Assumptions for the Share Pledge Agreement and the Assignment Agreement

Assumptions for the agreement on the registered pledge and financial pledge on shares in Polyolefins S.A. to be entered into between Grupa Azoty S.A. as the pledgor and Bank Polska Kasa Opieki S.A. as the pledgee (“the Share Pledge Agreement”) in connection with the Term, Working Capital and VAT Senior Facilities Agreement of May 31st 2020, entered into between Grupa Azoty Polyolefins S.A. as the borrower and senior lenders, i.e. a syndicate of financial institutions comprising S.A., Bank Gospodarstwa Krajowego, S.A., Bank Polska Kasa Opieki S.A., BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Branch, mBank S.A., Powszechna Kasa Oszczędności Bank Polski S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A., PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2 and S.A., as well as ICBC Standard Bank PLC (the “Credit Facilities Agreement”)

1. Pledgor: Grupa Azoty S.A.

2. Pledgee: Bank Polska Kasa Opieki S.A.

3. GA Polyolefins: Grupa Azoty Polyolefins S.A.

4. Encumbered Shares: Grupa Azoty S.A.: 28,166,316 registered shares in GA Polyolefins with a par value of PLN 10 per share, held by the Pledgor.

5. Registered Pledge: Registered pledge created by the Pledgor on the Encumbered Shares in favour of the Pledgee to secure the Secured Claim in compliance with the Act on Registered Pledges and the Pledge Register of December 6th 1996.

6. Financial Pledge: Financial pledge created by the Pledgor on the Encumbered Shares in favour of the Pledgee to secure the Secured Claim in compliance with the Act on Certain Financial Collateral Arrangements of April 2nd 2004

7. Secured Claim: The Pledgee’s monetary claims against GA Polyolefins on account of parallel debt under the intercreditor agreement governed by English law, including, without limitation, monetary claims under finance documents, including, without limitation, the Credit Facilities Agreement.

8. Forms of enforcement of the 1. Court enforcement procedure Registered Pledge: 2. If permitted by law, a public foreclosure auction held under Art. 24 of the Act on Registered Pledges and the Pledge Register of December 6th 1996 3. Taking possession of the Encumbered Shares by the Pledgee pursuant to Art. 22 of the Act on Registered Pledges and the Pledge Register of December 6th 1996

9. Forms of enforcement of the Financial 1. Court enforcement procedure Pledge:

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2. Taking possession of the Encumbered Shares by the Pledgee pursuant to Art. 10.1 of the Act on Certain Financial Collateral Arrangements of April 2nd 2004 3. Sale of the Encumbered Shares by the Pledgee pursuant to Art. 10.1 of the Act on Certain Financial Collateral Arrangements of April 2nd 2004

10. Other material provisions: 1. The Pledgee shall become entitled to commence enforcement of the Registered Pledge and/or the Financial Pledge upon the occurrence of a relevant event as specified in the Share Pledge Agreement. 2. No further encumbrance of the Encumbered Shares shall be allowed, save as permitted under the Credit Facilities Agreement. 3. No disposal of the Encumbered Shares shall be allowed, save as permitted under the Credit Facilities Agreement. 4. An application to enter the Registered Pledge in the Pledge Register shall be filed therewith. 5. A new registered pledge and a new financial pledge shall be established on any new shares in GA Polyolefins subscribed for or acquired by the Pledgor in the future. 6. The Pledgor shall deposit share certificates with the Pledgee. 7. The Pledgor shall grant power of attorney to the Pledgee to authorise the latter to take any action that the Pledgor is required to take under the Share Pledge Agreement and that it has failed to take. 8. The Pledgor shall grant power of proxy to the Pledgee to authorise the latter to exercise voting rights attached to the Encumbered Shares, subject to the occurrence of a relevant event as specified in the Share Pledge Agreement. 9. The Pledgor shall make a declaration on voluntary submission to enforcement with respect to the Encumbered Shares in favour of the Pledgee under Art. 777 of the Polish Code of Civil Procedure of November 17th 1964.

11. Form of the Share Pledge Agreement: Ordinary written form

12. Language versions: Polish and English In case of any discrepancy, the English version shall prevail.

13. Competent court: District Court for the Capital City of Warsaw

14. Governing law: Polish law

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Assumptions for the agreement on the security assignment of Grupa Azoty S.A.’s rights to be entered into between Grupa Azoty S.A. as the assignor and Bank Polska Kasa Opieki S.A. as the assignee in connection with the Credit Facilities Agreement (the “Assignment Agreement”)

1. Assignor: Grupa Azoty S.A.

2. Assignee: Bank Polska Kasa Opieki S.A.

3. GA Polyolefins: Grupa Azoty Polyolefins S.A.

4. Rights to Be Assigned: The Rights to be Assigned include without limitation: 1. The existing and any future rights, claims and receivables arising from any loans from the Assignor to GA Polyolefins, subordinated to the financing provided under the Credit Facilities Agreement (including from the subordinated loan granted under the Loan Agreement of May 31st 2020 between Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Polyolefins S.A., and from the support loan granted under the Support Loan Provision Guarantee Agreement of May 31st 2020 between Grupa Azoty Polyolefins S.A., Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Bank Polska Kasa Opieki S.A.); and 2. The existing and any future rights, claims and receivables arising from any promissory notes issued by GA Polyolefins in favour of the Assignor in connection with any loan agreements subordinated to the financing provided under the Credit Facilities Agreement (including in connection with the Loan Agreement of May 31st 2020 between Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Polyolefins S.A., and with the Support Loan Provision Guarantee Agreement of May 31st 2020 between Grupa Azoty Polyolefins S.A., Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Bank Polska Kasa Opieki S.A.).

5. Security Assignment: Assignment of the Rights to be Assigned by the Assignor to the Assignee to secure the Secured Claim.

6. Secured Claim: The Assignee’s monetary claims against GA Polyolefins on account of parallel debt under the intercreditor agreement governed by English law, including, without limitation, monetary claims under finance documents, including, without limitation, the Credit Facilities Agreement.

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7. Other material provisions: 1. Upon the Security Assignment, the Assignee shall become fully entitled to enforce all of the rights, claims and receivables assigned by the Assignor, subject to the occurrence of a relevant event as specified in the Assignment Agreement. 2. The Assignor shall deposit the promissory notes (including promissory note declarations) issued by GA Polyolefins in favour of the Assignor in connection with the Loan Agreement of May 31st 2020 between Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Polyolefins S.A., and with the Support Loan Provision Guarantee Agreement of May 31st 2020 between Grupa Azoty Polyolefins S.A., Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Bank Polska Kasa Opieki S.A.) with the Assignee. 3. The Assignor shall grant power of attorney to the Assignee to take any action that the Assignor is required to take under the Assignment Agreement and that it has failed to take. 4. The Assignor shall make a declaration on voluntary submission to enforcement under Art. 777 of the Polish Code of Civil Procedure of November 17th 1964 in favour of the Assignee with respect to the subordinated loans granted by the Assignor to GA Polyolefins and assigned to the Assignee as security under the Assignment Agreement.

8. Form of the Assignment Agreement: Ordinary written form, with the date certified by a notary public. 9. Language versions: Polish and English In case of any inconsistencies, the English version shall prevail.

10. Competent court: District Court for the Capital City of Warsaw

11. Governing law: Polish law

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