Ad. 8 Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A.

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 restated Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A.

6. Draft restated Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. - in track-changes mode

Pursuant to Article 90e(4) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (consolidated text: Dz.U. of 2025, item 592), in conjunction with Article 50(7) and 50(28) of the Articles of Association of Grupa Azoty S.A. (the "Company"), and Section 12(1) of the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A., the Extraordinary General Meeting

Section 1

The following amendments shall be made to the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A.:

1. In Part 1, the last sentence of Section 1(1), reading as follows: "Implementation of this Policy supports and ensures the implementation of the Company's business strategy, including its sustainability (ESG) goals, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value." shall be deleted.

2. In Part 1, a new Section 1(2) shall be inserted, reading as follows:

   "2. The framework for remunerating the Managers as adopted in this Policy, including in particular:

   1. definition of the criteria for granting and determining the amount of variable remuneration components so as to include criteria related to the consideration of social interests, the Company's contribution to environmental protection, and measures taken to prevent and eliminate adverse social impacts of the Company's operations;

   2. explanation of how the criteria (management objectives) are taken into account in granting and determining the amount of Variable Remuneration,

      support and ensure the implementation of the Company's business strategy, including its sustainability (ESG) goals, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value."

3. In Part 1, Section 1(2) shall be renumbered as Section 1(3);

4. In Part 1, in Section 1(3) (previously Section 1(2)), items 12) and 13) shall be inserted, reading as follows:

   "12) "Public Offering Act" shall mean the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005;

   1. "Gender Balance Policy" shall mean the Grupa Azoty Group Gender Balance Policy, setting out rules to ensure gender balance on the Company's Management Board and Supervisory Board, and to support professional development of women and men."

5. In Part 1, in Section 2(1), the second sentence shall be amended to read as follows: "A Supervisor shall be remunerated based on the corporate relationship arising from their appointment." and a third sentence shall be inserted, reading as follows: "A Supervisor shall receive remuneration during their term of office, subject to Section 2(6)."

6. In Part 1, in Section 2(3), the following words shall be inserted after "implementation of the

   Company's business strategy"': "including its sustainability (ESG) goals".

7. In Part 2, Section 3 shall be amended to read as follows:

   "1. The monthly Fixed Remuneration of a Management Board Member shall fall within the following ranges:

   1. for the President of the Management Board - from seven to fourteen times,

   2. for Vice Presidents of the Management Board - from seven to twelve times,

   3. for other Members of the Management Board - from seven to ten times

      the reference salary, understood as the arithmetic average of the monthly average salaries in the enterprise sector, excluding bonuses from profit, as announced by the President of Statistics Poland, for the 12 (twelve) quarters of the last 3 (three) full consecutive years preceding the year for which the reference salary is determined.

      1. The amount (rate) of the monthly Fixed Remuneration of a Manager shall be determined by the Supervisory Board in monetary terms, i.e. by specifying a nominal amount expressed in Polish złoty, in accordance with the provisions of Section 3(1).

      2. The monthly Fixed Remuneration of a Supervisor shall be set as the product of the reference salary referred to in Article 1(3)(11) of the Act, taking into account other legal acts that change or modify the reference salary, including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year, and a multiplier of 2.75 (two point seventy-five). The remuneration thus determined shall be increased by:

         1. 10% in the case of the Chair of the Supervisory Board,

         2. 9% in the case of the Deputy Chair of the Supervisory Board,

         3. 8% in the case of the Secretary of the Supervisory Board,

         4. 9% in the case of the chairs of the Supervisory Board standing committees, with the proviso that if a Supervisor is entitled to more than one increase, they shall receive the largest one (no aggregation of the increase rates).

      3. Pursuant to the Act, the amount of remuneration payable to the Managers and Supervisors shall be determined taking into account the products specified in Sections 3(1) and 3(3) above; this remuneration system has been developed with due regard to the

      economic and financial condition of the Company as well as its liquidity position, and taking into consideration:

      1. an analysis of the market remuneration levels at companies with a similar scale of operations or business profile (taking into account the scale of operations of the Grupa Azoty Group as a whole, including its operations in international markets);

      2. an analysis of the scope of responsibilities, the size and nature of the supervised area. Since the remuneration of members of the Supervisory Board and the Management Board is governed by the Act, the average remuneration of the Company's employees shall not be taken into account in determining the rules of this Policy."

8. In Part 2, in Section 4(3), the following words shall be inserted after "Fixed Remuneration": "due for the same financial year".

9. In Part 2, Section 4(5) shall be amended to read as follows: "The amount of Variable Remuneration shall be defined by the Supervisory Board based on its assessment of the achievement of the Management Objectives, by reducing the Maximum Remuneration pro rata to the achievement level of each shared and individual objective, taking into account the weights allocated to each objective."

10. In Part 2, in Section 4(7), the following word shall be inserted after "due to the Manager as": "monthly".

11. In Part 2, Section 5(2) shall be amended as follows:

    • in item 2), the word "change" shall be replaced with the word "improvement";

    • in item 6), the word "change" shall be replaced with the word "improvement", and the following words shall be inserted after "specific": "economic and financial";

    • in item 8), the word "change" shall be replaced with the word "improvement", and

    • items 13) and 14) shall be inserted, reading as follows:

    "13) restructuring of the company or increasing its value;

    1. support for the professional development of women, in accordance with the Gender Balance Policy."

12. In Part 2, Section 5(4) shall be amended as follows:

    • in item 1, the words "of subsidiaries" shall be deleted, and the following words shall be inserted after "relevant rules stipulated in the Act": "taking into account other legal acts that change or modify the reference salary, including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year".

    • the following words shall be inserted after item 2: "at the Company's subsidiaries within the meaning of Article 4(3) of the Competition and Consumer Protection Act of 16 February 2007".

13. In Part 3, Section 6(2) shall be amended as follows:

    • in item 1), a new item 2) shall be inserted, reading as follows: "if the Manager's contract has been terminated by mutual consent of the Parties";

    • items 2) and 3) shall be renumbered as 3) and 4), respectively;

14. In Part 2, in Section 7(3), an editorial amendment shall be made in connection with the introduction of the definition of the Act on Rules of Remunerating Persons Managing Certain Companies.

15. In Part 2, in Section 9(1), an editorial amendment shall be made in the Polish version of the document: "obowiązkiem" shall be substituted with "obowiązek"; this change does not affect the English translation.

16. In Part 4, in Section 10(1), the second and third sentence shall be deleted.

17. In Part 4, in Section 10(2), the following words shall be deleted in the first sentence: "if a contact referred to in Section 10(1) is not concluded".

18. In Part 5, Section 11(1) shall be amended to read as follows: "Prevention of conflicts of interest with respect to remuneration of the Company's Managers and Supervisors shall be ensured by applying the division of powers and responsibilities provided for in Article 378 and Article 392 of the Commercial Companies Code, and in Article 90d of the Public Offering Act, in so far as it concerns defining remuneration rules. The same objective shall also be served by the requirement that remuneration be determined in accordance with the provisions of this Remuneration Policy."

19. In Part 5, in Section 11(3), the word "update" shall be replaced with the word "amend", and the words "or prevent" shall be deleted.

20. In Part 5, in Section 13(1), a fourth indent shall be inserted, reading as follows: " a difficult or deteriorating economic and financial condition or liquidity position of the Company".

21. In Part 5, Section 14 shall be amended to read as follows:

    "This version of the Remuneration Policy includes the following material changes relative to the previous version (the Remuneration Policy adopted by Resolution No. 4 of the Company's Extraordinary General Meeting to adopt the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 20 August 2020, as amended by Resolution No. 34 of the Company's Annual General Meeting to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 30 June 2021, and by Resolution No. 6 of the Company's Extraordinary General Meeting to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 26 September 2024):

    1. it has been specified how the Remuneration Policy contributes to achieving the objectives set out in Article 90d(2) of the Public Offering Act;

    2. the provisions on the possibility of entering into a supervision services contract with a Supervisor have been deleted;

       Z komentarzem [s1]:

members of the Management Board and Supervisory Board as amended under

describing the amendments made to the Remuneration Policy."

Section 2

The restated Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. shall be adopted, as set out in the appendix hereto, which incorporates the amendments specified in Section 1 above.

Section 3 This Resolution shall take effect upon adoption.

STATEMENT OF REASONS:

Pursuant to Article 90e(4) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated 29 July 2005 (Dz.U. of 2025, item 592), a resolution on the remuneration policy must be adopted at least every four years. To be effective, any major amendments to the remuneration policy require a resolution by the General Meeting.

This is consistent with the provisions of Article 50(7) and 50(28) of the Company's Articles of Association, which authorise the General Meeting to determine the rules and amounts of remuneration for members of the Company's Supervisory Board, and the rules of remunerating members of the Company's Management Board, to the extent they are related to the issues governed by the remuneration policy.

Accordingly, the adoption of the updated Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. is reasonable and necessary.

Pursuant to Article 32(1)(19) in conjunction with Article 50(7) and 50(28) and Article 51 of the Articles of Association of Grupa Azoty S.A. (the "Company"), and in conjunction with Resolution No. 395/XIII/2026 of the Company's Management Board to adopt the amended Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. (the "Remuneration Policy"), the Supervisory Board

The Supervisory Board endorses the Management Board's proposal, dated 20 January 2026, that the Company's General Meeting make amendments to the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A and adopt the restated document (Ref. No.: NOO/3/2026), 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)(1)(9), Article 50(7) and 50(28) and Article 51 of the Company's Articles of Association, in conjunction with Article 9(2) of the Rules of Procedure for the Management Board of Grupa Azoty S.A. in conjunction with Resolution No. 42 of the Annual General Meeting of Grupa Azoty S.A. of Tarnów held on 30 June 2025 to amend Resolution No. 8 of the Extraordinary General Meeting of Grupa Azoty S.A. of Tarnów dated 2 December 2016 on the rules of remunerating members of the Management Board ("AGM Resolution No. 42 of 30 June 2025") and Resolution No. 43 of the Annual General Meeting of Grupa Azoty S.A. of Tarnów held on 30 June 2025 to amend Resolution No. 9 of the Extraordinary General Meeting of Grupa Azoty S.A. of Tarnów dated 2 December 2016 to determine the rules of remunerating members of the Supervisory Board ("AGM Resolution No. 43 of 30 June 2025"), and Article 90e(4) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Public Trading, and Public Companies (consolidated text: Dz.U. of 2025, item 592), the Management Board

1. Having reviewed the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. (the "Remuneration Policy"), and considering AGM Resolution of 30 June 2025 and AGM Resolution No. 43 of 30 June 2025, as well as the Supervisory Board's comments submitted during the meeting held on 24 November 2025, and identifying the need to amend the Remuneration Policy so as to update its provisions, the Management Board hereby resolves to submit to the Company's General Meeting a proposal, attached as an appendix to this Resolution, to make relevant amendments to the Remuneration Policy and to adopt the restated document incorporating those amendments.

2. The submission to the General Meeting shall be made after the receipt of the Supervisory Board's opinion on the proposal referred to in Section 1(1) above.

The Management Board hereby resolves to request the Supervisory Board to provide an opinion on the proposal referred to in Section 1(1) above for the purpose of submitting the proposal to the General Meeting.

This Resolution shall take effect upon adoption.

Ref. No. NOO/3/2026

Legal basis: Article 90e(4) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (consolidated text: Dz.U. of 2025, item 592), in conjunction with Article 50(7) and 50(28) of the Company's Articles of Association

The Management Board hereby submits for consideration by the Company's General Meeting a proposal that the General Meeting amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A (the "Remuneration Policy").

The main reason for the amendments is the need to implement the resolutions adopted by the

Company's Annual General Meeting on 30 June 2025, i.e.

− Resolution No. 42 of the Annual General Meeting of Grupa Azoty S.A. of Tarnów dated 30

June 2025 to amend Resolution No. 8 of the Extraordinary General Meeting of Grupa Azoty

S.A. of Tarnów dated 2 December 2016 on the rules of remunerating members of the

Management Board;

− Resolution No. 43 of the Annual General Meeting of Grupa Azoty S.A. of Tarnów held on 30

June 2025 to amend Resolution No. 9 of the Extraordinary General Meeting of Grupa Azoty

S.A. of Tarnów dated 2 December 2016 to determine the rules of remunerating members of

the Supervisory Board;

concerning in particular: determination of the monthly fixed remuneration payable to Managers by revising the multiples and the reference salary, the monthly fixed remuneration payable to the Supervisors by revising the reference salary, revision of one of the key objectives, and extension of the catalogue of Management Objectives. Furthermore, some of the amendments reflect the conclusions from a general review of the Remuneration Policy performed to ensure compliance with the market standards and generally applicable laws.

In view of the foregoing, the Management Board proposes that the following amendments be made to the Remuneration Policy:

− In Part 1, in Section 1(1), the last sentence, reading as follows: "Implementation of this Policy supports and ensures the implementation of the Company's business strategy, including its sustainability (ESG) goals, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value." shall be deleted.

The current wording:

"1. The remuneration policy stipulated in this document (the "Remuneration Policy") defines the rules and terms of remuneration for members of the Management Board and Supervisory Board of Grupa Azoty S.A. within the meaning of the Act on Rules of Remunerating Persons Managing Certain Companies of 9 June 2016, as well as the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated 29 July 2005. Implementation of this

Policy supports and ensures the implementation of the Company's business strategy, including its sustainability (ESG) goals, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value."

shall be amended to read as follows:

"1. The remuneration policy stipulated in this document (the "Remuneration Policy") defines the rules and terms of remuneration for members of the Management Board and Supervisory Board of Grupa Azoty S.A. within the meaning of the Act on Rules of Remunerating Persons Managing Certain Companies of 9 June 2016, as well as the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated 29 July 2005."

− In Part 1, a new Section 1(2) shall be inserted, reading as follows:

"2. The framework for remunerating the Managers as adopted in this Policy, including in

particular:

1. definition of the criteria for granting and determining the amount of variable remuneration components so as to include criteria related to the consideration of social interests, the Company's contribution to environmental protection, and measures taken to prevent and eliminate adverse social impacts of the Company's operations;

2. explanation of how the criteria (management objectives) are taken into account in granting and determining the amount of Variable Remuneration,

support and ensure the implementation of the Company's business strategy, including its sustainability (ESG) goals, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value."

Accordingly, current Section 1(2) shall be renumbered as 1(3).

− In Part 1, in Section 1(3) (previously Section 1(2)), items 12) and 13) shall be inserted, reading as follows:

"12) "Public Offering Act" shall mean the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005;

1. "Gender Balance Policy" shall mean the Grupa Azoty Group Gender Balance Policy, setting out rules to ensure gender balance on the Company's Management Board and Supervisory Board, and to support professional development of women and men. "

   − In Part 1, in Section 2(1), the last sentence, reading as follows: "A Supervisor may be remunerated based on a supervisory services contract or directly under this Remuneration Policy" shall be amended to read as follows: "A Supervisor shall be remunerated based on the corporate relationship arising from their appointment. A Supervisor shall receive remuneration during their term of office, subject to Section 2(6)."

   The current wording:

   "1. A Manager shall be remunerated based on a managerial contract concluded between the Company and the Manager for the period of their service as a Management Board member. A Supervisor may be remunerated based on a supervisory services contract or directly under this Remuneration Policy."

   
   
   

   shall be amended to read as follows:

   
   
   

   "1. A Manager shall be remunerated based on a managerial contract concluded between the Company and the Manager for the period of their service as a Management Board member. A Supervisor shall be remunerated based on the corporate relationship arising from their appointment. A Supervisor shall receive remuneration during their term of office, subject to Section 2(6)."

   − In Part 1, in Section 2(3), the following words shall be inserted after "implementation of

   the Company's business strategy"': "including its sustainability (ESG) goals".

   The current wording:

   "3. The Variable Remuneration shall be of an incentive nature, and its amount shall be defined based on the achievement of the Management Objectives, and thus it is an instrument ensuring implementation of the Company's business strategy, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value."

   shall be amended to read as follows:

   "3. The Variable Remuneration shall be of an incentive nature and its amount shall be defined based on the achievement of the Management Objectives, and thus it is an instrument ensuring implementation of the Company's business strategy, including its sustainability (ESG) goals, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value."

   − In Part 2, Section 3 shall be amended to read as follows: The current wording:

   "1. The amount (rate) of the monthly Fixed Remuneration for each Manager shall be defined as a specific amount by the Supervisory Board, with the proviso that it shall be between seven times and fifteen times the reference salary within the meaning of the Act.

   1. The amount of the monthly Fixed Remuneration of a Supervisor shall be defined as the product of the reference salary and a multiplier of 2.75 (two and seventy-five hundredths). The remuneration thus determined shall be increased by:

      1. 10% in the case of the Chair of the Supervisory Board,

      2. 9% in the case of the Deputy Chair of the Supervisory Board,

      3. 8% in the case of the Secretary of the Supervisory Board,

      4. 9% in the case of the chairs of the Supervisory Board standing committees, with the proviso that if a Supervisor is entitled to more than one increase, they shall receive the largest one (no aggregation of the increase rates).

   2. Pursuant to the Act, the amount of remuneration payable to Managers and Supervisors shall be defined taking into account the products defined in Sections 3(1) and 3(2) above, without reference to the average remuneration of the Company's employees."

      shall be amended to read as follows:

      "1. The monthly Fixed Remuneration of a Management Board Member shall fall within the

      following ranges:

      1. for the President of the Management Board - from seven to fourteen times,

      2. for Vice Presidents of the Management Board - from seven to twelve times,

         
         
         

      3. for other Members of the Management Board - from seven to ten times the reference salary, understood as the arithmetic average of the monthly average salaries in the enterprise sector excluding bonuses from profit, as announced by the

   
   
   

   President of Statistics Poland, for the 12 (twelve) quarters of the last 3 (three) full consecutive years preceding the year for which the reference salary is determined.

   1. The amount (rate) of the monthly Fixed Remuneration of a Manager shall be determined by the Supervisory Board in monetary terms, i.e. by specifying a nominal amount expressed in Polish złoty, in accordance with the provisions of Section 3(1).

   2. The monthly Fixed Remuneration of a Supervisor shall be set as the product of the reference salary referred to in Article 1(3)(11) of the Act, taking into account other legal acts that change or modify the reference salary, including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year, and a multiplier of 2.75 (two point seventy-five). The remuneration thus determined shall be increased by:

      1. 10% in the case of the Chair of the Supervisory Board,

      2. 9% in the case of the Deputy Chair of the Supervisory Board,

      3. 8% in the case of the Secretary of the Supervisory Board,

      4. 9% in the case of the chairs of the Supervisory Board standing committees, with the proviso that if a Supervisor is entitled to more than one increase, they shall receive the largest one (no aggregation of the increase rates).

   3. Pursuant to the Act, the amount of remuneration payable to the Managers and Supervisors shall be determined taking into account the products specified in Sections 3(1) and 3(3) above; this remuneration system has been developed with due regard to the economic and financial condition of the Company as well as its

      liquidity position, and taking into consideration:

      1. an analysis of the market remuneration levels at companies with a similar scale of operations or business profile (taking into account the scale of operations of the Grupa Azoty Group as a whole, including its operations in international markets);

      2. an analysis of the scope of responsibilities, the size and nature of the supervised area.

   Since the remuneration of members of the Supervisory Board and the Management Board is governed by the Act, the average remuneration of the Company's employees shall not be taken into account in determining the rules of this Policy."

   − In Part 2, in Section 4(3), the following words shall be inserted after "Fixed Remuneration": "due for the same financial year".

   The current wording:

   "3. The Variable Remuneration for a given financial year shall depend on and shall be determined pro rata to the achievement of the Management Objectives assigned to individual Managers for that year; it shall not exceed 100% (one hundred per cent) of the Fixed Remuneration (the "Maximum Remuneration").

   shall be amended to read as follows:

   "3. The Variable Remuneration for a given financial year shall depend on and shall be determined pro rata to the achievement of the Management Objectives assigned to individual Managers for that year; it shall not exceed 100% (one hundred per cent) of the Fixed Remuneration due for the same financial year (the "Maximum Remuneration")."

   − In Part 2, in Section 4(5), an editorial amendment shall be made.

   The current wording:

   
   
   

   "5. The amount of Variable Remuneration shall be defined by the Supervisory Board based on its assessment of the achievement of the Management Objectives, i.e. by reducing the

   
   
   

   Maximum Remuneration pro rata to the achievement level of each shared and individual

   objective, taking into account the weights allocated to each objective."

   shall be amended to read as follows:

   "5. "The amount of Variable Remuneration shall be defined by the Supervisory Board based on its assessment of the achievement of the Management Objectives, by reducing the Maximum Remuneration pro rata to the achievement level of each shared and individual objective, taking into account the weights allocated to each objective."

   − In Part 2, in Section 4(7), the word "monthly" shall be inserted after "due to the Manager as".

   The current wording:

   "7. Variable Remuneration shall be calculated pro rata to the time of a given Manager's serving as a Management Board member in a given financial year, which means that the Maximum Remuneration for a given financial year shall correspond to the aggregate amount due to the Manager as Fixed Remuneration for such time in that financial year."

   shall be amended to read as follows:

   "7. Variable Remuneration shall be calculated pro rata to the time of a given Manager's serving as a Management Board member in a given financial year, which means that the Maximum Remuneration for a given financial year shall correspond to the aggregate amount due to the Manager as monthly Fixed Remuneration for such time in that financial year."

   − In Part 2, Section 5(2) shall be amended as follows:

   − in item 2), the word "change" shall be replaced with the word "improvement";

   − in item 6), the word "change" shall be replaced with the word "improvement", and the following words shall be inserted after "specific": "economic and financial";

   − in item 8), the word "change" shall be replaced with the word "improvement", and

   − items 13) and 14) shall be inserted, reading as follows:

   "13) restructuring of the company or increasing its value;

2. support for the professional development of women, in accordance with the Gender

Balance Policy."

The current wording:

"2. The Management Objectives may include, without limitation:

1. growth of net profit or EBITDA, or a positive change in the growth rate of one of these values;

2. achievement of a specific level, or change of, the production or sales volumes;

3. a specific amount of income, in particular revenue, operating income, other income or finance income;

4. reduction of losses, administrative expenses or operating expenses;

5. implementation of the strategy or restructuring plan;

6. achievement or change of specific ratios or indicators, in particular profitability, financial liquidity, management efficiency or solvency ratios or indicators;

7. implementation of investment projects, taking into account in particular their scale, rate of return, innovation and timeliness of delivery;

8. a change in the Company's market position, measured as its market share or based on some other criteria or the relations with customers/suppliers regarded as key trading partners based on specific criteria;

   
   
   

9. implementation of the HR policy and increased employee engagement;

   
   
   

10. reduction of adverse environmental impacts, including emissions of harmful substances;

11. achievement of sustainability (ESG) objectives and impacts;

12. resolution of collective disputes and reduction in the number of disputes with individual employees.

shall be amended to read as follows:

"2. The Management Objectives may include, without limitation:

1. growth of net profit or EBITDA, or a positive change in the growth rate of one of these values;

2. achievement of a specific level, or improvement of, the production or sales volumes;

3. a specific amount of income, in particular revenue, operating income, other income or finance income;

4. reduction of losses, administrative expenses or operating expenses;

5. implementation of the strategy or restructuring plan;

6. achievement or improvement of specific economic and financial ratios or indicators, in particular profitability, financial liquidity, management efficiency or solvency ratios or indicators;

7. implementation of investment projects, taking into account in particular their scale, rate of return, innovation and timeliness of delivery;

8. improvement of the Company's market position, measured as its market share or based on some other criteria or the relations with customers/suppliers regarded as key trading partners based on specific criteria;

9. implementation of the HR policy and increased employee engagement;

10. reduction of adverse environmental impacts, including emissions of harmful substances;

11. achievement of sustainability (ESG) objectives and impacts;

12. resolution of collective disputes and reduction in the number of disputes with individual employees;

13. restructuring of the company or increasing its value;

14. support for the professional development of women, in accordance with the Gender

Balance Policy."

− in item 1, the words "of subsidiaries" shall be deleted, and the following words shall be inserted after "relevant rules stipulated in the Act: "taking into account other legal acts that change or modify the reference salary, including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year".

− the following words shall be inserted after item 2: "at the Company's subsidiaries within the meaning of Article 4(3) of the Competition and Consumer Protection Act of 16 February 2007".

The current wording:

"4. Where permitted by their nature, Management Objectives shall be adopted and assessed taking into account and with respect to the Grupa Azoty Group, i.e. as if the Company and the Group Companies were a single entity (one business organisation). This shall in particular apply to the key objectives, with the proviso that in each case, each of the following shall be a separate key objective whose achievement shall be a precondition for a Manager's being eligible to receive the Variable Remuneration, representing additional remuneration payable in respect of the Company's financial year:

1. the definition and application of rules for remunerating members of the management and supervisory bodies of subsidiaries, reflecting the relevant rules stipulated in the Act;

2. performance of the obligations specified in Article 17−20, Article 22 and Article 23 of the Act on State Property Management of 16 December 2016."

shall be amended to read as follows:

"4. Where permitted by their nature, Management Objectives shall be adopted and assessed taking into account and with respect to the Grupa Azoty Group, i.e. as if the Company and the Group Companies were a single entity (one business organisation). This shall in particular apply to the key objectives, with the proviso that in each case, each of the following shall be a separate key objective whose achievement shall be a precondition for a Manager's being eligible to receive the Variable Remuneration, representing additional remuneration payable in respect of the Company's financial year:

1. the establishment and application of remuneration rules for members of the management and supervisory bodies that are consistent with the provisions of the Act, taking into account other legal acts that change or modify the reference salary, including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year;

2. performance of the obligations specified in Article 17−20, Article 22 and Article 23 of

the Act on State Property Management of 16 December 2016

at the Company's subsidiaries within the meaning of Article 4(3) of the Competition and Consumer Protection Act of 16 February 2007."

− In Part 3, Section 6(2) shall be amended as follows:

− in item 1), a new item 2) shall be inserted, reading as follows: "if the Manager's contract has been terminated by mutual consent of the Parties";

− items 2) and 3) shall be renumbered as 3) and 4), respectively;

The current wording:

"2. The Manager shall not be entitled to receive the severance benefit referred to in

Section 6(1):

1. if the Manager has resigned as a member of the Company's Management Board;

2. when, despite the termination of the contract, the Manager continues to serve as member of the Company's Management Board under a different contract, or continues or begins to serve as a member of the management board of a Group Company;

3. in other circumstances, as indicated in the contract."

shall be amended to read as follows:

"2. The Manager shall not be entitled to receive the severance benefit referred to in

Section 6(1):

1. if the Manager has resigned as a member of the Company's Management Board;

2. if the Manager's contract has been terminated by mutual consent of the Parties;

3. when, despite the termination of the contract, the Manager continues to serve as member of the Company's Management Board under a different contract, or continues or begins to serve as a member of the management board of a Group Company;

4. in other circumstances, as indicated in the contract."

− In Part 2, in Section 7(3), an editorial amendment shall be made in connection with the introduction of the definition of the Act on Rules of Remunerating Persons Managing Certain Companies.

− In the Polish version of the document, in Part 2, in Section 9(1), an editorial amendment shall be made by substituting "obowiązkiem" with "obowiązek" (this change does not affect the English translation).

− In Part 4, in Section 10(1), the second and third sentence shall be deleted.

The current wording:

"1. The Supervisors shall be appointed for a joint three-year term of office in accordance with the rules laid down in the Company's Articles of Association. The Company may enter into a supervisory services contract with a Supervisor for the duration of their term of office (mandate) as member of the Company's Supervisory Board. If this is the case, the provisions of Sections 9(2) and 9(3) shall apply accordingly."

shall be amended to read as follows:

"10. The Supervisors shall be appointed for a joint three-year term of office in accordance

with the rules laid down in the Company's Articles of Association."

− In Part 4, in Section 10(2), the following words shall be deleted in the first sentence: "if a contact referred to in Section 10(1) is not concluded".

The current wording:

"2. If a contact referred to in Section 10(1) is not concluded, the substance of the legal relationship between the Company and a Supervisor shall be governed by the relevant provisions of the Commercial Companies Code, the Company's Articles of Association and resolutions of the Company's General Meeting. The corporate relationship shall continue until the end of the term of office (mandate) of a member of the Company's Supervisory Board."

shall be amended to read as follows:

"The substance of the legal relationship between the Company and a Supervisor shall be governed by the relevant provisions of the Commercial Companies Code, the Company's Articles of Association and resolutions of the Company's General Meeting. The corporate relationship shall continue until the end of the term of office (mandate) of a member of the Company's Supervisory Board."

− In Part 5, Section 11(1) shall be amended to read as follows: The current wording:

"1. Prevention of conflicts of interest with respect to remuneration of the Company's Managers and Supervisors shall be ensured by the division of powers and responsibilities as regards definition of the remuneration amounts and by the requirement to determine the remuneration in strict compliance with the provisions of this Remuneration Policy and the Variable Remuneration Rules.

shall be amended to read as follows:

"1. Prevention of conflicts of interest with respect to remuneration of the Company's Managers and Supervisors shall be ensured by applying the division of powers and responsibilities provided for in Article 378 and Article 392 of the Commercial Companies Code, and in Article 90d of the Public Offering Act, in so far as it concerns defining remuneration rules. The same objective shall also be served by the requirement that remuneration be determined in accordance with the provisions of this Remuneration Policy."

In Part 5, in Section 11(3), the word "update" shall be replaced with the word "amend", and the words "or prevent" shall be deleted.

The current wording:

"3. If a report referred to in the preceding paragraph is received, the Company's Supervisory Board or the Management Board, as the case may be, shall initiate a procedure to update this Remuneration Policy in order to eliminate or prevent the identified conflict of interest.

shall be amended to read as follows:

"3. If a report referred to in the preceding paragraph is received, the Company's Supervisory Board or the Management Board, as the case may be, shall initiate a procedure to amend this Remuneration Policy in order to eliminate the identified conflict of interest."

In Part 5, in Section 13(1), a fourth indent shall be inserted, reading as follows: " a difficult or deteriorating economic and financial condition or liquidity position of the Company".

The current wording:

"1. Where necessary for furthering the Company's long-term interests and ensuring its financial stability or viability, the Supervisory Board may decide to temporarily disapply this Remuneration Policy. Such a decision may be made in the event of:

• a change in the legal framework governing remuneration of members of the management board and members of the supervisory board of state-owned companies,

• permanent discontinuation or material limitation of the Company's operations caused

  by circumstances that cannot be prevented,

• opening of restructuring, liquidation or similar proceedings of a restructuring nature."

  shall be amended to read as follows:

  "1. Where necessary for furthering the Company's long-term interests and ensuring its financial stability or viability, the Supervisory Board may decide to temporarily disapply this Remuneration Policy. Such a decision may be made in the event of:

• a change in the legal framework governing remuneration of members of the management board and members of the supervisory board of state-owned companies,

• permanent discontinuation or material limitation of the Company's operations caused

  by circumstances that cannot be prevented,

• opening of restructuring, liquidation or similar proceedings of a restructuring nature,

• a difficult or deteriorating economic and financial condition or liquidity position of

the Company."

− In Part 5, Section 14 shall be amended to read as follows: The current wording:

"1. This Remuneration Policy takes into account the Company's existing rules of remunerating members of the Management Board and Supervisory Board and complements the regulations on the remuneration of Managers and Supervisors with respect to:

1. extending the criteria for granting and determining the amount of variable remuneration components to include criteria related to social interests, the company's contribution to environmental protection, and taking measures to prevent and eliminate adverse social impacts of the company's operations;

   
   
   

2. indicating how this Remuneration Policy, and in particular the criteria (management objectives) for granting and determining the amount of Variable Remuneration, should

   
   
   

   contribute to ensuring implementation of the Company's business strategy, long-term interests, stability, development and value growth;

3. ensuring that the method of calculating the achievement of the criteria (management objectives) for granting and determining the amount of variable remuneration components is regulated by a resolution of the General Meeting;

4. expressly empowering the Supervisory Board to adopt the Variable Remuneration Rules;

5. indicating:

   1. how the terms of service and remuneration of Company employees other than members of the Management Board and Supervisory Board are taken into account in determining the remuneration of the Managers,

   2. the decision-making process for establishing, implementing and reviewing this Remuneration Policy,

   3. measures to ensure that conflicts of interest relating to this Remuneration Policy are avoided or managed,

   4. the Company's right to discontinue granting or paying and to demand return of

      Variable Remuneration;

   5. benefits for the Supervisors other than Remuneration, such as reimbursement of travel expenses;

   6. the nature and stability of the legal relationship between the Company and

members of its governing bodies."

shall be amended to read as follows:

− "This version of the Remuneration Policy includes the following material changes relative to the previous version (the Remuneration Policy adopted by Resolution No. 4 of the Company's Extraordinary General Meeting to adopt the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 20 August 2020, as amended by Resolution No. 34 of the Company's Annual General Meeting to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 30 June 2021, and by Resolution No. 6 of the Company's Extraordinary General Meeting to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 26 September 2024):

1. it has been specified how the Remuneration Policy contributes to achieving the objectives set out in Article 90d(2) of the Public Offering Act;

2. the provisions on the possibility of entering into a supervision services contract with a Supervisor have been deleted;

3. the following amendments have been made to align the Policy with the rules of remunerating members of the Management Board and Supervisory Board as amended under resolutions of the Company's General Meeting: introduction of remuneration ranges depending on the function performed within the Management Board; change of the definition of the reference salary for the Fixed Remuneration of the Managers; with respect to the Fixed Remuneration of the Supervisors - inclusion of a new requirement to take into account other legal acts that change or modify the reference salary (including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year); expansion of the illustrative catalogue of Management Objectives; and incorporation of a provision that the Managers are not entitled to severance benefits if their contract is terminated by mutual consent of the parties;

   
   
   

4. a provision has been added to stipulate that the remuneration system for the Managers and Supervisors has been developed with due regard to the economic and

   
   
   

   financial condition of the Company and its liquidity position, and taking into account an analysis of the market remuneration levels at companies with a similar scale of operations or business profile, and an analysis of the scope of responsibilities, the size and nature of the supervised area;

5. the provisions on preventing conflicts of interest related to the remuneration of the Managers and Supervisors have been refined;

6. the list of cases in which the Supervisory Board may decide to temporarily disapply the Remuneration Policy has been expanded to include a difficult or deteriorating economic and financial condition or liquidity position of the Company;

7. the previous wording of Section 14 has been deleted and replaced it with this wording

describing the amendments made to the Remuneration Policy."

The draft Remuneration Policy incorporating the amendments specified above in track-changes mode is attached as Appendix 1 hereto, and the restated Remuneration Policy including those amendments is attached as Appendix 2 hereto. The Management Board also attaches the Supervisory Board's opinion on the proposal.

Considering the above to be necessary, expedient and justified, the Management Board requests the General Meeting to amend the Remuneration Policy and adopt the restated document as proposed herein.

For the Management Board

(signatures of authorised persons in accordance with the rules of representation)

Appendices:

1. Draft restated Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A.

2. Draft restated Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. - in track-changes mode

3. Resolution of the Supervisory Board providing an opinion on the proposal regarding adoption of amended Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A.

Checked for compliance with formal and legal requirements

Grzegorz.Broniec

Signed with an electronic signature by Grzegorz.Broniec

Date: 2026.01.20 09:07:07 +01'00'

Rozdział I 3

Postanowienia ogólne 3

Rozdział II 5

Wynagrodzenie i Cele Zarządcze 5

Rozdział III 7

Świadczenia i uprawnienia dodatkowe 7

Rozdział IV 8

Stosunek prawny łączący Spółkę i członków jej organów 8

Rozdział V 9

Postanowienia końcowe 9

Section 1.

1. The remuneration policy stipulated in this document (the "Remuneration Policy") defines the rules and terms of remuneration for members of the Management Board and Supervisory Board of Grupa Azoty S.A. within the meaning of the Act on Rules of Remunerating Persons Managing Certain Companies of 9 June 2016, as well as the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005.

2. The framework for remunerating the Managers as adopted in this Policy, including in particular:

   1. definition of the criteria for granting and determining the amount of variable remuneration components so as to include criteria related to the consideration of social interests, the Company's contribution to environmental protection, and measures taken to prevent and eliminate adverse social impacts of the Company's operations;

   2. explanation of how the criteria (management objectives) are taken into account in granting and determining the amount of Variable Remuneration,

3. For the purposes of this Remuneration Policy:

   1. Company − shall mean Grupa Azoty S.A. of Tarnów;
   2. Grupa Azoty Group − shall mean a group of companies within the meaning of

      Article 4(1)4 of the Competition and Consumer Protection Act of 16 February 2007, consisting of the Company and its subsidiaries;

   3. Group Companies − shall mean Grupa Azoty Group companies;
   4. Manager(s) − shall mean a member(s) of the Company's Management

      Board;

   5. Supervisor(s) − shall mean a member(s) of the Company's Supervisory

      Board;

   6. Remuneration − shall mean cash benefits to which a Manager or Supervisor is

      entitled for serving on the Company's governing bodies;

   7. Fixed Remuneration − shall mean the fixed component of the Remuneration,

      determined at a flat monthly rate;

   8. Variable Remuneration − shall mean an additional component of the Remuneration,

      the grant and amount of which shall be determined based on certain conditions defined in accordance with this Remuneration Policy;

   9. Management Objectives − shall mean the objectives and tasks assigned to each

      Manager for a given financial year;

   10. Act − shall mean the Act on Rules of Remunerating Persons Managing Certain Companies of 9 June 2016.
   11. ESG − shall mean sustainability aspects: E - environmental, S -

       social, G - governance.

   12. Public Offering Act − shall mean the Act on Public Offering, Conditions Governing

       the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005;

   13. Gender Balance Policy − shall mean the Grupa Azoty Group Gender Balance Policy,

setting out rules to ensure gender balance on the Company's Management Board and Supervisory Board, and to support professional development of women and men.

Section 2.

1. A Manager shall be remunerated based on a managerial contract concluded between the Company and the Manager for the period of their service as a Management Board member. A Supervisor shall be remunerated based on the corporate relationship arising from their appointment. A Supervisor shall receive remuneration during their term of office, subject to Section 2(6).

2. The total Remuneration of a Manager shall consist of a fixed component (Fixed Remuneration), representing a monthly base pay, and a variable component (Variable Remuneration), representing additional remuneration payable for the Company's financial year.

3. The Variable Remuneration shall be of an incentive nature and its amount shall be defined based on the achievement of the Management Objectives, and thus it is an instrument ensuring implementation of the Company's business strategy, including its sustainability (ESG) goals, pursuit of the Company's long-term interests, stability and growth of the Company and increase in its value.

4. The remuneration of a Manager specified in the contract referred to in Section 2(1) shall also comprise remuneration for serving as a member of the management or supervisory board of a Group subsidiary. Therefore, a Manager shall not be remunerated separately by the Group's subsidiaries in which the Manager serves at the same time as a management or supervisory board member.

5. A Supervisor's Remuneration shall comprise solely the Fixed Remuneration defined as a fixed

   monthly amount.

6. A Supervisor delegated by the Supervisory Board to temporarily perform the duties of a Management Board member shall be entitled to monthly remuneration in an amount specified in the Supervisory Board's resolution, which shall not be higher than the amount most recently set for the Manager whose duties the Supervisor is delegated to perform. It shall not be necessary to execute a managerial contract with a Supervisor delegated to temporarily perform the duties of a Management Board member.

7. Neither Managers nor Supervisors shall receive remuneration in the form of financial instruments. Nor shall they be covered by any supplementary pension schemes or early retirement schemes, subject to mandatory provisions of law.

Section 3.

1. The monthly Fixed Remuneration of a Management Board Member shall fall within the following ranges:

   1. for the President of the Management Board - from seven to fourteen times,

   2. for Vice Presidents of the Management Board - from seven to twelve times,

   3. for other Members of the Management Board - from seven to ten times

      the reference salary, understood as the arithmetic average of the monthly average salaries in the enterprise sector, excluding bonuses from profit, as announced by the President of Statistics Poland, for the 12 (twelve) quarters of the last 3 (three) full consecutive years preceding the year for which the reference salary is determined.

2. The amount (rate) of the monthly Fixed Remuneration of a Manager shall be determined by the Supervisory Board in monetary terms, i.e. by specifying a nominal amount expressed in Polish złoty, in accordance with the provisions of Section 3(1).

3. The monthly Fixed Remuneration of a Supervisor shall be set as the product of the reference salary referred to in Article 1(3)(11) of the Act, taking into account other legal acts that change or modify the reference salary, including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year, and a multiplier of 2.75 (two point seventy-five). The remuneration thus determined shall be increased by:

   1. 10% in the case of the Chair of the Supervisory Board,

   2. 9% in the case of the Deputy Chair of the Supervisory Board,

   3. 8% in the case of the Secretary of the Supervisory Board,

   4. 9% in the case of the chairs of the Supervisory Board standing committees,

      with the proviso that if a Supervisor is entitled to more than one increase, they shall receive the largest one (no aggregation of the increase rates).

4. Pursuant to the Act, the amount of remuneration payable to the Managers and Supervisors shall be determined taking into account the products specified in Sections 3(1) and 3(3) above; this remuneration system has been developed with due regard to the economic and financial condition of the Company as well as its liquidity position, and taking into consideration:

   1. an analysis of the market remuneration levels at companies with a similar scale of operations or business profile (taking into account the scale of operations of the Grupa Azoty Group as a whole, including its operations in international markets);

   2. an analysis of the scope of responsibilities, the size and nature of the supervised area. Since the remuneration of members of the Supervisory Board and the Management Board is governed by the Act, the average remuneration of the Company's employees shall not be taken into account in determining the rules of this Policy. Section 4

1. The Variable Remuneration for a given financial year of serving as a member of the Company's Management Board shall be payable subject to and after approval of the Directors' Report on the Company's operations and the financial statements for that financial year, and grant of discharge from liability to a given Manager in respect of their duties in that financial year.

2. An entitlement to Variable Remuneration for a given financial year shall be subject to prior assignment of the Management Objectives by the Supervisory Board for that financial year and a given Manager's undertaking to perform the assigned objectives in a given financial year.

3. The Variable Remuneration for a given financial year shall depend on and shall be determined pro rata to the achievement of the Management Objectives assigned to individual Managers for that year; it shall not exceed 100% (one hundred per cent) of the Fixed Remuneration due for the same financial year (the "Maximum Remuneration").

4. The specific Management Objectives for individual Managers for a given financial year, the method of assessing the level of their achievement, including in particular the definition of ratios or indicators reflecting their achievement, method of measuring individual values, weights allocated to each objective and (optionally) a list of documents necessary to prove the achievement of Management Objectives in the financial year and to calculate the amount of Variable Remuneration shall be determined annually by a resolution of the Supervisory Board,

   in accordance with the rules stipulated in Section 5 of this Remuneration Policy. The Supervisory Board may also adopt rules specifying a detailed procedure and timetable for defining and adopting Management Objectives, as well as for submitting information on their achievement, assessing the achievement level, and determining the amount of Variable Remuneration for a given financial year on this basis (the "Variable Remuneration Rules").

5. The amount of Variable Remuneration shall be defined by the Supervisory Board based on its assessment of the achievement of the Management Objectives, by reducing the Maximum Remuneration pro rata to the achievement level of each shared and individual objective, taking into account the weights allocated to each objective.

6. If a Manager's mandate expires after the end of a financial year, the Manager shall retain the

   right to Variable Remuneration for that year.

7. Variable Remuneration shall be calculated pro rata to the time of a given Manager's serving as a Management Board member in a given financial year, which means that the Maximum Remuneration for a given financial year shall correspond to the aggregate amount due to the Manager as monthly Fixed Remuneration for such time in that financial year.

Section 5.

1. The Management Objectives shall be defined in such a way as to enable assessment of their achievement based on measurable data or economic indicators, taking into account and based on the Grupa Azoty Group's business strategy, the Company's and the Grupa Azoty Group's budgets and long-term plans, ensuring stability of the Company's financial position, social interests, environmental protection, as well as preventing and eliminating adverse social impacts.

2. The Management Objectives may include, without limitation:

   1. growth of net profit or EBITDA, or a positive change in the growth rate of one of these values;

   2. achievement of a specific level, or improvement of, the production or sales volumes;

   3. a specific amount of income, in particular revenue, operating income, other income or finance income;

   4. reduction of losses, administrative expenses or operating expenses;

   5. implementation of the strategy or restructuring plan;

   6. achievement or improvement of specific economic and financial ratios or indicators, in particular profitability, financial liquidity, management efficiency or solvency ratios or indicators;

   7. implementation of investment projects, taking into account in particular their scale, rate of return, innovation and timeliness of delivery;

   8. improvement of the Company's market position, measured as its market share or based on some other criteria or the relations with customers/suppliers regarded as key trading partners based on specific criteria;

   9. implementation of the HR policy and increased employee engagement;

   10. reduction of adverse environmental impacts, including emissions of harmful substances;

   11. achievement of sustainability (ESG) objectives and impacts;

   12. resolution of collective disputes and reduction in the number of disputes with individual employees;

   13. restructuring of the company or increasing its value;

   14. support for the professional development of women, in accordance with the Gender Balance Policy.

3. The Supervisory Board shall define the following types of Management Objectives:

   1. key objectives - their achievement shall be a precondition for accruing and demanding payment of the Variable Remuneration;
   2. shared objectives - assigned to all Managers and defined, as a rule, by reference to economic and financial ratios and parameters;
   3. individual objectives - defined individually for each Manager, taking into consideration their powers and responsibilities in the business area assigned to the Manager in line with the internal division of powers and responsibilities among the Management Board members.

4. Where permitted by their nature, Management Objectives shall be adopted and assessed taking into account and with respect to the Grupa Azoty Group, i.e. as if the Company and the Group Companies were a single entity (one business organisation). This shall in particular apply to the key objectives, with the proviso that in each case, each of the following shall be a separate key objective whose achievement shall be a precondition for a Manager's being eligible to receive the Variable Remuneration, representing additional remuneration payable in respect of the Company's financial year:

   1. the establishment and application of remuneration rules for members of the management and supervisory bodies that are consistent with the provisions of the Act, taking into account other legal acts that change or modify the reference salary, including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year;

   2. performance of the obligations specified in Article 17−20, Article 221 and Article 23 of the

      Act on State Property Management of 16 December 2016

      at the Company's subsidiaries within the meaning of Article 4(3) of the Competition and

      Consumer Protection Act of 16 February 2007.

5. In the Variable Remuneration Rules, the Supervisory Board may reserve the right to suspend evaluation of a Manager's achievement of their Management Objectives and determination of the amount of Variable Remuneration, as well as to defer its payment for reasons related to the Company's particularly material interests, and in particular if, after granting discharge from liability for the financial year for which the Variable Remuneration is to be determined/paid, any material circumstances become known indicating that the Manager has not performed their function (duties) properly, to the detriment of the Company's material interests. The period of such suspension may not exceed 36 months from the date of the General Meeting approving the financial statements for the year for which the Variable Remuneration is to be paid.

6. In the Variable Remuneration Rules, the Supervisory Board may also specify cases (circumstances) in which, for reasons related to the Company's material interests and a Manager's acts or omissions detrimental to such interests, the right to demand Variable Remuneration may be lost or, as the case may be, the obligation may arise to return Variable Remuneration paid to the Manager prior to disclosure of such circumstances. An entitlement to the Variable Remuneration shall not be lost as a result of circumstances which had been made public and been known before the General Meeting passed a resolution to grant discharge from liability for the financial year to which those circumstances relate.

Section 6.

1. If the Company's contract with a Manager is terminated for any reason other than a breach by the Manager of their principal obligations under that contract, the Manager shall be entitled to severance payment equal to 3 (three) times the monthly Fixed Remuneration, provided that the Manager held the position of a member of the Company's Management Board for at least 12 (twelve) months prior to the termination.

2. The Manager shall not be entitled to receive the severance benefit referred to in Section 6(1):

   1. if the Manager has resigned as a member of the Company's Management Board;

   2. if the Manager's contract has been terminated by mutual consent of the Parties;

   3. when, despite the termination of the contract, the Manager continues to serve as member of the Company's Management Board under a different contract, or continues or begins to serve as a member of the management board of a Group Company;

   4. in other circumstances, as indicated in the contract.

Section 7.

1. A Manager may also be entitled to compensation for refraining from engaging in competing activities if a relevant non-competition agreement has been concluded between the Company

   and the Manager upon the Manager's ceasing to hold the office. A non-competition agreement may not be concluded after termination of the managerial contract.

2. The entitlement referred to in Section 7(1) shall in each case be subject to the requirement that the Manager has served as member of the Management Board for at least 3 (three) months.

3. The non-competition period shall not be longer than 6 (six) months as of the Management Board member's ceasing to hold the office. The non-competition agreement shall lose its force before the expiry of that period if the Manager becomes a member of a governing body of another company within the meaning of Article 1(3)(7) of the Act.

4. The amount of compensation payable to the Manager for each month of the non-compete obligation shall not be higher than 100% of the monthly Fixed Remuneration received for the last full month before the Management Board member's ceasing to hold the office.

5. The non-competition agreement referred to in Section 7(1) should stipulate the Company's right to demand that the Manager pay the Company a contractual penalty equal to or higher than the compensation due for the entire non-competition period if the Manager fails to perform or properly perform the agreement.

Section 8.

1. The Company may provide the Manager with equipment and technical devices, being the Company's property, necessary to perform the duties of a Management Board member, including:

   1. a business car of a standard suitable for a Management Board member,

   2. a mobile telephone,

   3. a portable computer with accessories,

   4. accommodation at the locations where the managerial are performed.

2. The Company may enter into insurance agreements covering damage or losses suffered by it as

   a result a Manager's or Supervisor's failure to properly perform their duties.

3. The Company's Supervisory Board may define detailed rules, including limits or a method for defining limits of costs incurred by the Company in connection with the activities referred to in Sections 8(1) and 8(2).

4. The Supervisory Board may also define rules for a Manager's use of Company assets for private

   purposes against consideration.

5. The Managers and Supervisors shall be entitled to reimbursement of reasonable expenses they may incur to protect or promote the Company's interests, to the extent this relates directly to their position on the Management or Supervisory Board, in accordance with the general rules applicable at the Company. This shall primarily apply to the reimbursement of cost of business travel, including to/from the place(s) where meetings are held or other management or supervisory activities are performed.

Section 9.

1. The Company shall enter into a managerial contract with a Manager for the duration of the Manager's term of office (mandate) as member of the Company's Management Board; the contract shall stipulate that the management services shall be performed by the Manager personally, irrespective of whether they are performed as part of the Manager's business activities.

2. The wording of the contract shall be determined by the Supervisory Board, taking into account the provisions of the Act, the Company's Articles of Association and the provisions of this Remuneration Policy.

3. The contract referred to in Section 9(1) shall provide for its early termination, with effect from the end of a calendar month and subject to the following notice periods:

   1. one month - if the Manager has held the position for less than 12 months,

   2. two months - if the Manager has held the position for 12 months or more, but not more than 24 months,

   3. three months - if the Manager has held the position for more than 24 months.

4. The contract referred to in Section 9(1) shall also provide for the Company's right to terminate it early with immediate effect in the event of the Manager's material breach of its provisions.

5. The contract shall oblige the Manager to notify the Company of the Manager's intention to hold a position on a governing body of another commercial company or acquisition of shares or other interest in such company. The contract may also prohibit the Manager from holding positions on governing bodies of any other commercial company and may impose other restrictions on the Manager's activity outside the Company.

6. The Supervisory Board shall be authorised to define the prohibitions and restrictions referred to above, obligations to report on compliance with such prohibitions and restrictions, and sanctions for failure to duly comply therewith.

Section 10.

1. The Supervisors shall be appointed for a joint three-year term of office in accordance with the

   rules laid down in the Company's Articles of Association.

2. The substance of the legal relationship between the Company and a Supervisor shall be governed by the relevant provisions of the Commercial Companies Code, the Company's Articles of Association and resolutions of the Company's General Meeting. The corporate relationship shall continue until the end of the term of office (mandate) of a member of the Company's Supervisory Board.

3. As regards procedural matters, including compliance with OHS regulations, fire safety, personal data protection, business secret protection. etc., a Supervisor shall comply with internal regulations applicable at the Company and issued by the Company's Management Board.

Section 11.

1. Prevention of conflicts of interest with respect to remuneration of the Company's Managers and Supervisors shall be ensured by applying the division of powers and responsibilities provided for in Article 378 and Article 392 of the Commercial Companies Code, and in Article 90d of the Public Offering Act, in so far as it concerns defining remuneration rules. The same objective shall also be served by the requirement that remuneration be determined in accordance with the provisions of this Remuneration Policy.

2. If a possible conflict of interest in any area governed by this Remuneration Policy is identified, the fact shall be promptly reported by each Manager to the Chair of the Company's Supervisory Board and by each Supervisor to the President of the Company's Management Board.

3. If a report referred to in the preceding paragraph is received, the Company's Supervisory Board or the Management Board, as the case may be, shall initiate a procedure to amend this Remuneration Policy in order to eliminate the identified conflict of interest.

Section 12.

1. Definition of this Remuneration Policy and any amendments hereto shall be initiated by the Company's Management Board or Supervisory Board, supported by the Company's relevant functions, including with respect to legal assistance. This shall be without prejudice to the

   General Meeting's powers to adopt or amend this Remuneration Policy, also without prior

   initiative of the Supervisory Board or Management Board.

2. This Remuneration Policy should be updated at least every four years. Any material amendment to this Remuneration Policy shall be adopted by the General Meeting by way of resolution.

3. The Supervisory Board shall monitor whether this Remuneration Policy needs to be updated, and if any need for amendments is identified it shall adopt a relevant proposal and submit it so that the amendment can be adopted by resolution of the Company's General Meeting.

4. The Supervisory Board shall draw up an annual remuneration report providing a comprehensive overview of the remuneration, including all benefits, in whatever form, received or due to individual Managers and Supervisors in the previous financial year in accordance with this Remuneration Policy.

Section 13.

1. Where necessary for furthering the Company's long-term interests and ensuring its financial stability or viability, the Supervisory Board may decide to temporarily disapply this Remuneration Policy. Such a decision may be made in the event of:

   • a change in the legal framework governing remuneration of members of the management board and members of the supervisory board of state-owned companies,

   • permanent discontinuation or material limitation of the Company's operations caused by

     circumstances that cannot be prevented,

   • opening of restructuring, liquidation or similar proceedings of a restructuring nature,

   • a difficult or deteriorating economic and financial condition or liquidity position of the Company.

2. Disapplication of this Remuneration Policy shall be effected by resolution of the Supervisory Board, which must define the scope and timeframe of such disapplication.

3. Disapplication of all or any of the provisions of this Remuneration Policy may not result in noncompliance with the Act or any other mandatory laws.

Section 14.

This version of the Remuneration Policy includes the following material changes relative to the previous version (the Remuneration Policy adopted by Resolution No. 4 of the Company's Extraordinary General Meeting to adopt the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 20 August 2020, as amended by Resolution No. 34 of the Company's Annual General Meeting to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 30 June 2021, and by Resolution No. 6 of the Company's Extraordinary General Meeting to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A. dated 26 September 2024):

1. it has been specified how the Remuneration Policy contributes to achieving the objectives set out in Article 90d(2) of the Public Offering Act;

2. the provisions on the possibility of entering into a supervision services contract with a Supervisor have been deleted;

3. the following amendments have been made to align the Policy with the rules of remunerating members of the Management Board and Supervisory Board as amended under resolutions of the Company's General Meeting: introduction of remuneration ranges depending on the function performed within the Management Board; change of the definition of the reference salary for the Fixed Remuneration of the Managers; with respect to the Fixed Remuneration of the Supervisors - inclusion of a new requirement to take into account other legal acts that change or modify the reference salary (including the provisions of laws on specific solutions supporting the implementation of the budget act for the given year); expansion of the illustrative catalogue of Management Objectives; and incorporation of a provision that the Managers are not entitled to severance benefits if their contract is terminated by mutual consent of the parties;