Grupa Azoty S A : Ad. 13 Allocation of net profit 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
4. The Management Board's proposal for the General Meeting on the allocation of Grupa Azoty S.A.'s net profit for the financial year
   2020

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RESOLUTION NO. ___

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

HELD ON JUNE 30TH 2021

ON ALLOCATION OF NET PROFIT

OF GRUPA AZOTY S.A. FOR THE FINANCIAL YEAR 2020

Acting pursuant to Art. 395.2.2 of the Commercial Companies Code, and Art. 50.3, Art. 50.25, Art. 57.1 and Art. 57.2 in conjunction with Art. 32.1.7 in conjunction with Art. 32.1.8 of the Articles of Association of Grupa Azoty S.A. (the "Company"), having reviewed the Management Board's proposal on allocation of net profit and the Supervisory Board's assessment of the proposal as well the Supervisory Board's report on the assessment, the Annual General Meeting of the Company

resolves as follows:

Section 1

The Company's net profit for the financial year 2020, amounting to PLN 125,627,538.01 (one hundred and twenty-five million, six hundred and twenty-seven thousand, five hundred and thirty-eight złoty, 01/100), shall be allocated in full to the Company's statutory reserve funds.

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. 395.2.2 of the Commercial Companies Code, the agenda of the annual general meeting should include a resolution on the allocation of profit or coverage of loss. The separate financial statements of Grupa Azoty S.A. for the 12 months ended December 31st 2020 showed a net profit of PLN 125,627,538.01 (one hundred and twenty-five million, six hundred and twenty-seven thousand, five hundred and thirty-eight złoty, 01/100).

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The auditor audited and issued an unqualified opinion on the financial statements on April 12th 2021.

By Resolution No. 1086/XI/2021 of May 5th 2021, the Management Board proposed that the General Meeting allocate the Company's net profit for the financial year 2020 to the Company's statutory reserve funds and requested that the Supervisory Board assess the proposal. The Supervisory Board, by Resolution No. 150/XI/2020 of May 31st 2021, gave a positive assessment of the Management Board's proposal that the net profit for the financial year 2020 be allocated in full to the Company's statutory reserve funds, and by Resolution No. 152/XI/2021 of May 31st 2020 adopted the "Report of the Grupa Azoty S.A. Supervisory Board on the assessment of the following statements and reports for 2019: 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. 150/XI/2021

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated May 31st 2021

on the assessment of the Management Board's proposal to allocate the net profit of Grupa Azoty S.A. for the financial year 2020

Acting pursuant to (i) Art. 382.3 of the Commercial Companies Code, (ii) Art. 32.1.7 and Art. 51 in conjunction with Art. 50.3 and of the Articles of Association of Grupa Azoty S.A. (the "Company"), and (iii) Section 1.2 and Section 2.5 of Rules of Procedure for the Company's Supervisory Board, in conjunction with Art. 395.2.2 of the Commercial Companies Code, Art.

57.1 of the Company's Articles of Association and Management Board Resolution No.

1086/XI/2021 of May 5th 2021 on the proposed allocation of the net profit of Grupa Azoty S.A for the financial year 2020, the Supervisory Board of the Company

resolves as follows:

Section 1

The Supervisory Board gives a positive assessment and opinion on the Management Board's proposal for the General Meeting that the net profit for the financial year 2020, of PLN 125,627,538.01 (one hundred and twenty-five million, six hundred and twenty-seven thousand, five hundred and thirty-eight złoty, 01/100) be allocated in full to the Company's statutory reserve funds.

Section 2

This Resolution shall become effective as of its date.

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EXCERPT

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Resolution No. 1086/XI/2021 of the Management Board of Grupa Azoty S.A., dated May 5th 2021

on the proposed allocation of the net profit of Grupa Azoty S.A. for the financial year 2020

Acting pursuant to Art. 21.1 and Art. 21.2.12 in conjunction with Art. 32.1.7 of the Articles of Association of Grupa Azoty S.A. (the "Company") and Section 9.2 of the Rules of Procedure for the Management Board in conjunction with Art. 51, Art. 50.3 and Art. 57.1 of the Company's Articles of Association, and in conjunction with Art. 382.3 and Art. 395.2.2 of the Commercial Companies Code, the Management Board of the Company

resolves as follows:

Section 1

The Management Board proposes that the Company's net profit for the financial year ended December 31st 2020, of PLN 125,627,538.01 (one hundred and twenty-five million, six hundred and twenty-seven thousand, five hundred and thirty-eight złoty, 01/100) be allocated in full to the Company's statutory reserve funds.

Section 2

1. In accordance with Section 1 hereof, the Management Board resolves to:
2. 1. request that the Supervisory Board assess the Management Board's proposal on the allocation of the Company's net profit for the financial year ended December 31st 2020, as provided for in Art. 32.1.7 of the Company's Articles of Association, and issue an opinion referred to in Art. 51 of the Company's Articles of Association, and then
   2. submit to the Annual General Meeting the Management Board's proposal on the allocation of the Company's net profit for the financial year ended December 31st
      2020, accompanied by the Supervisory Board's assessment and opinion thereon, and recommend that the General Meeting allocate the net profit for the financial year ended December 31st 2020 in accordance with Art. 50.3 in conjunction with Art. 57.1 of the Company's Articles of Association.
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.