Grupa Azoty S A : Ad. 7a Report of the Superivisory Board for statements and reports 2020

The file contains:

1. Resolution of the Company's Supervisory Board
2. Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2020: Separate financial statements of Grupa Azoty S.A., consolidated financial statements of the Grupa Azoty Group, the Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments of the Grupa Azoty Group, non-financial statement of the Grupa Azoty Group, and the Management Board's proposal on the allocation of net profit for 2020.

- EXCERPT -

RESOLUTION NO. 152/XI/2021

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated May 31st 2021

to adopt the Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2020: Separate financial statements of Grupa Azoty S.A., consolidated financial statements of the Grupa Azoty Group, the Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments of the Grupa Azoty Group, non-financial statement of the Grupa Azoty Group, and the Management Board's proposal on the allocation of net profit for 2020."

Acting pursuant to (i) Art. 382.3 of the Commercial Companies Code, (ii) Art. 32.1.8 and Art.

32.1.9 in conjunction with Art. 50.25 of the Articles of Association of Grupa Azoty S.A. (the "Company"), and (iii) Section 1.2 and Section 2.5 of the Rules of Procedure for the

Company's Supervisory Board, in conjunction with Art. 395.5 of the Commercial Companies

Code, the Supervisory Board

resolves as follows:

Section 1

The Supervisory Board adopts the Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2020: Separate financial statements of Grupa Azoty S.A., consolidated financial statements of the Grupa Azoty Group, the Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments of the Grupa Azoty Group, non-financial statement of the Grupa Azoty Group, and the Management Board's proposal on the allocation of net profit for 2020, as attached to this Resolution.

Section 2

The Supervisory Board resolves to submit to the Annual General Meeting, and request that it consider, the Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the satements and reports for 2020 referred to in Section 1 hereof.

Section 3

This Resolution shall become effective as of its date.

Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2020:

Separate financial statements of Grupa Azoty S.A., consolidated financial statements of the Grupa Azoty Group, the Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments of the Grupa Azoty Group, non-financial statement of the Grupa Azoty Group, and the Management Board's proposal on the allocation of net profit for 2020.

Adopted by Resolution No. 152/XI/2021 of the Grupa Azoty S.A. Supervisory Board of the 11th term of office, dated May 31st 2021

Tarnów, May 2021

TABLE OF CONTENTS
1.	INTRODUCTION ...................................................................................................	3
2.	SUMMARY OF THE ANALYSIS AND ASSESSMENT OF THE SEPARATE FINANCIAL STATEMENTS ...	4

3. SUMMARY OF THE ANALYSIS AND ASSESSMENT OF THE CONSOLIDATED FINANCIAL

STATEMENTS ......................................................................................................

9

4. SUMMARY OF THE ANALYSIS AND ASSESSMENT OF THE DIRECTORS' REPORT ON THE

OPERATIONS OF GRUPA AZOTY S.A. AND THE GRUPA AZOTY GROUP..............................

13

5. SUMMARY OF THE ANALYSIS AND ASSESSMENT OF THE CONSOLIDATED REPORT ON PAYMENTS

TO GOVERNMENTS .............................................................................................

17

6. SUMMARY OF THE ANALYSIS AND ASSESSMENT OF THE NON-FINANCIAL STATEMENT OF THE

GRUPA AZOTY GROUP.........................................................................................	18
7. CONCLUSIONS AND RECOMMENDATIONS ..................................................................	20

8. ASSESSMENT OF THE MANAGEMENT BOARD'S PROPOSAL ON ALLOCATION OF NET PROFIT FOR

2020 ..............................................................................................................

21

Page 2 of 21

1. INTRODUCTION

Pursuant to Art. 382.3 of the Commercial Companies Code, Section 70.1.14 and Section 71.1.12 of the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated March 29th 2018 (Dz.U. of 2018, item 757), and Art.

32.1.6 and 32.1.9 of the Articles of Association of Grupa Azoty S.A. (the "Company"), on April 14th 2021 the Supervisory Board of Grupa Azoty S.A. (the "Supervisory Board") passed Resolutions Nos.

103/XI/2021-107/XI/2021 giving a positive assessment of the following statements and reports:

1. The separate financial statements of Grupa Azoty Spółka Akcyjna for the 12 months ended December 31st 2020, prepared in accordance with the International Financial Reporting
   Standards as endorsed by the European Union (the "Separate Financial Statements for 2020"),
2. The consolidated financial statements of the Grupa Azoty Group (the "Group") for the 12 months ended December 31st 2020, prepared in accordance with the International Financial
   Reporting Standards as endorsed by the European Union (the "Consolidated Financial Statements for 2020"),
3. The Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group in the 12 months ended December 31st 2020 (the "Directors' Report for 2020").
4. The consolidated report on payments to governments in 2020 of the Grupa Azoty Group (the
   "Consolidated Report on Payments to Governments for 2020").
5. The non-financial statement of the Grupa Azoty Group for the 12 months ended December 31st
   2020 (the "Non-financial Statement for 2020").

Additionally, the Supervisory Board assessed the Management Board's proposal on allocation of net profit for 2020.

In accordance with the regulations specified above, the Supervisory Board submits to the Annual General Meeting this Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2020: Separate financial statements of Grupa Azoty S.A., consolidated financial statements of the Grupa Azoty Group, the Directors' Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments of the Grupa Azoty Group, non-financialstatement of the Grupa Azoty Group, and the Management Board's proposal on the allocation of net profit for 2020.

This report contains a summary of the Supervisory Board's analysis and assessment of the aforementioned statements and reports of the Company for 2020, and an assessment of the Management Board's proposal on allocation of profit for 2020.

The Separate Financial Statements for 2020 and the Consolidated Financial Statements for 2020 were audited by BDO spółka z ograniczoną odpowiedzialnością spółka komandytowa of Warsaw (the "auditor" or "BDO"), which was selected by the Supervisory Board to audit the financial statements

Page 3 of 21