Grupa Azoty S A : Ad. 11 Consolidated report on payments to governments 2020 docs

The file contains:

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

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RESOLUTION NO.

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON JUNE 30TH 2021

TO RECEIVE THE GRUPA AZOTY GROUP'S CONSOLIDATED REPORT ON PAYMENTS TO GOVERNMENTS IN 2020

Acting pursuant to (i) Art. 395.5 of the Commercial Companies Code, (ii) Art. 63j in conjunction with Art. 52.1, Art. 53.1 and Art. 63g.2 in conjunction with Art. 63g.1 of the Accounting Act of September 29th 1994, and (iii) Art. 50.5 of the Articles of Association of Grupa Azoty S.A. (the "Company"), having reviewed the Grupa Azoty Group's consolidated report on payments to governments in 2020, and having reviewed the Supervisory Board's assessment of this 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 consolidated report of the Grupa Azoty Group on payments to governments in 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: ....................................................

RATIONALE

Pursuant to Art. 63g.1 and 63g.2 of the Accounting Act: "1. The entity referred to in Art. 63f.1, being the parent specified in Art. 55.1, shall prepare a consolidated report on payments to governments in accordance with Art. 63f.2-63f.5. 2. The provisions of Art. 63g.1 shall apply mutatis mutandis to the parent specified in Art. 55.1 if it meets the conditions defined in Art. 63f.1.1 or 63f.1.2 and any of its subsidiaries is an entity operating in the extractive industry or an entity engaged in the logging of

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primary forests, and a single payment or sum of related payments to governments made by its subsidiary in the financial year represented at least the equivalent of PLN 424,700.

Pursuant to Art. 395.5 of the Commercial Companies Code, the agenda of the annual general meeting may also include receiving the financial statements of the group within the meaning of accounting laws, and matters other than specified in Art. 395.2. Pursuant to Art. 63j. and Art. 63c.4 of the Accounting Act of September 29th 1994, the provisions of Art. 52.1 and 52.2 apply accordingly to the report on payments to governments and consolidated report on payments to governments, with the proviso that they are not signed by the person entrusted with keeping the accounting books. Art. 52.1 of the Accounting Act stipulates that the head of the entity is required to ensure that the full-year financial statements are prepared no later than within three months of the reporting date and submits them to the competent authorities, in accordance with the laws applicable to the entity and its Articles of Association. Under Art. 53.1 of the Accounting Act, the entity's full-year financial statements, subject to Art. 53.2b, are to be received by the relevant body no later than six months after the reporting date. Accordingly, the consolidated report of the Grupa Azoty Group on payments to governments in 2020 is required to be received by the Company's General Meeting.

The Company's Management Board adopted the consolidated report of the Grupa Azoty Group on payments to governments in 2020 by Resolution No. 1071/XI/2021 of April 12th 2021. Then the Company's Supervisory Board gave a positive assessment on the report by Resolution No. 106/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.

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RESOLUTION NO. 106/XI/2021

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated April 14th 2021

on the assessment of the consolidated report of the Grupa Azoty Group on payments to governments in 2020

Acting pursuant to (i) Art. 32.1.9, Art. 32.1.19 and Art. 51 of the Articles of Association of Grupa Azoty S.A. (the "Company") and (ii) Section 10.1 and 10.2 of the Rules of Procedure for the Company's Supervisory Board, in conjunction with Art. 50.5 of the Company's Articles of Association, with Art.

395.5 of the Commercial Companies Code, and with Art. 52.1 in conjunction with Art. 63j, Art. 53.1 and Art. 63g.1 of the Accounting Act of September 29th 1994, as well as in conjunction with Management Board Resolution No. 1071/XI/2021 of April 12th 2020 to adopt the consolidated report of the Grupa Azoty Group on payments to governments for 2020 and with Audit Committee Resolution No. 10/KA/2021 of April 13th 2021 on the assessment of the consolidated report of the Grupa Azoty Group on payments to governments for 2020, the Supervisory Board of the Company

resolves as follows:

Section 1

The Supervisory Board gives a positive assessment of the consolidated report of the Grupa Azoty Group on payments to governments in 2020.

Section 2

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

Section 3

This Resolution shall become effective as of its date.

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Resolution No. 1071/XI/2021

of the Management Board of Grupa Azoty S.A.

dated April 12th 2021

to adopt the consolidated report of the Grupa Azoty Group on payments to governments in 2020

Acting pursuant to (i) Art. 21.1 and Art. 21.2.12 of the Articles of Association of Grupa Azoty S.A. (the "Company"), (ii) Section 9.2 of the Rules of Procedure for the Management Board, and (iii) Art. 69g.1 and Art. 63g.2 of the Accounting Act of September 29th 1994, in conjunction with Art. 32.1.9, Art.

32.1.19 and Art. 51 in conjunction with Art. 50.5 of the Company's Articles of Association, and in conjunction with Art. 52.1 in conjunction with Art. 63j and Art. 53.1 of the Accounting Act of September 29th 1994, as well as in conjunction with Art. 395.5 of the Commercial Companies Code, the Management Board of the Company

resolves as follows:

Section 1

The Management Board adopts the consolidated report of the Grupa Azoty Group on payments to governments in 2020, as attached to this Resolution,

Section 2

1. The Management Board resolves to:
2. 1. submit to the Supervisory Board the consolidated report on payments to governments and a request addressed to the General Meeting in order for the Supervisory Board to assess the report and issue an opinion referred to in Art. 51 of the Company's Articles of Association, and then
   2. present to the Annual General Meeting the report on payments to governments, accompanied by the Supervisory Board's assessment and opinion, as well as request that the Annual General Meeting consider and receive the report.
3. In order to ensure implementation of this Resolution, the Management Board authorises Tomasz Hinc, President of the Management Board, to represent it before the Supervisory Board and General Meeting and perform on its behalf such acts as are referred to in Section 2.1 hereof.

Section 3

This Resolution shall become effective as of its date.