Grupa Azoty : Current Report No. 50/2017

The total number of Grupa Azoty S.A. shares is 99,195,484. As at December 7th 2017, the number of votes attached to these shares is 99,195,484.

AGENDA:

1. Opening of the Meeting
2. Appointment of the Chairperson of the General Meeting
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions
4. Adoption of the agenda
5. Changes in the composition of the Company's Supervisory Board
6. Adoption of a resolution to appoint the Chairperson of the Company's Supervisory Board
7. Closing of the Meeting

Right to participate in the Extraordinary General Meeting

Pursuant to Art. 406[1].1 of the Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the Extraordinary General Meeting, i.e. as at November 21st 2017 (the record date), have the right to participate in the Meeting.

To ensure participation in the Extraordinary General Meeting, holders of rights under book- entry bearer shares should submit a request for the issue of a personal certificate confirming their right to participate in the Extraordinary General Meeting of Grupa Azoty S.A. with the entity keeping their securities account. The requests should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. November 10th 2017 and no later than on the first weekday following the record date, i.e. November 22nd 2017. The certificates confirming the right to participate in the Extraordinary General Meeting will serve as the basis for preparation of records submitted to the entity operating the depository for securities in accordance with the laws and regulations governing trade in financial instruments.
A list of shareholders entitled to participate in 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 December 4th, 5th and 6th 2017, from 8am to 3pm. 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 the following Company email address: walne.tarnow@grupaazoty.com.

Right to participate in the Extraordinary General Meeting through a proxy

Shareholders may participate in the Extraordinary General Meeting of the Company and exercise their voting rights personally or through a proxy. Persons acting on behalf of legal persons should present valid excerpts from relevant registers specifying the persons authorised to represent the legal person. 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 a separate proxy to exercise the rights attached to the 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 participate in 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, the Company makes a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of powers of proxy in electronic form must be notified to the Company using electronic means of communication. Along with the 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 Art. 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 Art. 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 aimed at identifying 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 require a secure electronic signature verifiable by means of a valid qualified certificate.

The procedure for identification of the principal applies accordingly to a notification of revoking of powers 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 the power of proxy and the Company is not liable for errors in filled-in forms or actions of holders of powers of proxy. Sending in the above documents in electronic form does not release the proxy from the obligation to produce his/her identification documents when the attendance list of persons authorised to participate in the Extraordinary General Meeting of the Company is being prepared.

Shareholders' right to request that certain matters be placed on the agenda of the Extraordinary General Meeting

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 November 16th 2017. 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.

Shareholders' right to propose draft resolutions

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 the Polish language.

Electronic communications

The Management Board of the Company does not provide for the possibility of participating in the Extraordinary General Meeting or taking the floor by means of electronic communication. The Management Board does not permit the exercise of voting rights by postal ballot or electronic means.

Access to documents

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 http://tarnow.grupaazoty.com/pl/relacje/walne from the date of convening the Extraordinary General Meeting. Any comments 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.

Corporate website

Information concerning the Extraordinary General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company's website www.grupaazoty.com.
Legal basis: Par. 38.1.1 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 of information whose disclosure is required under the laws of a non-member state, dated February 19th 2009 (consolidated text: Dz.U. of 2014, item 133, as amended).