Grupa Azoty S A : Ad. 2 Appointment of the Chair of the Extraordinary General Meeting

The file contains:

1. Draft resolution of the Company's Extraordinary General Meeting to appoint the Chair of the General Meeting.

- DRAFT -

RESOLUTION NO. _____

OF THE EXTRAORDINARY GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON NOVEMBER 15TH 2021

TO APPOINT THE CHAIR

Acting pursuant to Art. 409.1 of the Polish Commercial Companies Code, Art. 45 of Articles of Association of Grupa Azoty S.A. (the "Company") and Section 7.1 of the Rules of Procedure for the Company's General Meeting, the Extraordinary General Meeting of the Company

resolves as follows:

Section 1

The Extraordinary General Meeting of the Company hereby appoints Ms/Mr

____________________________ as Chairperson of the Extraordinary General Meeting.

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

The resolution is formal and procedural in nature, in accordance with:

• Art. 409.1 of the Commercial Companies Code, which reads as follows: "Unless the provisions of this section or the articles of association provide otherwise, the general meeting shall be opened by the chair or deputy chair of the supervisory board, and then the chair of the meeting shall be elected from among those entitled to participate in the meeting. If these persons are absent, the general meeting shall be opened by the president of the management board or a person appointed by the management board.";
• Art. 45 of the Company's Articles of Association, which reads as follows: "The
  General Meeting shall be opened by the Chairperson or Deputy Chairperson of the

- DRAFT -

Supervisory Board or, if these persons are absent, by the President of the Management Board or a person appointed by the Management Board. Subsequently, subject to Art. 42.3.2 and Art 42.4.2 of the Articles of Association, the Chairperson of the General Meeting shall be elected from among those entitled to participate in the Meeting."; and section 7.1 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "Forthwith upon opening of the Meeting, the person referred to in Section 6.1 shall call the election of Chair of the Meeting. The person opening the General Meeting should refrain from any substantive or formal decisions.