Grupa Azoty S A : Notice of Extraordinary General Meeting of Grupa Azoty to be held on 16 May 2024

Tarnów, 18 April 2024

NOTICE

of Extraordinary General Meeting

of Grupa Azoty S.A.

Pursuant to Art. 399.1 in conjunction with Art. 400, Art. 402[1] and Art. 402[2] of the Commercial Companies Code and in compliance with the request of the State Treasury acting in its capacity as a Grupa Azoty S.A. shareholder (submitted pursuant to Art. 400.1 of the Commercial Companies Code and Art. 42.1.4 of the Company's Articles of Association), the Management Board of Grupa Azoty S.A. of Tarnów (the "Company"), entered in the Business Register of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68- 29, with a share capital of PLN 495,977,420 (fully paid up), hereby convenes

an Extraordinary General Meeting of Grupa Azoty S.A.

to be held

on 16 May 2024 at 10:00am at the Company's registered office: ul. Kwiatkowskiego 8, Tarnów, conference room 57/58, 1st floor.

The Extraordinary General Meeting of the Company adopts the following agenda for the Meeting:

1. Opening of the Extraordinary General Meeting
2. Appointment of the Chair of the Meeting
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions
4. Adoption of the agenda
5. Voting on a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Extraordinary General Meeting
6. Appointment of a Ballot Counting Committee for the Extraordinary General Meeting

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

1. Changes in the composition of the Company's Supervisory Board
2. Voting on a resolution to cover the cost of convening and holding the Extraordinary General Meeting
3. Closing of the Meeting.

The total number of Grupa Azoty S.A. shares is 99,195,484. In principle, as at 16 May 2024 the number of votes attached to the shares is 99,195,484.

Right to attend the Extraordinary General Meeting

Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to attend the Extraordinary General Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e., as at 30 April 2024 (the record date) in accordance with applicable laws. Pledgees and usufructuaries holding voting rights may attend the Extraordinary General Meeting if the limited property rights created in their favour are registered in the relevant securities account as at the record date.

To be able to attend the Extraordinary General Meeting, holders of rights attached to shares in the Company as well as pledgees or usufructuaries holding voting rights should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to attend the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of the Extraordinary General Meeting, i.e. on or after 18 April 2024, and no later than on the first weekday following the record date, i.e. 2 May 2024. Personal certificates confirming the right to attend the Extraordinary General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository.

The list of shareholders entitled to attend the Extraordinary General Meeting will be displayed at the Company's registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Extraordinary General Meeting, i.e., on 13, 14 and 15 May 2024, from 8:00am to 4:00pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

delivered. The request may be submitted in electronic form to the following Company email address: [e-mail].

Right to attend the Extraordinary General Meeting through a proxy

Shareholders may attend the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying persons authorised to represent the legal persons. A proxy may exercise all the shareholder's rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint a separate proxy to exercise the rights attached to the shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.

A power of proxy to participate in the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, a form of electronic power of proxy is made available by the Company for downloading from https://tarnow.grupaazoty.com/. The grant of a power of proxy in electronic form must be notified to the Company using electronic means of communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Art. 33[1] of the Civil Code, a scanned copy of the principal's entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Art. 331 of the Civil Code, a scanned copy of the proxy's entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: [e-mail]. Together

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not need to be signed with a qualified electronic signature.

The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.

It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to attend the Extraordinary General Meeting of the Company is being prepared.

Shareholders' right to request that a certain matter be placed on the agenda of the

Extraordinary General Meeting

A shareholder or shareholders representing at least one twentieth of the Company's share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company's Management Board no later than 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by 25 April 2024. The request may be submitted in electronic form to [e-mail], or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.

Shareholders' right to propose draft resolutions

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to [e-mail], or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.

During the Extraordinary General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in the Polish language.

The Management Board announces that the State Treasury, upon requesting, as a shareholder in the Company, that the Management Board convene an Extraordinary General Meeting, submitted to the Company draft resolutions concerning: items 7, and 8 of the agenda.

Also, in compliance with Principle 4.9 of Best Practice for GPW Listed Companies 2021 and with reference to item 7 of the agenda of the Extraordinary General Meeting, the Management Board wishes to indicate that candidates to the Supervisory Board should be put forward at such time as to enable the shareholders present at the General Meeting to make informed decisions, but in no event later than three days before the Extraordinary General Meeting. What is more, candidates for members of the Supervisory Board are required to submit a statement on whether they meet the requirements for audit committee members as set out in the Act on Statutory Auditors, Audit Firms and Public Oversight of 11 May 2017, and whether they have any actual and material links to any shareholder holding 5% or more of total voting rights in the Company.

As the Company has declared its intention to comply with corporate governance principle 4.8 of Best Practice for GPW Listed Companies 2021, the Management Board requests eligible shareholders to submit their draft resolutions not later than three days before the date of the General Meeting.

Shareholders' right to ask questions concerning matters placed on the agenda of the general

meeting

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

During the Extraordinary General Meeting, each shareholder has the right to ask questions concerning the matters placed on the agenda of the Extraordinary General Meeting.

Electronic communications

The Management Board of the Company does not provide for an option to attend the Extraordinary General Meeting or taking the floor via electronic means. The Management Board does not permit the exercise of voting rights by postal ballot or by electronic means.

Access to documents

The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company's registered office and on the Company's website at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzeniafrom the date of convening the Extraordinary General Meeting.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).

Any additional materials from the Company's Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company's website promptly after they are issued.

Corporate website

Information concerning the General Meeting is available on the Company's website at https://tarnow.grupaazoty.com/, in the Investor Relations/General Meeting of Shareholders section (i.e. at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia).

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

Legal basis: Par. 19.1.1 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 29 March 2018 (Dz.U. of 2018, item 757).

Management Board of

Grupa Azoty Spółka Akcyjna

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

INFORMATION ON PERSONAL DATA PROTECTION

IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF

GRUPA AZOTY S.A.

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the "Company") wishes to advise you that in connection with the convening of the Company's Extraordinary General Meeting (the "EGM") the Company will process the personal data of the Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the "Shareholders" or "you").

Therefore, the Company states that:

1. the controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address [e-mail] or postal address:
   Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
2. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: [e-mail] or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
3. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM1, allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
4. The Company processes: (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email - their email address;

1 In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

1. Shareholders' personal data may be collected by the Company from entities operating the depository for securities, as well as from other Shareholders, with respect to the provision of data included in powers of attorney/proxy;
2. The legal basis for the processing of your personal data by the Company is:
3. • Article 6.1(c) of GDPR - the processing is required to comply with the legal obligations of the Controller: (i) obligation under the Commercial Companies Code regarding preparation and storage of lists of shareholders and lists of attendance at the EGM,
   • 1. obligation to enable the shareholders to vote through a proxy and to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
   • Article 6.1(f) of GDPR - legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) enforcement of or defence of any legal claims;
4. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders - with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
5. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of or against the Company;
6. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to do so results in the Shareholder's inability to attend the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29

1. You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; You should bear in mind that these rights are not absolute and there are certain exceptions as to when they may be exercised provided for in the applicable laws and regulations;
2. You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.

Grupa Azoty S.A. parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8 33-101 Tarnów, Poland

phone: [phone], fax: [phone] [e-mail]

BDO registration number: 000012833

National Court Register (KRS) No.: 0000075450,

Industry Identification Number (REGON): 850002268

Tax Identification Number (NIP): PL 873-000-68-29