Opinion on the consolidated financial statements

Introduction

The accompanying selected items from the consolidated financial statements of the KGHM Polska Miedź S.A. Group seated in Lubin have been prepared by the Company Management Board based on the complete audited annual consolidated financial statements for 2015 prepared in accordance with the International Financial Reporting Standards adopted by the EU. In order to fully understand the assets and financial situation of the KGHM Polska Miedź S.A. Group and its financial results for the period from January 1, 2015 to December 31, 2015 you need to read the complete consolidated financial statements of the KGHM Group, along with the opinion and audit report of the statutory auditor regarding these financial statements (the full text of the statements is available on www.kghm.com)

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

Opinion on the consolidated financial statements

We have audited the accompanying consolidated financial statements of the KGHM Polska Miedź Spółka Akcyjna Group (hereinafter called “the Group”), having KGHM Polska Miedź Spółka Akcyjna, Marii Skłodowskiej- Curie 48 Street, Lubin, as its parent company (hereinafter called “the Parent Company), which comprise the consolidated statement of profit and loss for the year from 1 January to 31 December 2015, the consolidated statement of comprehensive income, the consolidated statement of cash flows for the financial year, the consolidated statement of financial position as at 31 December 2015, the consolidated statement of changes in equity for financial year from 1 January to 31 December 2015 and explanatory notes.

The Company’s Management Board and Supervisory Board’s responsibility

The Parent Company’s Management Board is responsible for preparing the consolidated financial statements and the Management Board’s Report on the activities of the Group, and for the correctness of the accounting records comply with requirements of the Accounting Act of 29 September 1994 (“the Accounting Act” – Journal of Laws of 2013, item 330 as amended). The Parent Company’s Management Board is also responsible for internal controls as management determines necessary to enable the preparation of financial statements consolidated that are free from material misstatement, whether due to fraud or error.

Members of the Management Board and Members of the Supervisory Board of the Parent Company are obliged to ensure that the consolidated financial statements and the Management Board’s Report on the activities of the Group meet the requirements of the Accounting Act.

Auditor’s Responsibility

Our responsibility was to perform an audit of the accompanying consolidated financial statements and to express an opinion and the report on whether the consolidated financial statements present, in all material respects, a true and fair view of the Group’s financial position and its financial results in accordance with the regulations and the applicable accounting policies and on the correctness of the accounting records constituting the basis for their preparation.

We conducted our audit in accordance with section 7 of the Accounting Act and International Standards on Auditing as adopted by the National Council of Certified Auditors as the National Standards on Audit and Assurance. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Group`s consolidated financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

a. give a true and fair view of the Group’s financial position as at 31 December 2015 and its financial performance and its cash flows for the year from 1 January to 31 December 2015, in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union and adopted accounting policies;

b. comply in terms of form and content with the applicable laws for the Group, including the Decree of the Minister of Finance dated 19 February 2009 on current and periodic information provided by issuers of securities and the conditions of recognizing 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);

c. have been prepared on the basis of properly maintained consolidation documentation.

Report on Other Legal and Regulatory Requirements

Opinion on the Management Board’s Report on the activities of the Group

The information contained in the Management Board’s Report on the activities of the Group for the year from 1 January 2015 to 31 December 2015 accommodates the requirements of article 49 paragraph 2 of the Accounting Act and The Decree and is consistent with the information contained in audited consolidated financial statements.

Based on the knowledge of the Group and its environment obtained during our audit we have not identified any material misstatements in the Management Board’s Report on the activities of the Group.

In the Statement of Corporate Governance, which is a separate part of the Management Board’s Report on the activities of the Group, the Group included information in accordance with the scope defined in the Decree. This information complies with the applicable regulations and is consistent with the information contained in the consolidated financial statements.

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

Marta Ratajczyk
Kluczowy Biegły Rewident
Numer ewidencyjny 13125

Wrocław, 15 marca 2016 r.