Draft resolution submitted by shareholder - Ministry of State Assets

Minister

of State Assets

Wojciech Balczun DN II.II.5011.28.2025

IK: 1185277

Warsaw, 11 March 2026

Grupa Azoty S.A.

Acting on behalf of the State Treasury in its capacity as a shareholder in Grupa Azoty S.A. (the "Company") and as such represented by the Minister of State Assets, being the entity authorised to exercise rights attached to shares held by the State Treasury pursuant to Article 7(2)(1) of the Act on State Property Management of 16 December 2016 (Dz.U. of 2024, item 125, as amended), Article 401(4) of the Commercial Companies Code of 15 September 2000 (Dz.U. of 2024, items 18 and 96), and Art. 44(8) of the Company's Articles of Association, and further to the Company's Current Report No. 15/2026 of 10 March 2026, I hereby submit a draft resolution:

• to increase the Company's share capital through the issue of new Series E ordinary bearer shares with the pre-emptive rights of existing shareholders disapplied in full, to apply for the admission and introduction of the Series E shares to trading on the regulated market operated by the Warsaw Stock Exchange, and to amend the Company's Articles of Association,

which regards: item 7 of the agenda of the Extraordinary General Meeting of Grupa Azoty S.A. originally convened for 11:00 am on 13 February 2026 at the Company's registered office in Tarnów and adjourned until 13 March 2026.

The draft resolution is attached as an appendix hereto.

Respectfully,

Minister

document signed with electronic signature 1185277.4620439.3665928

as aforementioned

Re item 7 of the agenda

Acting pursuant to Articles 430 and 431 in conjunction with Articles 310, 432, 447(1) and Article 433(2) in conjunction with Article 447(2) of the Commercial Companies Code of 15 September 2000 ("Commercial Companies Code"), Article 5 of the Act of 29 July 2005 on Trading in Financial Instruments (the "Act on Trading in Financial Instruments"), as well as Article 10(1) and Articles 50(15) and 50(23) of the Articles of Association of Grupa Azoty

S.A. (the "Company"), the Extraordinary General Meeting of the Company (the "General Meeting") hereby resolves as follows:

1. The share capital of the Company shall hereby be increased by no less than PLN 5 (five złoty) and by no more than PLN 168,632,325 (one hundred and sixty-eight million, six hundred and thirty-two thousand, three hundred and twenty-five złoty), i.e., to no less than PLN 495,977,425 (four hundred and ninety-five million, nine hundred and seventy-seven thousand, four hundred and twenty-five złoty) and no more than PLN 664,609,745 (six hundred and sixty-four million, six hundred and nine thousand, seven hundred and forty-five złoty), through an issue of no fewer than 1 (one) and no more than 33,726,465 (thirty-three million, seven hundred and twenty-six thousand, four hundred and sixty-five) Series E ordinary bearer shares with a par value of PLN 5 (five złoty) per share (the "New Shares").

2. New Shares shall be issued in a private placement within the meaning of Article 431(2)(1) of the Commercial Companies Code and shall be offered exclusively to the State Treasury.

3. New Shares shall be eligible for dividend payments on the following terms:

   1. New Shares which are credited to the securities accounts of the eligible persons no later than on the dividend record date determined by the General Meeting in its resolution on the appropriation of net profit shall be eligible for dividend payments from the Company starting from the earnings for the financial year preceding the financial year in which the New Shares are credited to the relevant securities accounts, that is from 1 January of the financial year immediately preceding the year in which the said crediting takes place;

   2. New Shares which are credited to the securities accounts of the eligible persons after the dividend record date determined by the General Meeting in its resolution on the appropriation of net profit shall be eligible for dividend payments from the Company starting from the earnings for the financial year in which the New Shares are credited

      to the relevant securities accounts, that is from 1 January of the financial year in which the said crediting takes place.

4. New Shares may be paid for exclusively in cash prior to the registration of the share capital increase.

5. All New Shares shall be ordinary bearer shares and shall not confer any special rights on their holders. New Shares shall be in book-entry form within the meaning of the Act on Trading in Financial Instruments of 29 July 2005 (Dz.U. of 2021, item 328, as amended).

Acting pursuant to Article 433(2) of the Commercial Companies Code and in the best interests of the Company, and having reviewed the Management Board's advisory opinion on this matter, the Extraordinary General Meeting hereby fully disapplies the pre-emptive rights of the Company shareholders in respect of New Shares. The Management Board's written advisory opinion providing reasons for the disapplication of Shareholders' pre-emptive rights to New Shares and specifying the method for determining the issue price thereof is attached as an appendix hereto.

1. The General Meeting hereby authorises the Management Board to take all such measures as may be necessary to effect the increase in the Company's share capital pursuant to this Resolution, including conducting all legal transactions and undertaking other actions required to offer New Shares and define the detailed terms and conditions of their subscription, such as:

   1. making an offering of New Shares in compliance with the provisions hereof;

   2. determining the terms and conditions of the New Shares subscription agreement and executing the same;

   3. determining a timeline for making an offering of New Shares and executing the New Shares subscription agreement by the Company, subject to the condition that the agreement must be executed within 6 (six) months from the date hereof;

   4. determining the issue price of New Shares, subject to the prior approval of the Supervisory Board and with a view to maximising the proceeds from their issue;

   5. defining the terms and conditions of the New Shares subscription agreement, subject to the prior approval of the Supervisory Board and with a view to maximising the proceeds from the issue of New Shares; and

   6. executing, pursuant to Article 310(2) of the Commercial Companies Code, a notarial deed to confirm the amount of the newly issued share capital subscribed for prior to applying for the registration of the share capital increase.

1. An application shall be made for New Shares to be admitted and introduced to trading on

   the regulated market operated by Giełda Papierów Wartościowych w Warszawie S.A. (the

   Warsaw Stock Exchange, "WSE"), upon fulfilment of the relevant criteria and conditions arising from applicable laws and WSE regulations for their admission to trading on that market.

2. The General Meeting hereby authorises the Management Board to execute with Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland, "CSDP") an agreement for the registration of New Shares as referred to in Section 4(1) above in the securities depository maintained by the CSDP and to take any other measures related to their dematerialisation.

3. The General Meeting hereby authorises the Management Board to take all such measures as may be necessary to effect the admission and introduction of New Shares to trading on the regulated market operated by the WSE, in accordance with the provisions hereof.

4. The General Meeting hereby authorises the Management Board to resolve to:

   1. abandon or suspend the implementation of this Resolution;

   2. abandon the offering of New Shares;

   3. suspend the offering of New Shares without the requirement to set a new date for the offering upon suspension, which may be set and announced at a later date.

1. The General Meeting hereby resolves that Article 7(1) of the Company's Articles of

   Association, now reading:

   "The share capital of the Company shall amount to PLN 495,977,420.00 (four hundred and ninety-five million, nine hundred and seventy-seven thousand, four hundred and twenty złoty) and shall be divided into 99,195,484 (ninety-nine million, one hundred and ninety-five thousand, four hundred and eighty-four) shares with a par value of PLN

   5.00 (five złoty) per share, including:

   1. 24,000,000 (twenty-four million) Series AA bearer shares numbered from AA 000000001 to AA 024000000;

   2. 15,116,421 (fifteen million, one hundred and sixteen thousand, four hundred and twenty-one) Series B bearer shares;

   3. 24,999,023 (twenty-four million, nine hundred and ninety-nine thousand and twenty-three) Series C ordinary bearer shares;

   4. 35,080,040 (thirty-five million, eighty thousand and forty) Series D ordinary bearer

   shares."

   shall be amended to read as follows:

   "The share capital of the Company shall amount to no less than PLN 495,977,425 (four hundred and ninety-five million, nine hundred and seventy-seven thousand, four hundred and twenty-five złoty) and no more than PLN 664,609,745 (six hundred and sixty-four million, six hundred and nine thousand, seven hundred and forty-five złoty) and shall be divided into shares with a par value of PLN 5 (five złoty) per share, including:

   1. 24,000,000 (twenty-four million) Series AA bearer shares numbered from AA 000000001 to AA 024000000;

   2. 15,116,421 (fifteen million, one hundred and sixteen thousand, four hundred and twenty-one) Series B bearer shares;

   3. 24,999,023 (twenty-four million, nine hundred and ninety-nine thousand and twenty-three) Series C ordinary bearer shares;

   4. 35,080,040 (thirty-five million, eighty thousand and forty) Series D ordinary bearer shares; and

   5. no fewer than 1 (one) and no more than 33,726,465 (thirty-three million, seven hundred and twenty-six thousand, four hundred and sixty-five) Series E ordinary bearer shares."

2. The amount of the share capital subscribed for following the issue of New Shares and in connection with the amendment of Article 7(1) of the Company's Articles of Association shall be determined by the Management Board pursuant to Article 431(7) in conjunction with Articles 310(2) and 310(4) of the Commercial Companies Code through the execution of a notarial deed to confirm the amount of the newly issued share capital subscribed for and specify the amount of the share capital in the Company's Articles of Association.

3. The General Meeting hereby authorises the Supervisory Board to restate the Company's

Articles of Association so as to incorporate the amendments made hereunder.

This Resolution shall take effect upon its adoption; however, the share capital increase and amendments to the Articles of Association shall not be effective until registration by the competent registry court.

The purpose of the proposed share capital increase is to strengthen the Company's capital structure and to secure funds necessary to implement strategic investment projects to enhance Poland's national security and infrastructural development.

The reason for making the proposed offering exclusively to the State Treasury is its long-term commitment to the Company as its leading shareholder throughout the execution period of key investment projects. This share capital increase will enhance the Company's competitive edge, strengthen its market position, improve its liquidity, and accelerate its growth.

Disapplying the pre-emptive rights of the other shareholders serves the Company's interests, as it allows capital to be raised swiftly and efficiently from the investor while maintaining a predictable shareholding structure.

Under both the Commercial Companies Code and the Company's Articles of Association, the power to increase the Company's share capital rests with the General Meeting.