Grupa Azoty S A : Ad. 18 Ammendment the remuneration policy

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The file contains:

1. Draft resolution of the Annual General Meeting
2. Resolution 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 AMEND THE REMUNERATION POLICY FOR MEMBERS OF THE MANAGEMENT BOARD

AND SUPERVISORY BOARD OF GRUPA AZOTY S.A.

Acting pursuant to Art. 90d.1 and Art. 90e.4 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2020, item 2080, as amended), in conjunction with Art. 50.7 and Art. 50.28 of the Articles of Association of Grupa Azoty S.A. (the "Company") and Section 12.1 and Section 12.3 of the "Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A" as adopted by Resolution No. 4 of the Extraordinary General Meeting dated August 20th 2020, the Annual General Meeting of the Company

resolves as follows:

Section 1

The last sentence of Section 4.5 of the "Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A.", as adopted by Resolution No. 4 of the Extraordinary General Meeting dated August 20th 2020, reading: "The sum of the weights in percentage terms shall not exceed 100% (one hundred per cent)", shall be deleted.

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

The Act on Rules of Remunerating Persons Who Manage Certain Companies of June 9th 2016 does not impose or define any detailed rules for assigning weights to management objectives set for Management Board members for the purposes of determining variable remuneration.

In order to ensure that incentives in place at the Company for Management Board members remain effective, a greater freedom and flexibility in setting management objectives and assigning weights to them is required, as in certain cases it may be appropriate to assign to such objectives weights whose aggregate percentage may exceed 100%, while maintaining a cap on total variable remuneration.

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RESOLUTION NO. 148/XI/2021

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated May 31st 2021

to initiate introduction of amendments to the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A.

Acting pursuant to Section 12.1 and Section 12.3 of the Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A., as adopted by Resolution No. 4 of the Extraordinary General Meeting dated August 20th 2020, the Supervisory Board of the Company

resolves as follows:

Section 1

1. The Supervisory Board hereby resolves to initiate introduction of amendments to the Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A., as adopted by Resolution No. 4 of the Extraordinary General Meeting dated August 20th 2020 (the "Remuneration Policy").
2. Accordingly, the Supervisory Board requests that the General Meeting resolve to delete the last sentence of Section 4.5 of the Remuneration Policy, reading:
   "The sum of the weights in percentage terms shall not exceed 100% (one hundred per cent)", shall be deleted.
3. The proposed draft resolution of the General Meeting introducing the amendment referred to in Section 1.1-2 hereof is attached as an appendix hereto.

Section 2

This Resolution shall become effective as of

its date.

Appendix to Supervisory Board Resolution No. 148/XI/2021 of May 31st 2021

Resolution No. …

of the Extraordinary General Meeting of Grupa Azoty S.A.

dated ...

to amend the Remuneration Policy for members of the Management Board and

Supervisory Board of Grupa Azoty S.A.

Acting pursuant to Art. 90d.1 and Art. 90e.4 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2020, item 2080, as amended), in conjunction with Art. 50.7 and Art. 50.28 of the Articles of Association of Grupa Azoty S.A. (the "Company") and Section 12.1 and Section 12.3 of the Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A, the Extraordinary General Meeting of the Company resolves as follows:

Section 1

The last sentence of Section 4.5 of the "Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A.", as adopted by Resolution No. 4 of the Extraordinary General Meeting dated August 20th 2020, reading: "The sum of the weights in percentage terms shall not exceed 100% (one hundred per cent)", shall be deleted.

Section 2

This Resolution shall become effective as of its date.

Grounds:

The Act on Rules of Remunerating Persons Who Manage Certain Companies of June 9th 2016 does not impose or define any detailed rules for assigning weights to management objectives set for Management Board members for the purposes of determining variable remuneration.

In order to ensure that incentives in place at the Company for Management Board members remain effective, a greater freedom and flexibility in setting management objectives and assigning weights to them is required, as in certain cases it may be appropriate to assign to such objectives weights whose aggregate percentage may exceed 100%, while maintaining a cap on total variable remuneration.