Investor Relations

2017

30 / 06

Annual General Meeting

Convened for June 30th 2017
NOTICE of the Annual General Meeting of Grupa Azoty S.A.

Acting pursuant to Art. 395.1−2 and Art. 399.1 in conjunction with Art. 402[1] and Art. 402[2] of the Commercial Companies Code, and Art. 43.1.1 of the Company’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the "Company"), entered in the Register of Entrepreneurs 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, share capital of PLN 495,977,420 (paid up in full), convenes

THE ANNUAL GENERAL MEETING OF GRUPA AZOTY S.A.

to be held at
11.00 am on June 30th 2017, at the Company’s registered office,

ul. Kwiatkowskiego 8, Tarnów, Poland, conference room 57/58, 1st floor.

The total number of Grupa Azoty S.A. shares is 99,195,484. As of June 30th 2017, the number of votes attached to these shares is 99,195,484.

AGENDA:


1. Opening of the Meeting.
2. Appointment of the Chair of the Meeting and preparation of the attendance list.
3. Confirmation that the Meeting has been properly convened and has the capacity to adopt resolutions.
4. Adoption of the agenda.
5. Review of the Supervisory Board’s reports on:

a) assessment of the separate financial statements of Grupa Azoty S.A. for the period January 1st – December 31st 2016 and assessment of the Management Board’s proposal concerning allocation of net profit for the financial year 2016,
b) assessment of the consolidated financial statements of the Grupa Azoty Group for the period January 1st – December 31st 2016,
c) assessment of the consolidated report on payments made by the Grupa Azoty Group to governments in 2016,
d) assessment of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations for the period of 12 months ended December 31st 2016,
e) assessment of the Company’s fulfilment of the disclosure requirements relating to compliance with the corporate governance principles adopted by the Company in the period January 1st – December 31st 2016,
f) activity of the Supervisory Board and its committees in the period January 1st–December 31st 2016, and assessment of the work of the Management Board,
g) assessment of the Company’s position in 2016, including evaluation of its internal control, risk management and compliance systems as well as the internal audit function,
h) assessment of the reasonableness of the Company’s sponsorship, charitable and similar initiatives in 2016.

6. Review and approval of the Company’s separate financial statements for the period January 1st − December 31st 2016.
7. Review and approval of the Grupa Azoty Group’s consolidated financial statements for the period January 1st − December 31st 2016.
8. Review and approval of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations for the period of 12 months ended December 31st 2016.
9. Review and approval of the consolidated report on payments made by the Grupa Azoty Group to governments in 2016.
10. Adoption of a resolution on distribution of net profit for the financial year 2016.
11. Adoption of resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st – December 31st 2016.
12. Adoption of resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st – December 31st 2016.

New items added to agenda of Annual General Meeting of Grupa Azoty S.A. at shareholder’s request:
13. Adoption of resolutions to change the composition of the Company’s Supervisory Board.
14. Adoption of a resolution to amend Resolution No. 8 of the Extraordinary General Meeting of Grupa Azoty S.A. dated December 2nd 2016 on the rules of remuneration for the Management Board Members.
15. Adoption of a resolution to amend the Articles of Association of Grupa Azoty S.A.


16. Current information for the Shareholders.
17. Closing of the Meeting.

Right to participate in the General Meeting

Pursuant to Art. 406[1].1 of the Polish Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at June 14th 2017 (the record date), have the right to participate in the Meeting. To ensure their participation in the 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 Annual 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 General Meeting, i.e. June 2nd 2017 and no later than on the first weekday following the record date, i.e. June 16th 2017. In accordance with the laws and regulations governing trade in financial instruments, records submitted to the entity operating the depository for securities are drawn up on the basis of certificates confirming the right to participate in the General Meeting. A list of shareholders entitled to participate in the Annual 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 General Meeting, i.e. on June 27th, 28th and 29th 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 General Meeting through a proxy

Shareholders may participate in the Annual 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 Annual 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 Annual 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 will publish a form of electronic power of proxy to be downloaded 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 their certified translations 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 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 Annual General Meeting of the Company is being prepared.

Shareholders’ right to request that a certain matter be placed on the agenda of the Annual General Meeting

A shareholder or shareholders representing at least one twentieth of the Company’s share capital may request that certain issues be placed on the agenda of the Annual 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 meeting, that is by June 9th 2017. The request may be sent in electronic form to the Company’s dedicated email address: 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 Annual 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 the Company’s dedicated email address: 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. Draft resolutions on matters placed on the agenda may be submitted by all shareholders during the Annual General Meeting. 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 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 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 General Meeting. Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the General Meeting or matters to be placed on the agenda before the date of the General Meeting will be published on the Company’s website promptly after they are issued.

Corporate website

Information concerning the General Meeting is available in the Investor Relations/General Meeting of Shareholders 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).

Management Board
Grupa Azoty S.A.



AGM 21.07.2017 Resolution passed by the Annual General Meeting of Grupa Azoty S.A.
NOTICE of the Annual General Meeting of Grupa Azoty S.A.
New items added to agenda of Annual General Meeting of Grupa Azoty S.A.
at shareholder’s request on 9th June 2017
Form of Power of Attorney
Draft resolutions of the Annual General Meeting June 30th 2017
Draft resolutions of the new items added to agenda at shareholder’s
request on 9th June 2017
05 Report of the Supervisory Board on assessment of the financial statements
05 Report of the Supervisory Board on assessment of the consolidated financial statements
05 Report of the Supervisory Board on assessment of the consolidated report on payments
05 Report of the Supervisory Board on assessment of the Directors’
05 Report of the Supervisory Board on assessment of the Company’s fulfilment of the disclosure requirements relating to compliance with the corporate governance principles
05 Report of the Supervisory Board on the activities
05 Report of the Supervisory Board on the assessment of the Company’s position, including evaluation of its internal control
05 Report of the Supervisory Board on assessment of reasonableness of the Company’s sponsorship
06 Assessment of the separate financial statements
06 Separate financial statements 2016
07 Consolidated financial statements 2016
07 Assessment of the consolidated financial statements
08 Assessment of the Directors
09 Assessment of the consolidated report on payments
10 Opinion on the Management Board’s proposal on the distribution of net profit for 2016
11 Grant of discharge to Members of the Board
13 AGM 30062017 draft resolution point 13 removal
13 AGM 30062017 draft resolution point appointment
14 AGM 30062017 point 14
15 AGM 30062017 draft resolution point 15

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