Grupa Azoty S A : Ad. 8 Excerpt from a resolution of the company's management board

Resolution No. 99/XII/2021

of the Management Board of Grupa Azoty S.A.

dated July 28th 2021

on compliance by Grupa Azoty S.A. with corporate governance principles as contained in the 'Best Practice for WSE Listed Companies 2021'.

Acting pursuant to (i) Art. 21.1 and Art. 21.2.12 of the Articles of Association of Grupa Azoty S.A. (the "Company"), (ii) Sec. 9.2 of the Rules for Procedure of the Management Board of the Company, and

1. Sec. 29.3 of the Rules of the Warsaw Stock Exchange ("WSE"), in conjunction with Resolution No. 13/1834/2021 of the WSE Supervisory Board dated March 29th 2021 to approve the 'Best Practice for WSE Listed Companies 2021' and Section 2.2 of Resolution No. 1-4/1835/2021 of the WSE Supervisory Board dated March 29th 2021 to amend the Rules of WSE, in conjunction with the guidelines of the Corporate Governance Committee on the application of the 'Best Practice for WSE Listed Companies 2021' (edition 1 of June 30th 2021), including, without limitation, guideline Q2 and guideline Q12, and conjunction with Resolution No. 691/2021 of the WSE Management Board dated July 1st 2021 on disclosure by listed companies of information on their compliance with corporate governance principles, the Management Board Company

resolves as follows: Section 1

1. The Management Board of Grupa Azoty S.A. hereby adopts the Best Practice for WSE Listed
   Companies 2021 ("Best Practice 2021") in accordance with the 'Statement of compliance by Grupa Azoty S.A. with Best Practice 2021', which is attached as an appendix hereto.
2. The Management Board of Grupa Azoty S.A. hereby resolves to publish the 'Statement of compliance by Grupa Azoty S.A. with Best Practice 2021' as a way of disclosing information on compliance by the Company, as an issuer, with corporate governance principles as required under Sec. 29.3 of the Rules of WSE by using a dedicated form available in the WSE Electronic Information
   Base ("EBI") system, including the required comments and explanations, by July 31st 2021, as well as to post the Statement on the Company's corporate website immediately upon its submission to the
   WSE.

Section 2

1. The Management Board resolves to notify the Management Boards of Grupa Azoty S.A.'s subsidiaries which are issuers of securities of this Resolution in order for them to communicate consistent compliance information to the market.
2. Head of the Corporate Investor Relations Department shall be responsible for implementing this Resolution (Sections 1 and 2), including supervising its implementation and coordinating any related efforts.

Section 3

1. The Management Board resolves to present Best Practice 2021 and submit the 'Statement of compliance by Grupa Azoty S.A. with Best Practice 2021' to the Supervisory Board in order for it to resolve on whether to adopt and apply Best Practice 2021.
2. The Management Board further resolves to present the principles of Best Practice 2021 which the Company hereby declares to comply with and submit the relevant statement of compliance to shareholders at the next General Meeting.

Section 4

This Resolution shall become effective as of its date.

Statement of compliance by Group Azoty S.A. with Best Practice 2021

1. DISCLOSURE POLICY, INVESTOR COMMUNICATIONS

In the interest of all market participants and their own interest, listed companies ensure quality investor communications and pursue a transparent and fair disclosure policy.

1. Companies maintain efficient communications with capital market participants and provide fair information about matters that concern them. For that purpose, companies use diverse tools and forms of communication, including in particular the corporate website where they publish all information relevant for investors.
   □ The principle is applied by the Company.
2. Companies make available their financial results compiled in periodic reports as soon as possible after the end of each reporting period; should that not be feasible for substantial reasons, companies publish at least preliminary financial estimates as soon as possible.
   □ The principle is applied by the Company.
3. Companies integrate ESG factors in their business strategy, including in particular:

1.3.1 environmental factors, including measures and risks relating to climate change and sustainable development;

□ The principle is not applied by the Company.

Grupa Azoty engages in sustainable development initiatives, which includes taking active steps to mitigate the impact of its operations on the natural environment and climate, for instance by reducing pollutant and greenhouse gas emissions, investing in environmentally- friendly technologies, developing low-carbon and biodegradable products, and implementing hydrogen projects with a view to reducing CO2 emissions.

Grupa Azoty reports on its emission volumes for greenhouse gases and other pollutants, and has calculated the carbon footprint of its organisation and fertilizer and chemical products for 2020.

Grupa Azoty is well advanced in the process of developing its corporate strategy for 2021- 2030, which will provide a comprehensive presentation of the Group's planned activities, taking into account ESG considerations. The strategy is expected to be published in the second half of 2021.

1.3.2. social and employee factors, including, among others, actions taken and planned to ensure equal treatment of women and men, decent working conditions, respect for employees' rights, dialogue with local communities, customer relations.

□ The principle is not applied by the Company.

The Company takes steps to ensure proper working conditions, respect for employee rights, proper customer relations, and dialogue with local communities. Grupa Azoty has adopted the Code of Ethical Conduct, the Whistleblowing Policy, which guarantees, among other

things, whistleblower protection, the Conflict of Interest Policy, the Anti-Corruption Code and the Gift Policy, as well as the Trading Partners Code of Conduct.

In its operations the Company seeks to foster equal opportunities for women and men in all areas, including access to employment, career development, and equal pay for work of the same value.

Grupa Azoty is well advanced in the process of developing its corporate strategy for 2021- 2030, which will present the Group's plans for the coming years in the area of social and employee matters.

The strategy is expected to be published in the second half of 2021.

1.4. To ensure quality communications with stakeholders, as a part of the business strategy, companies publish on their website information concerning the framework of the strategy, measurable goals, including in particular long-term goals, planned activities and their status, defined by measures, both financial and non-financial. ESG information concerning the strategy should among others:

□ The principle is not applied by the Company

After the strategy for 2021-2030 is adopted, the Group will publish on its website information on the strategy objectives, including in particular long-term goals and planned activities and measures. The strategy progress, described by financial and non-financial metrics, will be presented both on the website and in current and periodic reports. The information will also include ESG aspects.

The strategy is expected to be published in the second half of 2021.

1.4.1. explain how the decision-making processes of the company and its group members integrate climate change, including the resulting risks;

□ The principle is not applied by the Company

Grupa Azoty is well advanced in the process of developing its corporate strategy for 2021- 2030, which will present the Group's plans in this area.

The strategy is expected to be published in the second half of 2021.

1.4.2. present the equal pay index for employees, defined as the percentage difference between the average monthly pay (including bonuses, awards and other benefits) of women and men in the last year, and present information about actions taken to eliminate any pay gaps, including a presentation of related risks and the time horizon of the equality target.

□ The principle is applied by the Company.

1.5. Companies disclose at least on an annual basis the amounts expensed by the company and its group in support of culture, sports, charities, the media, social organisations, trade unions, etc. If the company or its group pay such expenses in the reporting year, the

disclosure presents a list of such expenses. □ The principle is applied by the Company.

1.6. Companies participating in the WIG20, mWIG40 or sWIG80 index hold on a quarterly basis and other companies hold at least on an annual basis a meeting with investors to which they invite in particular shareholders, analysts, industry experts and the media. At such meetings, the management board of the company presents and comments on the strategy and its implementation, the financial results of the company and its group, and the key events impacting the business of the company and its group, their results and outlook. At such meetings, the management board of the company publicly provides answers and explanations to questions raised.

□ The principle is applied by the Company.

1.7 If an investor requests any information about a company, the company replies immediately and in any case no later than within 14 days.

□ The principle is applied by the Company.

2. MANAGEMENT BOARD, SUPERVISORY BOARD

To ensure top standards of the responsibilities and effective performance of the management board and the supervisory board of a company, only persons with the adequate competences, skills and experience are appointed to the management board and the supervisory board.

Management Board members act in the interest of the company and are responsible for its activity. The management board is responsible among others for the company's leadership, engagement in setting and implementing its strategic objectives, and ensuring the company's efficiency and safety. Supervisory board members acting in their function and to the extent of their responsibilities on the supervisory board follow their independent opinion and judgement, including in decision making, and act in the interest of the company.

The supervisory board functions in the spirit of debate and analyses the position of the company in the context of the sector and the market on the basis of information provided by the management board of the company and via the company's internal systems and functions and obtained from external sources, using the output of its committees. The supervisory board in particular issues opinions on the company's strategy, verifies the work of the management board in pursuit of defined strategic objectives, and monitors the company's performance.

2.1. Companies should have in place a diversity policy applicable to the management board and the supervisory board, approved by the supervisory board and the general meeting, respectively. The diversity policy defines diversity goals and criteria, among others including gender, education, expertise, age, professional experience, and specifies the target dates and the monitoring systems for such goals. With regard to gender diversity of corporate bodies, the participation of the minority group in each body should be at least 30%.

□ The principle is not applied by the Company

While Grupa Azoty has not adopted formally any diversity policy document, it follows clear

rules governing employment and promotion, and seeks to achieve diversity in terms of gender, education, age and professional experience of its entire workforce, including in particular members of the governing bodies and key management staff. In its operations, the Company applies the principles of equal treatment and non-discrimination. The Company is committed to applying the above principles and to promoting and disseminating them across all of its stakeholder groups.

The rules for appointment of the Management Board and for election of a Management Board member by employees are set forth in the Company's Articles of Association. The process of recruitment and selection of candidates is open and transparent. The detailed scope of qualifications required for a position of Management Board member is specified in the relevant announcement published on the Company's website on a case-by-case basis.

As at July 1st 2021, the minority share metric provided for in Best Practices 2021, i.e. the minority share of no less than 30% of the Management Board and Supervisory Board, was not achieved at the Company.

The key criterion to be taken into account by persons authorised to elect members of the Company's governing bodies should be securing the Company's needs, which includes ensuring diversity of education, knowledge and experience, competencies and versatility of a candidate for a given function on the company's governing bodies. Other factors, such as age, gender, nationality, ethnic origin, religion or political beliefs, should not be a decisive criterion in this respect.

2.2. Decisions to elect members of the management board or the supervisory board of companies should ensure that the composition of those bodies is diverse by appointing persons ensuring diversity, among others in order to achieve the target minimum participation of the minority group of at least 30% according to the goals of the established diversity policy referred to in principle 2.1.

□ The principle is not applied by the Company

As at July 1st 2021, the minority share metric provided for in Best Practices 2021, i.e. the minority share of no less than 30% of the Management Board and Supervisory Board, was not achieved at the Company.

Persons authorised to elect members of the Company's governing bodies are guided by the criteria of securing the Company's needs and ensuring diversity of the members' education, knowledge and experience, competencies and versatility of a candidate for a given function.

1. At least two members of the supervisory board meet the criteria of being independent referred to in the Act of 11 May 2017 on Auditors, Audit Firms and Public Supervision, and have no actual and material relations with any shareholder who holds at least 5% of the total vote in the company.
   □ The principle is applied by the Company.
2. The supervisory board and the management board vote in an open ballot unless