Ad. 7 Gender Balance Policy

The file contains:

1. Draft resolution of the Extraordinary General Meeting

2. Resolution of the Company's Supervisory Board

3. Resolution of the Company's Management Board

4. Proposal to be submitted to the General Meeting

5. Draft Grupa Azoty Group Gender Balance Policy.

Acting pursuant to the provisions of Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (OJ EU L 315, 2022, p. 44), the Extraordinary General Meeting

The Extraordinary General Meeting hereby adopts the Grupa Azoty Group Gender Balance Policy, as set out in the appendix to this Resolution.

This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

In accordance with Directive (EU) No 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving gender balance among directors of listed companies and related measures (OJ EU L 315, 2022, p. 44), which entered into force on 27 December 2022, all large companies listed on EU regulated markets are required to take steps to ensure gender balance on their governing bodies.

Pursuant to Article 32(1)(19) of the Articles of Association of Grupa Azoty S.A. (the "Company"), in conjunction with the provisions of Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (OJ EU L 315, 2022, p. 44), and with reference to the Management Board's request, dated 9 December 2025, for an opinion on its proposal to be submitted to the General Meeting regarding the adoption of the Grupa Azoty Group Gender Balance Policy (Ref. No.: NN/NNW/1287/2025), the Supervisory Board

The Supervisory Board endorses the Management Board's proposal, dated 9 December 2025, that the Company's General Meeting adopt the Grupa Azoty Group Gender Balance Policy (Ref. No. NOO/29/2025), attached as an appendix to this Resolution.

This Resolution shall take effect upon adoption.

Pursuant to Article 21(1) and 21(2)(12) in conjunction with Article 32(1)(19) of the Articles of Association of Grupa Azoty S.A. (the "Company"), in conjunction with Section 9(2) of the Rules of Procedure for the Management Board of the Company, and in conjunction with the provisions of Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (OJ EU L 315, 2022, p. 44), the Management Board

1. The Management Board approves the proposal to be submitted to the General Meeting regarding the adoption of the Grupa Azoty Group Gender Balance Policy (the "Policy").

2. In connection with Section 1(1), the Management Board shall request the Supervisory Board to provide an opinion on the proposal to be submitted to the General Meeting.

3. The proposal is attached as an appendix to this Resolution.

The Management Board hereby authorises Andrzej Skolmowski, President of the Management Board, to request the Supervisory Board to provide an opinion on the proposal that the General Meeting adopt the Policy, and then to submit the proposal to the General Meeting for adoption of the Policy.

This Resolution shall take effect upon adoption.

Ref. No. NOO/29/2025

Legal basis:

Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures (OJ EU 315, 2022, p. 44)

The Management Board of Grupa Azoty S.A. hereby proposes that the General Meeting adopt the Grupa Azoty Group Gender Balance Policy (the "Policy").

Statement of reasons:

Having regard to:

• Directive (EU) No 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving gender balance among directors of listed companies and related measures (OJ EU L 315, 2022, p. 44), which entered into force on 27 December 2022,

• the obligation to transpose it into the national law, and

• the fact that legislative work is currently underway on a draft act amending the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, and the Act on Implementation of Certain EU Regulations on Equal Treatment (draft of 4 February 2025), which is designed to incorporate relevant regulations into the Polish law in order to implement the Directive,

the Management Board of Grupa Azoty S.A. submits the Grupa Azoty Group Gender Balance Policy for adoption by the General Meeting.

In developing the Policy, account was taken of the Guidelines for State-Owned Companies regarding support for the professional development of women, as well as practical guidance on the implementation of Directive (EU) 2022/2381 (the so-called "Women on Boards" Directive).

The purpose of the Policy is to establish rules designed to ensure gender balance in the Company's Management Board and Supervisory Board, and to support the professional development of women and men.

The Policy sets out, without limitation:

1. the rules governing the selection process for appointments to specific positions in the

   Company's governing bodies and the rules for nominating candidates to the governing bodies;

2. the rules for supporting the professional development of women and men;

3. the human resources management strategy;

4. the rules for monitoring the Policy implementation.

The regulatory target defined in the Policy will be deemed achieved if:

1. the total number of positions in the Company's governing bodies held by persons of the underrepresented gender is not less than the number closest to 33% of the total number of positions in the Company's governing bodies; and

2. persons of the underrepresented gender hold positions in each of the Company's governing

bodies.

parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8

33-101 Tarnów, Poland

District Court for Kraków - Śródmieście

12th Commercial Division

National Court Register No. (KRS): 0000075450, Industry Identification No. (REGON): 850002268

Tax Identification Number (NIP): 873 000-68-29, Waste Database Number (BDO): 000012833

Share capital (paid up capital): PLN 495,977,420

phone: +48 14 637 37 37

fax: +48 14 633 07 18

tarnow@grupaazoty.com

The Management Board will be obliged to prepare an annual report on the representation of each gender in the Company's governing bodies and the measures taken to achieve gender balance, which will include the following information:

1. the number of persons serving on the Company's governing bodies in a given year, their

   gender and the type of position held;

2. information on measures taken to ensure that the number of persons of the underrepresented

   gender in the Company's governing bodies is in line with the regulatory target;

3. where the regulatory target has not been achieved, the reasons for this and a comprehensive description of the measures adopted and planned to be adopted to achieve it.

The report may be a separate part of the report on the operations of the Company as referred to in Article 49(1) of the Accounting Act of 29 September 1994.

Appendix:

Draft resolution to adopt the Grupa Azoty Group Gender Balance Policy, including an appendix to the resolution.

Signed with an electronic signature by Andrzej Skolmowski

Date: 2025.12.10 17:32:43 +01'00'

Signed with an electronic signature by Paweł Bielski

Date: 2025.12.11 08:11:52 +01'00'

parent

of the Grupa Azoty Group

ul. Kwiatkowskiego 8

33-101 Tarnów, Poland

District Court for Kraków - Śródmieście

12th Commercial Division

National Court Register No. (KRS): 0000075450, Industry Identification No. (REGON): 850002268

Tax Identification Number (NIP): 873 000-68-29, Waste Database Number (BDO): 000012833

Share capital (paid up capital): PLN 495,977,420

phone: +48 14 637 37 37

fax: +48 14 633 07 18

tarnow@grupaazoty.com

Akcyjna, dated [•][•]20[•], to adopt the Grupa Azoty Group Gender Balance Policy

1. The General Meeting of Grupa Azoty Spółka Akcyjna (the "Company") adopts this Grupa Azoty Group Gender Balance Policy (the "Policy") in connection with Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures.

2. Grupa Azoty Spółka Akcyjna (the "Company") supports a work culture based on diversity,

   equality, inclusion and belonging.

3. One of the pillars of its efforts is the pursuit of gender balance, understood as ensuring that women and men have comparable opportunities for professional development and for serving in decision-making roles.

4. Diverse teams - across different professional areas and at different management levels -bringing together different experience, perspectives and genders enhance the quality of decision-making, foster an open working environment and contribute to the growth of the entire Group.

5. This Policy shall apply accordingly to companies of the Grupa Azoty Group.

1. The purpose of this Policy is to establish rules designed to ensure gender balance in the Company's Management Board and Supervisory Board, and to support the professional development of women and men.

2. The Policy sets out, without limitation:

   1. the rules governing the selection process for appointments to specific positions in the Company's governing bodies and the rules for nominating candidates to the governing bodies;

   2. the rules for supporting the professional development of women and men;

   3. the human resources management strategy;

   4. the rules for monitoring the Policy implementation.

3. To the extent relevant, this Policy shall apply to the Company's employees and individuals providing services to the Company as non-employees, as well as to members of the Management Board and Supervisory Board of Grupa Azoty S.A. and other companies of the Grupa Azoty Group.

   Definitions Section 2

   In this Policy:

   1. "Governing Bodies" shall mean the Company's Management Board and Supervisory Board;

   2. "Underrepresented Gender" shall mean the gender whose representatives hold no more

      than 49% of the total number of positions in the Governing Bodies;

   3. "Regulatory Target" shall mean ensuring gender balance in the Governing Bodies as

specified in Section 3(2) below.

1. The Company shall seek to achieve the Regulatory Target.

2. The Regulatory Target shall be deemed achieved if:

   1. the total number of positions in the Governing Bodies held by persons of the Underrepresented Gender is not less than the number closest to 33% of the total number of positions in the Governing Bodies; and

   2. persons of the Underrepresented Gender hold positions in each of the Governing Bodies.

3. Where the Regulatory Target has been achieved, the application of Section 4(3) and Section 5 of this Policy shall not be required.

4. The Company shall make this Policy available on its website, together with information on gender balance laws and sanctions set out in applicable regulations.

1. When selecting members of the Governing Bodies, the Company shall apply, without limitation, the Company's Articles of Association, this Policy, the Rules of Procedure for the Management Board, the Rules of Procedure for the Supervisory Board, and the rules governing the election of employee-elected candidates to the Supervisory Board and Management Board, maintaining impartiality and using the merit-based criteria following from those documents.

2. The selection process for appointments to specific positions in the Governing Bodies shall be governed by the internal regulations referred to in Section 4(1) and with applicable laws, including in particular the regulations on gender balance in the governing bodies of public companies.

3. For the purposes of the process referred to in Section 4(2), the Company shall use neutrally formulated and unambiguous criteria established in advance of the process, taking into account candidates' qualifications and the need to ensure gender balance; the criteria shall be applied in a non-discriminatory manner.

4. The entire recruitment procedure shall be documented to ensure full transparency of the selection process.

5. Remuneration of members of the Governing Bodies shall be determined, in particular, in accordance with the Remuneration Policy for Members of the Management Board and Supervisory Board, and resolutions of the General Meeting on the rules of remunerating members of the Management Board and the Supervisory Board.

1. In the process of selecting individuals for specific positions in the Governing Bodies, when choosing between candidates of different genders who are equally qualified, the Company shall give priority to the candidate of the Underrepresented Gender, unless the choice of the candidate of the opposite gender is warranted by other diversity-related rules provided for in applicable laws and based on non-discriminatory criteria.

2. Whenever the Company does not apply the rule referred to in Section 5(1), it shall document both the outcome of the candidates' comparison and the reasons for the decision taken.

1. Candidates for the Governing Bodies shall be nominated in a way that supports achievement of the Regulatory Target, in full compliance with applicable laws and the Company's internal regulations.

2. Those entitled to nominate candidates shall ensure that the pool of candidates includes representatives of both genders, to the extent this is possible given the nature of the recruitment procedure or the availability of candidates who meet the formal and merit-based requirements.

1. When appointing members to the Management Board and Supervisory Board, the Company shall follow the principle of equal opportunities for women and men and shall seek to ensure that each gender has a genuine opportunity to be appointed to positions in the Governing Bodies.

2. The same principles shall guide the Company in other recruitment processes for executive and managerial roles, where the objective shall be, in particular, equal treatment of female and male candidates and the use of consistent assessment criteria.

3. At the Grupa Azoty Group, the human resources management strategy for ensuring gender equality shall include, without limitation:

   1. applying recruitment practices designed to promote diversity and gender equality;

   2. investing in employee skills development by ensuring access to training, development programmes and other upskilling opportunities for all employees, regardless of gender;

   3. promoting an organisational culture that supports gender equality, inclusion and diversity through awareness raising and communication campaigns;

   4. regular monitoring and analysis of data on employment, promotions and employee experiences.

4. The human resources management strategy at the Grupa Azoty Group shall primarily involve taking measures that encourage the Company's employees and individuals providing services to the Company as non-employees to engage in their work for the Company, deliver on the targets and objectives set for them, and build a sense of responsibility for the Company's condition.

5. To support effective implementation of the rules specified in Section 7(3), the Company has developed a Diversity, Equity, Inclusion and Belonging Policy (the "DEI&B Policy"), setting out, without limitation, standards for recruitment, promotions, professional development, family-friendly measures and the creation of an inclusive organisational culture, which shall serve as a corporate standard applicable across the Grupa Azoty Group.

1. The Management Board shall prepare an annual report on the representation of each gender in the Governing Bodies and the measures taken to achieve gender balance in the Governing Bodies, which shall include the following information:

   1. the number of persons serving on the Governing Bodies in a given year, their gender and the type of position held;

   2. information on measures taken to ensure that the number of persons of the Underrepresented Gender in the Governing Bodies is in line with the Regulatory Target;

   3. where the Regulatory Target has not been achieved, the reasons for this and a comprehensive description of the measures adopted and planned to be adopted to achieve it.

2. The report referred to in Section 8(1) may be a separate part of the report on the operations of the Company as referred to in Article 49(1) of the Accounting Act of 29 September 1994.

3. The Management Board shall review this Policy annually to assess whether it is being applied properly and whether its objectives are being met. The Management Board shall submit the results of the review to the Supervisory Board together with the report referred to in Section 8(1).

4. The Company shall publish the report referred to in Section 8(1) on its website.

5. Following the annual review, the Management Board shall take corrective measures as necessary to ensure implementation of this Policy.

Agnieszka Dziewiatkowska-Szybilska

Signed with an electronic signature by

Agnieszka Dziewiatkowska-Szybilska

Date: 2025 12 10

08 31 56 +01 00