Code of Best Practices

Starting from the IPO in 2008 the Company’s aim is to observe best practices of corporate governance which was expressed in the declaration of the Company's Management Board contained in the 2008 IPO Prospectus, in the 2011 Prospectus as well as in the 2012 Prospectus.

Further to the amendment to "The Code of Best Practices for WSE Listed Companies 2016" implemented on 13th October 2015 with Resolution No. 26/1413/2015 of the WSE, the Management Board of Grupa Azoty S.A. approved and adopted an amendment to the document.



Observance of the Corporate Governance Principles


In Current Report of 29 December 2015 the Company declared all the detailed principles set out in the Code of Best Practice as of January 1st 2016, with the following exceptions:

I.Z.1.20 “A company should operate a corporate website and publish on it, in a legible form and in a separate section, in addition to information required under the legislation, an audio or video recording of a general meeting.”
Explanation: In the Company’s view, the way General Meetings have been documented and carried out to date ensures transparency and safeguards the rights of all shareholders. Further, information on passed resolutions is published by the Company in the form of current reports, also on its website. Therefore investors are able to review the matters discussed at General Meetings. The Company may apply this rule in the future.

In the opinion of the Company’s Management Board, the decision not to apply the above-mentioned rule will not affect the reliability of the Company’s information policy, nor will it hinder shareholders’ participation in General Meetings.

IV.Z.2. “If justified by the shareholding structure, companies should ensure publicly available real-time broadcasts of general meetings.”

Explanation: The Company’s Articles of Association and the Rules of Procedure for the Company’s General Meeting do not provide for real-time broadcasting of General Meetings. Furthermore, in the Company’s view, the way General Meetings have been documented and carried out to date ensures transparency and safeguards the rights of all shareholders. In addition, information on passed resolutions is published by the Company in the form of current reports, also on its website. Therefore investors are able to review the matters discussed at General Meetings. However, the Company may apply this rule in the future.

In the opinion of the Company’s Management Board, the decision not to apply the above-mentioned rule will not affect the reliability of the Company’s information policy, nor will it hinder shareholders’ participation in General Meetings.

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