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 S.A.
Report on the audit of the consolidated financial statements
Our opinion
In our opinion, the annual consolidated financial statements:
• give a true and fair view of the consolidated financial position of KGHM Polska Miedź S.A. (the "Parent Company") and its subsidiaries (together, the "Group") as at 31 December 2025 and the Group's consolidated financial performance and consolidated cash flows for the year then ended in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the adopted accounting policies ;
• comply in terms of form and content with the laws applicable to the Parent Company's Articles of Association.
Our opinion is consistent with our additional report to the Audit Committee of the Parent Company, issued on of the date of this report.
What we have audited
We have audited the annual consolidated financial statements of the KGHM Polska Miedź S.A. Group, which comprise:
● the consolidated statement of financial position as at 31 December 2025;
● the consolidated statement of profit or loss for the financial year ended on that date;
● the consolidated statement of comprehensive income for the financial year ended that date;
● the consolidated statement of changes in equity for the financial year ended on that date;
● the consolidated statement of cash flows for the financial year ended that date, and
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● the additional information comprising the introduction to the consolidated financial statements and additional notes and explanations .
Basis of the opinion
We conducted our audit in accordance with the National Standards on Auditing in the wording of the International Standards on Auditing 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”) and the Regulation (EU) No. 537/2014 of 16 April 2014 on specific requirements regarding the statutory audit of public interest entities and repealing Commission Decision 2005/909/EC (the “EU Regulation”). Our responsibilities under NSA are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the ethical requirements of the EU Regulation that are relevant to audits of financial statements of public interest entities, 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 EU Regulation, 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 Group in accordance with the independence requirements set out in the Act on Statutory Auditors and in the EU Regulation.
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Our audit approach
Overview
The overall materiality threshold adopted for our audit was determined at the level of PLN 382 million, which constituted 4.5% of the consolidated financial result before tax determined at the stage of the commencement of the final audit, adjusted for the impact of mining tax.
• As an audit firm, we have audited the annual separate financial statements of the Parent Entity and the annual financial statements of selected subsidiaries.
• We have received a report on the audit of another statutory auditor who audited the consolidation package of the KGHM International Ltd Group.
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• Recognizing revenue from customer contracts
• Valuation of financial assets arising from loans granted to the Sierra Gorda S.C.M. Joint Undertaking
• Assessment of the recoverability of key non-current assets of KGHM International LTD., domestic subsidiaries and mining and metallurgical production assets of KGHM Polska Miedź S.A.,
• Fair value derivatives measurement and hedge accounting.
• Valuation of the investment in the Sierra Gorda S.C.M. joint venture and assessment of the recoverability of this investment.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Parent Company’s Management Board made subjective judgements; 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.
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Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated 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 consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the consolidated 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 consolidated financial statements as a whole.
Overall materiality
PLN 382 million
How we determined it
4.5% of the consolidated pre-tax financial result determined at the stage of the start of the final audit, adjusted for the impact of the mining tax.
Rationale for the materiality benchmark applied
We have adopted consolidated profit before tax as the basis for determining materiality because, in our opinion, this measure is commonly used to assess the Group's operations by users of financial statements and is a generally accepted benchmark. We have adjusted the impact of the mining tax on the financial result before tax due to the fact that it is not a fee dependent on the results achieved by the Group. We assumed an overall materiality of 4.5% because, based on our professional judgment, it is within the acceptable quantitative materiality thresholds.
We agreed with the Audit Committee of the Parent Company that we would report to them misstatements of the consolidated financial statements identified during our audit above PLN 15 million, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
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How we tailored our Group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
As an audit firm, we have audited the annual separate financial statements of the Parent Entity and the annual financial statements of 10 subsidiaries based in Poland. We have received a report on the audit of another statutory auditor who audited the consolidation package of the KGHM International Ltd Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated 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
Recognizing revenue from customer contracts
In 2025, the Group recognised revenues from contracts with clients in the amount of PLN 36,366 million, which were described in Part 2 of the consolidated financial statements. The Group's revenues are generated mainly from the sale of copper (68%), silver (17%) and gold (5%). Revenues are recognised at the time when the Group fulfils its obligation to perform a service in the form of a transferred good or service with the purchaser taking control of the asset. 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.
Our audit procedures included in particular: • determining whether there were changes in the internal control system or the rules adopted in the Group with regard to recognizing revenues from contracts with customers 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 material sales contracts, • 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,
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Bearing in mind the materiality of the items in the Group's consolidated financial statements, as well as the susceptibility of the position to the risk of distortion, we decided that this is a key matter for our audit.
• 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 Group's contractors, • verifying, on a selected sample, the recognition of sales in the correct reporting period, taking into account the Incoterms and conditions of the agreements concluded with the Group's contractors, • assessing the correctness and completeness of the disclosures in the consolidated financial statements concerning revenues from contracts with clients.
Valuation of financial assets arising from loans granted to the Sierra Gorda S.C.M. Joint Undertaking
As at 31 December 2025, the Group discloses the balance of loans granted to the joint venture Sierra Gorda S.C.M. in the amount of PLN 8,436 million, which constitutes 14% of the Group's total assets. The receivables from loans granted to Sierra Gorda S.C.M. disclosed in the consolidated financial statements are measured at amortized cost, taking into account the impairment loss on expected
Our audit procedures included in particular: • determining whether there were changes in the methodology used to estimate receivables from loans granted in relation to the previous audited year,
• verification of the mathematical correctness and methodological consistency (with the use of internal valuation experts) of the model of valuation of receivables from loans granted prepared by the Management Board of the Parent Entity on the basis of
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credit loss. Loans at initial recognition in accordance with IFRS 9 Financial Instruments were classified as purchased or originated credit- impaired loans, i.e. impaired due to credit risk, and losses related to such recognition and assessment were recognised in previous reporting periods. In the financial year, a profit on the reversal of impairment of these loans in the amount of PLN 484 million was recognised. Disclosures regarding the valuation of receivables from loans granted to Sierra Gorda S.C.M., including assessments of their recoverability, are presented in Note 6.2 and Note 7.5.2.4 of the consolidated financial statements. The determination of expected credit losses in relation to financial assets arising from loans granted is associated with the need to make a number of material assumptions and make judgments, in particular regarding the Parent Entity's strategy towards investments in the joint venture, macroeconomic and market assumptions, as well as forecasts as to 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 consolidated financial statements, we considered this to be a key matter for our audit.
a methodology developed with the use of external experts in previous reporting periods,
• critical assessment of the assumptions adopted by the Management Board of the Parent Entity and the estimates made to determine expected credit losses, including, among others:
- the period of projection of future cash flows generated by the mine and the assumed level of revenues, operating margin and future capital expenditures,
- planned recovery scenarios used to estimate the level of future cash flows from loan receivables and the probability weights assigned to them,
• assessment of the sensitivity analysis of the assumptions made to the valuation result carried out by the Management Board of the parent company,
• assessment of the correctness and completeness of the disclosures in the consolidated financial statements regarding the valuation of financial assets from loans granted and assessment of their recoverability.
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Assessment of the recoverability of key non-current assets of KGHM International LTD., domestic subsidiaries and mining and metallurgical production assets of KGHM Polska Miedź S.A.,
As at 31 December 2025, in the consolidated financial statements, the Group discloses property, plant and equipment and intangible assets with a carrying amount of PLN 31,780 million, which constitutes 55% of the total assets of the Group disclosed in the consolidated statement of financial position. As at 31 December 2025, the Group identified the prerequisites for conducting impairment tests on property, plant and equipment, plant and equipment in relation to the following cash-generating units: a) PMT Linie Kolejowe Sp. z o.o. b) Uzdrowiska Kłodzkie S.A. – PGU Group c) Centrozłom Wrocław S.A.As a result of the tests carried out, impairment losses in the total amount of PLN 240 million were made in the consolidated financial statements for the following cash- generating units: a) PMT Linie Kolejowe Sp. z o.o. in the amount of PLN 216 million b) Uzdrowiska Kłodzkie S.A. – PGU Group in the amount of PLN 24 million.
Disclosures regarding the assessment of impairment of property, plant and equipment and intangible assets are presented in Section 3 of the consolidated financial
Our audit procedures included in particular: • understanding and assessment of the process of identifying the indications of impairment of assets or reduction of the previously recognised impairment loss, • verification of the analysis indicating the absence of impairment indications prepared by the Management Board for the mining and metallurgical production assets of KGHM Polska Miedź S.A., • understanding and assessing the correctness of the methods used to conduct impairment tests, in the event of identifying the prerequisites for conducting the tests, in accordance with the relevant financial reporting standards, • understanding and assessing the principles of determining cash-generating centres, • assessing the work performed by external experts used by the Group's Management Board, including their competence and independence, • verification of mathematical correctness and methodological consistency (with the use of internal valuation experts) of valuation reports prepared by independent appraisers; • assessment of the comparability of transactions in the case of using the market method to determine the recoverable amount;
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statements (note 3.1). Bearing in mind the inherent risk of uncertainty associated with material judgments and estimates made by the Management Board of the Parent Entity when calculating the recoverable amount of assets tested for impairment, we considered this to be a key matter for our audit.
• critical assessment of the assumptions adopted by the Management Board of the Parent Entity and the estimates made to determine the recoverable amount, including, among others:
- the period of projection of future cash flows on the basis of the approved budgets of the cash- generating centres for which the impairment test has been carried out and the assumed level of production volume, revenues, operating margin and future replacement and capital expenditures,
- the discount rate applied (based on the weighted average cost of capital);
- residual value, including residual growth/decline rate after the forecast period,
• assessment of the sensitivity analysis of the assumptions made by the Management Board to the valuation result,
• assessing the correctness and completeness of the disclosures in the assessment of the recoverability of non-current assets and the relevant judgments in this regard
Fair value derivatives measurement and hedge accounting.
The Group 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 consolidated 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
Our audit procedures included, in particular: • assessment of the compliance of the Parent Entity's accounting policy for the initial recognition and measurement of derivatives with the relevant financial reporting standards, • understanding of the Parent Entity's policy of hedging against metal price risk, interest rate risk and currency risk,
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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 Group uses cash flow hedge accounting. In accordance with the Group'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 from 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. As at 31 December 2025, the balance of other comprehensive income from the valuation of hedging derivatives accumulated in equity amounted to PLN 2,236 million (after deferred tax). The determination of the fair value of derivatives and the effectiveness of the hedge is an area that requires significant estimate by the Management Board of the Parent Entity 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.
• understanding and assessing the process of valuation of derivatives, including the adopted methodology and sources of obtaining market data and unobservable parameters; • verifying, on a selected sample, the key parameters of selected derivatives to external data, independent of the Group's control, • performing, with the use of PwC's internal valuation specialists, independent valuations of all derivatives to fair value open as at the balance sheet date, and comparison with the Group's valuation. Assessing the differences in the fair value valuation of derivatives between PwC's independent valuations and the valuations prepared by the Group. In cases where the results obtained deviated from those calculated by the management of the Parent Entity, we assessed whether these differences were within the ranges acceptable in the light of taking into account estimates of future prices of metals, interest rates, exchange rates,
• 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 in the field of valuations, correctness of the application of hedge accounting, correctness of determining the effective part of hedging relationships, conducting qualitative effectiveness tests and verifying the division of relationships into effective and ineffective parts, • verification, by PwC's internal specialists, the disclosures contained in the consolidated financial
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Bearing in mind the inherent risk of uncertainty related to material estimates made by the Management Board of the Parent Company, as well as the materiality of the impact of these transactions on the consolidated financial statements, we considered this to be a key matter for our audit.
statements in terms of meeting the requirements of the relevant financial reporting standards.
Valuation of the investment in the Sierra Gorda S.C.M. joint venture and assessment of the recoverability of this investment
The Group holds a 55% stake in Sierra Gorda S.C.M., which meets the definition of an investment in a joint venture and as at the balance sheet date is disclosed in the consolidated financial statements in accordance with the equity method. The carrying amount of the investment as at 31.12.2025 amounts to PLN 1,814 million (31.12.2024: PLN 0), which constitutes 3% of the total assets of the Group disclosed in the consolidated statement of financial position.
Disclosures regarding the recognition of the valuation of investments using the equity method are presented in Part 6 of the consolidated financial statements (note 6.1).
As of 31 December 2025. The Group has identified the prerequisites for conducting impairment tests on the investment in the Sierra Gorda S.C.M. joint venture.
As a result of the test, a part of the historically created impairment loss on investments in the joint venture in the
Our audit procedures included, in particular: • gaining an understanding of the process used by the Management Board of the Parent Entity to assess the value of the investment in the Sierra Gorda S.C.M. joint venture, including the data sources used in the valuation models and internal control mechanisms in this area, • a critical assessment of the key assumptions adopted by the Management Board in determining the recoverable amount, including, but not limited to, projected metal prices, production levels, operating and investment costs, fair value of the joint venture's subordinated loan debt and forecast period, • an assessment of the reasonableness of the discount rate applied for future cash flows, with the support of PwC's internal valuation specialists, and the discount rate used to measure the joint venture's financial liability under subordinated loans to fair value, • Verify the mathematical correctness of valuation models and conduct sensitivity analyses to assess the impact of changes in key assumptions on the
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amount of PLN 252 million was reversed in the consolidated financial statements.
Disclosures regarding the assessment of the recoverable value of the investment in the joint venture are presented in Part 3 of the consolidated financial statements (note 3.1) The assessment of the recoverable value of the investment in the joint venture Sierra Gorda S.C.M. requires the Management Board of the Parent Entity to make material judgments and estimates, in particular with regard to projected future cash flows, assumptions regarding the level and schedule of production, prices, operating and investment costs, as well as the discount rate applied. These estimates are subject to significant uncertainty, and their change may have a significant impact on the recoverable value of the investment. In addition, the investment valuation process takes into account the financial information received from the joint venture, as well as the results of analyses and arrangements conducted during the financial year, including meetings with the Management Board and with the participation of valuation specialists. Bearing in mind the significance of the investment in Sierra Gorda S.C.M. for the Group's consolidated financial statements, as well as the high level of judgment and uncertainty related to the assumptions made, we considered the valuation of this investment to be a key issue of our audit.
recoverable amount of the investment; • Assess the accuracy and completeness of the disclosures in the consolidated financial statements relating to the investments in the Sierra Gorda S.C.M. Joint Undertaking, including disclosures regarding material judgments and estimate uncertainties.
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Responsibility of the Management and Supervisory Board of the Parent Company for the consolidated financial statements
The Management Board of the Parent Company is responsible for the preparation, of the annual consolidated financial statements that give a true and fair view of the Group’s financial position and financial performance result on operation, in accordance with International Financial Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable laws and the Parent Company’s Articles of Association, and for such internal control as the Parent Company’s Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent Company’s Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Parent Company’s Management Board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Parent Company’s Management Board and members of the Supervisory Board are obliged to ensure that the consolidated financial statements comply with the requirements specified in the Accounting Act of 29 September 1994 (“the Accounting Act”). Members of the Supervisory Board are responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the NSA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
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individually or in aggregate, they could reasonably be expected to influence economic decisions of users taken on the basis of these consolidated financial statements.
The scope of the audit does not include an assurance on the Group’s future profitability nor the efficiency and effectiveness of conducting its affairs by the Parent 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 consolidated 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 a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Parent Company’s Management Board;
• conclude on the appropriateness of the Parent Company’s Management Board’s 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 Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated 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 Group to cease to continue as a going concern;
• evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
• plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for the purpose of the group audit. We remain solely responsible for our audit opinion.
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We communicate with the Audit Committee of the Parent Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee of the Parent 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 Parent Company, we determine those matters that were of most significance in the audit of the consolidated 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 Joint Report on activities
Other information comprises:
● report on the activities of the Parent Company and KGHM Polska Miedź S.A. Group (“Group”), in which KGHM Polska Miedź S.A. is the dominant Parent Company, for the financial year ended 31 December 2025 (“the joint Report on activities "), together with a statement on the application of corporate governance 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,
● consolidated report on payments to the public administration,
● other documents comprising the Annual Report for the financial year ended 31 December 2025 (the "Annual Report"),
(collectively, "Other Information").
Other information does not include the financial statements and our auditor’s report thereon.
Responsibility of the Management and the Supervisory Board of the Parent Company
The Management Board of the Parent Company is responsible for preparing the Other Information in accordance with the law.
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The Parent’s Company Management Board and members of the Supervisory Board of the Parent Entity are obliged to ensure that the Joint Report on the Parent Company’s and Group’s activities and a separate Consolidated report on payments complies with the Accounting Act.
Statutory auditor’s responsibility
Our opinion on the consolidated financial statements does not cover the Other Information.
In connection with our audit of the consolidated financial statements, our responsibility under NSA is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the information in the consolidated 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 the 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 law, is consistent with information included in annual consolidated financial statements and to issue a statement as to whether, in the light of the knowledge about the Group 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 Group provided the required information in its corporate governance statement and to inform whether the Company Group prepared a statement on non-financial information.
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 .
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;
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● is consistent with the information contained in the consolidated financial statements.
Opinion on the Corporate Governance Statement
In our opinion, in its corporate governance statement, the Parent Company and the Group included information set out in para. 70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in paragraph 70.6 (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 and the consolidated separate financial statements
Report on other legal and regulatory requirements
Report on the compliance of the marking up of consolidated financial statements with the requirements of the European Single Electronic Format ('ESEF')
In connection with the audit of the consolidated financial statements, we have been engaged by the Parent Company’s Management Boardon the basis of a contract to provide an attestation service providing reasonable assurance in order to express an opinion on whether the consolidated financial statements of the Group as at the date and for the year ended 31 December 2025 prepared in the single electronic reporting format contained in a file called G30CO71KTT9JDYJESN22-2025-12-31-1-en.xbri ("consolidated financial statements in the ESEF format") has been labelled in accordance with the requirements set out in article 4 of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”).
Description of the subject matter of the order and applicable criteria
The consolidated financial statements in the ESEF format were prepared by the Parent Company’s Management Board to comply with the technical requirements regarding the specification of a single electronic reporting format and marking up, which are set out in the ESEF Regulation.
The subject matter of our assurance engagement is the compliance of the marking up of consolidated financial statements in the ESEF format with the requirements of the ESEF Regulation and the requirements of this regulation, in our view, constitute appropriate criteria to form an opinion.
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Responsibility of the Management Board and the Supervisory Board of the Parent Company
The Parent Company’s Management Board is responsible for the preparation of the consolidated financial statements in the ESEF format in accordance with the technical requirements regarding the specification of a single electronic reporting format which are set out in the ESEF Regulation. This responsibility includes the selection and application of appropriate markups in XBRL using taxonomy specified in the ESEF Regulation. The responsibility of the Management Board of the Parent Company also includes designing, implementing and maintaining internal controls relevant for the preparation of the consolidated financial statements in the ESEF format which are free from material non-compliance with the requirements of the ESEF Regulation and their marking-up in compliance with these requirements.
Members of the Parent Company’s Supervisory Board are responsible for overseeing the financial reporting process, which also includes the preparation of the consolidated financial statements in accordance with the format that is compliant with legal requirement.
Our responsibility
Our objective was to express an opinion, based on the conducted reasonable assurance engagement, whether the consolidated financial statements prepared in the ESEF format were marked up, in all material respects, with the requirements of the ESEF Regulation.
We conducted our engagement in accordance with the National Standard on Assurance Engagements other than Audit and Review 3001PL – “Audit of financial statements prepared in the single electronic reporting format” (“KSUA 3001PL”) and where relevant with the National Standard on Assurance Engagements 3000 (R) in the wording of the International Standard on Assurance Engagements 3000 (Revised) - ‘Assurance Engagements other than Audits and Reviews of Historical Financial Information’ (“KSUA 3000(R)”).
These standards require that we plan and perform procedures to obtain reasonable assurance whether the consolidated financial statements in the ESEF format were marked up, in all material respects, in compliance with the specified criteria.
Reasonable assurance is a high level of assurance, but it does not guarantee that the engagement performed in accordance with KSUA 3001PL and, where relevant, in accordance with KSUA 3000 (R) will always detect the material misstatement (significant non-compliance with the requirements).
The selection of the procedures depends on the auditor's judgement, including the auditor's assessment of the risk of material misstatements, whether due to fraud or error. In performing the assessments of this risk, the auditor shall consider the internal control related to the preparation of the consolidated financial statements in the ESEF format in order to plan appropriate procedures to provide the auditor
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with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the internal control system was not carried out in order to express an opinion on the effectiveness of its operation.
Quality management and ethical requirements
We apply the National Standard on Quality Control 1 in the wording of the International Standard on Quality Management (PL) 1 – “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” as issued by the International Auditing and Assurance Standards Board and adopted by the resolution of the Council of the Polish Agency for Audit Oversight (“NSQC 1”). In accordance with the requirements of NSQC 1, we operate a system of quality management including documented policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
When performing the engagement, we have complied with the independence and other ethical requirements in the Code of ethics. The Code of ethics is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. We also complied with other independence and ethical requirements that apply to this assurance engagement in Poland.
Summary of the work performed
Our planned and performed procedures were aimed at obtaining reasonable assurance whether the consolidated financial statements in the ESEF format were marked-up, in all material respects, in compliance with the applicable requirements. Our procedures included in particular:
• obtaining an understanding of the process of preparation of the consolidated financial statements in the ESEF format, including the process of selection and application by the Group of the XBRL tags and ensuring the compliance with the ESEF Regulation, including understanding the mechanism of the internal control system related to this process;
• evaluating of compliance with the technical standards regarding the specification of a single electronic reporting format, including the use of XHTML, using a specialised IT tool and with the support of an IT specialist assessment;
• evaluating the completeness of marking up the consolidated financial statements in the ESEF format using the XBRL tags;
• evaluating the appropriateness of the use of XBRL tags selected from the taxonomy defined in the ESEF Regulation and whether the extension markups were used
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appropriately where no suitable element in taxonomy defined in the ESEF Regulation has been identified;
• evaluating the appropriateness of anchoring of the extension elements to the ESEF taxonomy from the ESEF regulation;
We believe that the evidence we have obtained is sufficient and appropriate to form the basis of our opinion.
Opinion
In our opinion, on the basis of the procedures carried out, the consolidated financial statements in the ESEF format have been marked, in all material aspects, in accordance with the requirements of the ESEF Regulation.
Statement on the provision of services other than audit of financial statements
To the best of our knowledge and belief, we declare that the non-audit services that we have provided to the Parent Entity and the entities controlled by it within the European Union are in accordance with the laws and regulations in force in Poland and that we have not provided non-audit services, which are prohibited under Article 5(1) of the EU Regulation and Article 136 of the Statutory Auditors Act.
The non-audit services that we provided to the Parent Company and the entities controlled by it in the period from the beginning of the audited period to the issuance of the audit report are listed in the Joint Report on Operations.
Appointment
We were appointed to audit the Group's annual consolidated 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 Group's consolidated financial statements without interruption from the financial year ended 31 December 2019, i.e. for 7 consecutive years.
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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 with the number 144., is Rafał Matusiak.
Original report is signed in Polish language
Rafał Matusiak
Key Statutory Auditor
Registration number: 13858
Wroclaw, March 25, 2026