Grupa Azoty S A : Draft resolutions updated 18.06.2024

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RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

TO APPOINT CHAIR OF THE ANNUAL 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 Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting of the Company hereby appoints Ms/Mr ______________________

as Chair of the Annual General Meeting.

Section 2

This Resolution shall take effect upon adoption.

The votes cast in a secret ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

STATEMENT OF REASONS:

The resolution is formal and procedural in nature, in accordance with:

• 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";

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• 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."

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RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 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 of Grupa Azoty S.A. (the "Company"), the Annual General Meeting of the Company

resolves as follows:

Section 1

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

1. Opening of the General Meeting
2. Appointment of Chair of the General Meeting
3. Confirmation that the General 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 General Meeting
6. Appointment of a Ballot Counting Committee for the General Meeting
7. Consideration and approval of the Report of the Supervisory Board on its Activities for 2023
8. Presentation of financial results of the Company and the Grupa Azoty Group
9. Consideration and approval of the separate financial statements of the Company for the 12 months ended 31 December 2023
10. Consideration and approval of the consolidated financial statements of the Grupa Azoty Group for the 12 months ended 31 December 2023
11. Consideration and approval of the Directors Report on the operations of the Company and the Grupa Azoty Group in the 12 months ended 31 December 2023
12. Consideration and approval of the Grupa Azoty Group's consolidated report on payments to governments in 2023
13. Consideration and approval of the non-financial report of the Grupa Azoty Group for the 12 months ended 31 December 2023
14. Voting on a resolution to cover net loss for 2023

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1. Voting on resolutions to discharge Members of the Management Board of liability for their activities in 2023
2. Voting on resolutions to discharge Members of the Supervisory Board of liability for their activities in 2023
3. Consideration of and voting on a resolution to provide an opinion on the Report of the Supervisory Board on remuneration of Members of the Management Board and Supervisory Board for 2023
4. Appointment of the Supervisory Board of Grupa Azoty S.A. of the 12th term of office
5. Appointment of Chair of the Supervisory Board of Grupa Azoty S.A.
6. Presentation of the statement of compliance with the corporate governance principles set out in Best Practice for GPW Listed Companies 2021
7. Closing of the Meeting.

Section 2

This Resolution shall take effect upon adoption.

The votes cast in an open ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

STATEMENT OF REASONS:

The resolution is formal and procedural in nature, in accordance with:

• Section 21 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "Having confirmed that the Meeting has the capacity to adopt resolutions, the Chair shall present the agenda and put it to the vote."
• Section 22.1 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "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."

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RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

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

BY THE ANNUAL GENERAL MEETING

Pursuant to Art. 420.3 of the Commercial Companies Code, the Annual General Meeting of the Company

resolves as follows:

Section 1

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

Section 2

This Resolution shall take effect upon adoption.

The votes cast in an open ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

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."

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RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

TO APPOINT A BALLOT COUNTING COMMITTEE FOR THE ANNUAL GENERAL MEETING

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

resolves as follows:

Section 1

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

Section 2

This Resolution shall take effect upon adoption.

The votes cast in an [open/secret*] ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

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, which reads as follows: "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

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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."

1. Whether the vote is held as an open or secret ballot depends on whether the Annual General Meeting passes a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting.

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RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

TO APPOINT A BALLOT COUNTING COMMITTEE FOR THE ANNUAL GENERAL MEETING

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

The votes cast in an [open/secret*] ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

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 technical and organisational support is provided to the General Meeting by a professional third party or if a computer system is used to carry out voting at the General Meeting. This is provided for in Section 23.3 of the

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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."

1. Whether the vote is held as an open or secret ballot depends on whether the Annual General Meeting passes a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting.

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RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

TO APPROVE THE REPORT OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A. ON ITS

ACTIVITIES FOR 2023

Acting pursuant to Principle 2.11 of Best Practice for GPW Listed Companies 2021 and in conjunction with Section 29.2 of the Rules of the Warsaw Stock Exchange, having reviewed the Report of the Supervisory Board of Grupa Azoty S.A. on its activities for 2023, the Annual General Meeting of Grupa Azoty S.A. (the "Company"), a public company and issuer of shares admitted to trading on the regulated market operated by the Warsaw Stock Exchange,

resolves as follows:

Section 1

The Annual General Meeting hereby approves the Report of the Supervisory Board of Grupa Azoty S.A. on its activities for 2023, as submitted to the Annual General Meeting.

Section 2

This Resolution shall take effect upon adoption.

The votes cast in an open ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

STATEMENT OF REASONS:

Best Practice for WSE Listed Companies 2021 is a corporate governance code that is adopted by the Supervisory Board of the Warsaw Stock Exchange and that is applicable to companies listed thereon.