RESOLUTION NO. 18

OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A. OF TARNÓW HELD ON 13 MARCH 2024 TO CONSENT TO THE ACQUISITION BY THE COMPANY OF ALL SHARES IN SOLARFARM BRZEZINKA SP. Z O.O.

Pursuant to Art. 50.12(a) of the Articles of Association of Grupa Azoty S.A. (the "Company"), having considered the Management Board's request of 10 January 2024 for the General Meeting to resolve on the proposed acquisition by the Company of all shares in Solarfarm Brzezinka sp. z o.o. in furtherance of the Grupa Azoty Group's climate and energy transition programme, including the accompanying documentation submitted on the matter, as well as having considered the Supervisory Board's opinion on the request, the Extraordinary General Meeting of the Company resolves as follows:

Section 1

The Extraordinary General Meeting of the Company hereby consents to the acquisition by the Company from VSB Holding GmbH of all shares in Solarfarm Brzezinka sp. z o.o. (registered with the National Court Register under No. KRS 0000866722) for a total price of EUR 37,800,000.00 (thirty- seven million, eight hundred thousand euro, 00/100), plus an earn-out consideration of EUR 70,000.00 (seventy thousand euro, 00/100) per each additional MWp DC, but in any case of no more than EUR 2,100,000.00 (two million, one hundred thousand euro, 00/100) in total, payable on condition that within five years from the launch by Solarfarm Brzezinka sp. z o.o. of a 270 MWp solar PV farm, the farm's capacity is expanded beyond 270 MWp but to no more than 300 MWp, and this expanded capacity is successfully commissioned.

Section 2

This Resolution shall take effect upon adoption.

Attachments

Disclaimer

Grupa Azoty SA published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 March 2024 09:21:06 UTC.