4. Composition of the KGHM Polska Miedź S.A. Group – subsidiaries

% of Group’s share
as at
EntityHead officeScope of activities31 December 201431 December 2013
“BIOWIND” sp z o.o. in liquidation Lubin generation, transfer and distribution of electricity 100 100
BIPROMET S.A. Katowice construction, urban planning, and technology design; erection of complete facilities or parts thereof; civil and water engineering; property leasing 66 66
Bipromet Ecosystem sp z o.o. Katowice execution of central heating and ventilation installations - 47.41
CBJ sp z o.o. Lubin technical research and analyses; measurement of imissions and emissions; industrial research 100 100
CENTROZŁOM WROCŁAW S.A. Wrocław purchase/sale of scrap: steel, coloured metals and steel alloys, sale of smelter products and construction reinforcing materials, waste recycling 99.54 98.64
CUPRUM Nieruchomości sp z o.o. Wrocław activities connected with real estate management and construction, design and financial services 100 -
Ecoren DKE sp z o.o. in liquidation Polkowice collection of municipal and industrial waste, processing, storage and utilisation of waste - 100
"Energetyka" sp z o.o. Lubin generation, distribution and sale of electricity and heat; water-sewage management 100 100
Fermat 1 S.á r.l. Luxembourg foundation, development, management or exercise of control over other companies within the holding structure created to acquire KGHM INTERNATIONAL LTD. 100 100
Fermat 2 S.á r.l. Luxembourg foundation, development, management or exercise of control over other companies within the holding structure created to acquire KGHM INTERNATIONAL LTD. 100 100
Fermat 3 S.á r.l. Luxembourg foundation, development, management or exercise of control over other companies within the holding structure created to acquire KGHM INTERNATIONAL LTD. 100 100
Fundusz Hotele 01 sp z o.o. Wrocław financial activities, buying and selling of own real estate, management consulting 100 100
Fundusz Hotele 01 sp z o.o. S.K.A. Wrocław financial activities, retail and wholesale of different merchandise and products 100 100
INOVA Spółka z o.o. Lubin inspections and control of machinery, R&D work 100 100
INTERFERIE S.A. Lubin tourism, hotel and spa services 67.71 67.71
Interferie Medical SPA sp z o.o. Lubin hotel services, recreation, rehabilitation, health tourism and wellness 89.46 89.46
KGHM AJAX MINING INC. Vancouver mining of copper and gold ore 80 80
KGHM CUPRUM sp z o.o. – CBR Wrocław R&D activities 100 100
CUPRUM DEVELOPMENT sp z o.o. Wrocław activities connected with real estate management and construction, design and financial services 100 -
KGHM Ecoren S.A. Lubin production of ammonium perrhenate and road-building material; sale of raw materials for the production of abrasives; the processing and recovery of metals from ores, mineral resources and industrial waste - 100
KGHM Kupfer AG Berlin exploration for and evaluation of deposits of copper and other metals in Europe 100 100
KGHM I FIZAN Wrocław capital investing within the Portfolio of Private Assets and the Portfolio of Public Assets 100 100
KGHM III FIZAN Wrocław capital investing within the Portfolio of Private Assets and the Portfolio of Public Assets 100 100
KGHM IV FIZAN Wrocław capital investing within the Portfolio of Private Assets and the Portfolio of Public Assets 100 100
KGHM V FIZAN Wrocław capital investing within the Portfolio of Private Assets and the Portfolio of Public Assets 100 100
KGHM Kupferhandelsges. m.b.H.i L. Vienna copper trading - 100
KGHM LETIA S.A. Legnica promotion of innovation; technology transfer; operation of a technology park; property sale and rental 84.93 88.58
KGHM Metraco S.A. Legnica wholesale sales of scrap and waste, lead, non-ferrous metals, chemicals and salt, spedition services 100 100
KGHM (SHANGHAI) COPPER TRADING CO., LTD. Shanghai wholesale activities, import/export of copper/silicon products and chemicals, mechanical and electrical equipment, office materials, commercial consulting services 100 100
KGHM TFI S.A. Wrocław creation and management of funds and management of financial instruments portfolios 100 100
KGHM ZANAM sp z o.o. (formerly DFM ZANAM - LEGMET sp z o.o.) Polkowice repair and construction of machinery 100 100
"MIEDZIOWE CENTRUM ZDROWIA" S.A. Lubin hospital services; physician practice; activities related to protecting human health; occupational medicine 100 100
NITROERG S.A. Bieruń production of explosives and detonation agents used in mining 85 85
NITROERG SERWIS sp z o.o. (formerly BAZALT-NITRON sp z o.o.) Wilków sale and transport of explosives, work related to drilling and blasting 85 85
PeBeKa S.A. Lubin underground and mining construction, construction of tunnels 100 100
PB Katowice S.A. Katowice construction of complete facilities or parts thereof, general and specialty construction 58.14 58.14
in liquidation
PHP "MERCUS" sp z o.o. Polkowice trade, production of bundled electrical cables 100 100
PHU "Lubinpex" sp z o.o. Lubin retail trade in food items, catering services 100 100
Sugarloaf Ranches Ltd. Vancouver agricultural activity 100 100
PMT Linie Kolejowe sp z o.o. Polkowice management over railway infrastructure 100 100
POL-MIEDŹ TRANS sp z o.o. Lubin railway and road transportation services; trade in fuels 100 100
Polska Grupa Uzdrowisk sp z o.o. Wrocław financial holding activities, financial services, trade and real estate services 100 100
Polska Grupa Uzdrowisk Spółka z ograniczoną odpowiedzialnością S.K.A. Warsaw financial activities, retail and wholesale of different merchandise and products 100 100
„Uzdrowisko Cieplice” sp z o.o. – Grupa PGU Jelenia Góra spa services 97.87 92.66
Uzdrowiska Kłodzkie S.A. – Grupa PGU Polanica Zdrój spa services, production and sale of mineral water 99.31 92.57
Uzdrowisko Połczyn S.A. – Grupa PGU Połczyn Zdrój spa services 98.42 91.38
Uzdrowisko “Świeradów-Czerniawa” sp z o.o. – Grupa PGU Świeradów Zdrój spa services 98.65 87.74
WFP Hefra SA Warszawa production and sale of rust-proof, silver-plated and semi-silver-plated table settings, from man-made materials and ceramics 100 98.5
Walcownia Metali Nieżelaznych "ŁABĘDY" S.A. Gliwice production of non-ferrous metals, products from non-ferrous metals, services 84.96 84.96
WPEC w Legnicy S.A. Legnica generation, transfer and distribution of heat 85.2 85.2
Zagłębie Lubin S.A. Lubin management of football section, organisation of professional sporting events 100 100
0929260 B.C U.L.C. Vancouver management or exercise of control over other companies 100 100
Grupa Kapitałowa KGHM INTERNATIONAL LTD.
KGHM INTERNATIONAL LTD. Vancouver foundation, development, management or exercise of control over other companies 100 100
Quadra FNX Moly Holdings (Barbados) Ltd. Barbados management and exercise of control over other companies - -
Quadra FNX Intermoly Holdings Limited Barbados management and exercise of control over other companies - -
Malmbjerg Molybdenum A/S Greenland management and development of the Malmbjerg project with respect to molybdenum mining 100 100
International Molybdenum Plc United Kingdom financial activities 100 100
KGHMI Holdings (Barbados) Ltd. (formerly Quadra FNX Holdings (Barbados) Ltd.) Barbados management and exercise of control over other companies 100 100
Quadra FNX Chile (Barbados) Ltd. Barbados management and exercise of control over other companies 100 100
Quadra FNX Holdings Chile Limitada Chile management and exercise of control over other companies 100 100
Quadra FNX SG (Barbados) Ltd. Barbados management and exercise of control over other companies 100 100
Quadra FNX Water Holdings (Barbados) Ltd. Barbados management and exercise of control over other companies - -
Aguas de la Sierra Limitada Chile ownership and exercise of water rights in Chile 100 100
KGHM INTERNATIONAL LTD. Vancouver foundation, development, management or exercise of control over other companies 100 100
Malmbjerg Molybdenum A/S Greenland management and development of the Malmbjerg project with respect to molybdenum mining 100 100
International Molybdenum Plc United Kingdom financial activities 100 100
KGHMI (Barbados) Holdings Ltd. Barbados management and exercise of control over other companies 100 100
Quadra FNX Chile (Barbados) Ltd. Barbados management and exercise of control over other companies 100 100
Quadra FNX Holdings Chile Limitada Chile management and exercise of control over other companies 100 100
Quadra FNX SG (Barbados) Ltd. Barbados management and exercise of control over other companies 100 100
Aguas de la Sierra Limitada Chile ownership and exercise of water rights in Chile 100 100
Quadra FNX FFI Ltd. Barbados financial activities 100 100
Robinson Holdings (USA) Ltd. Nevada, USA technical and management services for subsidiaries in the USA 100 100
Wendover Bulk Transhipment Company Nevada, USA shipping services for the Robinson mine 100 100
Robinson Nevada Mining Company Nevada, USA copper ore mining, copper production and sale 100 100
Carlota Holdings Company Arizona, USA management and exercise of control of other companies 100 100
Carlota Copper Company Arizona, USA leaching of copper ore, copper production and sale 100 100
FNX Mining Company Inc. Ontario, copper and nickel ore mining, copper and nickel production and sale, Victoria project development 100 100
Canada
DMC Mining Services Ltd. Ontario, mining services contracting 100 100
Canada
Quadra FNX Holdings Partnership British Columbia, management and exercise of control of other companies 100 100
Canada
Raise Boring Mining Services, S.A. de C.V. Mexico mining services contracting 100 100
FNX Mining Company USA Inc. USA management and exercise of control of other companies 100 100
DMC Mining Services Corporation USA mining services contracting 100 100
Centenario Holdings Ltd. British Virgin Islands management and exercise of control of other companies 100 100
Pan de Azucar (BVI) Ltd. British Virgin Islands management and exercise of control of other companies - 100
Minera Carrizalillo Limitada Chile management and exercise of control of other companies 100 100
Volcanes (BVI) Ltd. British Virgin Islands management and exercise of control of other companies - 100
Mineria y Exploraciones KGHM International SpA Chile exploration services for the Sierra Gorda project and the Franke mine 100 100
Frankie (BVI) Ltd. British Virgin Islands management and exercise of control of other companies 100 100
Sociedad Contractual Minera Franke Chile leaching of copper ore, production and sale of copper 100 100
Centenario Copper (BVI) Ltd. British Virgin Islands financial activities - 100
0899196 B.C. Ltd. British Columbia, management and exercise of control of other companies 100 100
Canada

Significant changes in the structure of the KGHM Polska Miedź S.A. Group during the reporting period

Combination of jointly-controlled entities

On 21 January 2014 the General Meeting of KGHM Metraco S.A. and the General Meeting of KGHM Ecoren S.A. decided to combine the companies through the acquisition of KGHM Ecoren S.A. by KGHM Metraco S.A.

KGHM Polska Miedź S.A. owned 100% of the shares in both companies at the moment the decision to combine the companies was made. On 31 January 2014, an entry about the combination was made in the National Court Register. After the combination, KGHM Polska Miedź S.A. remains the owner of 100% of the shares of KGHM Metraco S.A., as it acquired all of the newly-issued shares in the increased share capital of KGHM Metraco S.A., covering them with the assets of KGHM Ecoren S.A. From the date of combination KGHM Metraco S.A. continued the activities previously carried out by KGHM Ecoren S.A. Due to the finalised transaction’s character (the combination of jointly-controlled entities) it did not have a significant impact on the Group’s consolidated financial statements as at 31 December 2014.

On 22 January 2014 there was a combination of subsidiaries of the KGHM INTERNATIONAL LTD. Group: Pan de Azucar (BVI) Ltd., Centenario Copper (BVI) Ltd. and Volcanes (BVI) Ltd., and subsequently their acquisition by Centenario Holdings Ltd. These actions were undertaken in order to simplify the KGHM INTERNATIONAL LTD. Group structure by dissolving subsidiaries whose activities are not related to the core business operations of KGHM INTERNATIONAL LTD. This transaction did not have a significant impact on the Group’s consolidated financial statements as at 31 December 2014.

Acquisition of employee shares

In 2014, the Group performed an acquisition of employee shares in the following subsidiaries:

  • Uzdrowiska Kłodzkie S.A. – Grupa PGU, representing 6.74% of the company’s share capital,
  • Uzdrowisko Połczyn Grupa PGU S.A., representing 7.04% of the company’s share capital,
  • Uzdrowisko Cieplice Sp. z o.o. - Grupa PGU, representing 5.21% of the company’s share capital,
  • Uzdrowisko Świeradów-Czerniawa Sp. z o.o. – Grupa PGU, representing 10.91% of the company’s share capital, and
  • CENTROZŁOM WROCŁAW S.A., representing 0.9% of the company’s share capital.

The total value of shares purchased is PLN 15 million and decreased put option liabilities for employee shares in the consolidated financial statements.

Simultaneously, a decrease in equity attributable to non-controlling interest of PLN 21 million was performed by a settlement of capital from valuation of the put option for employee shares in the amount of PLN 21 million (equity from initial recognition of put option liabilities in retained earnings).

Acquisition of these shares represents the execution of an obligation arising from a sales agreement with the State Treasury to submit an irrevocable purchase offer for all remaining employee shares, which were purchased by the employees during the privatisation process of the aforementioned companies.

Other changes in the Group’s structure in 2014 were immaterial with regards to the consolidated financial statements.

Significant changes in the structure of KGHM Polska Miedź S.A. Group during the period from January 2013 to 31 December 2013

Acquisition of employee shares

In 2013 KGHM Ecoren S.A. acquired 1 500 590 employee shares representing 13.64% of the equity of the subsidiary CENTROZŁOM WROCŁAW S.A., in accordance with the provisions of contracts to purchase the shares entered into between KGHM Ecoren S.A. and non-controlling shareholders of CENTROZŁOM WROCŁAW S.A.

The total value of the shares acquired is PLN 27 million, and decreased put option liabilities for employee shares in the consolidated financial statements. As at 31 December 2013, the Group held 98.64% of the share capital of CENTROZŁOM WROCŁAW S.A.

Acquisition of these shares represents the execution of an obligation arising from a sales agreement with the State Treasury to submit an irrevocable purchase offer for all remaining employee shares, which were purchased by the employees during the privatisation process of the aforementioned companies.

Acquisition of investment certificates of Closed-End Investment Funds

In 2013, KGHM Polska Miedź S.A. acquired investment certificates of the following investment funds:

  • On 9 September 2013 and on 20 December 2013, 696 investment certificates and 2 225 investment certificates of KGHM I Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (KGHM I FIZAN), respectively for PLN 10 629.40 per certificate and PLN 9 886.71 per certificate, paid in cash in the amount of PLN 29 million.
  • On 19 April 2013, 4 970 investment certificates of KGHM II Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (KGHM II FIZAN), for PLN 8.5 thousand per certificate, paid in cash in the amount of PLN 42.2 million.
  • On 3 June 2013, 4 210 investment certificates of KGHM V Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (KGHM V FIZAN), for PLN 10 thousand per certificate, paid in cash in the amount of PLN 42.1 million.

The managing body of the KGHM Closed-End Non-Public Investment Funds is KGHM TFI S.A. – a subsidiary of KGHM Polska Miedź S.A. The share of the KGHM Polska Miedź S.A. Group in the capital of the investment funds is 100%. The investment objective of the KGHM V FIZAN Fund is to invest capital in attractive sectors (apart from those in which the other funds managed by KGHM TFI S.A. have invested), creating synergy for the KGHM Polska Miedź S.A. Group based on the benefits arising from the diversification of activities.

The aforementioned transactions did not have a significant impact the consolidated financial statements.

Liquidation of KGHM II FIZAN

On 18 June 2013 the General Meeting of the KGHM II Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (KGHM II FIZAN)( Closed-End Non-Public Investment Fund), resolved to dissolve the Fund.
The application to liquidate KGHM II FIZAN was submitted to the Regional Court in Warsaw, Section VII Civil Registrations on 19 June 2013.

KGHM TFI S.A. was the liquidator of KGHM II FIZAN.

The aforementioned transaction did not have a significant impact the consolidated financial statements.

Other changes in the structure of the KGHM Group in 2013 were immaterial with regards to the consolidated financial statements.