Independent Registered Auditor’s Opinion to the Shareholders’ Meeting and the Supervisory Board of KGHM Polska Miedź Spółka Akcyjna

We have audited the accompanying financial statements of KGHM Polska Miedź S.A. (hereinafter called “the Company”), Marii Sklodowskiej-Curie 48 Street, Lubin, which comprise the statement of financial position as at 31 December 2014, showing total assets and total equity and liabilities of PLN 32.312 million, the statement of profit or loss for the year from 1 January to 31 December 2014, showing a net profit of PLN 2.414 million, the statement of comprehensive income for the year from 1 January to 31 December 2014, showing a total comprehensive income of PLN 1.979 million, the statement of changes in equity, the statement of cash flows for the financial year and additional information on adopted accounting policies and other explanatory notes.

The Company’s Management Board is responsible for preparing the financial statements and the Management Board’s Report on the activities of the Company in accordance with the applicable regulations, and for the correctness of the accounting records. Members of the Management Board and Members of the Supervisory Board of the Company are obliged to ensure that the financial statements and the Management Board’s Report on the activities of the Company comply with the requirements of the Accounting Act of 29 September 1994 (“the Accounting Act” – Journal of Laws of 2013, item 330 as amended).

Our responsibility was to perform an audit of the accompanying financial statements and to express an opinion on whether the financial statements comply in all material respects with the applicable accounting policies and whether they present, in all material respects, a true and clear view of the Company’s financial position and its financial results, and whether the accounting records constituting the basis for their preparation are properly maintained.

We conducted our audit in accordance with:

a. the provisions of Chapter 7 of the Accounting Act;
b. national standards of auditing issued by the National Council of Registered Auditors.

Our audit was planned and performed to obtain reasonable assurance that the financial statements were free of material misstatements and omissions. The audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The audit also included assessing the accounting policies applied by the Company and significant estimates made in the preparation of the financial statements, as well as overall assessment of their presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, and in all material respects, the accompanying financial statements:

a. give a fair and clear view of the Company’s financial position as at 31 December 2014 and of the financial results for the year from 1 January to 31 December 2014, in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union;
b. comply in terms of form and content with the applicable laws and the Company’s Memorandum of Association;
c. have been prepared on the basis of properly maintained books of account, in accordance with the applicable accounting policies.

The information contained in the Management Board’s Report on the activities of the Company for the year from 1 January to 31 December 2014 has been presented in accordance with the provisions of the Decree of the Minister of Finance dated 19 February 2009 concerning the publication of current and periodic information by issuers of securities and the conditions of acceptance as equal information required by the law of other state, which is not a member state (“the Decree” – Journal of Laws of 2014, item 133) and is consistent with the information presented in the audited financial statements.

The Company presented in note no. 40 of additional information on adopted accounting policies and other explanatory notes to the financial statements the information about each financial statement line item of the statement of financial position and the statement of profit or loss divided into all activities required to be disclosed according with the requirements included in the Article 44 of the Act on energy law of 10 April 1997 (Journal of Laws of 2012, item 1059 as amended).

Person conducting the audit on behalf of PricewaterhouseCoopers Sp. z o.o., Registered Audit Company No. 144:

Marcin Sawicki

Key Registered Auditor
No. 11393

Wrocław, 16 March 2015