Of the Extraordinary General Meeting of Grupa Azoty S.A

RESOLUTION NO. 1

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Appointment of the Chairperson of the Extraordinary General Meeting

Acting pursuant to Art. 409.1 of the Polish Commercial Companies Code, Art. 46 of the Company’s Articles of Association and Par. 7.1 of the Rules of Procedure for the Company’s General Meeting, the Extraordinary General Meeting of Grupa Azoty S.A. resolves as follows:

Section 1

The Extraordinary General Meeting of Grupa Azoty S.A. hereby appoints Mr Krzysztof Władysław Gotkowicz as Chairperson of the Extraordinary General Meeting.

Section 2

This Resolution shall become effective as of its date.

The person opening the Extraordinary General Meeting stated that:

- in a secret ballot on the resolution, 79,832,669 (seventy-nine million, eight hundred and thirty-two thousand, six hundred and sixty-nine) shares, representing 80.48% (eighty point forty-eight percent) of the share capital, were validly voted,

- 79,832,669 (seventy-nine million, eight hundred and thirty-two thousand, six hundred and sixty-nine) valid votes were cast, of which 78,930,607 (seventy-eight million, nine hundred and thirty thousand, six hundred and seven) votes were cast in favour of the resolution, with 902,062 (nine hundred and two thousand and sixty-two) abstentions and no votes cast against it.

RESOLUTION NO. 2

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Adoption of the agenda for the Extraordinary General Meeting

Acting pursuant to Par. 22.1 of the Rules of Procedure for the General Meeting, the Extraordinary General Meeting of Grupa Azoty S.A. resolves as follows:

Section 1

The Extraordinary General Meeting adopts the following agenda for the Meeting:

Opening of the Meeting.
Appointment of the Chairperson of the General Meeting.
Confirmation that the Meeting has been properly convened and has the capacity to adopt valid resolutions.
Adoption of the agenda.
Adoption of resolutions to change the composition of the Supervisory Board.
Adoption of resolutions to determine the rules of remuneration of members of the Company’s Management Board.
Adoption of resolutions to determine the remuneration of members of the Company’s Supervisory Board.
Closing of the Meeting.

Section 2

This Resolution shall become effective as of its date.

The Chairperson of the Extraordinary General Meeting stated that:

- in an open ballot on the resolution, 79,832,669 (seventy-nine million, eight hundred and thirty-two thousand, six hundred and sixty-nine) shares, representing 80.48% of the share capital, were validly voted,

- 79,832,669 (seventy-nine million, eight hundred and thirty-two thousand, six hundred and sixty-nine) valid votes were cast, of which 56,466,093 (fifty-six million, four hundred and sixty-six thousand and ninety-three) votes were cast in favour of the resolution, with 3,709,226 (three million, seven hundred and nine thousand, two hundred and twenty-six) votes against it, and 19,657,350 (nineteen million, six hundred and fifty-seven thousand, three hundred and fifty) abstentions.

RESOLUTION NO. 3

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Changes in the composition of the Supervisory Board.

Acting pursuant to Art. 385.1 of the Polish Commercial Companies Code and Art. 35.3 of the Company’s Articles of Association, the General Meeting of Grupa Azoty S.A. resolves as follows:

1. The Extraordinary General Meeting removes Mr Przemysław Lisfrom the Supervisory Board of Grupa Azoty S.A.

2. This Resolution shall become effective as of its date.

The Chairperson of the Extraordinary General Meeting stated that:

- in a secret ballot on the resolution, 79,832,669 (seventy-nine million, eight hundred and thirty-two thousand, six hundred and sixty-nine) shares, representing 80.48% of the share capital, were validly voted,

- 79,832,669 (seventy-nine million, eight hundred and thirty-two thousand, six hundred and sixty-nine) valid votes were cast, of which 46,155,044 (forty-six million, one hundred and fifty-five thousand and forty-four) votes were cast in favour of the resolution, with 4,662,793 (four million, six hundred and sixty-two thousand, seven hundred and ninety-three) votes against it, and 29,014,832 (twenty-nine million, fourteen thousand, eight hundred and thirty-two) abstentions.

RESOLUTION NO. 4

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Changes in the composition of the Supervisory Board.

Acting pursuant to Art. 385.1 of the Polish Commercial Companies Code and Art. 35.3 of the Company’s Articles of Association, the General Meeting of Grupa Azoty S.A. resolves as follows:

1. The Extraordinary General Meeting removes Mr Maciej Benedykt Baranowski from the Supervisory Board of Grupa Azoty S.A.

2. This Resolution shall become effective as of its date.

The Chairperson of the Extraordinary General Meeting stated that:

- 79,832,669 (seventy-nine million, eight hundred and thirty-two thousand, six hundred and sixty-nine) valid votes were cast, of which 46,155,043 (forty-six million, one hundred and fifty-five thousand and forty-three) votes were cast in favour of the resolution, with 4,662,794 (four million, six hundred and sixty-two thousand, seven hundred and ninety-four) votes against it, and 29,014,832 (twenty-nine million, fourteen thousand, eight hundred and thirty-two) abstentions.

RESOLUTION NO. 5

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Changes in the composition of the Supervisory Board.

Acting pursuant to Art. 385.1 of the Polish Commercial Companies Code and Art. 35.3 of the Company’s Articles of Association, the General Meeting of Grupa Azoty S.A. resolves

as follows:

The Extraordinary General Meeting appoints Ms Monika Fill to the Supervisory Board of Grupa Azoty S.A.
This Resolution shall become effective as of its date.

The Chairperson of the Extraordinary General Meeting stated that:

RESOLUTION NO. 6

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Changes in the composition of the Supervisory Board.

Acting pursuant to Art. 385.1 of the Polish Commercial Companies Code and Art. 35.3 of the Company’s Articles of Association, the General Meeting of Grupa Azoty S.A. resolves

as follows:

The Extraordinary General Meeting appoints Mr Ireneusz Purgacz to the Supervisory Board of Grupa Azoty S.A.
This Resolution shall become effective as of its date.

The Chairperson of the Extraordinary General Meeting stated that:

RESOLUTION NO. 7

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Changes in the composition of the Supervisory Board.

Acting pursuant to Art. 385.1 of the Polish Commercial Companies Code and Art. 37.1 of the Company’s Articles of Association, the General Meeting of Grupa Azoty S.A. resolves

as follows:

The Extraordinary General Meeting appoints Mr Marek Grzelaczyk as Chairperson of the Supervisory Board of Grupa Azoty S.A.
This Resolution shall become effective as of its date.

The Chairperson of the Extraordinary General Meeting stated that:

RESOLUTION NO. 8

of the Extraordinary General Meeting of Grupa Azoty S.A.

of Tarnów

dated December 2nd 2016

Subject matter: Rules of remuneration for the Management Board Members

Acting pursuant to Art. 2.2.1, Art. 4, Art. 5, Art. 6, Art. 7 and Art. 8 of the Act on Rules of Remunerating Persons Who Manage Certain Companies, dated June 9th 2016 (Dz.U. of 2016, item 1202), as well as Art. 33.1.2 of the Company’s Articles of Association, the General Meeting of Grupa Azoty Spółka Akcyjna of Tarnów (the “Company”) resolves as follows:

Section 1

A management contract shall be concluded with a Management Board Member for the period of such Member’s appointment (the “Contract”). The Contract shall require the Member to provide management services personally, irrespective of whether the Member provides such services as part of their business activity.
The Contract shall be drawn up by the Supervisory Board, in accordance with the provisions of the Act on Rules of Remunerating Persons Who Manage Certain Companies, dated June 9th 2016 (the “Act”) and in accordance with this Resolution.

Section 2

Total remuneration of a Member of the Company’s Management Board shall comprise a fixed component in the form of a monthly base pay (the “Fixed Remuneration”) and a variable component representing additional remuneration for the Company’s financial year (the “Variable Remuneration”).
The monthly Fixed Remuneration of individual members of the Management Board shall range from 7x to 15x of the average monthly remuneration in the business sector, net of bonuses paid from profit, in the fourth quarter of the previous year, as announced by the President of the Central Statistics Office of Poland.
The General Meeting hereby authorises the Supervisory Board to define the amounts of Fixed Remuneration for individual members of the Management Board in accordance with Section 2.2 above.

Section 3

The Variable Remuneration shall depend on the progress of Management Objectives and shall not exceed 100% (one hundred percent) of the Fixed Remuneration.
Management Objectives shall concern in particular the Company’s restructuring, value growth, and improvement of its economic and financial ratios.
The General Meeting hereby authorises the Supervisory Board to define the detailed Management Objectives in the areas specified in Section 3.2 above, and to define Weights for such Objectives as well as objective and measurable criteria (indicators) for assessing and accounting for their implementation (KPIs). Subject to Section 3.6 below, the aggregate Weight assigned to the objective and measurable criteria for assessing and accounting for implementation of the Objectives shall be 90%, which means that a Management Board Member may claim this proportion of the Variable Remuneration on condition that the Objectives are met.
Development and application of rules governing the remuneration of members of the governing bodies of the Company’s subsidiaries, reflecting the rules stipulated in the Act, shall be a separate objective whose achievement is a precondition for payment of the variable remuneration component, representing additional remuneration payable for the Company’s financial year.
The Supervisory Board shall assess the fulfilment of conditions for payment of the Variable Remuneration to individual Management Board Members for whom Management Objectives were defined and who served on the Management Board during the financial year subject to the assessment, determining the amounts of the Variable Remuneration due to individual Management Board Members, on the basis of financial statements audited by a qualified auditor and other documents, depending on what Objectives were defined, subject to Section 3.6 below.
A Management Board Member shall be entitled to receive the Variable Remuneration provided that the General Meeting approves the Directors’ Report on the Company’s operations in, and the financial statements for, the previous financial year, and provided that the Management Board Member is granted discharge in respect of performance of their duties.

Section 4

The Contract shall oblige the Management Board Member to notify the Company of the Member’s intention to hold a position on a governing body of another commercial company or acquisition of shares therein. The Contract may also prohibit the Management Board Member from holding positions on governing bodies of any other commercial company and may impose other restrictions on the Member’s other activity outside the Company.
A Management Board Member may not receive remuneration for holding positions on governing bodies of subsidiaries included in the Company’s group within the meaning of Art. 4.14 of the Competition and Consumer Protection Act of February 16th 2007.
The General Meeting hereby authorises the Supervisory Board to define the prohibitions and restrictions referred to in Sections 4.1−4.2 above, as well as reporting obligations related to compliance with such prohibitions and restrictions, and sanctions for failure to comply with such prohibitions and restrictions.

Section 5

In the Contract, the Supervisory Board shall define what technical equipment and resources owned by the Company, necessary for the Member to perform their functions, will be made available to the Management Board Member, the terms of providing the Member with such technical equipment and resources, as well as the caps (or rules of defining the caps) on costs to be paid by the Company in connection with making such equipment and resources available to the Management Board Member and their use in the performance of the Member’s professional duties.
The Contract may also define the terms of the Management Board Member’s personal use of the Company’s assets.

Section 6

In the event of expiry of a Management Board Member’s mandate, including in particular as a result of the Member’s death, removal or resignation, the Contract shall be terminated on the last day of the Member’s holding the position under the Contract, without notice period and with no further action required.
Where a Contract is terminated by mutual consent, the notice period shall be no longer than 3 (three) months.
The Company shall have the right to terminate the Contract with a notice period of up to 3 (three) months.
The Company shall have the right to terminate the Contract with immediate effect in the event of a material breach of the Contract.
The Contract may provide for various notice periods, depending on how long the Management Board Member has held the position, subject to Section 6.1. The Contract may also stipulate that a notice period expires at the end of a calendar month.
Termination of the Contract referred to in Section 6.1 within the notice period shall shorten such period until the last day of holding the position of a Management Board member.
If the Contract is terminated for reasons other than a material breach of the Contract, the Management Board Member may receive a severance payment of up to 3x (three times) the fixed remuneration component, provided that the Member has held the position for at least 12 (twelve) months prior to the termination. A Management Board Member shall not have the right to receive a severance payment if the Contract is terminated within the notice period referred to in Section 6.3 and in the circumstances referred to in Section 6.2 and Section 6.4.
If a Member’s mandate expires after the end of the financial year assessed in terms of achievement of the Management Objectives, the Member shall retain the right to the Variable Remuneration on the terms defined in Section 3. If a Member’s mandate expires during a financial year, the Member shall retain the right to a portion of the Variable Remuneration on the terms defined in Section 3, pro rata to the Member’s length of service during such financial year.

Section 7

The Supervisory Board may conclude with a Management Board Member a non-competition agreement binding on the Member after they no longer hold their position. Such agreement may be concluded only if the member has served as a Management Board member for at least 3 (three) months.
A non-competition agreement may not be concluded after termination of the management contract.
The non-competition period shall be no longer than 6 (six) months from the moment the Management Board Member ceases to hold the position.
If a Management Board Member fails to perform or improperly performs their obligations under the non-competition agreement, the Member shall pay the Company a contractual penalty equal to or higher than the compensation due for the entire non-competition period.
The non-competition agreement shall lose its force before the expiry of the period for which it has been concluded if the Management Board Member becomes a member of a governing body of another company within the meaning of Art. 1.3.7 of the Act on Rules of Remunerating Persons Who Manage Certain Companies.

Section 8

This Resolution shall become effective as of its date.

The Chairperson of the Extraordinary General Meeting stated that: