Notice of Extraordinary General Meeting of Grupa Azoty to be held on March 23rd 2026

Tarnów, 23 February 2026

Pursuant to Article 399(1) in conjunction with Article 402[1] and 402[2] of the Commercial Companies Code, considering the request of the Polish State Treasury acting in its capacity as a Grupa Azoty S.A. shareholder (submitted pursuant to Article 7(2)(1) of the Act on State Property Management (consolidated text: Dz. U. of 2024, item 125), Article 400(1) of the Commercial Companies Code and Article 42(1)(4) of the Company's Articles of Association), the Management Board of Grupa Azoty S.A., with registered office at ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland (the "Company"), entered in the Business Register of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, under No. KRS 0000075450, Tax Identification Number (NIP): 873-000-68-29, with a share capital of PLN 495,977,420 (fully paid up), hereby convenes

The total number of Grupa Azoty S.A. shares is 99,195,484. In principle, as at 23 March 2026, the number of votes attached to these shares is 99,195,484.

The Extraordinary General Meeting hereby adopts the following agenda:

1. Opening of the General Meeting.

2. Election of the Chair of the Meeting.

   
   
   

3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.

4. Adoption of the agenda.

5. Voting on a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Extraordinary General Meeting.

6. Appointment of a Ballot Counting Committee for the Extraordinary General Meeting.

7. Voting on a resolution to adopt the Grupa Azoty Group Gender Balance Policy.

8. Voting on a resolution to amend the Remuneration Policy for Members of the Management Board and Supervisory Board of Grupa Azoty S.A.

9. Changes in the composition of the Company's Supervisory Board.

10. Voting on a resolution to cover the cost of convening and holding the Extraordinary General Meeting.

11. Closing of the General Meeting.

Pursuant to Article 406[1](1) of the Commercial Companies Code, the right to attend the Extraordinary General Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e., as at 7 March 2026 (the record date) in accordance with applicable laws. Pledgees and usufructuaries holding voting rights may attend the Extraordinary General Meeting if the limited property rights created in their favour are registered in the relevant securities account as at the record date.

To be able to attend the Extraordinary General Meeting, holders of rights attached to shares in the Company as well as pledgees or usufructuaries holding voting rights should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to attend the Extraordinary General Meeting. The request should be

submitted on or after the date of publication of the notice of the Extraordinary General Meeting, i.e. on or after 23 February 2026, and no later than on the first weekday following the record date, i.e. 9 March 2026. Personal certificates confirming the right to attend the Extraordinary General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository.

The list of shareholders entitled to attend the Extraordinary General Meeting will be displayed at the Company's registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, for three weekdays immediately preceding the date of the Extraordinary General Meeting, i.e., on 18, 19 and 20 March 2026, from 8:00 am to 4:00 pm. A shareholder may request to be delivered the list of shareholders free of charge via electronic mail, by providing an email address to which the list should be delivered. The request may be submitted in electronic form to: walne.tarnow@grupaazoty.com.

Shareholders may attend the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Individuals acting on behalf of legal persons should present valid excerpts from relevant registers specifying individuals authorised to represent the legal persons.

A proxy may exercise all the shareholder's rights at the Extraordinary General Meeting, unless the power of proxy states otherwise. A proxy may grant further powers of proxy if permitted to do so under their power of proxy. A proxy may represent multiple shareholders and vote the shares of each shareholder differently. A shareholder whose shares are registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A shareholder whose shares are registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares registered in that account.

A power of proxy to attend the Extraordinary General Meeting of Grupa Azoty S.A. and exercise voting rights must be in written or electronic form. As of the date of this notice, a form of electronic power of proxy is made available by the Company for downloading from https://tarnow.grupaazoty.com/. The grant of a power of proxy in electronic form must be notified to the Company using electronic means of communication. Along with a notification of granting a power of proxy in electronic form, the shareholder must send in scanned copies of the granted power of proxy, ID cards, passports or other documents enabling identification of the shareholder as the principal and of the appointed proxy. Where the power of proxy is granted by a legal person or an organisation referred to in Article 33[1] of the Civil Code, a scanned copy of the principal's entry in the relevant register must also be submitted. Where the proxy is a legal person or an organisation referred to in Article 33[1] of the Civil Code, a scanned copy of the proxy's entry in the relevant register must also be submitted. Any documents submitted via electronic means and originally prepared in a foreign language should be accompanied by a certified translation into Polish. All the above documents should be sent in to: walne.tarnow@grupaazoty.com. Together with a notification of granting a power of proxy, the shareholder sends in an email address through which the Company will be able to communicate with the shareholder and the proxy. The Company may take appropriate steps to identify the shareholder and the proxy. The identification procedure may involve contacting the shareholder and the proxy via a return electronic message or a return call to confirm that the power of proxy has actually been granted. A power of proxy in electronic form does not need to be signed with a qualified electronic signature.

The procedure for identification of the principal applies accordingly to a notification of revoking a power of proxy. Proxy appointment or revocation notifications which are not compliant with the requirements set out above have no legal effect with respect to the Company.

It is the shareholder who decides on the way of granting a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the holders of powers of proxy. Sending

in the above documents in electronic form does not release the proxy from the obligation to produce their identification documents when the attendance list of persons entitled to attend the Extraordinary General Meeting of the Company is being prepared.

A shareholder or shareholders representing at least one-twentieth of the Company's share capital may request that certain matters be placed on the agenda of the Extraordinary General Meeting. Any such request, together with the grounds or a draft resolution pertaining to the request, should be submitted to the Company's Management Board no later than 21 days prior to the scheduled date of the Extraordinary General Meeting, that is by 2 March 2026. The request may be submitted in electronic form to walne.tarnow@grupaazoty.com, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.

A shareholder or shareholders representing at least one-twentieth of the share capital may submit, prior to the scheduled date of the Extraordinary General Meeting, draft resolutions on matters which have been or are to be placed on the agenda. Such draft resolutions may be sent in electronic form to walne.tarnow@grupaazoty.com, or in writing to the following address: Zarząd Grupy Azoty S.A. (Management Board of Grupa Azoty S.A.), ul. Kwiatkowskiego 8, 33-101, Tarnów, Poland.

During the Extraordinary General Meeting, any shareholder may submit draft resolutions on matters placed on the agenda. Such draft resolutions should be in Polish.

The Management Board announces that the Polish State Treasury, in its capacity as the Company's shareholder, has submitted, together with the request to convene an Extraordinary General Meeting, draft resolutions concerning items 9 and 10 of the agenda.

As the Company has committed to complying with corporate governance principle 4.8 of Best Practice for GPW Listed Companies 2021, the Management Board hereby requests that eligible Shareholders submit any draft resolutions they may wish to propose no later than three days prior to the date of the General Meeting.

Also, in compliance with principle 4.9 of Best Practice for GPW Listed Companies 2021 and with reference to item 9 of the agenda of the Extraordinary General Meeting, the Management Board wishes to indicate that candidates to the Supervisory Board should be put forward at such time as to enable the shareholders present at the General Meeting to make informed decisions, but in no event later than three days before the Extraordinary General Meeting. Furthermore, candidates for members of the Supervisory Board are required to submit a statement on whether they meet the requirements for audit committee members as set out in the Act on Statutory Auditors, Audit Firms and Public Oversight of 11 May 2017, and whether they have any actual and material links to any shareholder holding 5% or more of total voting rights in the Company.

During the Extraordinary General Meeting, each shareholder has the right to ask questions concerning the matters placed on the agenda of the Extraordinary General Meeting.

The Management Board of the Company does not provide for an option to attend the Extraordinary General Meeting or take the floor via electronic means. The Management Board does not permit the exercise of voting rights by postal ballot or by electronic means.

The documents to be presented to the Extraordinary General Meeting, including draft resolutions, will be available at the Company's registered office and on the Company's website at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia from the date of convening the Extraordinary General Meeting.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published as required by the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated 6 June 2025 (Dz.U.2025.755).

Any additional materials from the Company's Management Board or Supervisory Board concerning matters placed on the agenda of the Extraordinary General Meeting or matters to be placed on the agenda before the date of the Extraordinary General Meeting will be published on the Company's website promptly after they are issued.

Information concerning the General Meeting is available on the Company's website at https://tarnow.grupaazoty.com/, in the Investor Relations/General Meeting of Shareholders section (https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia).

Legal basis: Section 20(1)(1) of the Minister of Finance's Regulation on current and periodic

information to be published by issuers of securities and conditions for recognition as equivalent

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of information whose disclosure is required under the laws of a non-member state, dated 6 June 2025 (Dz.U.2025.755).

Management Board

Grupa Azoty Spółka Akcyjna

Grupa A zoty S.A. Parent of the

Grupa Azoty Group

ul. Kwiatkowskiego 8

33-101 Tarnow, Poland

District Court for Krakow-Srodmiescie, 12th Commercial Division National Court Re•ister (KRS) No. 0000075450

Industry Identification No. (REGON): 850002268 Tax Identification No. (NIP): 873-000-68-29

Database on Products and Packaging and Waste Management (BDO) No. 000012833

Share capital (paid up capital): P LN 495,977,420

phone: +48 14 637 37 37

fax: +48 14 637 07 18

tarnoWgrupaazoty. com

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the "Company") wishes to advise you that in connection with the convening of the Extraordinary General Meeting (the "EGM") the Company will process the personal data of its shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the "Shareholders" or "you").

In connection with the foregoing, the Company represents that:

1. The controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by email at tarnow@grupaazoty.com or by post at: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;

2. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer by email at iod.tarnow@grupaazoty.com or by post at: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;

3. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM1, allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;

4. The Company processes (i) personal data identifying the Shareholders, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as: the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email - their email address;

   ‌1 In particular, Articles 401, 407, 410 and 412 of the Commercial Companies Code.

   
   
   

5. Shareholders' personal data may be collected by the Company from entities operating the depository for securities, as well as from other Shareholders - with respect to the data included in powers of proxy;

6. The legal basis for the processing of your personal data by the Company is:

   • Article 6(1)(c) of GDPR - the processing is required to comply with the legal obligations of the Controller: (i) obligation under the Commercial Companies Code regarding preparation and storage of lists of shareholders and lists of attendance at the EGM, (ii) obligation to enable the shareholders to vote through a proxy and to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);

   • Article 6(1)(f) of GDPR - legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) enforcement of or defence of any legal claims;

7. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders - with respect to making the list of shareholders available for inspection in accordance with Article 407 of the Commercial Companies Code;

8. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of or against the Company;

9. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to do so results in the Shareholder's inability to attend the EGM; Provision of the email address is voluntary but required to enable email contact

   
   
   

   between the Company and the Shareholder, with failure to provide it precluding such email contact;

10. You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; You should bear in mind that these rights are not absolute and there are certain exceptions as to when they may be exercised provided for in the applicable laws and regulations;

11. You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.