Draft resolutions submitted by Shareholder

From: Management Board of

Powszechne Towarzystwo Emerytalne PZU S.A

Rondo Ignacego Daszyńskiego 4, 00-843 Warsaw

+48 601 989 234

Warsaw, 3 March 2026

Our ref No.: 1211/2026/BKF/KF/S-001211-26/1

Otwarty Fundusz Emerytalny PZU Złota Jesień, with registered office in Warsaw (00-843) at Rondo Ignacego Daszyńskiego 4, entered in the register of pension funds maintained by the Regional Court of Warsaw, 7th Civil, Family and Registry Division, under entry No. RFE 6, represented by: Powszechne Towarzystwo Emerytalne PZU S.A., entered in the Business Register of the National Court Register maintained by the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register, under No. KRS 0000040724,

Andrzej Sołdek - President of the Management Board, Arkadiusz Julke - Vice President of the Management Board,

RESOLUTION NO. /2026

of the Extraordinary General Meeting

of Grupa Azoty S.A. of Tarnów dated 2026

to amend the Articles of Association and to authorise the Management Board to increase the Company's share capital within the limits of the authorised capital, including the power - subject to the prior consent of the Supervisory Board - to disapply the pre-emptive rights of existing shareholders in whole or in part.

Acting pursuant to Article 430(1), Article 431(1), Article 444, Article 445(1), Article 447(1) and Article 433(2) in conjunction with Article 447(2) of the Commercial Companies Code of 15 September 2000 (the "Commercial Companies Code"), the Extraordinary General Meeting of Grupa Azoty S.A. (the "Company") (the "General Meeting"), hereby resolves as follows:

Section 1

The existing provisions of the Articles of Association regarding authorised capital, relating to the expired authorisation of the Company's Management Board to increase the share capital through the issuance of new shares, introduced by Resolution No. 4 of the Extraordinary General Meeting of 14 July 2012, are hereby repealed pursuant to Section 2 below, and a new authorisation of the Company's Management Board to increase

Powszechne Towarzystwo Emerytalne PZU Spółka Akcyjna, District Court for the Capital City of Warsaw, 13th Commercial Division, Number in the National Court Register (KRS): 40724, Tax Identification Number (NIP): 526-22-60-035, share capital: PLN 32,000,000 paid in full, Rondo Ignacego Daszyńskiego 4, 00-843 Warsaw, pzu.pl, helpline: 801 102 102 (standard call charges apply)

the share capital within the limits specified in the proposed new wording of Article 10 of the Articles of Association, included in Section 2 below, is hereby granted.

Section 2

1. Article 10 of the Articles of Association is hereby amended to read as follows:

   1. Subject to Article 10(3)−(7), the share capital may be increased by resolution of the General Meeting through the issue of new (registered or bearer) shares or through the increase of the par value of existing shares.

   2. The share capital may be increased by increasing the par value of shares exclusively with the

      Company's own funds.

   3. The Company's Management Board is authorised to increase the Company's share capital by no more than PLN 202,360,865 (two hundred and two million, three hundred and sixty thousand, eight hundred and sixty-five złoty), through a single or multiple issue of no more than 40,472,173 (forty million, four hundred and seventy-two thousand, one hundred and seventy-three) bearer shares with a par value of PLN 5.00 (five złoty) per share (the "Authorised Capital") (the "New Shares").

   4. The authorisation referred to in Article 10(3) shall expire three years after the date of entry in the Business Register of the National Court Register of amendments to the Company's Articles of Association providing for Authorised Capital as specified above.

   5. New Shares issued within the limits of Authorised Capital may be subscribed for with cash contributions.

   6. Unless otherwise provided for in applicable laws or this Article, the Management Board of the Company is authorised to decide on all matters related to share capital increases within the limits of Authorised Capital; in particular the Management Board of the Company is authorised to:

      1. determine the number of New Shares issued as part of each share capital increase within the limits of

         Authorised Capital, subject to the consent of the Company's Supervisory Board;

      2. determine the issue price of New Shares issued as part of each share capital increase within the limits

         of Authorised Capital, subject to the consent of the Company's Supervisory Board;

      3. determine the date(s) from which the New Shares will participate in dividends;

      4. define detailed rules, timing and terms and conditions for the issue of New Shares and the manner of proposing to subscribe for New Shares issued by way of an offer of securities to the public, including an offer that requires the preparation of a prospectus within the meaning of Regulation (EU) 2017/1129, or an offer of securities to the public which is exempt from the obligation to prepare and publish a prospectus, as referred to in Article 1(4) of Regulation (EU) 2017/1129;

      5. enter into an underwriting agreement or other agreements securing the success of the issue of New Shares;

      6. take all steps required for dematerialisation of New Shares and allotment certificates for New Shares ("Allotment Certificates") and registration of New Shares and Allotment Certificates in the securities depository maintained by Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland, "CSDP"), including entering into agreements with the CSDP for the registration of New Shares and Allotment Certificates, taking all steps required in connection with applying for the admission and introduction of New Shares and Allotment Certificates to trading on the regulated market, including entering into agreements with the Warsaw Stock Exchange;

      7. define the detailed terms and conditions of subscription for and allotment of New Shares, including setting the opening and closing dates of subscription for New Shares and determining the rules for subscription for and allotment of New Shares, including for bookbuilding and allotment of shares;

      8. make a representation on the amount of the Company's share capital subscribed for in connection with the issue and on amendment of the Company's Articles of Association relating to the increase of the Company's share capital within the limits of Authorised Capital.

   7. In the Company's best interest, subject to Article 10(8) and Article 10(9), the Management Board shall

      be obliged to:

      1. grant those Eligible Investors who are also shareholders of the Company as at the record date for participation in the General Meeting convened for 13 February 2026 (the "Priority Right Record Date"), and who on the Priority Right Record Date hold shares carrying at least 0.2% (two-tenths of one percentage point) of the total voting rights in the Company (the "Eligible Investors with Priority Rights"), a priority right to subscribe for the shares issued under this authorisation to issue shares within the limits of authorised capital, in a number corresponding to the product of:

         1. the ratio of the number of Company shares held by the Eligible Investors with Priority Rights on the Priority Right Record Date, as evidenced by the document confirming the right to participate or the list of persons entitled to participate in the said General Meeting, to the total number of existing Company shares on the Priority Right Record Date; and

         2. the final number of shares offered in the relevant issue as determined by the Management Board, provided that if the number so calculated is not a whole number, it shall be rounded down to the nearest whole number (the "Priority Right");

      2. require that any Eligible Investor with Priority Rights wishing to exercise their Priority Right must meet

         the following additional conditions (the "Investor Eligibility Conditions"):

         1. the investor must not appear on any Polish or EU sanctions lists, nor be an entity controlled by an investor appearing on any Polish or EU sanctions lists;

         2. the investor must provide, during the book-building process, a document evidencing that such investor was a shareholder of the Company as at the Priority Rights Record Date, it being understood that the inclusion of the investor on the list of persons entitled to participate in the General Meeting convened hereby shall constitute sufficient evidence of the investor's shareholding as at the Priority Rights Record Date;

         3. the investor must submit, during the book-building process, a declaration of interest in subscribing for the shares at a price not lower than the final issue price determined by the Management Board; and

         4. the investor must enter into, after the Management Board resolves to extend to such investor an offer to subscribe for the offered shares, a subscription agreement with the Company for the offered shares at the issue price determined by the Management Board;

   8. The foregoing provisions shall not limit the Management Board's right to offer any shares not taken up pursuant to the Priority Right (including shares not subscribed following their initial offering to the Priority Investors with Priority Rights) for subscription at its discretion, including to selected Eligible Investors, at a price not lower than the price payable by the Eligible Investors with Priority Rights.

   9. In the Company's best interest, the Management Board is hereby authorised to fully or partially disapply the existing shareholders' pre-emptive rights to subscribe for shares issued within the limits of Authorised Capital.

The Supervisory Board is hereby authorised to draw up the consolidated text of the Articles of Association, incorporating the amendments set out in this Resolution.

Section 3

1. Acting pursuant to Article 445(1) and Article 447(2) in conjunction with Article 433(2) of the Commercial Companies Code, the General Meeting states that the adoption of this Resolution, authorising the Management Board of the Company to increase the share capital within the limits of authorised capital, follows from the need to create conditions for the efficient increase of the Company's share capital for purposes related to injecting capital into the Company, thereby facilitating the raising of funds for the further development of the Company as and when appropriate. Taking into account future investment needs, the Company's Management Board, based on the authorisation to increase the share capital within the limits of authorised capital, will be able to adjust the

   timing and size of share issues to current market conditions and the needs of the Company. The full or partial disapplication of pre-emptive rights shall require the consent of the Supervisory Board. Therefore, it is in the best interests of the Company and its shareholders to authorise the Company's Management Board to increase the share capital within the limits of authorised capital, and the Supervisory Board's oversight of this process ensures appropriate protection of the shareholders.

2. The General Meeting, having reviewed the matter, approves the opinion presented by the Management Board justifying the disapplication of pre-emptive rights.

Section 4

This Resolution shall take effect on the date of its adoption, with the proviso that amendments to the Company's Articles of Association adopted pursuant to this Resolution shall be required to be entered in the Business Register of the National Court Register in accordance with Article 430(1) of the Commercial Companies Code.

Statement of reasons:

The adoption of the proposed resolution to amend the Company's Articles of Association in connection with the authorisation of the Management Board to increase the share capital within the limits of authorised capital is driven by the need to provide the Company with flexible mechanisms for increasing the share capital, in particular those that allow for a shortened issue process and efficient negotiations with potential investors. Furthermore, the proposed amendments to the Articles of Association will enable the Company to secure funds for new investments and further development. These measures will significantly strengthen the Group's transformation programme, and the share capital increase will also contribute to improving the Group's balance sheet structure. By conducting issuances within the limits of authorised capital, the Management Board will be able to adjust the size and timing of the issuance to market conditions and the Company's current needs. In accordance with the provisions of the Company's Articles of Association and the Commercial Companies Code, the authority to decide on the share capital increase rests with the General Meeting.

The grant of Priority Rights to shareholders holding 0.2% or more of total voting rights in the Company as at the Priority Right Record Date provides an additional mechanism to safeguard the interests of significant shareholders and is consistent with market practice.

Signed by:

Arkadiusz Julke

Signed with electronic signature by Arkadiusz Julke

Date: 3 March 2026

13:54:23 +01'00'

Andrzej

Sołdek

Signed with electronic signature by Andrzej Sołdek Date: 3 March 2026

14:04:03 +01'00'

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