KGHM POLSKA MIEDŹ S.A.
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Company profile

The General Meeting of KGHM Polska Miedź S.A. is the Company’s highest body. It meets in either an ordinary or an extraordinary form, based on prevailing law, the Statutes of the Company and the Bylaws of the General Meeting. The Company’s corporate documents are available on its website.

The duties of the General Meeting include in particular:

  • examining and approving the report of the Management Board on the Company’s activity and the financial statements, including the consolidated financial statements of the Company group, for the prior financial year,
  • adopting resolutions on the distribution of profits or coverage of losses,
  • acknowledging the fulfilment of duties performed by members of the bodies of the Company,
  • changing the subject of the Company’s activity,
  • amending the Company Statutes,
  • increasing or decreasing the share capital,
  • the manner and conditions for retiring shares,
  • merging, splitting and transforming the Company,
  • dissolving and liquidating the Company,
  • issuing convertible bonds or senior bonds,
  • consenting to the disposal and lease of an enterprise or of an organised part thereof, as well as the attachment of limited property rights to same,
  • all decisions relating to claims for redress of damage suffered during the foundation of the Company, or from management or supervisory activities,
  • purchase of the Company’s own shares, which are to be offered to employees or persons who were employed by the Company or by related companies for a period of at least three years,
  • establishing principles of the remuneration of members of the Supervisory Board.

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The schedule of work on organising the General Meetings of the Company is planned in such a way as to ensure that the obligations towards shareholders are properly met and to enable them to execute their rights.

In accordance with the Statutes of KGHM Polska Miedź S.A., the State Treasury may convene an Ordinary General Meeting if the Management Board does not do so in the statutory timeframe as well as an Extraordinary General Meeting if it considers its convening as warranted.

The introduction of changes to the Company Statutes requires a resolution by the General Meeting and an entry in the National Court Register of a constitutive nature. Changes in the Company Statutes are made by the General Meeting in conformance with prevailing laws, in the manner and form prescribed by the Commercial Partnerships and Companies Code.

Amongst the regulations of the Commercial Partnerships and Companies Code, in respect of the organisation of General Meetings and shareholder rights, the Company applies only those regulations which are obligatory, i.e. those which require the publication of announcements and materials for the General Meeting on the Company website and the use of electronic forms of contact with shareholders. Regulations enabling shareholders to participate in General Meetings using electronic means of communication are not applied.

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