Grupa Azoty S A : Ad. 4 Adoption the agenda

The file contains:

1. Draft resolution of the Company's Annual General Meeting to adopt the agenda of the Meeting

- DRAFT -

RESOLUTION NO.

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW HELD ON JUNE

30TH 2021 TO ADOPT THE AGENDA OF THE

MEETING

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

resolves as follows:

Section 1

The Annual 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. Consideration and, if thought fit, passing a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting.
6. Appointment of a Ballot Counting Committee for the Annual General Meeting.
7. Review of the Supervisory Board's reports:
8. 1. 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 report of the Grupa Azoty Group, and the Management Board's proposal on the allocation of net profit for 2020.
   2. Report of the Supervisory Board of Grupa Azoty S.A. on its activities in 2020.
9. Receipt of the separate financial statements of Grupa Azoty S.A. for the 12 months ended December 31st 2020.
10. Receipt of the consolidated financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2020.

- DRAFT -

1. Receipt of the Directors' Report on Grupa Azoty S.A.'s and the Grupa Azoty Group's operations in the 12 months ended December 31st 2020.
2. Receipt of the Grupa Azoty Group's consolidated report on payments to governments in 2020.
3. Receipt of the non-financial statement of the Grupa Azoty Group for the 12 months ended December 31st 2020.
4. Consideration and, if thought fit, passing a resolution to allocate Grupa Azoty S.A.'s net profit for the financial year 2020.
5. Consideration and, if thought fit, passing resolutions to grant discharge from liability for Members of the Management Board in respect of 2020.
6. Consideration and, if thought fit, passing resolutions to grant discharge from liability for Members of the Supervisory Board in respect of 2020.
7. Consideration and, if thought fit, passing a resolution to provide an opinion on the report of the Grupa Azoty S.A Supervisory Board on remuneration of members of the Management Board and Supervisory Board for 2019-2020
8. Resolution to amend the Articles of Association of Grupa Azoty S.A.
9. Consideration and, if thought fit, passing a resolution to amend the Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A.
10. Current information for the Shareholders.
11. Closing of the Meeting.

Section 2

This Resolution shall become effective as of its date.

GROUNDS

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."