TRANSLATORS’ EXPLANATORY NOTE
The English content of this report is a free translation of the registered auditor’s report of the below- mentioned Polish Company. In Poland statutory accounts as well as the auditor’s report should be prepared and presented in Polish language and in accordance with Polish legislation, and the accounting principles and practices generally adopted in Poland.
The accompanying translation has not been reclassified or adjusted in any way to conform to the accounting principles generally accepted in countries other than Poland, but certain terminology current in Anglo-Saxon countries has been adopted to the extent practicable. In the event of any discrepancies in interpreting the terminology, the Polish language version is binding.
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k., International Business Center, ul. Polna 11, 00-633 Warszawa, Polska; T: +48 (22) 746 4000, www.pwc.pl
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number 0000750050, NIP 526-021-02-28. The seat of the Company is in Warsaw at Polna 11.
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Independent Statutory Auditor’s Report
To the Shareholders’ Meeting and the Supervisory Board of KGHM Polska Miedź Spółka Akcyjna
Report on the audit of separate financial statements
Our opinion
In our opinion, the accompanying annual separate financial statements:
give a true and fair view of the financial position of KGHM Polska Miedź S.A. (the “Company”) on a standalone basis as at 31 December 2023 and the Company’s financial performance and the 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 Company and the Company’s Articles of Association;
have been prepared on the basis of properly maintained books of account in accordance with the provisions of Chapter 2 of the Accounting Law of 29 September 1994 (the “Accounting Act”).
Our opinion is consistent with our additional report to the Audit Committee issued on 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 2024;
and the following prepared for the financial year then ended2024:
the separate statement of profit or loss;
the separate statement of comprehensive income;
the separate statement of changes in equity;
the separate statement of cash flows, and
notes comprising a description of the significant adopted accounting policies and other explanations.
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Basis for opinion
We conducted our audit in accordance with the National 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 (the “EU Regulation”). Our responsibilities under NSA are further described in the Auditor’s responsibilities for the audit of the separate 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 Company in accordance with “the Handbook of the International code of ethics for professional accountants (including International independence standards) (Code of ethics) as adopted by resolution of the National Council of Statutory Auditors and other ethical requirements that are relevant to our audit of the separate financial statements in Poland. We have fulfilled our other ethical responsibilities in accordance with these requirements 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 the Act on Statutory Auditors and in the EU Regulation.
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Our audit approach
Overview
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 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.
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.
The overall materiality threshold adopted for the purposes of our audit has been determined at PLN 294 m, i.e. 4.5% of the financial result before tax as at the beginning of the final audit, adjusted for effects of the applicable mineral production tax.
All material items included in the separate financial statements were subject to our audit procedures
Recognition of revenues from contracts with customers;
Assessment of the recoverability of investments in shares of 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 KGHM International LTD. Group and Future 1 Sp. z o. o;
Fair value measurement of derivatives and hedge accounting.
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Materiality
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Group scoping
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Key audit matters
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Based on our professional judgement, we 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 294 m
How we determined it
4.5% of financial result before tax as at the beginning of the final audit , adjusted for effects of the applicable mineral production tax
Rationale for the materiality benchmark applied
We have adopted financial result before tax as the basis for determining materiality because, in our opinion, this measure is commonly used to assess the Group's operations by financial statements users and is a generally accepted benchmark. We made adjustments for the impact of the tax on specific mineral production as this levy is not dependent on the Group's performance. We assumed the level of materiality at 4.5% as based on our professional judgement it falls within the acceptable quantitative range of materiality
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above PLN 15 million, as well as 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 judgement, were of most significance in our audit of the separate financial statements of the current period. They include the most significant identified risks of material misstatements, including the identified risks of material misstatement resulting from fraud. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.
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Key audit matter
How our audit addressed the key audit matter
Recognition of revenues from contracts with customers
In 2024 the Company recognized revenues from contracts with customers in the amount of PLN 29 894 million, which were described in part 2 of the separate financial statements.
The Company generates revenues mainly from sales of copper (76%), silver (16%) and gold (3%).
Revenues are recognized when the Company meets the obligation to perform the service in the form of transferred good or services with simultaneous acquisition of control over this asset by the buyer. Revenue is recognized at an amount equal to the transaction price representing the consideration for the goods and services provided, including the pricing formulas used.
Bearing in mind the importance of revenues item in the separate financial statements of the Company, as well as the susceptibility of the item to the risk of misstatement, we recognized that this is a key matter for our audit
Our testing procedures included in particular:
determining whether, in relation to the previous audited year, there were changes to the internal control system or the principles adopted by the Company in terms of recognizing revenue from contracts with customers and identifying the moment of passing control over the good or service provided, and understanding of any changes in the above-mentioned scope,
analysis of the conditions contained in significant sales contracts,
conducting, on a selected sample, efficiency tests of selected internal controls, important for determining the correct moment of revenue recognition and the correct value of revenues from contracts with customers,
analysis of trends in recognized revenues from contracts with customers and explanation of unusual events and one-off transactions,
conducting tests of details on a selected sample, the selection of which used quantitative and qualitative criteria, including agreeing price rates and quantities used on issued sales invoices to contracts with customers, delivery documents and payment documents,
confirmation of selected sales transactions directly with the Company's customers,
verification, on a selected sample, of revenue recognition in the proper reporting period, taking into account Incoterms and other terms and conditions of contracts concluded with the Company's customers,
assessment of the correctness and completeness of disclosures in the separate financial statements regarding revenues from contracts with customers.
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Assessment of the recoverability of investments in subsidiaries' shares
Net book value of investments in shares in subsidiaries as of 31 December 2024, amounted to PLN 6,146 million, which represents 12% of the Company's total assets, including:
investment in shares of Future 1 Sp. z o.o. amounted to PLN 4,175 million,
investment in shares of KGHM Metraco S.A. amounted to PLN 421 million,
remaining investment in stocks and shares of companies amounted to PLN 1,550 million.
Investments in shares and stocks in subsidiaries are carried at acquisition cost less impairment lossess. Accounting policies and disclosures concerning investments in shares and stocks in subsidiaries are included in note 6.1 to the annual separate financial statements.
As at 31 December 2024, the Company identified triggers for impairment in relation to the following investments in shares in subsidiaries:
a) Pol-Miedź Trans Sp. z o.o.,
b) PeBeKa S.A.,
c) Zagłębie Lubin S.A.,
d) INVEST PV 7 Sp. z o.o.,
e) INVEST PV 40 Sp. z o.o.,
f) INVEST PV 58 Sp. z o.o.,
g) INVEST PV 59 Sp. z o.o.,
h) Future 1 Sp. z o.o.
As a result of the tests conducted, a total impairment write-down of PLN 154 million was recognized in the standalone financial statements for investments in shares in subsidiaries, including:
a) Pol-Miedź Trans Sp. z o.o. in the amount of PLN 90 million,
b) Zagłębie Lubin S.A. in the amount of PLN 25.2 million,
Our testing procedures included in particular:
verification of compliance of the adopted valuation principle with applicable accounting standards,
understanding and assessing the process of identification by the Management Board of triggers for occurrence or reversal of impairment of investments in subsidiaries,
understanding and assessing the correctness of the methods used to conduct impairment tests in accordance with the relevant financial reporting standards,
the evaluation of the work performed by external experts utilized by the Company's Management Board, including their competence and independence,
checking mathematical correctness and methodological consistency (using internal valuation experts) of the recoverable amount valuation models prepared by the Company's Management Board,
critical assessment of the assumptions adopted by the Company's Management Board and estimates made to determine the recoverable amount, including, among others:
o the projection period of future cash flows based on the approved budgets for companies for which an impairment test was performed and the level of revenues, operating margin and future investment expenditures assumed therein,
o discount rate used (based on the weighted average cost of capital),
o ○residual value, including the residual growth rate after the forecast period.
assessment of the sensitivity analysis of the adopted assumptions on the valuation result carried out by the Management Board,
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c) INVEST PV 7 Sp. z o.o. in the amount of PLN 8 million,
d) INVEST PV 40 Sp. z o.o. in the amount of PLN 16 million,
e) INVEST PV 58 Sp. z o.o. in the amount of PLN 7 million,
f) INVEST PV 59 Sp. z o.o. in the amount of PLN 8 million,
Additionally, a reversal of previously recorded impairment write-down for investments in shares of Future 1 sp. z o.o. in the amount of PLN 1,323 million was made.
Disclosures regarding impairment of investments in shares and stocks in subsidiaries are presented in section 3 of the standalone financial statements (note 3.1).
Correct assessment of the The correct identification of impairment triggers and the recoverable value calculation are areas that requires significant estimates by the Management Board.
Considering the inherent risk of uncertainty associated with significant estimates made by the Management Board, as well as the significance of items in the separate financial statements, we have determined that this is a key issue for our audit
assessment of the correctness and completeness of disclosures regarding investments in subsidiaries and impairment tests.
Assessment of the recoverability of mining and metallurgical production assets of KGHM Polska Miedź S.A.
In the separate financial statements as of December 31, 2024, the Company reported tangible and intangible fixed assets with a carrying value of PLN 22,459 million, representing 45% of the Company's total assets. These assets are valued by the Company at cost less accumulated depreciation (amortization) and accumulated impairment losses, as well as adjustments for changes in lease liability valuations in the case of right-of-
Our audit procedures included in particular:
Verification of the compliance of the adopted valuation policy with applicable financial reporting standards.
Understanding and evaluating the process used by the Management Board to identify indications of impairment for production assets.
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use assets.
As of December 31, 2024, the Company did not identify any indications that would necessitate impairment tests for mining and metallurgical production assets. Consequently, neither impairment losses nor reversals of previously recognized impairment losses for these assets were recorded in the financial statements. Disclosures in this regard are presented in Note 3.1 of the standalone financial statements.
The correct assessment of indications for impairment and the calculation of recoverable amounts are areas requiring significant judgments and estimates by the Management Board.
Considering the inherent risk and uncertainty associated with significant judgments and estimates made by the Management Board, as well as the materiality of this item in the standalone financial statements, we have identified
this as a key audit matter.
Verification of the analysis prepared by the Management Board that indicates the absence of impairment triggers.
Determining whether there have been significant changes in the key parameters used to assess indications compared to the previous audited year.
Assessing the accuracy and completeness of disclosures in the standalone financial statements regarding the identification and analysis of impairment indications.
Recoverability assessment of loans granted to the KGHM International LTD. Group and Future 1 Sp. z o. o
In the standalone financial statements as of December 31, 2024, the Company reported a loan balance (including both long-term and short-term portions) amounting to PLN 9,973 million, representing 20% of the Company's total assets. A significant portion of these loans was granted to the subsidiary Future 1 Sp. z o.o. and the KGHM International LTD. Group.
The receivables from loans granted to Future 1 Sp. z o.o. and the KGHM International LTD. Group, as reported in the standalone financial statements, are measured according to the classification
Our audit procedures included in particular:
Verifying compliance of the adopted valuation policy with applicable financial reporting standards.
Determining whether there have been changes in the valuation methodology of loan receivables compared to the previous audited year.
Determining whether there have been changes in the terms of the agreements related to the granted loans compared to the previous audited year.
Analyzing loan agreements and the correctness of recognizing the effects of contractual terms.
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under IFRS 9 Financial Instruments either:
a) at amortized cost with consideration of expected credit loss provisions, including POCI loans (purchased or originated credit-impaired), or
b) at fair value through profit or loss (FVTPL).
During the fiscal year, an expected credit loss provision for loans measured at amortized cost was recognized in the amount of PLN 164 million. For loans valued at fair value, gains from fair value changes were recognized in the amount of PLN 141 million, and losses from fair value changes amounted to PLN 123 million.
Disclosures regarding the valuation of receivables from granted loans are presented in notes 6.2 and 7.5.2.5 of the standalone financial statements.
Determining the amount for the creation or reversal of expected credit loss provisions, as well as the fair value valuation of loan receivables, involves significant assumptions and judgments, particularly regarding the Company's strategy, macroeconomic and market assumptions, anticipated legal conditions, financial plans, and cash flow forecasts.
Given the inherent risk and uncertainty associated with significant estimates made by the Management Board, and the materiality of this item in the standalone financial statements, we consider this a key matter for our audit.
Understanding and assessing the appropriateness of the classification and valuation methods of loan receivables according to the relevant financial reporting standards.
Checking the mathematical accuracy and methodological consistency (using internal valuation experts) of the valuation model prepared by the Company's Management Board, specifically the fair value for loan receivables valued at fair value and expected credit loss provisions for loan receivables measured at amortized cost.
Assessing the work performed by external experts utilized by the Company's Management Board, including their competence and independence.
Critically evaluating the assumptions and estimates made by the Company's Management Board for determining the fair value of loans and the amount of expected credit losses.
Evaluating the sensitivity analysis conducted by the Management Board regarding the impact of the assumptions on the valuation outcome.
Assessing the accuracy and completeness of disclosures regarding the valuation of receivables from granted loans and analyzing their recoverability.
Fair value measurement of derivatives and hedge accounting.
The Company is a party to derivative transactions related to volatility of prices, interest rates and exchange rates. Disclosures related to derivative
Our testing procedures included in particular:
assessment of compliance of the accounting policy adopted by the Company with respect to the
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instruments are presented in note 7.2 of the separate financial statements.
The value of derivative financial assets as at 31 December 2024 amounted to 313 million, including PLN 290 million under hedge accounting.
The Company applies hedge accounting for cash flows.
In accordance with the accounting policy of the Company, derivatives are measured at fair value at the end of each reporting period or at transaction settlement date. In relation to instruments hedging future cash flows, gains and losses resulting from changes in the fairvalue of these instrument, in the portion which is effective, are deferred in other comprehensive income and accumulated in the capital for the valuation of financial instruments, until the transactions that are the subject of the hedge have an impact on financial result. As at 31 December 2024, the accumulated amount of other comprehensive income from the valuation of hedging derivatives recognized in equity amounted to PLN 64 million (including deferred tax).
Estimating the fair value of derivatives and the effectiveness of the established hedging relationships is an area that requires a significant estimates by the Management Board as to future metal prices, interest rates and exchange rates, and involves the use of an appropriate instrument valuation model.
Considering the inherent risk of uncertainty related to significant 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 audit matter.
initial recognition and subsequent measurement of derivative instruments with the relevant financial reporting standards,
understanding of the hedging policy adopted by the Company against the risk of changes in metals prices, interest rate risk and currency risk,
understanding and evaluation of the process of valuation of derivative instruments, including the adopted methodology and sources of obtaining market data and unobservable valuation parameters,
verification, on a sample, of key parameters of selected derivatives to external independent data sources,
performing and independent valuations of all open derivatives at fair value at the balance sheet date, with the use of PwC's internal valuation experts, and comparing them with results of Company's valuations. Assessing the differences in the fair value measurement of derivative instruments between independent PwC valuations and the valuations prepared by the Group. In cases where the obtained results differed from those calculated by the management of the Company, we assessed whether these differences are within acceptable ranges, taking into account the estimates of future metal prices, interest rates and exchange rates in the valuation,
verification, performed by internal PwC valuation expert, of the correctness of the application of hedge accounting, determining the part of an effective hedging relationship, conducting qualitative effectiveness tests and verification of the division of relationships into effective and ineffective portion,
verification of disclosures in the separate financial statements in terms of meeting the requirements of the standards.
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Responsibility of the Management and Supervisory Board of the for the separate financial statements
The Management Board of the Company is responsible for the preparation of the annual separate financial statements that give a true and fair view of the Company’s financial position and results of operations, in accordance with International Financial Reporting Standards as adopted by the European Union, the adopted accounting policies, the applicable laws and the Company’s Articles of Association, and for such internal control as the Management Board determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements, the Company’s Management Board is responsible for assessing the Company’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 Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company’s Management Board and members of the Supervisory Board are obliged to ensure that the separate financial statements comply with the requirements specified in the Accounting Act. Members of the Supervisory Board are responsible for overseeing the financial reporting process
Auditor’s responsibility for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate 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, 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 assurance on the Company’s future profitability nor the efficiency and effectiveness of the Company’s Management Board conducting its affairs, 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 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 Company’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Company’s Management Board;
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conclude on the appropriateness of the 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 Company’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 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;
evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
We communicate with the Audit Committee 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 with a statement that we have complied with relevant ethical requirements regarding independence, and to 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, 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 the activities
Other information
Other information comprises:
j oint report on the activities of the Company’s and the KGHM Polska Miedź S.A. Group’s. (“the Group”) in which KGHM Polska Miedź S.A. is the parent company, for the financial year ended December 31, 2024 ("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 public administration,
other documents comprising the Annual Report for the financial year ended 31 December 2024
(together "Other information").
Other information does not include the separate financial statements and our auditor’s report thereon.
We obtained the Annual Report before the date of this audit report, except for the Report of the Supervisory Board on the results of the assessment of the separate financial statements, and the Statement of the Supervisory Board regarding the Audit Committee, which will be available after this date.
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Responsibility of the Management and Supervisory Board
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 joint Report on the Company’s and Group’s activities, along with its separate parts, the separate Report on non-financial information of the Company and the Group and Consolidated report on payments to public administration complies with the requirements of the Accounting Law .
Statutory auditor’s responsibility
Our opinion on the separate financial statements does not cover the Other Information.
In connection with our 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 is 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 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 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 1 and to inform whether the Company prepared a statement on non-financial information.
Statement on the Other information
We declare, based on the knowledge of the Company and its environment obtained during our audit, that we have not identified any material misstatements in the Report on the operations to the extent not related to sustainability reporting, and in the remaining Other information.
The Report on the operations, to the extent related to sustainability reporting, for the financial year ended 31 December 2024 was the subject of our separate limited assurance engagement, from which on 25 March 2025 we issued a report, containing an unmodified opinion.
As a result of our procedures arising from the NSA regarding the identification of material misstatements in the Report on the operations, to the extent related to sustainability reporting, we have no matters to report in this regard.
Opinion on the Joint report on the operations 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 para. 70 and para. 71 of the Regulation of the Minister of Finance dated 29 March 2018 on current and periodical information submitted by issuers of securities and conditions for considering as
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equivalent the information required under the legislation of a non-Member State (“Regulation on current information”);
is consistent with the information in the separate financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the 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.
We have not performed any assurance work relating to the separate report on non-financial information and we do not provide any assurance with regard to it
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 on 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 items of the statements of financial position as at 31 December 2024 included in the regulatory financial information (explanatory note no. 12.11) and income statements for the year then ended prepared separately for each of the operating segments 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.
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 prohibited under Article 5(1) of the EU regulation and Article 136 of the Law on Registered 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 have been nominated to audit the annual separate and consolidated financial statements of the Parent Company and the Group by virtue of the resolution of the Parent Company's Supervisory Board, dated 22 October 2021, for a period of 3 years, i.e. 2022-2024. We have been auditing separate and consolidated financial statements of the Parent Company and the Group continuously since the financial year ending 31 December 2019, i.e. for 6 consecutive years.
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The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered Audit Companies with the number 144., is Rafał Matusiak.
Original report is signed in Polish language
Rafał Matusiak
Key Registered Auditor
No. in the registry 13858
Wrocław, 25 March 2025