Grupa Azoty S A : Ad. 11 Resolution No. 488/XI/2024 of the Supervisory Board of Grupa Azoty S.A. dated 11 march 2024

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RESOLUTION NO. 488/XI/2024

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated 11 March 2024

on providing an opinion on the matter and the Management Board's request to the General Meeting concerning acquisition by the Company of 100% of the shares in the share capital of Solarfarm Brzezinka Sp. z o.o.

Acting pursuant to (i) Art. 32.1.19 and Art. 51 in conjunction with Art. 50.12a of the Articles of Association of Grupa Azoty S.A. (the "Company") and (ii) Sections 1.2 and 2.5 of the Rules of the Company's Supervisory Board, in connection with (i) Management Board Resolution No. 1097/XII/2023 dated 18 October 2023 on the acquisition of 100% of shares in Solarfarm Brzezinka sp. z o.o. in the implementation of the adopted Grupa Azoty Group climate and energy transition programme, (ii) Management Board Resolution No. 1158/XII/2024 of 5 January 2024 on resubmitting the Company Management Board's request to the Supervisory Board to provide an opinion on the Management Board's request to the Company's General Meeting regarding the acquisition by the Company of 100% of the shares in the share capital of Solarfarm Brzezinka sp. z o.o. in the context of the planned Extraordinary General Meeting, (iii) Management Board Resolution No. 1167/XII/2024 of 10 January 2024 on updating Appendix 14 to the request of the Company's Management Board to the Supervisory Board dated 12 October 2023 to provide an opinion on the Management Board's request to the Company's General Meeting regarding the acquisition by the Company of 100% of the shares in the share capital of Solarfarm Brzezinka sp. z o.o., and (iv) Management Board Resolution No. 1232/XII/2024 dated 6 March 2024 on resubmitting the Company Management Board's request to the Supervisory Board to provide an opinion on the Management Board's request to the Company's General Meeting regarding the acquisition by the Company of 100% of the shares in the share capital of Solarfarm Brzezinka sp. z o.o. in the context of the announced adjournment of the Extraordinary General Meeting of the Company until 10:00 a.m. on 13 March 2024, the Company's Supervisory Board

resolves as follows:

Section 1

The Supervisory Board issues a negative opinion on the matter submitted by the Management Board to the Extraordinary General Meeting, concerning the acquisition of 100% of the shares in Solarfarm Brzezinka sp. z o.o., requesting that it be resolved by the Extraordinary General Meeting approving the Company's acquisition from VSB Holding GmbH of 100% of the shares in the share capital of Solarfarm Brzezinka sp. z o.o. (National Court Register Entry No. 0000866722) for a total price of EUR 37,800,000.00 (thirty-seven million, eight hundred thousand euro, 00/100), plus an additional earn-out in the event that, within five years of Solarfarm Brzezinka sp. z o.o.'s commissioning of a 270 MWp PV installation the 270 MWp PV installation is expanded and commissioned with additional MWp DC above 270 MWp, but not more than 300 MWp, in the amount of EUR

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70,000.00 (seventy thousand euros 00/100) for each additional MWp DC, but not more than a total of EUR 2,100,000.00 (two million one hundred thousand euro, 00/100). In view of the above, the Supervisory Board also issue a negative opinion of the Management Board's request, as stated above, concerning the acquisition of 100% of the shares in Solarfarm Brzezinka sp. z o.o., submitted to the Extraordinary General Meeting.

Section 2

This resolution shall become effective as of its date.