Establishment of a Bond Issue Program

Monday, 27 May, 2019

The Management Board of KGHM Polska Miedź S.A. (“Company”, “KGHM”), in reference to regulatory filing no. 16/2019 dated 9 May 2019, announces that on 27 May 2019 it adopted a resolution on concluding an issue agreement, on the basis of which the Bond Issue Program up to the amount of PLN 4 000 000 000 (“Program”) will be established.

On the same day, an Issue Agreement was signed, whose parties are KGHM Polska Miedź S.A. as Issuer and the banks Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Bank Handlowy w Warszawie Spółka Akcyjna, Bank Polska Kasa Opieki Spółka Akcyjna and Santander Bank Polska Spółka Akcyjna as Organizers and Dealers.

Under the Program, the bonds will be issued pursuant to art. 33 point 2) of the Act on Bonds of 15 January 2015, and offers to purchase the bonds will be sent to no more than 149 individually identified institutional investors, qualified pursuant to Prospectus Regulation (EU) 2017/1129.

Moreover, the Management Board of KGHM Polska Miedź S.A. announces that it is considering the first issue under the bonds Program under the following assumptions:

1)       The issue will take place in June 2019, in one or several series.

2)       The maximum total nominal value of bonds will be up to PLN 2 000 000 000.

3)       The maturity of the issued bonds will be from 5 to 15 years from the issue date.

4)       The bonds will be unsecured ordinary bearer bonds with a variable interest rate.

5)       The bonds will be registered in the securities depository operated by Krajowy Depozyt Papierów Wartościowych S.A. and will be placed on the Catalyst market, in the Alternative Trading System, not later than 3 months from the issue date.

Detailed terms of the issue, including the number of series, maturity dates and the final size of the issue 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 (Official Journal of the European Union dated 12 June 2014, no. L 173/1)

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