Translation note:
This version of our report is a translation from the original, which was prepared in Polish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k., ul. Powstańców Śląskich 9, 53-332 Wrocław, Poland; T: +48 (71) 366 1200
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k. with its registered office in Warsaw, at 11 Polna Street, 00-633 Warsaw, entered into the National Court Register by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register, under KRS number 0000750050, NIP 5260210228.
www.pwc.pl
Independent Statutory Auditor's Audit Report
To the Shareholders’ Meeting and the Supervisory Board of KGHM Polska Miedź Spółka Akcyjna
Report on the audit of separate financial statements
In our opinion, the annual separate financial statements
● give a true and fair of view of the separate financial position of KGHM Polska Miedź S.A. (the "Company") as at 31 December 2025 and the separate financial result and separate cash flows of the Company for the year ended on that date in accordance with the applicable International Financial Reporting Standards approved by the European Union and the adopted accounting policies;
● comply in terms of form and content with the laws applicable to the Company and the Company’s Articles of Association;
● have been prepared on the basis of properly maintained accounting books in accordance with the provisions of Chapter 2 of the Accounting Act of 29 September 1994 (the "Accounting Act").
This opinion is consistent with our supplementary report to the Company's Audit Committee, which we issued as of the date of this report.
What we have audited
We have audited the annual separate financial statements of KGHM Polska Miedź S.A., which comprise:
● the separate statement of financial position as at 31 December 2025;
● the separate statement of profit or loss for the financial year ended on that date;
● the separate statement of comprehensive income for the financial year ended on that date;
● the
separate statement of changes in equity for the financial year ended on that date;
● the separate statement of cash flows for the financial year ended on that date, and
● the additional information comprising the introduction to the financial statements and additional notes and explanations.
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Basis of the opinion
We conducted our audit in accordance with the National Audit Standards in the wording of the International Audit Standards as adopted by the resolutions of the National Council of Statutory Auditors and the resolution of the Council of the Polish Agency for Audit Oversight ("NSA"), and pursuant to the act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight (the “Act on Statutory Auditors”) andthe Regulation (EU) No. 537/2014 of 16 April 2014 on specific regarding the statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC ('EU Regulation'). Our responsibility in accordance under NSA is further described the Auditor’s responsibilities for the audit of the separate financial statements.
We believe that the evidence of the audit we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements of the Act on Statutory auditors that are relevant to audits of financial statements in Poland and “the Handbook of the International code of ethics for professional accountants (including International independence standards) (the “Code of ethics”) as adopted by resolution of the National Council of Statutory Auditors as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with ethical requirements of the Act on Statutory Auditors and the Code of ethics. During the audit, the key statutory auditor and the audit firm remained independent of the Company in accordance with the independence requirements set out in Act on Statutory Auditors.
Our audit approach
Summary
Materiality
The overall materiality threshold adopted for our audit was set at PLN 343 million, which represents 4.5% of the profit before income tax determined at the stage of the commencement of the final audit, adjusted for the impact of the mining tax.
Key audit maters
• Recognition of revenues from contracts with customers, • Assessment of the recoverability of investments in shares in subsidiaries, • Assessment of the recoverability of mining and metallurgical production assets of KGHM Polska Miedź S.A., • Assessment of the recoverability of loans granted to the
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KGHM International LTD. Group and Future 1 Sp. z o. o., • Fair value valuation of derivatives and hedge accounting.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the separate financial statements. In particular, we considered where the Company's Management Board made subjective judgments; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the separate financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which the Company operates.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the separate financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the separate financial statements.
Based on our professional judgement, determined certain quantitative thresholds for materiality, including the overall materiality for the separate financial statements as a whole, as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, if any, both individually and in aggregate on the separate financial statements as a whole.
Overall materiality
PLN 343 million
How we determined it
4.5% of profit before income tax determined at the stage of the start of the final audit, adjusted for the impact of mining tax.
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Rationale for the materiality benchmark applied
We chose profit before income tax as the benchmark because, in our view, it is the benchmark against which the performance of the Company is most commonly measured by users, and is a generally accepted benchmark. We adjusted profit before income tax for the impact of mining tax, due to the fact that it is not a fee dependent on the results achieved by the Company. We chose 4,5% which is consistent with quantitative materiality thresholds used for profit- oriented companies in this sector.
We have agreed with the Audit Committee of the Company that we would report to them misstatements of the separate financial statements identified during our audit above 15 mln PLN, misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate financial statements of the current period. These matters were addressed in the context of our audit of the separate financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Recognition of revenues from contracts with customers,
In 2025, the Company recognised revenues from contracts with customers in the amount of PLN 30,964 million, which were described in Part 2 of the separate financial statements.
The company generates revenues mainly from the sale of copper (72%), silver (20%) and gold (4%).
Revenues are recognised at the time of the Company's fulfilment of the obligation to perform a performance in the form of a
Our audit procedures included, in particular:
• determining whether there have been changes in the internal control system or the rules adopted in the Company in relation to the previous audited year with regard to recognizing revenues from contracts with clients and identifying the moment of transfer of control over the transferred good or service, and understanding any changes in the above-mentioned scope,
• analysis of the terms and conditions contained in significant sales contracts,
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transferred good or service with the simultaneous acquisition of control over this asset by the purchaser. Revenues are recognised in an amount equal to the transaction price, which is the remuneration for the goods and services provided, taking into account the price formulas used. Bearing in mind the materiality of the items in the Company's separate financial statements, as well as the susceptibility of the items to the risk of distortion, we decided that this is a key matter for our audit.
• conducting, on a selected sample, tests of the effectiveness of selected internal controls, important for determining the correct moment of revenue recognition and the correct value of revenues from contracts with clients,
• analysis of trends in recognized revenues from contracts with clients and explanation of unusual events and one-off transactions,
• conducting retail tests on a selected sample, in the selection of which quantitative and qualitative criteria were applied, consisting in, m.in. agreeing on the price rates and quantities applied on the issued sales invoices for contracts with customers, delivery and payment documents,
• confirmation of selected sales transactions with the Company's contractors,
• verifying, on a selected sample, the recognition of sales in the correct reporting period, taking into account the applied Incoterms and the terms of agreements concluded with the Company's contractors,
• assessment of the correctness and completeness of disclosures in the separate financial statements concerning revenues from contracts with clients.
Assessment of the recoverability of investments in subsidiaries' shares,
The net carrying amount of investments in shares and shares in subsidiaries as at 31 December 2025 amounted to PLN 6,801 million, which constitutes 13% of the Company's total assets, including:
- investment in shares of Future 1 Sp. z o.o. amounted to PLN 4,774 million,
- investment in shares of KGHM Metraco S.A. amounted to PLN 421 million,
Our audit procedures included, in particular:
• verification of the compliance of the adopted valuation principle with the applicable financial reporting standards,
• understanding and assessing the process of identification by the Management Board of the premises for the occurrence or reversal of impairment of investments in shares and stocks in subsidiaries,
• understanding and assessing the correctness of the methods used to conduct impairment tests in
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- other investments in shares and shares of companies amounted to PLN 1,606 million.
Investments in shares and stocks in subsidiaries are recognised at the acquisition price less impairment losses. Accounting policies and disclosures relating to investments in shares and stocks in subsidiaries are included in Note 6.1 to the annual separate financial statements.
As of 30 June 2025 The Company has identified the prerequisites for conducting impairment tests in relation to the following investments in shares in subsidiaries:
a) INVEST PV 7 sp. z o. o.
b) INVEST PV 40 sp. z o. o.
c) INVEST PV 58 sp. z o. o.
d) INVEST PV 59 sp. z o. o.
As of 31 December 2025. The Company has identified the prerequisites for conducting impairment tests in relation to the following investments in shares in subsidiaries:
a) PMT Linie Kolejowe Sp. z o. o.,
b) Future 1 Sp. z o. o.
As a result of the tests, in the separate financial statements, an impairment loss was made for investments in the shares of INVEST PV 7 sp. z o. o. in the amount of PLN 6 million, INVEST PV 40 sp. z o. o. in the amount of PLN 5 million, INVEST PV 58 sp. z o. o. in the amount of PLN 26 million, INVEST PV 59 sp. z o. o. in the amount of PLN 32 million, PMT Linie Kolejowe Sp. z o. o. in the amount of PLN 147 million and the impairment loss on investments in shares of Future 1 Sp. z o. o. in the amount
accordance with the relevant financial reporting standards,
• checking the mathematical correctness and methodological consistency (with the use of internal valuation experts) of the recoverable amount valuation models prepared by the Company's Management Board,
• critical assessment of the assumptions adopted by the Management Board of the Company and the estimates made to determine the recoverable amount, including, among others:
- the period of projection of future cash flows on the basis of approved budgets for companies for which the impairment test has been carried out and the level of revenues, operating margin and future capital expenditures assumed therein,
- the discount rate applied (based on the weighted average cost of capital),
- residual value, including the residual growth rate after the forecast period,
• assessment of the sensitivity analysis of the assumptions made by the Management Board to the valuation result,
• assessment of the correctness and completeness of disclosures concerning investments in shares and shares in subsidiaries and impairment tests.
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of PLN 599 million recognised in previous years was reversed.
Disclosures regarding impairment of investments in shares and stocks in subsidiaries are presented in Part 3 of the separate financial statements (note 3.1).
A correct assessment of the occurrence of prerequisites for impairment or reversal of value and the calculation of recoverable amount are areas that require significant judgments and estimates by the Management Board. Given the inherent risk of uncertainty associated with significant judgments and estimates made by the Management Board, as well as the materiality of items in the separate financial statements, we considered this to be a key matter for our audit.
Assessment of the recoverability of mining and metallurgical production assets of KGHM Polska Miedź S.A.,
In the separate financial statements as at 31 December 2025. The Company disclosed tangible and intangible fixed mining and metallurgical assets with a carrying amount of PLN 24,342 million, which constitutes 45% of the Company's total assets. These assets are valued by the Company at cost less accumulated depreciation (write-off) and accumulated impairment losses and changes in the valuation of the liability under the title of the company. lease in the case of the right to use the assets.
As of 31 December 2025. The Company did not identify any prerequisites for conducting impairment tests of mining and metallurgical
Our audit procedures included, in particular: • verification of the compliance of the adopted valuation principle with the applicable financial reporting standards,
• understanding and assessment of the process of identification by the Management Board of the premises for the occurrence of impairment of production assets,
• verification of the analysis indicating the absence of indications of impairment prepared by the Management Board,
• determining whether there have been any significant changes in relation to the key parameters used to assess the premises in relation to the previous audited year,
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production assets. Therefore, neither the impairment loss nor the reversal of historically recognised impairment losses on these assets was recognised in the report. Disclosure in this respect is presented in Note 3.1 of the separate financial statements.
A correct assessment of the occurrence of impairment grounds and the calculation of recoverable amount are areas that require significant judgments and estimates by the Management Board. Given the inherent risk of uncertainty associated with significant judgments and estimates made by the Management Board, as well as the materiality of items in the separate financial statements, we considered this to be a key matter for our audit.
• assessment of the correctness and completeness of disclosures in the separate financial statements with regard to the description, identification and analysis of impairment premises.
Assessment of the recoverability of loans granted to the KGHM International LTD. Group and Future 1 Sp. z o. o.,
In the separate financial statements as at 31 December 2025. The Company reported a balance of loans granted (long-term and short-term in total) in the amount of PLN 8,375 million, which constitutes 16% of the Company's total assets, of which the majority of loans were granted to the subsidiary Future 1 Sp. z o.o. and the KGHM International LTD Group.
Receivables from loans granted to Future 1 Sp. z o.o. and the KGHM International LTD. Group are measured in the separate financial statements, depending on the classification made in accordance with IFRS 9 Financial instruments:
Our audit procedures included, in particular:
• verification of the compliance of the adopted valuation principle with the applicable financial reporting standards,
• determining whether there have been changes in the methodology used to value receivables from loans granted in relation to the previous audited year,
• determining whether there have been changes in the terms of the applicable agreements in relation to the previous audited year in the scope of the loans granted,
• analysis of loan agreements and the correctness of the recognition of the effects of contractual terms,
• understanding and assessing the correctness of the classification and the methods used to measure
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a) at amortized cost, including an allowance for expected credit losses, including purchased or originated credit-impaired loans, or
b) at fair value through profit or loss.
In the financial year, the impairment loss on expected credit loss on loans granted at amortised cost in the amount of PLN 145 million was reversed.
For loans measured at fair value, gains on changes in fair value in the amount of PLN 214 million and losses on changes in fair value in the amount of PLN 34 million were recognized.
Disclosures regarding the valuation of receivables from loans granted are presented in Note 6.2 and Note 7.5.2.5 of the separate financial statements.
Determining the amount of creation or reversal of the expected credit loss allowance, as well as the measurement to fair value of the loan receivables is associated with the need to make a number of material assumptions and make judgments, in particular regarding the Company's strategy, macroeconomic and market assumptions, as well as predictions regarding legal conditions, financial plans and cash flow forecasts.
Bearing in mind the inherent risk of uncertainty associated with material estimates made by the Management Board, as well as the materiality of items in the separate financial statements, we considered this to be a key matter for our audit.
receivables from loans granted in accordance with the relevant financial reporting standards,
• verification of the mathematical correctness and methodological consistency (with the use of internal valuation experts) of the valuation model prepared by the Management Board of the Company, fair value for receivables from loans granted measured at fair value and impairment losses on expected credit losses for receivables from loans granted measured at amortised cost, respectively,
• assessment of the work performed by external experts used by the Company's Management Board, including their competence and independence,
• critical assessment of the assumptions adopted by the Management Board of the Company and estimates made to determine, respectively, the fair value of the loans and the amount of expected credit losses,
• assessment of the sensitivity analysis of the assumptions made by the Management Board to the valuation result,
• assessment of the correctness and completeness of disclosures in the scope of valuation of receivables from loans granted and analysis of their recoverability.
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Fair value derivatives measurement and hedge accounting.
The Company is a party to transactions in derivatives based on the volatility of prices, interest rates and exchange rates. Derivatives are described in Note 7.2 of the separate financial statements.
The value of financial assets arising from open-ended derivatives as at 31 December 2025 amounted to PLN 296 million, including PLN 290 million in hedge accounting.
The value of financial liabilities under open derivatives as at 31 December 2025 amounted to PLN 3,066 million, including PLN 2,888 million in hedge accounting.
The Company uses cash flow hedge accounting. In accordance with the Company's accounting policy, derivatives are measured at fair value for each balance sheet date or settlement date. In the case of hedging instruments, future cash flows, gains and losses arising from changes in the fair value of the instrument in the part considered effective hedging are recognised in other comprehensive income and accumulated in equity on the measurement of financial instruments until such time as the transactions that are the subject of the hedge have an impact on the financial result.
Our audit procedures included, in particular:
• assessment of compliance of the Company's accounting policy with regard to the initial recognition and measurement of derivatives with the relevant financial reporting standards,
• understanding the policy adopted by the Company to protect against the risk of changes in metal prices, interest rate risk and currency risk,
• understanding and assessing the process of valuation of derivatives, including the adopted methodology and sources of obtaining market data and unobservable parameters,
• verification, on a selected sample, of key parameters of selected derivatives to external data, independent of the Company,
• making, with the use of PwC's internal valuation specialists, independent valuations of derivatives to fair value and comparing them with the Company's valuation. In cases where the results obtained deviated from those calculated by the Company's management, we assessed whether these differences were within the ranges acceptable in the light of taking into account estimates of future metal prices, interest rates, exchange rates,
• verification, by PwC's internal specialists in the field of valuations, the correctness of the application of hedge accounting, the correctness of determining the effective part of hedging relationships, conducting qualitative
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As at 31 December 2025, the balance of other comprehensive income from the valuation of hedging derivatives accumulated in equity amounted to PLN 2,238 million (after deferred tax).
Determining the fair value of derivatives and the effectiveness of collateral is an area that requires significant estimate by the Management Board as to the future development of metal prices, interest rates, exchange rates, and is associated with the use of an appropriate model of valuation of the instrument in a given situation. Bearing in mind the inherent risk of uncertainty associated with material estimates made by the Management Board, as well as the materiality of the impact of these transactions on the separate financial statements, we considered this to be a key matter for our audit.
effectiveness tests and verifying the division of relationships into effective and ineffective parts,
• analysis of hedge accounting documentation on a selected sample in terms of completeness and correctness of the determination of the hedging relationship,
• verification by PwC's internal specialists of the disclosures contained in the separate financial statements in terms of compliance with the requirements of the relevant financial reporting standards.
Responsibility of the Management Board and the Supervisory Board of the Company for the separate financial statements
The Management Board of the Company is responsible for preparation , on th based on the properly maintained books of accounts of the annual separate financial statements that give a true and fair view of the Company's financial position and result of operation in accordance with the International Financial Reporting Standards as adopted by the European Union, the adopted accounting principles , an the applicable laws and the Company’s Articles of Association and for such internal control as the , Company’s Management Board determines necessary to enable the preparation of separate financial statements that are free from material misstatement whether due fraud or error.
In preparing the separate financial statements, the Copmany’s Management Board is responsible for assessing the Company's ability to continue as going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Company’s Management Board of the Company either intends to liquidate the Company or cease operations, or has no realistic alternative but to do so.
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The Company’s Management Board and members of the Supervisory Board are obliged to ensure that the separate financial statements comply with the requirements specific in the Accounting Act. Members of the Supervisory Board are responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are fee from material misstatement , whether due to fraud or error, and to issue an auditor’s report that include our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these separate financial statements.
The scope of the audit does not include an assurances of the Company’s future profitability nor the efficiency and effectiveness of conducting its affairs by the Company’s Management Board, now or in future.
As part of an audit in accordance with NSA, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
● identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misrepresentation resulting from fraud is higher than that for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls;
● obtain and understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the Company's internal control;
● evaluate the appropriateness of of th accounting policies applied and the legitimacy of accounting estimates and related disclosures made by the Management Board of the Company;
● conclude appropriateness of the Company’s the Management Board use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as going concern. If we conclude that a material uncertainty exists, we are required to draw attention s in our auditor's report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;
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● evaluate the overall presentation, structure and content of the separate financial statements, including disclosures, and whether the separate financial statements present the underlying transactions and events in a manner that ensures a fair presentation;
● we plan and conduct a group audit to obtain sufficient appropriate audit evidence with respect to the financial information of entities or business units within the Company as a basis for expressing an opinion on the separate financial statements. We are responsible for directing, supervising and reviewing the work done for the audit group and are solely responsible for our opinion of the audit.
We communicate with the Audit Committee of the Company regarding, among other things, the planned scope and timing of the audit and significant audit findings, including any significant internal control weaknesses that we identify during the audit.
We also provide Audit Committee of the Company with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied
From the matters communicated to the Audit Committee of the Company, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other information, including the report on operations
Other information comprises:
● report on the Company’s and the KGHM Polska Miedź S.A. Group’s (“the Group”) operations for the financial year ended 31 December 2025 (the "Joint Report on Operations"), together with a corporate governance statement, and a statement of the Company and the Group on non-financial information referred to in art. 49b sec. 1 and art. 55 sec. 2b of the Accounting Law, which are separate parts of this joint Report on activities;
● the consolidated report on payments to the public administration,
● other documents included in the Annual Report for the financial year ended 31 December 2025
(together "Other Information").
Other information does not include the separate financial statements and the auditor's report thereon.
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Responsibility of the Management and Supervisory Board of the Company
The Management Board of the Company is responsible for the preparation of the Other Information in accordance with the law.
The Company’s Management Board and the members of the Supervisory Board are obliged to ensure that the Report on Operations including its separate parts and the consolidated report on payments to the public administration complies with the requirements of the Accounting Act.
Statutory auditor’s responsibility
Our opinion on the separate financial statements does not cover the Other Information.
In connection with the audit of the separate financial statements, our responsibility under NSA is to read the Other Information and, in doing so, consider whether the Other information materially inconsistent with the information in the separate financial statements, our knowledge obtained in our audit, or otherwise appears to be materially misstated. If, based on the work performed, we identified a material misstatement in the Other Information, we are obliged to inform about it in our audit report.
In accordance with the requirements of the Act on Statutory Auditors, we are also obliged to issue an opinion on whether the Report on the operations, to the extent not related to sustainability reporting, has been prepared in accordance with the requirements of Article 49 of the Accounting Act and paragraph 72 of the Regulation of the Minister of Finance dated 6 June 2025 on current and periodical information submitted by issuers of securities and conditions for considering as equivalent the information required under the legislation of a non-Member State (“Regulation on current information”), is consistent with information included in separate financial statements and to issue a statement as to whether, in the light of the knowledge about the Company and its environment obtained during the audit, any material misstatements have been identified in the Report on the operations [to the extent not related to sustainability reporting, and an indication of what any such material misstatement is.
Moreover, we are obliged to issue an opinion on whether the Company provided the required information in its corporate governance statement.
Statement on the Other information
We declare that in the light of the knowledge about the Group and its surroundings obtained during our audit:
● we have nothing to report regarding identification of material misstatements in the Other information ,
● we have not identified any material misstatements in the Joint Report on activities, to the extent not related to sustainability reporting .
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Opinion on the Joint Report on activities to the extent not related to sustainability reporting
Based on the work we carried out during our audit, in our opinion, the Report on the operations, to the extent not related to sustainability reporting:
● has been prepared in accordance with the requirements of Article 49 of the Accounting Act and paragraph 73 of the Regulation on current information;
● is consistent with the information contained in the separate financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Company included information set out in [[para. 72.7 (5) of the Regulation on current information. In addition, in our opinion, information specified in [paragraph 72.7 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance statement are consistent with the applicable provisions of the law and with information included in the stand-alone financial statements.
Report on other legal and regulatory requirements
Opinion on the requirements of Article 44 of the Energy Law
The Management Board of the Company is responsible for preparing regulatory financial information in accordance with the requirements of Article 44 of the Act of 10 April 1997 – Energy Law ("Energy Law").
In accordance with Article 44 of the Energy Law, we are obliged to audit regulatory financial information and to issue an opinion required by the Energy Law.
Regulatory financial information has been presented in Note 12.11 to the financial statements. Our audit did not cover an evaluation as to whether the information required to be disclosed under the Energy Law is sufficient to ensure equal treatment of consumers and to eliminate cross-subsidization between segments.
In our opinion, the relevant Statements of Financial Position as at 31 December 2025 and the items of the Statement of Profit and Loss for the year ended prepared separately for each of the operating segments included in the regulatory financial information (explanatory note no. 12.11) comply, in all material respects, with the requirements referred to in Article 44(2) of the Energy Law, in terms of ensuring the equal treatment of users and elimination of cross-subsidization between segments.
In our opinion, the relevant items of the Statement of Financial Position as at 31 December 2025 and the items of the Statement of Profit and Loss for the year then ended 2025 included in the regulatory
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financial information (explanatory note no. 12.11) comply, in all material respects, with the requirements referred to in Article 44(2a) of the Energy Law.
Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services we have provided to the Company and its subsidiaries are in accordance with the applicable laws and regulations in Poland and that we have not provided any non-audit services that are prohibited under Article 5(1) of the EU regulation and Article 136 of the Act on Statutory Auditors. .
Non-audit services that we provided to the Company and its subsidiaries in the audited period are listed in the Joint Report on activities.
Appointment
We were appointed to audit the Group's annual separate financial statements by the resolution of the Supervisory Board of the Parent Company of 7 December 2018, 2 October 2021 and by the resolution of 31 October 2023. We have been auditing the Company’s separate financial statements without interruption from the financial year ended 31 December 2019, i.e. for 7 consecutive years.
The key statutory auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of audit firms under number 144, the result of which is this independent auditor's report, is Rafał Matusiak.
Original report is signed in Polish language
Rafał Matusiak
Key Statutory Auditor
Registration number: 13858
Wroclaw, March 25, 2026