Grupa Azoty S A : Ad. 7 - Registered pledges EGM

The file contains the following:

1. Draft resolution of the Extraordinary General Meeting,
2. Appendix to the draft resolution of the Extraordinary General Meeting,
3. Resolution of the Management Board,
4. Appendix to the resolution of the Management Board,
5. Request for the General Meeting to grant consent to the creation by Grupa Azoty S.A. of Tarnów (the "Company") of registered pledges over relevant assets, including a registered floating charge over a pool of movables or rights forming a single economic unit, and financial or civil-law pledges, the creation by the Company of joint contractual mortgages over ownership or perpetual usufruct rights to specific properties, and the issuance by the Company of notarised consents to enforcement.

[DRAFT RESOLUTION, SUBJECT TO NOTARY PUBLIC'S COMMENTS]

Resolution No. ___/___/2024

OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A.

dated 18 July 2024

to grant consent to the creation by Grupa Azoty S.A. of Tarnów (the "Company") of registered pledges over relevant assets, including a registered floating charge over a pool of movables or rights forming a single economic unit, and financial or civil- law pledges, the creation by the Company of joint contractual mortgages over ownership or perpetual usufruct rights to specific properties, and the issuance by the Company of notarised consents to enforcement

Pursuant to Art. 393.3 of the Commercial Companies Code of 15 September 2000 and Art.

50.8 and Art. 50.9 of the Articles of Association of Grupa Azoty S.A. (the "Company"), and in conjunction with the Management Board's Resolution No. 1412/XII/2024 of 21 June 2024 on

1) the execution of an Intercreditor Agreement(s), the creation by the Company of registered pledges over relevant assets, including a registered floating charge over a pool of movables or rights forming a single economic unit, and financial or civil-law pledges, the creation by the Company of joint contractual mortgages over ownership or perpetual usufruct rights to specific properties, and the issuance by the Company of notarised consents to enforcement,

2) the exercise of voting rights at the general meetings of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady

Chemiczne Police S.A., in votes on the creation by those companies of registered pledges over their assets, financial or civil-law pledges and joint contractual mortgages over properties of those companies, on the same basis as the Registered Pledges, Financial or Civil-Law Pledges, and Mortgages,

the Extraordinary General Meeting of the Company

resolves as follows:

Section 1

The Extraordinary General Meeting of the Company:

1. grants consent to the Management Board for the creation by the Company of registered pledges, including, without limitation:
2. 1. a registered floating charge over a pool of movables or rights forming a single economic unit within the meaning of Art. 7.2.3 of the Act on Registered Pledges and the Pledge Register of 6 December 1996, including, but not

limited to, movables, intellectual property rights (subject to exclusions provided for in the relevant agreement),

1. registered pledges over relevant assets and/or inventories of the Company, or another pool of assets (subject to exclusions provided for in the relevant agreement),
2. registered pledges over the Company's claims against any bank for the release of cash standing to the credit of a bank account under a bank account agreement (subject to exclusions provided for in the relevant agreement), and
3. registered pledges over trade receivables (a specific receivable or a pool of receivables) (subject to exclusions provided for in the relevant agreement),

in favour of a financial institution that serves in the capacity of a security agent or in a similar capacity (the "Security Agent") under an intercreditor agreement(s) executed or to be executed by, inter alia, the Company with, inter alia, Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polski S.A., CaixaBank S.A. Branch in Poland, BNP Paribas Bank Polski S.A., the European Investment Bank and the European Bank for Reconstruction and Development, Banco Santander S.A. Branch in Frankfurt, Santander Factoring Sp. z o.o., Pekao Faktoring Sp. z o.o., ING Commercial Finance Polska S.A. and BNP Paribas Faktoring Sp. z o.o. (or any of the foregoing), acting in the capacity of, without limitation, a lender, financing party, factor, or in other capacity (with the proviso that each of those entities may serve in any of those capacities), being parties to specific financing agreements (including credit facility or loan agreements, factoring agreements, guarantee facility and letter of credit facility agreements and other products) (with each of them referred to as an "Intercreditor Agreement" and all of them collectively referred to as "Intercreditor Agreements", as the case may be), or in favour of any of the creditors listed above, by way of security for claims specified in an Intercreditor Agreement, including, but not limited to (i) the Security Agent, including for claims resulting from any parallel debt originating under an Intercreditor Agreement (the "Parallel Debt"), (ii) all of the creditors specified in an Intercreditor Agreement, for claims under specific financing agreements, (iii) any of the creditors specified in an Intercreditor Agreement, for claims under specific financing agreements, or (iv) any entity or entities that have acquired claims under specific financing agreements from any of the creditors specified in an Intercreditor Agreement (the "Secured Claims"). The Security Agent or other pledgee may satisfy their claims through enforcement of the registered floating charge over a pool of

movables or rights forming a single economic unit within the meaning of Art. 7.2.3 of the Act on Registered Pledges and the Pledge Register of 6 December 1996 through:

1. 1. taking possession of the pledged assets, (ii) selling the pledged assets via public auction, (iii) placing the business under administration (satisfaction of claims from the income generated by the business), (iv) leasing out the business (satisfaction of claims from lease payments), (v) enforcing their rights in court enforcement proceedings, and (vi) using any other method permitted by law for the time being (or a selection of such methods); in the case of registered pledges over other assets or claims, the Security Agent or other pledgee may satisfy their claims through enforcement of such registered pledge on terms as agreed in the relevant registered pledge agreement;
2. grants consent to the Management Board for the creation by the Company of joint contractual mortgages over ownership or perpetual usufruct rights to specific properties (as listed in Appendix 1 to this Resolution, or over any other ownership or perpetual usufruct rights to Company-owned property of a similar nature), in favour of: the Security Agent or any creditor of the Company or of any other Group company, to secure the Secured Claims ("Mortgages");
3. grants consent to the Management Board for the creation of financial or civil-law pledges over any relevant claims the Company has against any bank for the release of cash standing to the credit of a bank account under a bank account agreement
4. 
   ("Financial or Civil-Law Pledges"), in favour of: the Security Agent or any creditor of the Company or of any other Group company (including separately in favour of each financial institution), to secure the Secured Claims;
5. grants consent to the Management Board for the issuance by the Company of consents to enforcement under Art. 777.1 of the Code of Civil Procedure of 17 November 1964 in connection with an Intercreditor Agreement(s), Registered Pledges, Mortgages, or Financial or Civil-Law Pledges.

Section 2

The list of properties over which Mortgages are to be created is attached as Appendix 1 hereto.

Section 3

This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

A detailed statement reasons is contained in the request submitted to the Extraordinary General Meeting of the Company.

Appendix ___ to Minutes No. __/__/2024 dated __.__.2024

Appendix 1

to Resolution No. ___/XI/2024

OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A.

dated ______2024

List of properties over which Mortgages are to be created

	Company			Registered			No. of entry in the Land and Mortgage Register
			address
							TR1T/00099530/0, TR1T/00065060/7,
							TR1T/00065059/7, TR1T/00076328/4,
				ul.		TR1T/00120939/4, TR1T/00145162/7,
	Grupa Azoty		Kwiatkowskiego		TR1T/00093353/3, TR1T/00120940/4,
	8			TR1T/00140054/2, TR1T/00126485/8,
	S.A.
		33-101 Tarnów,		TR1T/00139485/2, TR1T/00143729/6,
				Poland		TR1/000064069/3, TR1T/00064068/6,
							TR1T/00152086/2, TR1T/00124778/5,
							TR1T/00117253/7

- EXCERPT -

Resolution No. 1412/XII/2024

of the Management Board of Grupa Azoty S.A.

dated 21 June 2024

on: 1) the execution of an Intercreditor Agreement(s), the creation by the Company of registered pledges over relevant assets, including a registered floating charge over a pool of movables or rights forming a single economic unit, and financial or civil- law pledges, the creation by the Company of joint contractual mortgages over ownership or perpetual usufruct rights to specific properties, and the issuance by the Company of notarised consents to enforcement,

1. the exercise of voting rights at the general meetings of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Chemiczne Police S.A., in votes on the creation by those companies of registered pledges over their assets, financial or civil-law pledges and joint contractual mortgages over properties of those companies, on the same basis as the Registered Pledges, Financial or Civil-Law Pledges, and Mortgages,

Pursuant to Art. 21.1 and 21.2.10, 21.2.11 and 21.2.12 in conjunction with Art. 32.2.2 and

1. e) of the Articles of Association of Grupa Azoty S.A. (the "Company"), and Section

1. in conjunction with Section 50.8 and 50.9 in conjunction with Section 9.2 of the Rules of Procedure for the Management Board of the Company, the Management Board

resolves as follows:

Section 1

The Management Board resolves that the Company shall perform the following:

1. the execution by the Company of an intercreditor agreement(s) (with each of them referred to as an "Intercreditor Agreement" and all of them collectively referred to as "Intercreditor Agreements", as the case may be) with, inter alia, Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A.,
   Santander Bank Polski S.A., CaixaBank S.A. Branch in Poland, BNP Paribas Bank Polski S.A., the European Investment Bank and the European Bank for Reconstruction and Development, Banco Santander S.A. Branch in Frankfurt, Santander Factoring Sp. z o.o., Pekao Faktoring Sp. z o.o., ING Commercial Finance Polska S.A. and BNP Paribas Faktoring Sp. z o.o. (or any of the foregoing), acting in the capacity of, without

limitation, a lender, financing party, factor, or in other capacity (with the proviso that each of those entities may serve in any of those capacities), being parties to specific financing agreements (including credit facility or loan agreements, factoring agreements, guarantee facility and letter of credit facility agreements and other products), with the parties to such agreements including the Company or certain other companies of the Grupa Azoty Group ("Grupa Azoty Group Companies") and any of the entities specified above; an Intercreditor Agreement(s) may provide for, without limitation, (i) appointment of a financial institution specified therein to act in the capacity of a security agent or in a similar capacity (the "Security Agent"), (ii) irrevocable and unconditional obligation of the Company to make payments to the Security Agent in currencies and amounts equivalent to any sums owed by the Company to each creditor under the respective intercreditor agreement when such payments become or would become due and payable under the relevant document ("Parallel Debt") or any other obligation of the Company to make payments to a specified entity when such payments become or would become due and payable under the relevant document;

1. the creation by the Company of registered pledges, including, without limitation:
2. 1. a registered floating charge over a pool of movables or rights forming a single economic unit within the meaning of Art. 7.2.3 of the Act on Registered Pledges and the Pledge Register of 6 December 1996, including, but not limited to, movables, intellectual property rights (subject to exclusions provided for in the agreement),
   2. registered pledges over relevant assets and/or inventories of the Company, or another pool of assets (subject to exclusions provided for in the agreement),
   3. registered pledges over the Company's claims against any bank for the release of cash standing to the credit of a bank account under a bank account agreement (subject to exclusions provided for in the agreement), and
   4. registered pledges over trade receivables (a specific receivable or a pool of receivables) (subject to exclusions provided for in the agreement),

in favour of the Security Agent or any of the creditors listed above, by way of security for claims specified in an Intercreditor Agreement, including, but not limited to (i) the Security Agent, for claims under the Intercreditor Agreement, including claims resulting from the Parallel Debt, (ii) all of the creditors specified in an Intercreditor Agreement, for claims under specific financing agreements, (iii) any of the creditors specified in an Intercreditor Agreement, for claims under specific financing

agreements, or (iv) any entity or entities that have acquired claims under specific financing agreements from any of the creditors specified in an Intercreditor Agreement (the "Secured Claims"). The Security Agent or other pledgee may satisfy their claims through enforcement of the registered floating charge over a pool of movables or rights forming a single economic unit within the meaning of Art. 7.2.3 of the Act on Registered Pledges and the Pledge Register of 6 December 1996 through: (i) taking possession of the pledged assets, (ii) selling the pledged assets via public auction, (iii) placing the business under administration (satisfaction of claims from the income generated by the business), (iv) leasing out the business (satisfaction of claims from lease payments), (v) enforcing their rights in court enforcement proceedings, and (vi) using any other method permitted by law for the time being (or a selection of such methods); in the case of registered pledges over other assets or claims, the Security Agent or other pledgee may satisfy their claims through enforcement of such registered pledge on terms as agreed in the relevant registered pledge agreement ("Registered Pledges");

1. the creation by the Company of joint contractual mortgages over ownership or perpetual usufruct rights to specific properties (as listed in Appendix 1 to this Resolution, or over any other ownership or perpetual usufruct rights to Company- owned property of a similar nature), in favour of the Security Agent or any other creditor of the Company or of any other Group company, to secure the Secured Claims
   ("Mortgages"),
2. the creation of financial or civil-law pledges over any relevant claims the Company has against any bank for the release of cash standing to the credit of a bank account under a bank account agreement ("Financial or Civil-LawPledges"), in favour of: the Security Agent or any creditor of the Company or of any other Group company (including separately in favour of each financial institution), to secure the Secured Claims;
3. the execution or signing by the Company of any documents serving as the basis for the creation of Registered Pledges, Financial or Civil-Law Pledges, and Mortgages, including, without limitation, registered pledge agreements, financial or civil-law pledge agreements, and relevant representations on the creation of a mortgage;
4. the issuance by the Company of consents to enforcement under Art. 777.1 of the Code of Civil Procedure of 17 November 1964 in connection with an Intercreditor Agreement(s), Registered Pledges, Mortgages, or Financial or Civil-Law Pledges.
5. any other action to be taken by the Company to effectively create Registered Pledges, Financial or Civil-Law Pledges, and Mortgages,

1. the exercise of voting rights at the general meetings of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady
   Chemiczne Police S.A., in votes on the creation by those companies of registered pledges, financial or civil-law pledges over their assets, and joint contractual mortgages over ownership or perpetual usufruct rights to specific properties of those companies, on the same basis as the Registered Pledges, Financial or Civil-Law Pledges, and Mortgages,

subject to obtaining: (i) the Supervisory Board's opinion on the draft resolution of the Company's Extraordinary General Meeting on the creation by the Company of Registered Pledges, Financial or Civil-Law Pledges, and Mortgages, as attached to this Resolution; and

1. consents of the Company's Supervisory Board and General Meeting to the actions referred to in items 2)- 8) above (with the proviso that in the case of the actions referred to in items 6) and 8) above only the Supervisory Board's consent shall be required).

Section 2

In order to implement the provisions of Section 1.2) to 1.8) above, the Management Board resolves to request: (i) the Company's Supervisory Board to issue an opinion on a draft resolution of the Company's Extraordinary General Meeting on the creation by the Company of Registered Pledges, Financial or Civil-Law Pledges, and Mortgages, as attached to this Resolution; and (ii) the Company's Supervisory Board and General Meeting to grant consent to the Management Board for the performance of the actions referred to in Section 1.2) to 1.8) above (with the proviso that in the case of the actions referred to in Section 1.6) and

1.8) above only the Supervisory Board's consent shall be required).

Section 3

1. The list of properties over which Mortgages are to be created is attached as Appendix 1 hereto.
2. The draft resolution of the Extraordinary General Meeting is attached as Appendix 2 hereto.

Section 4

This Resolution shall take effect upon adoption.