Grupa Azoty S A : Supervisory Board endorsement draft resolution to adopt agenda of the EGM

- EXCERPT -

RESOLUTION NO. 526/XI/2024

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated 18 April 2024

to provide an opinion on draft resolutions of the Extraordinary General Meeting

Pursuant to (i) Art. 31 and Art. 32.1.19 of the Articles of Association of Grupa Azoty S.A. (the "Company"), (ii) Sections 1.1, 1.2, 1.3, 2.1 and 2.5 of the Rules of Procedure for the Company's Supervisory Board, and (iii) Principle 4.7 of Best Practice for GPW Listed Companies 2021, in conjunction with Management Board Resolution No. 1283/XII/2024 of 17 April 2024 to request that the Supervisory Board endorse the draft Resolutions to be submitted to and voted on by the upcoming Extraordinary General Meeting of Grupa Azoty S.A., the Supervisory Board of the Company

resolves as follows:

Section 1

The Supervisory Board hereby endorses the draft resolutions of the Extraordinary General Meeting, as included by the Management Board in the Extraordinary General Meeting's agenda and attached hereto.

Section 2

This Resolution shall take effect upon adoption.

RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 16 MAY 2024

TO APPOINT THE CHAIR

OF THE EXTRAORDINARY GENERAL MEETING

Pursuant to Art. 409.1 of the Polish Commercial Companies Code, Art. 45 of Articles of Association of Grupa Azoty S.A. (the "Company") and Section 7.1 of the Rules of Procedure for the Company's General Meeting, the Extraordinary General Meeting of the Company

resolves as follows:

Section 1

The Extraordinary General Meeting of the Company hereby appoints Ms/Mr

____________________________ as Chair of the Extraordinary General Meeting.

Section 2

This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

The resolution is formal and procedural in nature. Pursuant to:

• Art. 409.1 of the Commercial Companies Code, which reads as follows: "Unless the provisions of this section or the articles of association provide otherwise, the general meeting shall be opened by the chair or deputy chair of the supervisory board, and then the chair of the meeting shall be elected from among those entitled to attend the meeting. If these persons are absent, the general meeting shall be opened by the president of the management board or a person appointed by the management board";
• Art. 45 of the Company's Articles of Association, which reads as follows: "The General
  Meeting shall be opened by the Chair or Deputy Chair of the Supervisory Board or, if these persons are absent, by the President of the Management Board or a person appointed by the Management Board. Subsequently, subject to Art. 42.3.2 and Art 42.4.2, the Chair of the General Meeting shall be elected from among those entitled to attend the Meeting."; and
• Section 7.1 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "Forthwith upon opening of the Meeting, the person referred to in Section

6.1 shall call the election of Chair of the Meeting. The person opening the General

Meeting should refrain from any substantive or formal decisions."

RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 16 MAY 2024

TO ADOPT THE AGENDA OF THE MEETING

Pursuant to Section 21 and Section 22.1 of the Rules of Procedure for the General Meeting, the Extraordinary General Meeting of Grupa Azoty S.A. (the "Company")

resolves as follows:

Section 1

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

Section 2

This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

The General Meeting proceeds in accordance with the adopted agenda. Pursuant to Art. 44.3 of the Articles of Association of the Company, the agenda of a General Meeting is prepared by the Management Board or another entity convening the Meeting. The present Extraordinary General Meeting has been convened at the request of the State Treasury as a shareholder in the Company, including a request to place certain matters on the agenda of

the General Meeting. The agenda of the present Extraordinary General Meeting as contained in this draft resolution has been prepared by the Management Board, taking into account the request of the State Treasury as a shareholder in the Company to include certain matters in the agenda.

Pursuant to Art. 404.1 of the Commercial Companies Code, no resolution may be passed on matters not included on the agenda of the General Meeting unless the entire share capital is represented at the Meeting and no objections to the adoption of such resolution are raised by any of the persons attending the Meeting.

Pursuant to Section 21 of the Rules of Procedure for the Company's General Meeting: "Having confirmed that the Meeting has the capacity to adopt resolutions, the Chair shall present the agenda and put it to the vote."; pursuant to Section 22.1 of the Rules of Procedure for the Company's General Meeting: "Decision concerning adoption of the agenda for the Meeting or introduction of changes into the agenda shall be made exclusively by the Meeting by way of a resolution." By way of a resolution, the General Meeting may change the order of items on the agenda (Art. 44.3 of the Articles of Association).

RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 16 MAY 2024

TO ABOLISH THE SECRECY OF VOTING ON THE ELECTION OF COMMITTEES TO BE

APPOINTED BY THE EXTRAORDINARY GENERAL MEETING

Pursuant to Art. 420.3 of the Commercial Companies Code, the Extraordinary General Meeting of Grupa Azoty S.A. (the "Company")

resolves as follows:

Section 1

Secrecy of voting on the election of committees appointed by the Extraordinary General Meeting shall be hereby abolished.

Section 2

This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

The resolution is formal and procedural in nature, in accordance with Art. 420.3 of the Commercial Companies Code, which reads as follows. "The general meeting may resolve to abolish the secrecy of voting on the election of committees to be appointed by the general meeting."

- OPTION 1 -

RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 16 MAY 2024

TO APPOINT A BALLOT COUNTING COMMITTEE

OF THE EXTRAORDINARY GENERAL MEETING

Pursuant to Section 23.1 of the Rules of Procedure for the General Meeting of Grupa Azoty S.A. (the "Company"), the Extraordinary General Meeting of the Company

resolves as follows:

Section 1

The Extraordinary General Meeting of the Company hereby appoints the Ballot Counting Committee composed of:

…………………………………………………

………………………………………………..

………………………………………………..

Section 2

This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

The resolution is formal and procedural in nature. In accordance with the first sentence of Section 23.1 of the Rules of Procedure for the Company's General Meeting: "After the resolution concerning adoption of the agenda for the General Meeting has been passed, the Chair of the General Meeting shall order election of a Ballot Counting Committee consisting of at least two persons."

The Ballot Counting Committee is not elected if the General Meeting's technical and organisational support is entrusted to a professional third party and if a computer system is used to carry out voting at the General Meeting. This is provided for in Section 23.3 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "If a professional third party has been hired to provide technical and organisational support for the Meeting, the Meeting shall not elect a Ballot Counting Committee. The Ballot Counting Committee shall not be elected either when voting is carried out using a computer system.

In such a case the tasks of the Ballot Counting Committee shall be performed by the person(s)

responsible for conducting the vote using the computer system."

- OPTION 2 -

RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 16 MAY 2024

TO APPOINT A BALLOT COUNTING COMMITTEE

OF THE EXTRAORDINARY GENERAL MEETING

Pursuant to Section 23.3 of the Rules of Procedure for the General Meeting of Grupa Azoty S.A. (the "Company"), the Extraordinary General Meeting of the Company

resolves as follows:

Section 1

In connection with the use of a computer system for voting and counting the votes, the General Meeting of the Company hereby resolves not to appoint the Ballot Counting Committee.

Section 2

This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

The resolution is formal and procedural in nature. In accordance with the first sentence of Section 23.1 of the Rules of Procedure for the Company's General Meeting: "After the resolution concerning adoption of the agenda for the General Meeting has been passed, the Chair of the General Meeting shall order election of a Ballot Counting Committee consisting of at least two persons." However, the Ballot Counting Committee is not elected if the General Meeting's technical and organisational support is entrusted to a professional third party and if a computer system is used to carry out voting at the General Meeting. This is provided for in Section 23.3 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "If a professional third party has been hired to provide technical and organisational support for the Meeting, the Meeting shall not elect a Ballot Counting Committee. The Ballot Counting Committee shall not be elected either when voting is carried out using a computer system. In such a case the tasks of the Ballot Counting Committee shall

be performed by the person(s) responsible for conducting the vote using the computer

system."