Grupa Azoty S A : Ad. 15 Grant to discharge from liabilty of the Supervisory Board

The file contains:

1. Draft resolutions of the Company's Annual General Meeting for each Member of the Supervisory 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 GRANT DISCHARGE FROM LIABILITY TO MR WOJCIECH KRYSZTOFIK IN RESPECT OF HIS

DUTIES AS DEPUTY CHAIR OF THE SUPERVISORY BOARD IN THE PERIOD JUNE 29TH-

DECEMBER 31ST 2020

Acting pursuant to Art. 395.2.3 in conjunction with Art. 393.1 of the Commercial Companies Code and Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company"), having reviewed the Report of the Company's Supervisory Board on its activities in 2020, the Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting grants discharge from liability to Mr Wojciech Krysztofik in respect of his duties as Deputy Chair of the Supervisory Board in the period June 29th−December 31st 2020.

Section 2

This Resolution shall become effective as of its date.

The votes cast in a secret ballot were as follows: For:………………………………………

Against: ………………………………………

Abstentions: ………………………………………

RATIONALE

Pursuant to Art. 395.2.3 of the Commercial Companies Code, the agenda of the Annual General Meeting should include grant of discharge from liability for members of the Company's governing bodies. The discharge resolution is the responsibility of the General Meeting, pursuant to Art. 393.1 of the Commercial Companies Code and Art. 50.2 of the Company's Articles of Association.

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The discharge refers to the period June 29th-December 31st 2020, when Mr Wojciech Krysztofik served as Member of the Supervisory Board from June 29th to July 23rd 2020 and as Deputy Chair of the Supervisory Board from July 23rd to December 31st 2020. By Resolution No. 169/XI/2021 of May 31st 2021, the Company's Supervisory Board adopted the Report on the Supervisory Board's activities in 2020 and submitted it to the Annual General Meeting for consideration. It follows from the report that in the financial year 2020, the Supervisory Board performed its tasks in accordance with applicable laws, including the Commercial Companies Code, as well as with the Company's Articles of Association and the Best Practice for GPW Listed Companies.

In view of the foregoing, it is required that this draft resolution be submitted for consideration 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 JUNE 30TH 2021

TO GRANT DISCHARGE FROM LIABILITY TO MS MONIKA FILL IN RESPECT OF HER DUTIES AS MEMBER OF THE SUPERVISORY BOARD IN THE PERIOD JANUARY 1ST−DECEMBER 31ST 2020

Acting pursuant to Art. 395.2.3 in conjunction with Art. 393.1 of the Commercial Companies Code and Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company"), having reviewed the Report of the Company's Supervisory Board on its activities in 2020, the Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting grants discharge from liability to Ms Monika Fill in respect of her duties as Member of the Supervisory Board in the period January 1st−December 31st 2020.

Section 2

This Resolution shall become effective as of its date.

The votes cast in a secret ballot were as follows: For:………………………………………

Against: ………………………………………

Abstentions: ………………………………………

RATIONALE

Pursuant to Art. 395.2.3 of the Commercial Companies Code, the agenda of the Annual General Meeting should include grant of discharge from liability for members of the Company's governing bodies. The discharge resolution is the responsibility of the General Meeting, pursuant to Art. 393.1 of the Commercial Companies Code and Art. 50.2 of the Company's Articles of Association.

The discharge refers to the period January 1st-December 31st 2020, when Ms Monika Fill

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served as Member of the Supervisory Board. By Resolution No. 169/XI/2021 of May 31st 2021, the Company's Supervisory Board adopted the Report on the Supervisory Board's activities in 2020 and submitted it to the Annual General Meeting for consideration. It follows from the report that in the financial year 2020, the Supervisory Board performed its tasks in accordance with applicable laws, including the Commercial Companies Code, as well as with the Company's Articles of Association and the Best Practice for GPW Listed Companies.

In view of the foregoing, it is required that this draft resolution be submitted for consideration by the Annual General Meeting.