Grupa Azoty S A : Ad. 10 Directors Report of the operations 2020 docs

The file contains:

1. Draft resolution of the Annual General Meeting
2. Resolution of the Company's Supervisory Board
3. Resolution of the Management Board

- DRAFT -

RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING OF GRUPA AZOTY S.A. OF TARNÓW,

HELD ON JUNE 30TH 2021

TO RECEIVE THE DIRECTORS' REPORT ON GRUPA AZOTY S.A.'S AND THE GRUPA AZOTY

GROUP'S OPERATIONS IN THE 12 MONTHS ENDED DECEMBER 31ST 2020

Acting pursuant to (i) Art. 393.1 and Art. 395.2.1 and Art. 395.5 of the Commercial Companies Code in conjunction with Art. 49 and Art. 55.2a of the Accounting Act of September 29th 1994, and (ii) Art. 50.1, Art. 50.5 and Art. 50.25 in conjunction with Art. 32.1.6, Art. 32.1.8 and Art. 32.1.9 of the Articles of Association of Grupa Azoty S.A. (the "Company"), having reviewed the Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020, having read the auditor's report on the audit of the full-year separate financial statements and full-year consolidated financial statements, and having reviewed the Supervisory Board's assessment of the Directors' Report and report on the assessment, the Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting hereby receives the Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020.

Section 2

This Resolution shall become effective as of its date.

The votes cast in an open ballot were as follows: For:………………………………………

Against: ………………………………………

Abstentions: ………………………………………

- DRAFT -

RATIONALE

The Directors' Report on the Company's operations and the Directors' Report on the Group's operations are required to be received by the Company's General Meeting in accordance with Art. 393.1 and Art. 395.2.1, and Art. 395.5 of the Commercial Companies Code in conjunction with Art. 49 and Art. 55.2a of the Accounting Act of September 29th 1994. Pursuant to Art. 49.1 of the Accounting Act of September 29th 1994, in the case of joint- stock companies and limited-liability companies, limited joint-stock partnerships, mutual insurance companies, mutual reinsurance companies, cooperatives, state-owned enterprises, as well as those general partnerships and limited partnerships in which all partners with unlimited liability are joint-stock companies, limited-liability companies, limited joint-stock partnerships or companies of a similar legal form from other countries, and in the case of specialist open-end investment funds, closed-end investment funds and alternative investment companies, the head of the entity prepares, together with the full- year financial statements, a directors' report on the operations of the entity.

Pursuant to Art. 55.2a of the Accounting Act of September 29th 1994: "2a. (...) The directors' report on the operations of the group may be integrated into a single report with the directors' report on the parent's operations."

By Resolution No. 1070/XI/2021 of April 12th 2021, the Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020 was adopted by the Company's Management Board. The report received positive opinions from the Company's auditor, expressed in the auditor's statement on the full-year financial statements of April 12th 2021 and in the auditor's statement on the full-year consolidated financial statements of April 12th 2021, and then was positively assessed by the Company's Supervisory Board by Resolution No. 105/XI/2021 of April 14th 2021. Furthermore, the Supervisory Board, by Resolution No. 152/XI/2021 of May 31st 2021, adopted the Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2020: Separate financial statements of Grupa Azoty S.A., consolidated financial statements of the Grupa Azoty Group, the Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments of the Grupa Azoty Group, non-financial report of the Grupa Azoty Group, and the Management Board's proposal on the allocation of net profit for 2020", and submitted it to the Annual General Meeting.

-

RESOLUTION NO. 105/XI/2021

OF THE SUPERVISORY BOARD OF GRUPA AZOTY

S.A.

dated April 14th 2021

on the assessment of the Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020

Acting pursuant to (i) Art. 382.3 of the Commercial Companies Code, (ii) Art. 32.1.6, Art. 32.1.9, Art. 32.1.10, Art. 32.1.19 and Art. 51 of the Articles of Association of Grupa Azoty S.A. (the "Company"), and (iii) Art. 10.1 and Art. 10.2 of the Rules of Procedure for the Company's Supervisory Board, in conjunction with Art. 50.1, Art. 50.5, Art. 56.1 -56.7, Art.

56.9 and Art. 56.10 of the Company's Articles of Association, and in conjunction with Art. 393.1, Art. 395.2.1 and Art. 395.5 of the Commercial Companies Code, in conjunction with the Management Board's Resolution No. 1070/XI/2021 of April 12th 2021 to adopt the

Directors' Report on the Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the twelve months ended December 31st 2020, the Company's Supervisory Board and with the

Audit Committee's Resolution No. 9/KA/2021 of April 13th 2021 on the assessment of the Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020, the Supervisory Board of the Company

resolves as follows:

Section 1

The Supervisory Board gives a positive assessment of the Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020.

Section 2

The assessment of the Directors' Report on the Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020 is contained in the Assessment by the Supervisory Board of Grupa Azoty S.A., along with the justification, of the separate financial statements of Grupa Azoty S.A., the consolidated financial statements of the Grupa Azoty Group and the Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group in 2020, attached as Appendix 1 hereto.

-

Section 3

The Supervisory Board is satisfied that the submitted Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020 has been prepared in accordance with the underlying records and supporting documents and is accurate.

Section 4

The Supervisory Board gives a positive opinion on the Management Board's proposal for the Annual General Meeting to receive the submitted statements referred to in Section 1 above.

Section 5

This Resolution shall become effective as of its date.