Grupa Azoty S A : Ad. 15 Discharge for members of the management board updated 18.06.2024

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This file contains the following documents (for each Member of the Management Board):

1. Draft resolutions of the Annual General Meeting
2. Resolutions of the Company's Supervisory Board

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RESOLUTION NO. __

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

TO DISCHARGE TOMASZ HINC OF LIABILITY FOR HIS ACTIVITIES IN THE PERIOD 1

JANUARY−31 DECEMBER 2023

Pursuant to (i) Art. 395.2.3 in conjunction with Art. 393.1 of the Commercial Companies Code and (ii) Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company"), the Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting hereby discharges Tomasz Hinc of liability for his activities as President of the Company's Management Board in the period from 1 January to 31 December 2023.

Section 2

This Resolution shall take effect upon adoption.

The votes cast in a secret ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

STATEMENT OF REASONS:

Pursuant to Art. 395.2.3 of the Commercial Companies Code, the agenda of the Annual General Meeting should include consideration and voting on a resolution on whether to discharge members of the Company's governing bodies of liability for their activities. Art. 393.1 of the Commercial Companies Code and Art. 50.2 of the Company's Articles of Association reserve the discharge powers for the General Meeting.

The contemplated discharge relates to the period 1 January-31 December 2023, when Tomasz Hinc served as President of the Management Board.

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The Supervisory Board, in light of the Management Board's assessment of the Management Board's activities and the Company's performance in 2023, as presented to the Supervisory Board at its meetings on 23 May 2024 and 18 June 2024, adopted Resolution No. 570/XI/2024 of 18 June 2024, whereby it disapproved of Tomasz Hinc's activities in his capacity as President of the Management Board in the period from 1 January to 31 December 2023 and requested that the Company's General Meeting resolve on his discharge of liability for the same accordingly.

In view of the foregoing, it is required that this draft resolution be submitted for consideration by the Annual General Meeting.

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RESOLUTION NO. 570/XI/2024

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated 18 June 2024

to give opinion on Tomasz Hinc's activities in his capacity as President of the Management Board in the period from 1 January to 31 December 2023 and to request that the Annual General Meeting resolve on his discharge of liability for the same

Acting pursuant to (i) Art. 31 and Art. 51 in conjunction with Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company") and (ii) Section 1.2 and Section 5.2 of the Rules of Procedure for the Supervisory Board, in conjunction with Art. 395.2.3 of the Commercial Companies Code, the Supervisory Board of the Company

resolves as follows:

Section 1

1. The Supervisory Board, in light of the Management Board's assessment of the Management Board's activities and the Company's performance in 2023, as presented to the Supervisory
   Board at its meetings on 23 May 2024 and 18 June 2024, hereby disapproves of Tomasz Hinc's activities in his capacity as President of the Management Board in the period from 1 January to 31 December 2023.
2. Accordingly, the Supervisory Board also requests that the Annual General Meeting resolve not to discharge Tomasz Hinc of liability for his activities as President of the Management Board in the period from 1 January to 31 December 2023.

Section 2

This Resolution shall take effect upon adoption.

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RESOLUTION NO. __

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

TO DISCHARGE MARIUSZ GRAB OF LIABILITY FOR HIS ACTIVITIES IN THE PERIOD 1

JANUARY−31 DECEMBER 2023

Pursuant to (i) Art. 395.2.3 in conjunction with Art. 393.1 of the Commercial Companies Code and (ii) Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company"), the Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting hereby discharges Mariusz Grab of liability for his activities as Vice President of the Company's Management Board in the period from 1 January to 31 December 2023.

Section 2

This Resolution shall take effect upon adoption.

The votes cast in a secret ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

STATEMENT OF REASONS:

Pursuant to Art. 395.2.3 of the Commercial Companies Code, the agenda of the Annual General Meeting should include consideration and voting on a resolution on whether to discharge members of the Company's governing bodies of liability for their activities. Art. 393.1 of the Commercial Companies Code and Art. 50.2 of the Company's Articles of Association reserve the discharge powers for the General Meeting.

The contemplated discharge relates to the period 1 January-31 December 2023, when Mariusz Grab served as Vice President of the Management Board.

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The Supervisory Board, in light of the Management Board's assessment of the Management Board's activities and the Company's performance in 2023, as presented to the Supervisory Board at its meetings on 23 May 2024 and 18 June 2024, adopted RESOLUTION NO. 571/XI/2024 of 18 June 2024, whereby it disapproved of Mariusz Grab's activities in his capacity as Vice President of the Management Board in the period from 1 January to 31 December 2023 and requested that the Company's General Meeting resolve on his discharge of liability for the same accordingly.

In view of the foregoing, it is required that this draft resolution be submitted for consideration by the Annual General Meeting.

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RESOLUTION NO. 571/XI/2024

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated 18 June 2024

to give opinion on Mariusz Grab's activities in his capacity as Vice President of the Management Board in the period from 1 January to 31 December 2023 and to request that the Annual General Meeting resolve on his discharge of liability for the same

Acting pursuant to (i) Art. 31 and Art. 51 in conjunction with Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company") and (ii) Section 1.2 and Section 5.2 of the Rules of Procedure for the Supervisory Board, in conjunction with Art. 395.2.3 of the Commercial Companies Code, the Supervisory Board of the Company

resolves as follows:

Section 1

1. The Supervisory Board, in light of the Management Board's assessment of the Management Board's activities and the Company's performance in 2023, as presented to the Supervisory Board at its meetings on 23 May 2024 and 18 June 2024, hereby disapproves of Mariusz
   Grab's activities in his capacity as Vice President of the Management Board in the period from 1 January to 31 December 2023.
2. Accordingly, the Supervisory Board also requests that the Annual General Meeting resolve not to discharge Mariusz Grab of liability for his activities as Vice President of the Management Board in the period from 1 January to 31 December 2023.

Section 2

This Resolution shall take effect upon adoption.

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RESOLUTION NO. ___

OF THE ANNUAL GENERAL MEETING

OF GRUPA AZOTY S.A. OF TARNÓW

HELD ON 27 JUNE 2024

TO DISCHARGE FILIP GRZEGORCZYK OF LIABILITY FOR HIS ACTIVITIES IN THE PERIOD 1

JANUARY−31 DECEMBER 2023

Pursuant to (i) Art. 395.2.3 in conjunction with Art. 393.1 of the Commercial Companies Code and (ii) Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company"), the Annual General Meeting of the Company

resolves as follows:

Section 1

The Annual General Meeting hereby discharges Filip Grzegorczyk of liability for his activities as Vice President of the Company's Management Board in the period from 1 January to 31 December 2023.

Section 2

This Resolution shall take effect upon adoption.

The votes cast in a secret ballot were as follows:

For: ………………………………………

Against: ………………………………………

Abstentions: ………………………………………

STATEMENT OF REASONS:

Pursuant to Art. 395.2.3 of the Commercial Companies Code, the agenda of the Annual General Meeting should include consideration and voting on a resolution on whether to discharge members of the Company's governing bodies of liability for their activities. Art. 393.1 of the Commercial Companies Code and Art. 50.2 of the Company's Articles of Association reserve the discharge powers for the General Meeting.

The contemplated discharge relates to the period 1 January-31 December 2023, when Filip Grzegorczyk served as Vice President of the Management Board.

The Supervisory Board, in light of the Management Board's assessment of the Management Board's activities and the Company's performance in 2023, as presented to the Supervisory Board

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at its meetings on 23 May 2024 and 18 June 2024, adopted RESOLUTION NO. 572/XI/2024 of 18 June 2024, whereby it disapproved of Filip Grzegorczyk's activities in his capacity as Vice President of the Management Board in the period from 1 January to 31 December 2023 and requested that the Company's General Meeting resolve on his discharge of liability for the same accordingly.

In view of the foregoing, it is required that this draft resolution be submitted for consideration by the Annual General Meeting.

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RESOLUTION NO. 572/XI/2024

OF THE SUPERVISORY BOARD OF GRUPA AZOTY S.A.

dated 18 June 2024

to give opinion on Filip Grzegorczyk's activities in his capacity as Vice President of the Management Board in the period from 1 January to 31 December 2023 and to request that the Annual General Meeting resolve on his discharge of liability for the same

Acting pursuant to (i) Art. 31 and Art. 51 in conjunction with Art. 50.2 of the Articles of Association of Grupa Azoty S.A. (the "Company") and (ii) Section 1.2 and Section 5.2 of the Rules of Procedure for the Supervisory Board, in conjunction with Art. 395.2.3 of the Commercial Companies Code, the Supervisory Board of the Company

resolves as follows:

Section 1

1. The Supervisory Board, in light of the Management Board's assessment of the Management Board's activities and the Company's performance in 2023, as presented to the Supervisory
   Board at its meetings on 23 May 2024 and 18 June 2024, hereby disapproves of Filip
   Grzegorczyk's activities in his capacity as Vice President of the Management Board in the period from 1 January to 31 December 2023.
2. Accordingly, the Supervisory Board also requests that the Annual General Meeting resolve not to discharge Filip Grzegorczyk of liability for his activities as Vice President of the Management Board in the period from 1 January to 31 December 2023.

Section 2

This Resolution shall take effect upon adoption.