The Management Board of KGHM Polska Miedź S.A. (“Company”, “Issuer”) announces that on 7 November 2025 it adopted the following resolutions on:
earlier redemption of B series bonds on the basis of point 8.3 of the Terms and Conditions of Issuing the B Series Bonds of KGHM Polska Miedź S.A., prepared on 24 June 2019 (“Terms of the Issuance”), that is redemption of all 1 600 000 B series bonds issued on 27 June 2019 with a maturity of 10 years and a total nominal value of PLN 1 600 000 000 with an ISIN code PLKGHM000041, whose initial redemption date falls on 27 June 2029 (“B Series Bonds”); and
issuance of D series bonds (“D Series Bonds”).
Pursuant to the adopted resolution, the earlier redemption of B Series Bonds will take place on the day of interest payment, which falls on 27 December 2025, and payment due to earlier redemption will be made on the closest working day, that is on 29 December 2025. The day of determining the right to benefits due to earlier redemption of B Series Bonds will be 16 December 2025.
Earlier redemption of B Series Bonds will be made by paying the nominal value of B Series Bonds increased by the amount of interest accrued until 27 December 2025 and the amount of premium equal to 1.1% of the nominal value of B Series Bonds, pursuant to terms stipulated in Terms of the Issuance.
The Issuer announces that as a result of earlier redemption of B Series Bonds it will submit an appropriate application to suspend the trading of B Series Bonds on the Catalyst market, in the Alternative Trading System, organised by the Warsaw Stock Exchange and BondSpot S.A.
This regulatory filing is an announcement to bondholders on making use of the option of premature redemption of B Series Bonds on the Issuer’s request, which is stipulated in point 8.3.2 of the Terms of the Issuance.
The Issuer aims to finance the redemption of B Series Bonds with funds acquired by the issuance of D Series Bonds. Pursuant to the adopted resolution of the Company’s Management Board, D Series Bonds will be issued under the bonds issuance program up to the amount of PLN 4 000 000 000, which was announced in regulatory filing no. 27/2024 dated 29 May 2024 with the following assumptions:
Total nominal value: no more than PLN 1 600 000 000.
Nominal unit value: PLN 1 000.
Issuance price: equal to the nominal value.
Interest rate: WIBOR 6M + a margin.
Maturity: 7 years from the issuance date.
Type: unsecured ordinary bearer bonds.
The issuance will be made in December 2025, pursuant to art. 33 point 1 in connection with art. 34 sec. 2 of the Act on Bonds of 15 January 2015.
D Series Bonds will be registered in the securities depository operated by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) and will be introduced to the alternative trading system on Catalyst, organised by the Warsaw Stock Exchange.
The purpose of the issuance, within the meaning of art. 32 sec. 1 of the Act on Bonds of 15 January 2015, was not defined.
Detailed terms of the issuance of D Series Bonds, including the final interest rate margin and date of the issuance, will be set by the Company at a later date.
Legal basis: Art. 17 (1) of MAR (Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC