Grupa Azoty S A : Ad. 16 Report of the remuneration of Management and Supervisory Board

The file contains:

1. Draft resolution of the Annual General Meeting
2. Resolution of the Supervisory Board
3. Report of the Grupa Azoty S.A Supervisory Board on remuneration of members of the Management Board and Supervisory Board of Grupa Azoty S.A.

- DRAFT -

RESOLUTION NO.

OF THE ANNUAL GENERAL MEETING OF

GRUPA AZOTY S.A. OF TARNÓW,

HELD ON JUNE 30TH 2021

TO PROVIDE AN OPINION ON THE REPORT OF THE GRUPA AZOTY S.A SUPERVISORY

BOARD ON REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD AND

SUPERVISORY BOARD FOR 2019-2020

Acting pursuant to Art. 395.21 of the Commercial Companies Code and Art. 90g.6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005, and having considered the Report of the Supervisory Board on remuneration of members of the Management Board and Supervisory Board for 2019-2020 and having considered the auditor's assessment thereof, the Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting issues a positive opinion on the Report of the Grupa Azoty S.A. Supervisory Board on remuneration of members of the Management Board and Supervisory Board for 2019-2020, as adopted by Supervisory Board Resolution No. 168/XI/2021 of May 31st 2021.

Section 2

This Resolution shall become effective as of its date.

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

Against: ………………………………………

Abstentions: ………………………………………

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GROUNDS

Pursuant to Art. 90g.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (the "Public Offering Act"), the supervisory board of a company shall prepare annual remuneration reports providing a comprehensive overview of remuneration, including all benefits, in whatever form, received by or due to individual management board and supervisory board members in the previous financial year in accordance with the remuneration policy; responsibility for the information contained in the remuneration report shall rest with members of the company's supervisory board. Art. 90g.10 of the Public Offering Act provides that "the Remuneration Report shall be assessed by an independent auditor as regards disclosure of the information required under Art. 90g.1-5 and Art. 90g.8 of the Public Offering Act". The general meeting of the company shall pass a resolution providing an opinion on the supervisory board's remuneration report, and such resolution shall be of advisory nature, as provided for in Art. 90g.6 of the Public Offering Act.

By Resolution No. 168/XI/2021 of May 31st 2021, the Company's Supervisory Board adopted the "Report of the Grupa Azoty S.A. Supervisory Board on remuneration of members of the Management Board and Supervisory Board for 2019-2020", which was subsequently assessed by an independent auditor with respect to the disclosure of information required under Art. 90g.1-5 and Art. 90.8 of the Public Offering Act.

The Supervisory Board has submitted the Report, accompanied by the auditor's assessment, to the Annual General Meeting and requested that it provide an opinion thereon.

RESOLUTION NO. 168/XI/2021

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated May 31st 2021

to adopt the "Report of the Grupa Azoty S.A Supervisory Board on remuneration of members of the Management Board and Supervisory Board for 2019-2020"

Acting pursuant to Art. 90g.1 in conjunction with Art. 90g.6 and Art. 90g.10 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005 (the "Public Offering Act"), in conjunction with Art. 31 of the Articles of Association of Grupa Azoty S.A. (the "Company"), Section 1.1 and Section 2.5 of the Rules of Procedure for the Company's Supervisory Board, and Art. 395.21 of the Commercial Companies Code, the Supervisory Board of the Company

resolves as follows:

Section 1

The Supervisory Board adopts the "Report of the Grupa Azoty S.A. Supervisory Board on remuneration of members of the Management Board and Supervisory Board for 2019-2020",as attached to this Resolution, including, without limitation:

1. the aggregate remuneration, broken down into the components referred to in Art. 90d.3.1 of the Public Offering Act, and the relative proportions of these components;
2. an explanation of how the aggregate remuneration complies with the Company's remuneration policy, including how it contributes to delivering long-term results by the Company;
3. Information on the application of performance criteria;
4. the annual change of remuneration, of the performance of the Company, and of average remuneration of employees of the company other than members of the Management Board or Supervisory Board over at least the five most recent financial years, presented together in a manner which permits comparison;
5. remuneration received from entities of the same corporate group within the meaning of the Accounting Act of September 29th 1994;
6. the number of financial instruments granted or offered and the key conditions for the exercise of rights attached to such instruments, including the exercise price and date and any changes thereof;

1. information on exercising the option to reclaim variable remuneration components;
2. information on any deviations from the procedure for the implementation of the remuneration policy and on any derogations applied in accordance with Art. 90f of the Public Offering Act, including the explanation of the reasons for and the manner of such derogations and the indication of the specific elements derogated from.

Section 2

The Supervisory Board resolves to submit to the Annual General Meeting the "Report of the Grupa Azoty S.A. Supervisory Board on remuneration of members of the Management Board and Supervisory Board for 2019-2020" referred to in Section 1 hereof and request that the Annual General Meeting provide an opinion thereon in accordance with Art. 90g.6 of the Public Offering Act.

Section 3

This Resolution shall become effective as of its date.