Grupa Azoty S A : Draft Reolutions

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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 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 Chair 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

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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 Chairperson of the Meeting. The person opening the General Meeting should refrain from any substantive or formal decisions.

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RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON NOVEMBER 15TH 2021

TO ADOPT THE AGENDA

Acting pursuant to Section 21 and Section 22.1 of the Rules of Procedure for the General Meeting, the Extraordinary General Meeting of Grupa Azoty S.A. (the "Company")

resolves as follows:

Section 1

The Extraordinary General Meeting of the Company adopts the following agenda for the Meeting:

1. Opening of the Meeting.
2. Appointment of the Chair of the Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Extraordinary General Meeting.
6. Appointment of a Ballot Counting Committee for the Extraordinary General Meeting.
7. Resolution 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.
8. Presentation of the statement of compliance by Grupa Azoty S.A. with corporate governance principles as contained in the 'Best Practice for WSE Listed Companies 2021'.
9. Current information for the Shareholders.
10. Closing of the Meeting.

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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RATIONALE

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

• Par. 21 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "Having confirmed that the Meeting has the capacity to adopt resolutions, the Chairperson shall present the agenda and put it to the vote."
• Par. 22.1 of the Rules of Procedure for the Company's General Meeting, which reads as follows: "Decision concerning adoption of the agenda for the Meeting or introduction of changes into the agenda shall be made exclusively by the Meeting by way of a resolution."

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RESOLUTION NO. ____

OF THE EXTRAORDINARY GENERAL MEETING OF

GRUPA AZOTY S.A. OF TARNÓW, HELD ON

NOVEMBER 15TH 2021

TO ABOLISH THE SECRECY OF VOTING ON THE ELECTION OF COMMITTEES TO BE APPOINTED BY THE EXTRAORDINARY GENERAL MEETING

Acting pursuant to Art. 420.3 of the Commercial Companies Code, the Extraordinary General Meeting of the Company

resolves as follows:

Section 1

Secrecy of voting on the election of committees appointed by the Extraordinary General Meeting shall be hereby abolished.

Section 2

This Resolution shall become effective as of its date.

The votes cast in an open ballot were as follows:

For: .........................................................

Against: ........................................

Abstentions: ............................................

RATIONALE

The resolution is formal and procedural in nature, in accordance with Art. 420.3 of the Commercial Companies Code, which reads as follows. "The general meeting may resolve to abolish the secrecy of voting on the election of committees to be appointed by the general meeting."