Grupa Azoty S A : Ad. 7 Appointment of the Supervisory Board Member

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The file contains:

1. Draft resolution of the Extraordinary General Meeting to appoint as member of the Supervisory Board the candidate elected in a by- election by employees of Grupa Azoty S.A. and the Grupa Azoty Group companies.
2. Extract from Resolution No. 207/XI/2021 of the Company's Supervisory Board of October 4th 2021 to request that the Management Board convene an Extraordinary General Meeting.

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RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A. OF TARNÓW, HELD ON NOVEMBER 15TH 2021

TO APPOINT AS MEMBER OF THE COMPANY'S SUPERVISORY BOARD

THE CANDIDATE ELECTED IN A BY-ELECTION BY EMPLOYEES OF GRUPA AZOTY S.A.

AND THE GRUPA AZOTY GROUP COMPANIES

Acting pursuant to Art. 385.1 of the Commercial Companies Code and Art. 50.6 in conjunction with Art. 34.1 and Art. 35 of the Articles of Association of Grupa Azoty S.A. (the "Company"), the Extraordinary General Meeting of the Company

resolves as follows:

Section 1

The Extraordinary General Meeting hereby appoints Janusz Podsiadło as member of the Supervisory Board of the 11th term of office.

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. 34.1 of the Company's Articles of Association, the Company's Supervisory Board consists of five to nine members appointed by the General Meeting, subject to Art.

16.2 and Art. 35 of the Articles of Association. Members of the Company's Supervisory Board are appointed for a joint three-year term of office (Art. 34.2 of the Company's Articles of

Association). Art. 50.6 of the Company's Articles of Association provides that appointment of

Supervisory Board members, including Chairperson (subject to Art. 16.2 of the Articles of Association), falls within the powers of the General Meeting. The above provisions of the Company's Articles of Association are in agreement with Art. 385.1 of the Commercial Companies Code, which provides that: "The supervisory board shall consist of at least three

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or, in public companies, at least five members, appointed and removed from office by the general meeting."

Following his appointment, with effect from May 18th 2021, as member of the Management Board of the 12th term of office, on May 13th 2021 Zbigniew Paprocki resigned from the Supervisory Board. As Mr Paprocki was an employee representative on the Supervisory Board, a by-election was held among employees of the Company and its Group in order to nominate a new employee representative on the Supervisory Board. The Central Election Committee confirmed the validity of the by-election. In view of the foregoing, it is appropriate to request that the General Meeting, as the body competent to appoint Supervisory Board members, resolve on the appointment of the elected candidate.

Also, in conjunction with Principle 4.7 of the Best Practice for WSE Listed Companies 2021, pursuant to Art. 51 Company's Articles of Association no Supervisory Board opinion is required for the requested General Meeting resolution as it concerns a matter related to Supervisory Board members as referred to in Art. 50.6 Company's Articles of Association.

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RESOLUTION NO. 207/XI/2021

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated October 4th 2021

to request that the Management Board convene an Extraordinary General Meeting.

Pursuant to Art. 42.1.2 of the Articles of Association of Grupa Azoty S.A. (the "Company") and to Sec. 1.1, Sec. 1.2, Sec. 2.1 and Sec. 2.5 of the Rules of Procedure for the Company's Supervisory Board, following the closing of a by-election of a candidate for the position of employee-elected Supervisory Board member held among Grupa Azoty Group employees and the confirmation by the Central Election Committee of the validity of the by-election, and in compliance with Art. 27 of the 'Rules for the Election of Candidates for the Positions of Supervisory Board Members Appointed from among Persons Elected by Employees of the Grupa Azoty Group', the Supervisory Board of the Company

resolves as follows:

Section 1

The Supervisory Board hereby requests that the Management Board convene an Extraordinary General Meeting in order for the General Meeting to decide on the appointment of the candidate elected in the by-election by Grupa Azoty Group employees to the Supervisory Board.

Section 2

This Resolution shall become effective as of its date.