernible], was it operating in 2025? And did it produce energy? Did the management board analyze the risk of these operations without the proper concession? And the last question, can the management Board confirm that all the risks, including mining, damage and regulatory risk, environmental risk, were reliably and fully revealed in according to [ MSF ] as well. Have they been revealed to the shareholders? And this is the only opportunity for me to ask these questions and my questions are very detailed. All the letters that we sent were not addressed. We did not receive any responses. We did not receive satisfactory answers. So thank very much for this possibility of asking these questions.
Unknown Shareholder
ShareholdersOkay. So I do not have these questions in writing, but I have the -- there are not many of them. And maybe somebody could actually write a note to the relevant bodies in KGHM. Yes, we can do that. Question number one, it pertains to the financial statement, the separate financial statement. I'm talking about Page 26, 27 and I'm talking about the loss of the value of the assets. I'm going to wait until the present opens this statement. Generally, in this part of the financial statement, the company said that nothing shows that the test of value loss should be performed or a test of reversing the value loss of the national assets. However, compared to the situations from 2 years ago, when this was taken into account the macroeconomic assumptions and the situation of the company were different. I'm talking about company capitalization, prices of metals, et cetera. And now you said that you are implementing a number of cost optimization activities. We do have a change in the -- as a tax and I would like to quote [indiscernible] from the statement. This is sentence there. Following the change of the regulation on changing the tax mining materials, there is no reason to change. There's going to be no impact on the value of the assets, national assets. However -- this is what the Board said. However, there were public documents -- like the justification to the act signed by [indiscernible]. This information about benefits that in KGHM enjoys after introducing or implementing this act. It's PLN 10 billion within 10 years. And for the first 3 years, this is about PLN 2 billion. Looking at the quarterly results, I would like to say that these benefits are larger than expected, even this is visible in Q1. So my question is, do you still claim, [indiscernible], if we did that, the result for 2025 would be higher by PLN 3 billion. You quoted one of the financial statements presented to the general meeting. And I do believe that your statements have been well thought through. However, today, we are not changing the wording of the statement, however, according to the acting accountant until the state is not approved, it can be changed. Theoretically, yes, but -- this is your intention?
Unknown Executive
ExecutivesNo. Would you like to change the financial statement or one of the financial statements presenting to the general meeting because this is what I understand because you asked whether the Management Board maintains its position, but the position of the Management Board is included and reflected in the financial statement, right?
Unknown Shareholder
ShareholdersOkay. This is a statement from March. It was presented in June. And now I quoted a governmental document from October. Yes. Of course, there are numerous factors that are important to you. But I would like to know whether the Management Board took into account this governmental document concluding that the change in the tax is not a reason for value loss.
Unknown Executive
ExecutivesOkay. So I understand this is your first question. This question has been written down. And now can you move on to the next question.
Unknown Shareholder
Shareholders[indiscernible] analogies question to the Supervisory Board. Is Mr. [indiscernible] here, his our main auditor, [indiscernible]? Okay. I would like to know whether you are a certified auditor and what role did you play in the statement?
Unknown Executive
ExecutivesI'm a managing partner of the entire process, and I represent the company.
Unknown Shareholder
ShareholdersBut are you the main satisfied auditor?
Unknown Executive
ExecutivesI am a certified auditor responsible for the financial statement. Okay. So what's your question?
Unknown Shareholder
ShareholdersOkay. Value loss. You said that this is one of the main issues of this examination. And this is a quote from the separate financial statement. So the analysis included the understanding of the process of identifying the process of value loss reasons why there's no value loss. So can you tell me during your analysis, did you also analyze this document that I mentioned. This is a public document. This is a justification of the government for the bill regarding the tax on certain mine assets, and it was signed by Prime Minister [indiscernible]. And it says this document says that the benefits for KGHM in the first 3 years is about PLN 2 billion. And in the next years to come, it's PLN 1 billion per year. Have you analyzed that? And what other procedures did you perform in this particular scope? So I would like to focus on this value loss of the national assets.
Unknown Executive
ExecutivesOkay, that's your next question. We have written that down. And the next question, please. Okay. So that's the question for our certified auditor. And now the next question. And do we have any other questions?
Unknown Shareholder
ShareholdersOkay. Question number three, to the Management Board. In 2023, the company had a marginal exposure to any securing instruments, no open position for copper and silver. But at the end of 2025, the scale of these measures increased to 27 million ounces of silver over 200,000 in terms of copper and the exposure increased by [indiscernible] ounces of silver. In the statement for 2025, we have a negative value of these instruments in total profit PLN 2.3 billion. And this is the highest negative result in the history of KGHM. I'm talking about terminal values. And my question to the Management Board is the decision of changing of the decision of risk management changes has been supported by any analysis of risk before, including the loss analysis long term? And have you also analyzed the results of internal reports, audits pertaining to the prices of hedging the metal prices.
Unknown Executive
ExecutivesThank you. Next question. The question has been written down. Our next question, please.
Unknown Shareholder
ShareholdersThis is a question to the Management Board. It pertains to the supervision of a particular company, the foreign company. It's a very specific characteristic question, maybe. What I'm talking about is the controlled scope over [ DMC Mining Services ]. In public materials that are currently available in the emission prospect of the aluminum metals company [ DMC Mining Services ] is indicated as a source of information pertaining to the planned investments for investments near [indiscernible]. Okay. So I would like to ask the following. Is the management Board aware that this information is available in the market that the information from the subsidiary of KGHM has been used. And has this information been verified within the ownership, supervision over this company. So I'm talking about a potential risk for the future regarding the reputation. So that's what I wanted to ask.
Unknown Attendee
AttendeesAll -- these are all your questions, right? Okay. So now [indiscernible]. [Audio Gap] The resolution on the appropriation of profits if it you like to address the proposal for the resolution. I will give you this opportunity when we vote on the profits that would be [ 0.11]. If you -- if it's only the proposal for the resolution, if you want to formulate something more if you are talking only about a proposed resolution, please submit it on the point when we will have the voting.
Unknown Executive
ExecutivesThank you very much. I agree that I will present a proposal for the relevant resolution in 0.11. To sum up, I would like to suggest that we have a 20-minute break in order for the company representatives to be able to present their position on answering the questions asked to them. Let me say that the questions to the Supervisory Board, given the fact that -- given the fact that it is a collegiate body. The Supervisory Board specifies its position on a given matter collegially I think that the company will refer to these questions, no doubt. But these questions can be answered in limited manner during this general meeting, given the fact that the nature of the Board is collegial, the Supervisory Board is collegial. That's all. I think that our break of 20 minutes will be enough. So let's have a 20-minute break. It's 12:25. So please come back quarter one. [Break]
Unknown Executive
ExecutivesRequest for you to take your seats to continue our ordinary general meeting. Request for you to inform the people still in the lobby to return to the room because we will soon resume the general meeting. I hereby resume the Ordinary General Meeting of KGHM. We are in the reporting part of this general meeting. In the course of the discussion covering points from 5 until 10 of the agenda the shareholders have formulated some questions. After the resumption of the meeting, there was a request to the Management Board to present its position all the questions asked by the shareholders. Ladies and gentlemen, on behalf of the Management Board, I would like to confirm that all the questions submitted today at this ordinary general meeting. All the reports have been prepared in accordance with all the rules and regulations and prepared meticulously. When it comes to answers to these questions addressed to the Management Board, we will response as required by law in 14 days -- within 14 days in writing because, first of all, we have to check, and that's one of the main reasons. We have to check whether the detailed answers to these questions do not in front a confidentiality be require us to go back to the source documents in order to prepare a good answer in order for you -- for these answers to be reliable almost and as detailed as possible given the objective situation given the requirements of confidentiality and secrecy. Thank you very much. When it comes to the questions addressed to the Supervisory Board. Ladies and gentlemen, when it comes to the questions addressed to the Supervisory Board, one concerned November 2025. We will check that. I was not a member of the Supervisory Board then them, but we will really checked whether the Board was informed and what decisions it took on the matter. The other issue concerns March this year. Well, we are dealing with year 2025. But the Board has asked the management Board for explanations. We have not yet received all of them because I know that talking to the President. Some decisions have already been taken, and so we are yet to receive. When it comes to the rulings, the rulings come from 2 -- from 2 weeks ago. the company received the last week, and the Supervisory Board will certainly explore that, but that concerns 2026. Thank you very much. In view of the above, we have to decide that the discussion on the reporting part. Yes. Yes, I'm sorry. I do apologize. Please the -- please let the auditor present his position. I hereby confirm our position expressed in the opinion from the 25th of March, we have read the relevant documents confirming now that there are no grounds to -- for test for loss of value. Thank you very much.
Unknown Shareholder
ShareholdersI understand that no, no, no, no. In accordance with the rules and regulations, we have time for questions and replies. So I can -- I reply to what I can provide what I've heard. Yes. One of my questions on the position of the Management Board on the loss of value issue concerned here or now in 2 weeks -- well, I can -- I understand we will vote on the financial statement. But if you decided now that, for example, having analyzed this government document that you conclude -- well, we were wrong. We've made the mistake. Perhaps indeed, this change in the tax does give us some additional earnings and our assumptions for March were wrong. I understand that you have been talking about encouraging the Management Board on changing its position. No. The management said that it will reply within days. But this -- I think we shouldn't receive answer the answer here.
Unknown Attendee
AttendeesPlease let me tell you that this term with deadline within 2 weeks, it has been provided for in the code of commercial companies. So we are complying with the legal regulations and in the situation in which you are formulary your question is important for you. This requires and preparation for answers based on analysis of the relevant documents. The admissible form of reply is -- I will reply in writing within 2 weeks under Article 428 of the code of commercial companies. It's a usual procedure followed during a general meeting. So a reply is provided in the form of a report and interest to everybody. Thank you very much.
Unknown Shareholder
ShareholdersMr. Chair, if I may. Yes, I'm aware of the procedure of the deadlines, but I do like to draw your attention to one issue. The Management Board was informed many times about the risks I mentioned and it has failed to reply. That's one thing. The rulings that were delivered a few days ago, they do concern 2025. I would like to stress that, second part. And the third part, perhaps a verification of risks that may materialize and may influence the financial statement, leading to its correction. So if I may, I would like to ask the management Board. Well, when it comes to specific questions, that were read out. The Management Board was aware of these risks. They were -- that's all I wanted to say.
Unknown Attendee
AttendeesI do understand. I do confirm what I've said later. There is a procedure for providing information for transferring information relating to the ordinary meeting providing answers in the course of a general meeting, and it cannot be questioned that procedure. When it comes to your position on the impact of specific circumstances on the content of the statement -- financial statement, let me inform you that irrespective of how important it seems to you what you are talking about. We may be dealing with what can be described as divergence of positions, not necessarily, we don't have to agree with you. I think that every single person formulating any question of thesis during this general meeting today, is aware of the fact that the perception of company issues and the impact of various circumstances on the company operations in the opinion of the management board may be different from what it seems from the perspective of a shareholder coming to the general meeting and having a different view on the matter. We do understand this situation. The position of the management board may be different from your position. It can be so but then have to be so. This position has been divergent different for many months, which doesn't change the situation. You have asked your questions, the Management Board has declared its willingness to reply and I assume that the Management Board will reply within 2 weeks, the statutory deadline. So we are here by closing the discussion on the reporting part of this meeting. The statement referred from points 5 to 10. They have been submitted to the general meeting. As has been said before, we have referred to earlier publications of the company and also they have been read by the general meeting. So next point of the agenda [ is #11 ] in A, we have approval of the separate financial statements of KGHM Polska Miedz for the financial year ended of the 31st of December 2025. That's point 8. So the proposed resolution submitted to the general meeting -- on this matter has been published among the materials for this general meeting. The question, do we need to read out the whole proposal of the resolution before we vote on it? So I see no comments on that. So I assume that the proposal for the [indiscernible] more question on the formal issue. Perhaps we could vote on a break in the meeting. Until the moment, we receive the answers and then we can continue when the Management Board has prepared the answers. We have the 9th of June, we have time until the end of the month, so quite a lot of time. Honestly speaking, I don't know whether we can submit such a formal proposal to have a break. Please calm down. Well, that's your contribution formulated now. That shouldn't be treated as a formal proposal for a break in this general meeting until the 30th of June 2026. Until the Management Board has prepared, we can -- what we can do, we can announce a break which, in line with the regulations of the code will not be longer than 30 days, indicated a date and place where the general meeting will be resumed. So if the Management Board has received -- prepare the answers in 2 weeks, we can meet in 2 weeks. Let me draw your attention to the fact that a resolution on a break in the general meeting cannot be conditional. We cannot say if in the resolution. So the question is we heard that we will have answers in 2 weeks.
Unknown Shareholder
ShareholdersI have a question to you then. Are you submitting a formal proposal for a break in the General Meeting until a specific date or no?
Unknown Executive
ExecutivesYes. I think 3 weeks will be enough. So until -- yes, until the 30th of June. I formally submit a proposal for a break in this general meeting in order to resume it on the 30th of June. Such a proposal is submitted on the Article 408 of the code of commercial companies on the break in the general meeting on a date different from the -- and such a proposal requires a qualified majority of 2/3 is the situation clear -- can I have your name [indiscernible]? Ladies and gentlemen, I hear my start a vote on -- can we have a 5-minute break? Do you need time to consult? So 5 minutes, yes. So I announced a 5-minute technical break following which we will vote on the proposal by Mr. [indiscernible] to announce a break in the general meeting until the 30th of June 2026 and resume the general meeting at the place at the venue when it was convened. Thank you. [Break]
Unknown Executive
ExecutivesLadies and gentlemen, have you managed to receive the required information for you to be able to vote. Do we have everybody in the room. So we hereby starting the vote on the proposal for announcing a break in the General Meeting until the 30th of June 2026. The hour of the resumption can be the same, so 11:00. I assume that the venue will be available on this date on this potential date of the resumption of the general meeting. So I hereby announce the vote on the proposed resolution on announcing a break in the general meeting, the ordinary general meeting of the KGHM Polska Miedz, acting under Article 408 of the code of commercial company and also a break in the General Meeting until the 30th of June 2026. Until 11:00, the meeting will be resumed and the venue of the [indiscernible] room at the venue where the General Meeting has been convened and the relevant address of the company as in the announcement of the convening of the meeting. And this resolution enters come into force upon its adoption. If this resolution is adopted the meeting will suspend all the procedures until the day of the resumption of the meeting. So I hereby start the vote. [Voting]
Unknown Executive
ExecutivesPlease vote. Those of you who are for the break, use the plus tag. Those who are against the break use the minus tag. Please note that given the qualified majority required for this vote, all votes, including abstentions are taking into account in this vote. The voting is in progress. No, not yet. So the voting is still in progress. I hereby close the voting. Please present the results. The number of votes for [indiscernible], was against 70,982,668. Abstentions, 683,134 votes. So I hereby declare that the number of votes for this resolution is not enough to adopt a resolution on a break in the general meeting. So let us return to the agenda we have a vote on the approval of the separate financial statements of KGHM Polska Miedz for the financial year ending on the 31st December 2025. Let me stress here that the Management Board has confirmed the validity of this statement and so has the auditor. So let us vote on this proposal of resolution, and it will be an open ballot. The proposal has been included in the material provided for the general meeting, there is no need to read out the whole draft resolution. So cast your vote on the resolution on the approval of the separate financial statements of KGHM Polska Miedz for the financial year ended on the 31st of December 2025. [Voting]
Unknown Executive
ExecutivesThe vote is still in progress. I would like to ask the technical staff to intervene. I hereby close the voting. Please present the results. The number of votes cast for the adoption of the resolution, 139,992,096, against 636,145, abstentions, 542,921 votes. So I hereby declare that the resolution has been adopted by the general meeting. Next, subpoint b, adoption of the resolution on the approval of the consolidated financial statements of the KGHM Group for the financial year ended on the 31st of December 2025. The proposal is of the resolution is included in the materials for this general meeting. So I hereby submit this for the vote of the general meeting. Please cast your votes. [Voting]
Unknown Executive
ExecutivesI hereby close the vote. Please present the results. The number of votes for the adoption of the resolution of 159,992,097, against 636,144, abstentions, 542,921. So the resolution has been adopted by the general meeting. Point three, adoption of the resolution on the approval of the Management Board's report on the activities of KGHM Polska Miedz and the proposal of the resolution has been included in the materials for the general meeting. I hereby submitted for -- to the general meeting for -- to vote on it. Approval of the Management Board's report on the activities of the KGHM Polska Miedz S.A. and the KGHM Polska Miedz Group. Please cast your votes now. [Voting]
Unknown Executive
ExecutivesI hereby close the vote, and please present the results. The number of votes for 140,438,831, against 19,410, abstentions 2,921 votes. So the resolution has been adopted by the General Meeting in an open ballot. Point [ D ] and the adoption of the resolution on the appropriation of profit for 2025. I would like to present the proposal for the resolution. We can read the Ordinary General Meeting of the KGHM Polska Miedz hereby resolve that the profit for 2025 of KGHM Polska Miedz in the amount of PLN 1,946,423,447 be appropriated as follows: One, as a shareholder dividend PLN 300 million which represents PLN 1.5 per 1 share. Reserved capital, PLN 1,646,423,407 Section 2, the ordinary General Meeting hereby said the following: a dividend date at -- for 2025 at 25 June 2026 to payment date for dividend for 2025 as at 9 July 2026 in the amount of per share. Three, the resolution comes into force upon its adoption. The proposal is accompanied by a justification. Mr. [indiscernible] has prepared an alternative proposal for the resolution. And so I ask him to present it now.
Unknown Attendee
AttendeesMr. Chair, ladies and gentlemen, operating as shareholders, I would like to proposal for a resolution on the appropriation of profit of KGHM Group for 2025. The ordinary general meeting of KGHM Polska Miedz on the 9th of June 2026 results of the following: One, the Ordinary General Meeting of KGHM Polska Miedz result to divide the net profit for 2025 in the amount of PLN 1,936,423,407, 72 grozsy in the following manner. One, for shareholder dividend, PLN 600 million. So PLN 3 par, [ 1.2% ] for reserve capital, PLN 1,346, 432,407 in 72 grozsy to the ordinary general meeting of KGHM results sets a dividend date for June 2025, a payment date of dividend for 2025 as at 9th July 2026, and the amount is PLN 1.5. The resolution comes into force upon its adoption, justification for this proposal of resolution. The dividend is a link between the company and shareholders and is a form of reward for the capital and contribution to the success of the company. The increased amount of dividend in comparison to the recommendation of the management board will not have a measurable impact on the investment program of the company and will not cause an imbalance between the dividend and the capacity of the company to invest effectively. [This call length has exceeded streaming capabilities – Please refer to the preliminary transcript that will be posted shortly.] [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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