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Current Reports

These documents have been prepared and executed in the Polish language. In case of any inconsistency between the Polish language version and any translation hereof made for any purpose, the Polish version shall prevail.

27/2021
14.07.2021
Current Report No. 27/2021
Answers to shareholder's questions
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, its answers to the questions asked by a shareholder during the Annual General Meeting on June 30th 2021, in accordance with Article 428.1 of the Commercial Companies Code.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

26/2021
01.07.2021
Current Report No. 26/2021
List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty S.A. on June 30th 2021
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting held on June 30th 2021, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Annual General Meeting and in the total voting rights.

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2020, item 2080, as amended).

25/2021
30.06.2021
Current Report No. 25/2021
Resolutions passed by Grupa Azoty Annual General Meeting on June 30th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Annual General Meeting on June 30th 2021, together with the results of voting.

The documents voted on by the Annual General Meeting are available on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html. They were also published with the Company’s separate and consolidated full-year reports for 2020, and attached to Current Report No. 23/2021 of June 2nd 2021, as corrected on June 15th 2021.

In connection with the use of a computer system for voting and counting the votes, the Annual General Meeting decided not to appoint a Ballot Counting Committee.

The Annual General Meeting did not leave any items of the planned agenda unaddressed. Objections to Resolutions No. 2, 3, 5, 6, 7 and 9 were raised by shareholders for the record in the minutes.

Legal basis: Par. 19.1.6 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

23K/2021
15.06.2021
Current Report No. 23K/2021
Correction of current report of June 2nd 2021: “Draft resolutions for Grupa Azoty Annual General Meeting convened for June 30th 2021"
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes a correction of Current Report No. 23/2021 released on June 2nd 2021.

As a result of a mistake, one of the documents to be discussed at the Company’s Annual General Meeting convened for June 30th 2021, relevant for the resolutions to be adopted, was not made public in the aforementioned current report. The document is the independent auditor’s report on assessment of the Supervisory Board’s Report on Remuneration of Members of the Management Board and Supervisory Board for 2019 and 2020.

The document, attached hereto, was posted on the Company’s website at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia on the date of convening the Annual General Meeting.

Legal basis: Par. 15.2 in conjunction with Par. 19.1.6 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 March 29th 2018 (Dz.U. of 2018, item 757).

24/2021
09.06.2021
Current Report No. 24/2021
Grupa Azoty S.A. intends to discontinue polyoxymethylene (POM) business
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on June 9th 2021 the Management Board decided that the Company’s activity in the polyoxymethylene (POM) business would be discontinued.

The plan is for the Company to exit the POM business not later than till August 31st 2021.

The analysis revealed that the POM business would not be economically viable in the foreseeable future, which is an indication that the Plastics Segment’s POM business  should be discontinued and its selected assets should be sold.

Consolidated revenue from external sales of POM products in 2020 amounted to PLN 54.1m, and accounted for 0.5% Grupa Azoty S.A. revenue. The planned discontinuation of POM production will reduce the Company’s total CO2 emissions.

The decision to exit the POM business will have no impact on any other operations of the Plastics Segment.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

23/2021
02.06.2021
Current Report No. 23/2021
Draft resolutions for Grupa Azoty Annual General Meeting convened for June 30th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be considered and voted on by the Annual General Meeting of the Company convened for June 30th 2021, as well as documents relevant for those resolutions that have not yet been published.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

22/2021
02.06.2021
Current Report No. 22/2021
Notice of Grupa Azoty Annual General Meeting to be held on June 30th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) hereby convenes an Annual General Meeting of the Company for June 30th 2021, at 10:00 am, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor. For more details, see the Notice of the Annual General Meeting attached as an appendix hereto.

Legal basis: Par. 19.1.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

21/2021
31.05.2021
Current Report No. 21/2021
Supervisory Board’s resolution on appropriation of profit for 2020
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 16/2021 of May 5th 2021, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 31st 2021, the Company’s Supervisory Board gave a favourable opinion on the proposal of the Company’s Management Board for the Annual General Meeting to allocate the entire net profit for the financial year 2020 of PLN 125,627,538.01 to the Company’s reserve funds. 

A final decision on the appropriation of the 2020 profit will be made by the Annual General Meeting.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

20/2021
31.05.2021
Current Report No. 20/2021
Signing a factoring agreement with BNP Paribas Faktoring Sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on May 31st 2021, the Company and its subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Group Companies”, jointly with the Company: the “Factorees”) and BNP Paribas Faktoring Sp. z o.o. (the “Factor”) signed a PLN 500m (or EUR or USD equivalent) master factoring agreement (the “Factoring Agreement”) for indefinite term.

The facility under the Factoring Agreement was made available for the period of 12 months. The facility will be automatically extended for another period of 12 months based on the Factor’s decision communicated to the Factoring Agent no later than 180 days prior to the expiry of the current availability period.

The Factoring Agreement provides for the financing of amounts due to the Company and the Group Companies from their trading partners.

Under the Factoring Agreement, the Factor’s claims are to be secured with:

  1. the Company’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Factoring Agreement;
  2. assignment to the Factor of the Factorees’ receivables from their trading partners which are to be financed under the Factoring Agreement;
  3. assignment to the Factor of the receivables under the Factorees’ receivables insurance agreements, with respect to the rights to compensation for receivables from trading partners which are to be financed under the Factoring Agreement;
  4. power of attorney for the Factor over the Factorees’ bank accounts held with BNP Paribas Bank Polska S.A.

The Company is liable for repayment of all amounts due under the Factoring Agreement, while the Group Companies are liable for repayment of their respective liabilities under the Agreement.

The per annum interest rate under the Agreement is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).

The Factoring Agreement also imposes certain restrictions on the Company and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Company’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.

The terms of the Factoring Agreement do not differ from standard terms used in agreements of such type.

The purpose of the Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financial security through the umbrella nature of facility allocation and authorisation of the Company, as the Factoring Agent, to redistribute the facility, as well as to include new factorees which are the Company’s subsidiaries in the Factoring Agreement.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

19/2021
31.05.2021
Current Report No. 19/2021
Signing factoring agreements with Pekao Faktoring Sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on  May 31st 2021, the Company and its subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Group Companies”, jointly with the Company: the “Factorees”) and Pekao Faktoring Sp. z o.o. (the “Factor”) signed a PLN 250m (or EUR or USD equivalent) factoring agreement (the “Factoring Agreement”), as well as a PLN 250m (or EUR or USD equivalent) agreement for the financing of deliveries (the “Reverse Factoring Agreement”).

The Factoring Agreement and the Reverse Factoring Agreement were concluded for indefinite term. The facilities under those two Agreements will be available for a period of 12 months and will be automatically extended for another 12 months unless, prior to the facility expiry date, the Factor gives notice of intention not to extend them, whereby the Factoring Agreement or the Reverse Factoring Agreement will be terminated on 120 days’ notice with the facilities remaining available to the Factorees during the notice period.

The Factoring Agreement provides for the financing of amounts due to the Company and the Group Companies from trading partners, while the Reverse Factoring Agreement provides for the financing of amounts due to suppliers and service providers from the Company and the Group Companies.

Under the Factoring Agreement, the Factor’s claims are to be secured with:

  1. the Company’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Factoring Agreement;
  2. assignment to the Factor of the Factorees’ receivables from their trading partners which are to be financed under the Factoring Agreement;
  3. assignment to the Factor of the receivables under the Factorees’ receivables insurance agreements, with respect to the rights to compensation for receivables from trading partners which are to be financed under the Factoring Agreement;
  4. power of attorney for the Factor over the Factorees’ bank accounts held with Bank Polska Kasa Opieki S.A.;
  5. financial and registered pledges over receivables from the Factorees’ bank accounts held with Bank Polska Kasa Opieki S.A.

Security for the Factor’s claims required under the Reverse Factoring Agreement is the Company’s notarised declaration of submission to enforcement for up to 120% of the amount of the facility under the Reverse Factoring Agreement.

In accordance with the Factoring Agreement and the Reverse Factoring Agreement, the Company is liable for repayment of all amounts due under each of the Agreements, while the Group Companies are liable for repayment their respective liabilities under the Agreements.

 The per annum interest rate under each of the Agreements is equal to the following reference rates: 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).

The Agreements also impose certain restrictions on the Company and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if a certain level of consolidated net debt to EBITDA is exceeded, which have been made consistent with the revolving credit facility agreement of April 23rd 2015, as amended by the amendment of June 29th 2018, referred to in the Company’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.

The terms of the Factoring Agreement and the Reverse Factoring Agreement  do not differ from standard terms used in agreements of such type.

The purpose of the Factoring Agreement and the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Grupa Azoty Group’s financial security through the umbrella nature of facility allocation and authorisation of the Company, as the Factoring Agent, to redistribute the facilities, as well as to include new factorees which are the Company’s subsidiaries in both the Factoring Agreement and the Reverse Factoring Agreement.   

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

18/2021
13.05.2021
Current Report No. 18/2021
Changes in composition of Grupa Azoty Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that at its meeting held on May 13th 2021 the Company’s Supervisory Board resolved to remove the following persons from the Management Board, with effect from May 17th 2021:

- Witold Szczypiński – Vice President of the Management Board,

- Artur Kopeć – Member of the Management Board.

At the same meeting, the Supervisory Board resolved to appoint Marek Wadowski to the Management Board of the new 12th term of office as its Vice President, with effect as of May 18th 2021.

The Supervisory Board also appointed Zbigniew Paprocki as Member of the Management Board of the new 12th term of office, with effect as of May 18th 2021.

The Supervisory Board, thus, validated the ballot held between March 22nd and April 12th 2021 to elect an employee representative to the Management Board of the 12th term of office and confirmed the election of Zbigniew Paprocki.

The Management Board further announces that Zbigniew Paprocki resigned as Member of the Supervisory Board on May 13th 2021.

The Management Board also announces that Marek Wadowski has made a representation to the effect that as of May 18th 2021 (i.e. on assumption of his responsibilities as Vice President of the Management Board), he will not be engaged in any activities outside Grupa Azoty S.A. that would be in competition with the Company’s business, nor will he be a partner or shareholder in any competing partnership or company or a member of a governing body of any other competing legal entity.

Zbigniew Paprocki has made a representation to the effect that he is not engaged in any activities conducted outside Grupa Azoty S.A. that would be in competition with the Company’s business, nor is he a partner or shareholder in any competing partnership or company or a member of a governing body of any other competing legal entity.


The appointed persons are not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

A brief description of the newly appointed Management Board Members’ educational background, qualifications, previously held positions and employment records is attached to this current report.

Legal basis: Par. 5.4 and Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

17/2021
06.05.2021
Current Report No. 17/2021
Selected estimated consolidated financial results of Grupa Azoty Group for Q1 2021
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes the estimated selected consolidated financial data of the Grupa Azoty Group for Q1 2021:

Revenue: PLN 3,362.0m

EBITDA: PLN 405.1m

Net profit: PLN 85.9m

Results by segment:

Revenue of the Agro Fertilizers segment: PLN 2,018.8m

EBITDA: PLN 261.5m

Revenue of the Chemicals segment: PLN 815.3m

EBITDA: PLN 80.0m

Revenue of the Plastics segment: PLN 386.6m

EBITDA: PLN 7.8m

Revenue of the Energy segment:  PLN 84.6m

EBITDA: PLN 27.6m

Revenue of the Other Activities segment: PLN 56.7m

EBITDA: PLN 20.6m

Positive drivers of the Grupa Azoty Group’s EBITDA included mainly the higher prices of products across all key segments (Fertilizers, Plastics and Chemicals). On the other hand, EBITDA was negatively affected mainly by the higher prices of raw materials used in the Group’s production processes, primarily natural gas, as well as an increase in electricity transmission charges (the new “capacity charge” and revised RES charge) and in the prices of CO2 emission allowances.

EBITDA performance of the Agro Fertilizers segment was largely a result of the higher selling prices of nitrogen, compound and speciality fertilizers compared with Q1 2020, driven by strong demand resulting from high grain prices and lower fertilizer imports. The positive effect of the increase in selling prices was offset by an increase in production costs due to the higher prices of raw materials, mainly natural gas.

The development of the Plastics segment’s EBITDA relative to Q1 2020 was largely a combined effect of the higher average product prices and increased demand across virtually all applications. The prices of key raw materials had a varied effect on EBITDA. In the period under review, some of the prices went up (benzene) and some went down (phenol) on a year-on-year basis.

EBITDA of the Chemicals segment was driven by a surge in the prices of OXO alcohols, melamine, technical grade urea and plasticizers. Demand on most segment markets rebounded versus Q1 2020, with the rebound particularly pronounced in the case of OXO alcohols. The increase in product prices more than offset the increases in the prices of most raw materials used in the Chemicals segment’s production processes.

A significant factor behind net profit posted by the Group for Q1 2021 was also the effect of measurement of financial instruments hedging cash flows of the Polimery Police project, entered into in accordance with the requirements of the credit facilities agreement and resulting from the financing raised in USD and payments made in EUR, mainly to the general contractor. The measurement of these financial instruments had the effect of increasing the Group’s finance costs in Q1 2021 by approximately PLN 90.1m.

The Company’s Management Board considers the information on the estimated consolidated results to be material given that the results generated in Q1 2021 differ from market expectations. At the same time, the estimated consolidated financial results generated in Q1 2021 are lower than the average consolidated results reported by the Company in the corresponding periods of the three previous years, i.e. Q1 2018–2020.

The amounts presented above are estimates and may be subject to change. The consolidated report for Q1 2021 will be issued on May 13th 2021.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

16/2021
05.05.2021
Current Report No. 16/2021
Management Board’s recommendation on allocation of Grupa Azoty’s profit for 2020
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on May 5th 2021 its Management Board passed a resolution to recommend that the Company’s entire net profit for the financial year 2020, of PLN 125,627,538.01, be allocated to the Company’s statutory reserve funds. 

The Management Board recommends that the entire net profit for 2020 be retained by the Company.

The retained profit would be held as a liquidity buffer enabling the implementation of further investment plans after the entire equity contribution to the strategic Polimery Police project was made by December 31st 2020.

Furthermore, dividend payment restrictions are laid down in credit facility agreements concluded by the Company.

The credit facility agreements provide that dividend may be paid if the ratio of consolidated net financial debt to consolidated EBITDA of the Grupa Azoty Group (the “Group”), determined in accordance with the credit facility agreements, is no higher than 2.5 as at December 31st of a financial year (actual level based on the audited consolidated financial statements) and as at June 30th and December 31st of the next year (levels determined taking into account the consolidated budget). The ratio calculated based on the Group’s consolidated financial statements for 2020 was 2.10 as at December 31st 2020. However, based on the Group’s current consolidated budget these conditions will not be met as at June 30th and December 31st 2021.

In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to decide on the allocation of net profit for the financial year 2020.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

15/2021
29.04.2021
Current Report No. 15/2021
Execution of factoring agreement with CaixaBank S.A. Polish Branch
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on April 29th 2021 the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) payment services and financing agreement (the “Reverse Factoring Agreement”) with CaixaBank S.A. Polish Branch (the “Bank”) for an indefinite term.

The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Bank or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period.

The Reverse Factoring Agreement provides for the financing of the Company’s and the Group Companies’ liabilities towards their suppliers and service providers.

The Bank’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Company, for up to 120% of the value of the Reverse Factoring Agreement.
The Company is liable for all payments due under the Reverse Factoring Agreement, while each of the Group Companies is liable exclusively for payments due from it thereunder.

The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Bank’s margin (if the reference rate is below 0, the Bank’s margin is the minimum rate).
The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type.

The Reverse Factoring Agreement also imposes certain restrictions on the Company and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Company’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financing security by establishing an umbrella structure of facility limit allocation and authorising the Company, acting as the Factoring Agent, to redistribute the facility limits and to allow its other subsidiaries to accede to the Reverse Factoring Agreement as clients.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

14/2021
29.04.2021
Current Report No. 14/2021
Execution of reverse factoring agreement with ING Commercial Finance Polska S.A.
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on April 29th 2021 the Company and its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Group Companies”) signed a PLN 500m (or EUR or USD equivalent) reverse factoring agreement (the “Reverse Factoring Agreement”) with ING Commercial Finance Polska S.A. (the “Factor”) for an indefinite term.

The facility under the Reverse Factoring Agreement is available for a period of 12 months and is automatically extended for another 12 months unless the Factor or the Factoring Agent gives notice of intention not to extend it no later than 120 days before expiry of the current availability period.

The Reverse Factoring Agreement provides for the financing of the Company’s and the Group Companies’ liabilities towards their suppliers and service providers.

The Factor’s claims under the Reverse Factoring Agreement are secured by a notarised statement of submission to enforcement made by the Company, for up to 120% of the value of the Reverse Factoring Agreement.
The Company is liable for all payments due under the Reverse Factoring Agreement, while each of the Group Companies is liable exclusively for payments due from it thereunder.

The per annum interest rate is equal to the reference rates of 1M WIBOR for financing denominated in the złoty, 1M EURIBOR for financing denominated in the euro, and 1M LIBOR for financing denominated in the US dollar, plus the Factor’s margin (if the reference rate is below 0, the Factor’s margin is the minimum rate).
The terms of the Reverse Factoring Agreement do not differ from standard terms used in agreements of such type.

The Reverse Factoring Agreement also imposes certain restrictions on the Company and the Group Companies, including restrictions on disposal or encumbrance of their material assets, granting loans and guarantees, paying dividends and incurring financial liabilities above the consolidated net debt to EBITDA ratio, which have been made consistent with the credit facility agreement of April 23rd 2015 amended by the Amending Agreement of June 29th 2018, as announced in the Company’s Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the Group’s financing security by establishing an umbrella structure of facility limit allocation and authorising the Company, acting as the Factoring Agent, to redistribute the facility limits and to allow its other subsidiaries to accede to the Reverse Factoring Agreement as clients.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

13/2021
19.04.2021
Current Report No. 13/2021
Appointment of Grupa Azoty Management Board members for 12th term of office
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Legal basis: Art. 56.1.2.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that the Company’s Supervisory Board, acting pursuant to Art. 368.4 of the Commercial Companies Code and Art. 32.1.1 in conjunction with Art. 23.1, Art. 23.2 and Art. 24.1 of the Company’s Articles of Association, in conjunction with Section 1.2 of the Rules of Procedure for the Company’s Supervisory Board, at its meeting held on April 19th 2021, passed resolutions appointing the following persons as members of Grupa Azoty S.A.’s Management Board for the new 12th term of office, with effect from May 18th 2021:

Tomasz Hinc – as President of the Management Board,
Filip Grzegorczyk – as Vice President of the Management Board,
Mariusz Grab – as Vice President of the Management Board,
Tomasz Hryniewicz – as Vice President of the Management Board,
Grzegorz Kądzielawski – as Vice President of the Management Board.

The persons appointed to the Management Board are not engaged in any activities conducted outside the Company which would be in competition with the Company’s business, nor are they partners in any partnerships under civil law or partnerships of any other type or shareholders in any company, nor members of governing bodies of any legal person competing with the Company’s business. 

The appointed persons are not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act. 

Tomasz Hinc has served as President of the Management Board since December 1st 2020.

Filip Grzegorczyk has served as Vice President of the Management Board since December 15th 2020.

Mariusz Grab has served as Vice President of the Management Board since May 17th 2018 (from October 22nd to November 30th 2020 – President of the Management Board).

Tomasz Hryniewicz was appointed as Member of the Company’s Management Board on June 12th 2019. Since June 5th 2019, he has served as Vice President of the Management Board.

Grzegorz Kędzielawski has served as Vice President of the Management Board since June 20th 2017.

A brief description of the newly appointed Management Board Members’ educational background, qualifications, previously held positions and employment records is attached to this current report.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

12/2021
17.04.2021
Current Report No. 12/2021
Regional Court judgment on action to repeal Resolution No. 5 of Grupa Azoty S.A. Extraordinary General Meeting of August 20th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 48/2020 of November 5th 2020 announcing the filing by a Shareholder of an action to repeal Resolution No. 5 of the Extraordinary General Meeting of Grupa Azoty S.A. (the “Company”) of August 20th 2020 to grant consent to execute legal transactions that could result in disposal of the Company’s non-current assets, the Management Board announces, in connection with the publication on April 17th 2021 of the judgment on the information website of the Regional Court of Kraków following examination of the case on April 1st 2021 in a closed session, that the Regional Court of Kraków, 9th Commercial Division, issued a judgment dismissing the action.

The judgment is not final.

Legal basis: Par. 19.1.10 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 March 29th 2018 (Dz.U. of 2018, item 757).

11/2021
29.03.2021
Current Report No. 11/2021
Vice President of the Management Board not to seek reappointment
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that in the course of the recruitment procedure for members, including President and Vice Presidents, of the Management Board of Grupa Azoty S.A., which is being conducted by the Company's Supervisory Board, on March 29th 2021 it was notified that Witold Szczypiński will not seek reappointment to the Management Board of the next term.

Accordingly, Witold Szczypiński will continue to serve as Vice President of the Management Board until his term of office expires on expiry of the joint term of office of the current Management Board.

Legal basis: Par. 5.4) 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 March 29th 2018 (Dz.U. of 2018, item 757).

10/2021
27.03.2021 19:46
Current Report No. 10/2021
Change of release date for separate and consolidated full-year reports for 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 5/2021 of January 21st 2021, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full-year reports for 2020 has been changed from March 31st, 2021 to April 15th 2021. Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments has also been changed to April 15th 2021.

Accordingly, the Management Board announces that periodic reports due for release in 2021 will be released as per the following updated schedule:

  1. First and third quarter interim results:
    1. Q1 2021 complete consolidated report – May 13th 2021
    2. Q3 2021 complete consolidated report – November 9th 2021
  2. Half-year interim results:
    1. H1 2021 complete consolidated report – September 9th 2021
  3. Full-year results:
    1. 2020 separate full-year report – April 15th 2021
    2. 2020 consolidated full-year report – April 15th 2021.

The 2020 consolidated report on payments to governments will be released on April 15th 2021.

Legal basis: Par. 80.2 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 March 29th 2018

9/2021
26.03.2021
Current Report No. 9/2021
Estimated selected consolidated financial results of Grupa Azoty Group for the fourth quarter of 2020 and for 2020
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes the estimated selected consolidated financial data of the Grupa Azoty Group for Q4 2020:

Revenue: 2,735.9m
EBITDA: 318.6m
Net profit: 92.3m

and the estimated selected consolidated financial data of the Grupa Azoty Group for 2020:

Revenue: 10,524.5m
EBITDA: 1,321.5m
Net profit: 355.4m

The Company’s Management Board considers the information on the consolidated results to be material in light of the recorded improvement in financial performance in the fourth quarter of 2020 relative to the corresponding periods of the three prior years. Furthermore, the results for the fourth quarter of 2020 differ from market expectations.

The Company's Management Board also reports that these results include compensation payable to eligible companies of the Grupa Azoty Group for 2019 and 2020 under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors, estimated at some PLN 218.8m as well as funding received under the Act on Special Arrangements to Prevent, Counteract and Combat COVID-19, Other Infectious Diseases and Crisis Situations Caused by Them of March 2nd 2020, version 4.0. The amount of the funding granted to Grupa Azoty Group companies was PLN 64.9m

The Grupa Azoty Group’s financial results are currently being reviewed by the auditor, as required under applicable regulations. The amounts presented above are estimates and may be subject to change. The final financial results for 2020 will be released on March 31st 2021.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

8/2021
24.03.2021
Current Report No. 8/2021
Expected effect of one-off non-cash items on earnings
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of one-off non-cash items on the Company’s consolidated financial statements for 2020.

The Company recognised in its accounts the measurement of derivative instruments provided for in the shareholder agreement signed between the shareholders of the Company’s subsidiary and the associate of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”, and jointly – the “Original Sponsors”) – Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), which is implementing the strategic investment project Polimery Police (the “Project”).

The shareholder agreement was entered into on May 31st 2020 between the Original Sponsors, GA Polyolefins and Grupa LOTOS S.A. (“Grupa LOTOS”), Hyundai Engineering Co., Ltd. (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”, and jointly – the “Joint Sponsors”). Information about the execution of the shareholder agreement and its key provisions was announced in Current Report No. 24/2020 on May 31st 2020.

The shareholder agreement provides in particular for a put option for Hyundai and KIND and a call option (with respect to the shares held by Hyundai) for the Original Sponsors, in each case with respect to the GA Polyolefins shares with a total value (calculated on the basis of the price originally paid by Hyundai and KIND) of up to USD 70,000,000, for the same amount expressed in USD, in the case of the put option – additionally reduced by any dividends paid to Hyundai and KIND by the put option exercise date. The parties agreed that the call option could be exercised from the earlier of the actual Project completion date or January 1st 2025, and the put option – from the later of the expiry of the lock-up period, i.e. three years from the actual Project completion date, or January 1st 2027, with the exercise of the call option causing the expiry of the put option and vice versa. The parties agreed that the options would expire on or before December 31st 2035.

Therefore, in the context of the Company’s separate financial statements, the options are derivative financial instruments. The rights and obligations of the Original Sponsors in connection with the instruments are joint and several. The Company measured the value of the options as at December 31st 2020 relying on a valuation prepared by an independent expert based on assumptions specified by the Original Sponsors and relevant market parameters. The options are recognised in the financial statements of the Company and GA Police in proportion to the size of the shareholdings in GA Polyolefins.

Accordingly, the Company recognised in its separate financial statements financial assets of PLN 43,342 thousand on account of a derivative instrument – the call option, and financial liabilities of PLN 19,038 thousand on account of a derivative instrument – the put option. The effect on earnings amounted to PLN 24,304 thousand. The matter has no effect on separate EBITDA.

In the Company’s consolidated financial statements, a liability was recognised relating to future acquisition of the put option shares held by non-controlling shareholders, at the present value of the put option exercise price estimated at approximately PLN 230m, with a simultaneous reduction of the non-controlling shareholders’ equity and recognising the difference under equity. The recognition has no effect on consolidated EBITDA and its effect on the consolidated net result is not material.

In addition, the shareholder agreement provides for additional mechanisms enabling the Joint Sponsors to exit the investment in GA Polyolefins. In particular, the mechanisms enable Grupa LOTOS, Hyundai and KIND to exit the investment – with respect to shares not covered by the put or call option – following a buyback of the shares by GA Polyolefins at fair value for cancellation. Such buyback should be made with funds generated and accumulated by GA Polyolefins after full repayment of senior debt financing.

In view of the above, the amount of contribution paid for GA Polyolefins shares subscribed for by Grupa LOTOS, Hyundai and KIND, which can be bought back in the future for cancellation in accordance with the shareholder agreement, is recognised in the consolidated financial statements as a financial liability and measured taking into account the required level of profitability of the Joint Sponsors’ investment. The amount of the financial liability as at December 31st 2020 is approximately PLN 334m. The matter had no effect on consolidated EBITDA or consolidated net result.

As the audit of the Company’s financial statements for 2020 has not yet been completed, the above amounts are not final and are subject to change.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

7/2021
25.02.2021
Current Report No. 7/2021
Fulfilment of conditions precedent to Financial Closing
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 23/2020 of May 31st 2020, Current Report No. 24/2020 of May 31st 2020, Current Report No. 44/2020 of October 7th 2020, and Current Report No. 52/2020 of November 16th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on February 25th 2021 Grupa Azoty Polyolefins S.A., a subsidiary of the Company and associate of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Polyolefins”), was notified by Bank Polska Kasa Opieki S.A., acting as the Facility Agent, that it had received all the documents and/or information necessary to fulfil the conditions precedent to the Financial Closing under the Credit Facilities Agreement (as defined in Current Report No. 23/2020 of May 31st 2020), as amended, in form and substance satisfactory to the Lenders.

The Financial Closing having been therefore reached, GA Polyolefins may now apply for disbursement of funds under the Credit Facilities, subject to specific conditions for the first drawdown on each Facility and additional conditions for each disbursement, which do not differ from standard terms and conditions applicable to similar financing arrangements.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

6/2021
23.02.2021
Current Report No. 6/2021
Execution of agreement with Małopolska Region on cooperation in implementing integrated project LIFE EKOMAŁOPOLSKA - “Implementation of Regional Action Plan for Climate and Energy"
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on February 23rd 2021 the Company and the Małopolska Region signed an agreement on cooperation in implementing the integrated project LIFE EKOMAŁOPOLSKA (the “Agreement”).

In the Agreement, the parties define the main principles of cooperation in implementing a climate protection policy and the integrated project LIFE EKOMAŁOPOLSKA – “Implementation of the Regional Action Plan for Climate and Energy” (the “Project”), financed with a LIFE financial instrument and European Union funds.

The Company has declared that it will:

a) strive to achieve climate neutrality in its production processes and activities carried out in the Małopolska Region by 2050,
b) implement projects supporting the energy transformation process, especially those involving the use of renewable energy sources, and reduction of greenhouse gas emission by 2030,
c) seek to decarbonise industrial activity and minimise the carbon footprint,
d) develop green ammonia and green hydrogen technologies,
e) implement R&D projects that will contribute to the achievement of environmental and climate objectives set out in the European Green Deal,
f) provide expertise and support for the purposes of implementing the integrated project LIFE EKOMAŁOPOLSKA – “Implementation of the Regional Climate and Energy Action Plan for the Małopolska Region”.

The Małopolska Region has declared that it will use its own funds and resources in order to meet the Project requirements and achieve its main objectives.

The Parties to the Agreement have represented that they will collaborate in developing/preparing assessments, expert opinions and plans regarding transformation of the energy-intensive industry in the Małopolska Region, which are to be drawn up as part of the LIFE EKOMAŁOPOLSKA Project.

The Agreement does not provide for any financial flows between its parties and no transfer of funds will take place as part of the cooperation.

The Agreement has been made for an indefinite period and until the completion of the LIFE EKOMAŁOPOLSKA Project – “Implementation of the Regional Action Plan for Climate and Energy”, assuming that the Project will be completed in December 2030.

Either party may withdraw from the Agreement by giving written notice to the other party.

Grupa Azoty S.A., aware of air pollution and climate change as well as the inevitable energy transition in industry and the economy as a whole, wishes to engage in all initiatives conducive to achieving climate and environmental goals. One of the initiatives taken is the above project of the Małopolska Region.

Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

5/2021
21.01.2021
Current Report No. 5/2021
Notice of full year and interim results in financial year 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Grupa Azoty S.A. (the “Company”) will announce its 2020 full year results and 2021 interim results as per the following schedule:

1. First and third quarter interim results:

- Q1 2021 complete consolidated report – May 13th 2021

- Q3 2021 complete consolidated report – November 9th 2021

2. Half-year interim results:

- H1 2021 complete consolidated report – September 9th 2021

3. Full year results:

- 2020 separate full year report – March 31st 2021

- 2020 consolidated full year report – March 31st 2021

The 2020 consolidated report on payments to governments will be released on March 31st 2021.

Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 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 March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate quarterly condensed consolidated financial statements and quarterly financial information.

Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.

Further, the Company will not publish separate or consolidated quarterly results for Q4 2020 and Q2 2021, as permitted under Par. 79.2 of the Regulation.

Legal basis: Par. 80.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

4/2021
11.01.2021
Current Report No. 4/2021
Biographical note and representations of newly appointed Chairwoman of Grupa Azoty Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 01/2021 of January 8th 2021, the Management Board of Grupa Azoty S.A. (the “Company”) presents, attached hereto, a brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Chairwoman of the Company’s Supervisory Board, Ms Magdalena Butrymowicz.

The Management Board further announces that Ms Magdalena Butrymowicz has made a representation to the effect that she is not engaged in any activities competing with the Company’s business, nor is she a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities. 

The representation received by the Company includes a statement to the effect that the new Chairwoman of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

3/2021
08.01.2021
Current Report No. 3/2021
Shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting of Grupa Azoty S.A. held on January 8th 2021
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on January 8th 2021, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in the total voting rights.

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2020, item 2080)

2/2021
08.01.2021
Current Report No. 2/2021
Resolutions passed by Grupa Azoty Extraordinary General Meeting on January 8th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Extraordinary General Meeting on January 8th 2021, together with the results of voting on the resolutions.


In connection with the use of a computer system for voting and counting the votes, the Extraordinary General Meeting decided not to appoint a Ballot Counting Committee.

The Extraordinary General Meeting did not leave any items of the planned agenda unaddressed.

During the meeting, no objections concerning the adopted resolutions were raised and requested to be recorded in the minutes.

Legal basis: Par. 19.1.6 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 March 29th 2018 (Dz.U. of 2018, item 757).

1/2021
08.01.2021
Current Report No. 1/2021
Appointment of Chair of Grupa Azoty Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 8th 2021, by resolution of the Extraordinary General Meeting, Magdalena Butrymowicz was appointed to the Company’s Supervisory Board.

At the same time, the Extraordinary General Meeting appointed Magdalena Butrymowicz as Chair of the Company’s Supervisory Board of the 11th term of office.

The resolutions became effective upon adoption.

A brief description of the educational background, qualifications, previously held positions and employment records of the newly appointed Chair of the Supervisory Board, together with the representations required from her, will be published by the Company as soon as practicable.

Legal basis: Par. 5.5of 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 March 29th 2018 (Dz.U. of 2018, item 757).

60K/2020
04.01.2021
Current Report No. 60K/2020
Biographical note of new Supervisory Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 60/2020 of December 30th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that it has received from the newly appointed member of the Supervisory Board Mr Marcin Mauer a curriculum vitae supplemented to include his positions on supervisory bodies.

The supplemented curriculum vitae of Mr Marcin Mauer is attached to this current report.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

60/2020
30.12.2020
Current Report No. 60/2020
Biographical note and representations of new Supervisory Board member
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 58/2020 of December 29th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) presents, attached hereto, a brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Member of the Company’s Supervisory Board, Mr Marcin Mauer.

The Management Board further announces that Mr Marcin Mauer has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of governing bodies of any other competing legal entities.

The representation received by the Company includes a statement to the effect that the new Member of the Supervisory Board is not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

59/2020
29.12.2020
Current Report No. 59/2020
Termination of coal purchase contracts
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Legal basis: Art. 17(1) of MAR – Inside information

Further to Current Report No. 7/2018 issued on March 12th 2018, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 29th 2020 the Company submitted to Polska Grupa Górnicza S.A. of Katowice (the “Seller”) a notice of termination of the bilateral coal sale contracts (the “Contracts”) executed on March 12th 2018 by the Company and its subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly the “Customers”).

The subject matter of the Contracts is the sale of thermal coal produced at the Seller’s mines and intended for consumption at the Customers in quantities specified in the respective Contracts, based on uniform business terms for the Customers.

The reason for terminating the Contracts is a reduction in the quantities of coal to be consumed by the Customers as from 2022, related to:

- conversion of the heat and power generation system from fine coal to a different fuel,

- planned investments in the CHP plants aimed at converting them to a different fuel and improving their efficiency,

- improved energy efficiency of industrial processes resulting in lower heat consumption.

The termination notices submitted by the Company and other Customers to the Seller are subject to the 24 months’ notice period, with effect as of the end of the calendar year in which the notice period expires, i.e. December 31st 2022.

The Company warrants that the termination of the Contracts will not disrupt their operations. Failure to terminate the Contracts would result in excessive difficulties related to reception of the fine coal and in negative financial consequences from their continued performance.

Despite the Contracts having been terminated, the Company intends to continue its long-term business cooperation with the Seller, on new mutually agreed terms, adapted to reflect the quantities of coal actually needed by the Customers and the prevailing market conditions.

At the same time, the Company announces that a negotiation  team is already working to reach an agreement with respect to future business relations between the parties.

The Seller is the main supplier of fine coal to companies of the Grupa Azoty Group, the value of its supplies made throughout 2020 estimated at PLN 187.2m (exclusive of VAT).

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

58/2020
29.12.2020
Current Report No. 58/2020
Appointment of Supervisory Board Member
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company") announces that on December 29th 2020 it was notified by the Minister of State Assets of the appointment of Marcin Mauera to the Company's Supervisory Board under Art. 16.2 of the Company's Articles of Association as of December 28th 2020.

A brief description of the newly appointed Supervisory Board Member’s educational background, qualifications, previously held positions and employment records, together with all the representations required from him, will be published by the Company as soon as practicable.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

57/2020
11.12.2020
Current Report No. 57/2020
Draft resolutions for Grupa Azoty Extraordinary General Meeting convened for January 8th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions to be debated at the Extraordinary General Meeting of the Company convened for January 8th 2021.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

attachments - to be added

56/2020
11.12.2020
Current Report No. 56/2020
Notice of Extraordinary General Meeting of Grupa Azoty to be held on January 8th 2021
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2020, item 2080) – Current and periodic information

Acting pursuant to Art. 399.1 and Art. 400.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses 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, with a share capital of PLN 495,977,420 (paid up in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on January 8th 2021, at 12:00 pm (noon), at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.

The total number of Grupa Azoty shares is 99,195,484. As at January 8th 2021, the number of votes attached to these shares is 99,195,484.

The Extraordinary General Meeting is being convened at the request of the State Treasury, being a shareholder representing at least one-twentieth of the Company’s share capital, submitted on December 9th 2020 (under Art. 400.1 of the Commercial Companies Code and Art. 42.1.4) of the Company's Articles of Association). The requesting shareholder has also proposed that the following items be placed on the agenda of the General Meeting:

  1. Passing resolutions to change the composition of the Grupa Azoty S.A. Supervisory Board
  2. Passing a resolution to appoint the Chairperson of the Grupa Azoty S.A. Supervisory Board of the 11th term of office

Agenda:

  1. Opening of the Meeting.
  2. Appointment of the Chairperson of the Meeting.
  3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Extraordinary General Meeting.
  6. Appointment of a Ballot Counting Committee for the Extraordinary General Meeting.
  7. Passing resolutions to change the composition of the Grupa Azoty S.A. Supervisory Board
  8. Passing a resolution to appoint the Chairperson of the Grupa Azoty S.A. Supervisory Board of the 11th term of office.
  9. Current information for the Shareholders.
  10. Closing of the Meeting.

Right to participate in the General Meeting

Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to participate in the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at December 23rd 2020 (the record date).

To be able to attend the Extraordinary General Meeting, holders of rights attached to book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to attend the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of the Extraordinary General Meeting, i.e. on or after December 11th 2020,and no later than on the first weekday following the record date, i.e. December 24th 2020. Personal 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 securities depository in accordance with the Act on Trading in Financial Instruments.

The list of shareholders entitled to attend 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 January 4th, 5th and 7th 2021, from 8:00 am to 4:00 pm. 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##.

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 persons authorised to represent the legal persons.

A proxy may exercise all the rights of a shareholder 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 will make a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a 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. 331 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. 331 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##. 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 need to be signed with a qualified electronic signature.

The procedure for identification of the principal applies accordingly to a notification of revoking a power 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 a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the 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 a certain matter 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 December 18th 2020. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia from the date of convening the Extraordinary General Meeting.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to 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 March 29th 2018 (Dz.U. of 2018, item 757).

Any additional materials 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 General Meeting is available on the Company’s website at www.grupaazoty.com, in the Investor Relations/General Meeting of Shareholders section (i.e. at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia).

INFORMATION ON PERSONAL DATA PROTECTION
IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF
GRUPA AZOTY S.A.

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”).

Therefore, the Company states that:

a) the controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address ##ipgcdl#at#vgjeppodin.rdb## or postal address: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;

b) For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland

c) The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM[1], allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;

d) The Company processes: (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;

e) Shareholders’ personal data may be collected by the Company from entities operating the securities depository, as well as from other Shareholders – with respect to the data included in powers of proxy;

f) The legal basis for the processing of your personal data by the Company is:

  • Article 6.1(c) of GDPR – the processing is required to comply with the legal obligations of the Controller: (i) obligation under the Commercial Companies Code regarding preparation and storage of lists of shareholders and lists of attendance at the EGM, (ii) obligation to enable the shareholders to vote through a proxy and to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
  • Article 6.1.(f) of GDPR – legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) enforcement of or defence of any legal claims;

g) Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;

h) Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of or against the Company;

i) Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to do so results in the Shareholder’s inability to participate in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;

j) You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; You should bear in mind that these rights are not absolute and there are certain exceptions as to when they may be exercised provided for in the applicable laws and regulations;

k) You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.

Legal basis: Par. 19.1.1 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 March 29th 2018 (Dz.U. of 2018, item 757).


[1]In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.

55/2020
04.12.2020
Current Report No. 55/2020
Appointment of Vice President of Grupa Azoty Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 4th 2020 the Supervisory Board of the Company appointed Filip Grzegorczyk as Vice President of the Management Board of the 11th term, with effect from December 15th 2020.

The Management Board further announces that Filip Grzegorczyk has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of a governing body of any other competing legal entity.

Filip Grzegorczyk is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment records is attached to this current report.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

54/2020
30.11.2020
Current Report No. 54/2020
Resignation by Chairman of Grupa Azoty Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A (the “Company”) announces that on November 30th 2020 it received a notice of resignation from Mr Marcin Pawlicki from his position as Chairman and Member of the Company’s Supervisory Board.

Mr Pawlicki did not specify the reasons for his resignation.

Legal basis: Par. 5.4) 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 March 29th 2018 (Dz.U. of 2018, item 757).

53/2020
27.11.2020
Current Report No. 53/2020
Registration by Court of share capital increase at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 51/2020 of November 16th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 27th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of the Company’s subsidiary Grupa Azoty Polyolefins S.A. of Police (“GA Polyolefins”).

Following the registration, the share capital of GA Polyolefins was increased from PLN 599,283,310 to PLN 922,968,300. The number of shares of all issues currently totals 92,296,830 (previously: 59,928,331). Their par value is PLN 10 per share.

As a result of the share capital increase at GA Polyolefins, the number of shares held by the Company did no change and amounts to 28,166,316 shares with a par value of PLN 10 per share and total value of PLN 281,663,160.

At present, the Company’s direct interest in the share capital of GA Polyolefins is 30.52%. The other shareholders in GA Polyolefins are: the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (34.41% of the share capital), Grupa LOTOS S.A. of Gdańsk (17.30% of the share capital), Hyundai Engineering Co., Ltd of Seoul, South Korea (16.63% of the share capital), and Korea Overseas Infrastructure & Urban Development Corporation of Seoul, South Korea (1.14% of the share capital).

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

52/2020
17.11.2020
Current Report No. 52/2020
Performance of obligations under transaction documents for equity investment in Polimery Police project
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 24/2019 of April 26th 2019, Current Report No. 58/2019 of October 31st 2019, Current Report No. 73/2019 of November 22nd 2019, Current Report No. 74/2019 of December 6th 2019, Current Report No. 77/2019 of December 13th 2019, Current Report No. 80/2019 of December 23rd 2019, Current Report No. 23/2020 of May 31st 2020, Current Report No. 24/2020 of May 31st 2020, and Current Report No. 51/2020 of November 16th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 16th 2020 the Company and its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”, and jointly with the Company “Original Sponsors”) performed their obligations under equity investment agreements executed in connection with the Polimery Police project (the “Transaction Documents”) (the “Project”) with Hyundai Engineering Co., Ltd. (“Hyundai”), Korea Overseas Infrastructure & Urban Development Corporation (“KIND”), and Grupa LOTOS S.A. (“Grupa LOTOS”) (jointly “the Co-Sponsors”).

In connection with the Project, on November 16th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, passed a resolution to increase GA Polyolefins’ share capital. In performance of their obligations under the Transaction Documents, on November 16th 2020 each of the Co-Sponsors entered into a subscription agreement with GA Polyolefins whereby Hyundai acquired 15,348,963 (fifteen million, three hundred and forty-eight thousand, nine hundred and sixty-three) Series G shares, KIND acquired 1,052,184 (one million, fifty-two thousand, one hundred and eighty-four) Series G shares, and Grupa LOTOS acquired 15,967,352 (fifteen million, nine hundred and sixty-seven thousand, three hundred and fifty-two) Series G shares. Following the execution of the subscription agreements, the Co-Sponsors made cash contributions to pay for the new shares in GA Polyolefins as follows: Hyundai paid GA Polyolefins USD 73,000,000 (equivalent to PLN 275,808,600, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020), KIND paid USD 5,000,000 (equivalent to PLN 18,891,000, as translated at the NBP rate for November 16th 2020 (Table 223/A/NBP/2020 of November 16th 2020), and Grupa LOTOS paid PLN 300,000,000. As a result, the shareholding structure of GA Polyolefins following registration of the share capital increase will be as follows: GA Police will hold 34.41%, the Company will hold directly 30.52%, Grupa LOTOS will hold 17.3%, Huyndai will hold 16.63%, and KIND will hold 1.14% of the GA Polyolefins share capital, with these percentages corresponding both to the shareholders’ respective ownership interests in GA Polyolefins and to their shares in the total vote at the General Meeting of GA Polyolefins.

On November 16th 2020, the Extraordinary General Meeting of GA Polyolefins, a subsidiary of the Company, also passed a resolution to amend the Articles of Association of GA Polyolefins. Following the registration of the amendments by the competent registry court, the corporate governance principles agreed in the shareholder agreement referred to in Current Report No. 24/2020 of May 31st 2020 will apply at GA Polyolefins.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

51/2020
16.11.2020
Current Report No. 51/2020
Share capital increase at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 16th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, passed a resolution to increase the share capital of GA Polyolefins through the issue of Series G ordinary shares and waiver of all shareholders’ pre-emptive rights with respect to all Series G shares.

The share capital of GA Polyolefins was increased by PLN 323,684,990.00 (three hundred and twenty-three million, six hundred and eighty-four thousand, nine hundred and ninety złoty) through the issue of 32,368,499 (thirty-two million, three hundred and sixty-eight thousand, four hundred and ninety-nine) new Series G registered shares with a par value of PLN 10 (ten złoty) per share (“Series G Shares”) to PLN 922,968,300.00 (nine hundred and twenty-two million, nine hundred and sixty-eight thousand, three hundred złoty). Series G Shares will be acquired through private placement by:

  1. Hyundai Engineering Co., Ltd of Seoul, South Korea (“Hyundai”), which will acquire 15,348,963 (fifteen million, three hundred and forty-eight thousand, nine hundred and sixty-three) Series G Shares;
  2. Korea Overseas Infrastructure & Urban Development Corporation of Seoul, South Korea (“KIND”), which will acquire 1,052,184 (one million, fifty-two thousand, one hundred and eighty-four) Series G Shares;
  3. Grupa LOTOS S.A. of Gdańsk, Poland (“Lotos”), which will acquire 15,967,352 (fifteen million, nine hundred and sixty-seven thousand, three hundred and fifty-two) Series G Shares.

The cash contributions to be made to pay for all Series G Shares will total PLN 594,699,600. The share premium of Series G Shares, of PLN 271,014,610, will be allocated to the statutory reserve funds of GA Polyolefins.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

50/2020
13.11.2020
Current Report No. 50/2020
Appointment of President of Grupa Azoty Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company) announces that on November 13th 2020 the Supervisory Board of the Company appointed Mr Tomasz Hinc as President of the Management Board of the 11th term of office, with effect from December 1st 2020.

The Management Board further announces that Tomasz Hinc has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner or shareholder in any competing partnership or company, or a member of a governing body of any other competing legal entity.

Tomasz Hinc is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

A brief description of the newly appointed President’s educational background, qualifications, previously held positions and employment record is attached to this current report.

Further to Current Report No. 47/2020 of October 22nd 2020, the Management Board also announces that following the appointment of Tomasz Hinc as President of the Management Board, Mr Mariusz Grab will cease to serve in the capacity of acting President of the Management Board.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

49/2020
10.11.2020
Current Report No. 49/2020
Notification of change in holding of shares following intra-group transactions
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Legal basis: Art. 70.1 of the Public Offering Act – acquisition or disposal of a significant holding of shares

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 10th 2020 received notification provided by the attorney:

  1. Norica Holding S.à r.l. with its registered seat in Luxembourg (“Norica”) which acts as attorney-in-fact of: Mr. Viatcheslav Kantor, citizen of Israel, (“Mr. Kantor”),
  2. and, Terasta Enterprises Ltd, with its registered seat in Nikis & Kastoros, 2 1087, Nicosia, Cyprus („Terasta”) and Redbrick Holding S.à r.l., with its registered seat in 18,  rue Erasme, L-1468, Luxembourg („Redbrick Holding”) and Redbrick Investments S.à r.l., with its registered seat in 18,  rue Erasme, L-1468, Luxembourg („Redbrick Investments”) and JSC Acronagroservice , a joint stock company  with its registered seat in Acron Site, Novogorod region, 173012 Veliky Novogorod, Russia (“Acronagroservice”), pursuant to Article 69a.1 (3) and Article 87.5.1 of the Act of 29 July 2005 on Public Offering and the Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies (“POA”)

In accordance with the submitted notification, in the process intragroup transaction i.e. by transferring on 5th November 2020 by Redbrick Investments to Acronagroservice (entity controlled by Mr. Viatcheslav Kantor, citizen of Israel through his subsidiaries: Terasta, Redbrick Holding  and Redbrick Investments) block of shares in JSC Acron, joint stock company with its registered seat in Veliky Novgorod in Russia (“Acron”), Acronagroservice become a dominant entity over Acron (the “Transaction”) and consequently indirectly through its subsidiaries: Acron, TrustService Limited Liability Company with its registered seat in Veliky Novgorod in Russia (“TrustService”), Norica, Opansa Enterprises Limited with its registered seat in Nicosia, address: Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered into the Registrar of Entrepreneurs under No. HE 309640 („Opansa”) and Rainbee Holdings Limited with its registered seat in Nicosia, address: Nikis & Kastoros, 2, 1087 Nicosia, Cyprus, entered into the Registrar of Entrepreneurs under No. HE 309661 („Rainbee”), acquired 19,657,350 shares of Grupa Azoty S.A. with its registered office in Tarnów, KRS number: 0000075450 (hereinafter “Company”) representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders, what resulted in indirect crossing the 15% threshold in total number of votes at the General Meeting of Shareholders of the Company.

As a result of the Transaction:

 - Mr. Kantor indirectly, through Terasta, Redbrick Holding, Redbrick Investment, Acron, TrustService, Norica, Opansa and Rainbee disposed 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders; and simultaneously indirectly, thorough Terasta, Redbrick Holding, Redbrick Investment, Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee, acquired 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

 - Terasta (entity directly controlled by Mr. Kantor) indirectly disposed through Redbrick Holding, Redbrick Investment, Acron, TrustService, Norica, Opansa and Rainbee 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders; and simultaneously indirectly, thorough Redbrick Holding, Redbrick Investment, Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee, acquired 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

 - Redbrick Holding (entity directly controlled by Terasta and indirectly controlled by Mr. Kantor) indirectly disposed through Redbrick Investment, Acron, TrustService, Norica, Opansa and Rainbee 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders; and simultaneously indirectly, thorough Redbrick Investment, Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee, acquired 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

 - Redbrick Investment (entity directly controlled by Redbrick Holding and indirectly controlled by Terasta and Mr. Kantor) indirectly disposed through Acron, TrustService, Norica, Opansa and Rainbee 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders; and simultaneously indirectly thorough Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee, acquired 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

 - Acronagroservice (entity directly controlled by Redbrick Investment and indirectly controlled by Redbrick Holding, Terasta and Mr. Kantor) indirectly acquired through Acron, TrustService, Norica, Opansa and Rainbee 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders.

As a result of the Transaction:

-Mr. Kantor indirectly, through Terasta, Redbrick Holding, Redbrick Investment, Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee holds 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Terasta indirectly, through Redbrick Holding, Redbrick Investment, Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee holds 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Redbrick Holding indirectly, through Redbrick Investment, Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee holds 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Redbrick Investment indirectly, through Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee holds 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Acronagroservice holds indirectly, through its subsidiaries Acron, TrustService, Norica, Opansa i Rainbee 19.657.350 shares of the Company representing app. 19,8168% of the total number of shares of the Company, which entitle to exercise 19.657.350 votes at the Company’s General Meeting of Shareholders, constituting app. 19,8168% of total number of votes at the Company’s General Meeting of Shareholders.

Before the Transaction:

- Mr. Kantor indirectly, through Terasta, Redbrick Holding, Redbrick Investment, Acron, TrustService, Norica, Opansa and Rainbee held 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Terasta indirectly, through Redbrick Holding, Redbrick Investment, Acron, TrustService, Norica, Opansa and Rainbee held 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Redbrick Holding indirectly, through Redbrick Investment, Acron, TrustService, Norica, Opansa and Rainbee held 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Redbrick Investment indirectly, through Acron, TrustService, Norica, Opansa and Rainbee held 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders;

- Acronagroservice did not hold directly or indirectly any shares in the Company.

Additionally, Mr. Kantor, Terasta, Redbrick Holding, Redbrick Investment and Acronagroservice inform, each separately, that there are no persons or entities referred to in Article 87 section 1 point 3 c) of POA.

Before and after the Transaction Mr. Kantor have not held directly or indirectly any  financial instruments referred to in Article 69 sec. 4 item 7 an 8 of the POA in connection with art. 69b of the POA.

Before and after the Transaction Terasta have not held directly or indirectly any financial instruments referred to in Article 69 sec. 4 item 7 an 8 of the POA in connection with art. 69b of the POA.

Before and after the Transaction Redbrick Holding have not held directly or indirectly any financial instruments referred to in Article 69 sec. 4 item 7 an 8 of the POA in connection with art. 69b of the POA.

Before and after the Transaction Redbrick Investment have not held directly or indirectly any financial instruments referred to in Article 69 sec. 4 item 7 an 8 of the POA in connection with art. 69b of the POA.

Before and after the Transaction Acronagroservice have not held directly or indirectly any financial instruments referred to in Article 69 sec. 4 item 7 an 8 of the POA in connection with art. 69b of the POA.

Mr. Kantor further notifies that his controlled entities, other than Norica, Opansa and Rainbee, do not hold any shares of the Company.

Terasta further notifies that his controlled entities, other than Norica, Opansa and Rainbee, do not hold any shares of the Company.

Redbrick Holding further notifies that his controlled entities, other than Norica, Opansa and Rainbee, do not hold any shares of the Company.

Redbrick Investment further notifies that his controlled entities, other than Norica, Opansa and Rainbee, do not hold any shares of the Company.

Acronagroservice further notifies that his controlled entities, other than Norica, Opansa and Rainbee, do not hold any shares of the Company.

Mr. Kanton, Terasta, Redbrick Holding, Redbrick Investment and Acronagroservice  inform that, with respect of each of them, each of them in aggregate indirectly holds 19,657,350 shares the Company representing app. 19.8168% of the total number of shares of the Company, which entitle to exercise 19,657,350 votes at the Company’s General Meeting of Shareholders, constituting app. 19.8168% of total number of votes at the Company’s General Meeting of Shareholders.

Moreover, the notification states that the Transaction was of intragroup nature, therefore Mr. Kantor remains dominant entity of Terasta, Redbrick Holding, Redbrick Investments, Acronagroservice, Acron, TrustService, Norica, Opansa and Rainbee, as a result of which still indirectly controls  19.657.350 shares of the Company representing app. 19,8168% of the total number of shares of the Company, which entitle to exercise 19.657.350 votes at the Company’s General Meeting of Shareholders, constituting app. 19,8168% of total number of votes at the Company’s General Meeting of Shareholders, as informed in notification as of 10 June 2016, published by the Company in the current report No. 40/2016 as well as notification published by the Company in the current report No. 19/2017.

Legal basis: Art. 70.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005  (consolidated text: Dz. U. 2019 r., item. 623, as amended).  

48/2020
05.11.2020
Current Report No. 48/2020
Action to repeal Resolution No. 5 of the Extraordinary General Meeting of Grupa Azoty S.A. of August 20th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that the Company has been served with a lawsuit by a Shareholder to repeal Resolution No. 5 of the Extraordinary General Meeting of August 20th 2020 to grant consent for legal transactions which could result in disposal of the Company’s non-current assets.

Legal basis: Par. 19.1.10 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 March 29th 2018 (Dz.U. of 2018, item 757).

47/2020
22.10.2020
Current Report No. 47/2020
Changes in composition of Grupa Azoty Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 22nd 2020 the Company’s Supervisory Board resolved to remove the following persons from the Management Board:

  • Wojciech Wardacki, President of the Management Board,
  • Paweł Łapiński, Vice President of the Management Board.

The Supervisory Board further resolved to appoint Mariusz Grab as acting President of the Management Board until appointment to the position of a person selected in the recruitment and selection procedure for members of the Management Board. Prior to his appointment as acting President of the Management Board, Mr Mariusz Grab served as Vice President of the Management Board.

The Management Board further announces that Mariusz Grab has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner or shareholder in any competing partnership or company or a member of a governing body of any other competing legal entity. 

Mariusz Grab is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act.

A brief description of Mariusz Grab’s educational background, qualifications, previously held positions and employment record is attached to this current report. 

The Supervisory Board's resolutions concerning changes in the composition of the Company’s Management Board became effective as of their dates.  

Legal basis: Par. 5.4 and Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

46/2020
21.10.2020
Current Report No. 46/2020
Answers to shareholder’s questions
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005

The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has received questions from the Company’s shareholder concerning the impact of the COVID-19 pandemic on the Polimery Police project, including, without limitation, questions regarding:

  1. impact of the COVID-19 pandemic on the original project schedule so far;
  2. impact of the COVID-19 pandemic on the original project cost estimate so far;
  3. current situation at the Polimery Police construction site (the number of people working on the project versus plan, the pandemic situation among the construction team, measures taken and planned to prevent the spread of the pandemic among the team, possible impacts of COVID-19 on the project schedule, measures taken and planned to ensure that the Polimery Police project progresses on schedule, etc.);
  4. current estimate of an increase in project costs caused by the COVID-19 pandemic, including the risk of an increase in costs incurred by Grupa Azoty S.A.;
  5. other circumstances pertaining to execution of the Polimery Police project which the Management Board of Grupa Azoty S.A. believes should be taken into account as a source of risk affecting the project progressing as planned.

The Company’s answers are provided in the attachment to this report.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

45/2020
09.10.2020
Current Report No. 45/2020
Execution by Subsidiary of agreement to amend the EPC Contract
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 43/2020 of October 7th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 9th 2020 Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (the“Subsidiary”), executed an agreement to amend the turnkey engineering, procurement and construction contract for the Polimery Police project dated May 11th 2019 (the “EPC Contract”) (see Current Report No. 28/2019 of May 11th 2019) between the Subsidiary and Hyundai Engineering Co., Ltd. (the “Contractor”).

The amendment agreement provides, among other things, for a EUR 33.2m increase in the Contractor's remuneration and a three-month extension of the timescale for the Polimery Police project.

The Company's Management Board further announces that the conditions precedent to the execution of the amendment agreement, as specified in Current Report No. 43/2020 of October 7th 2020, i.e. securing relevant corporate approvals from the Subsidiary's Supervisory Board and General Meeting and amending the relevant investment and shareholders agreements (see Current Report No. 24/2020 of May 31st 2020), have been fulfilled.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

44/2020
07.10.2020
Current Report No. 44/2020
Execution of an intercreditor agreement and security documents by the Company and its subsidiary Grupa Azoty Polyolefins S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 23/2020 of May 31st 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 7th 2020 an intercreditor agreement (the “Intercreditor Agreement”) was concluded between Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) (the“Subsidiary”), and a syndicate of financial institutions comprising: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A. (“Bank Pekao”), BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Poland 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 Santander Bank Polska S.A. (the “Syndicate”), as well as ICBC Standard Bank PLC, the Company, GA Police, Hyundai Engineering Co., Ltd., Korea Overseas Infrastructure & Urban Development Corporation and Grupa LOTOS S.A.

The conclusion of the Intercreditor Agreement is another step in the process of securing the availability of senior debt financing for the implementation of the Polimery Police project (the “Project”) on a project finance basis. Debt financing to be made available for the implementation of the Project in the form of: (i) a EUR-denominated term facility of up to EUR 487,800,000; (ii) a USD-denominated term facility of up to USD 537,700,000; (iii) a VAT facility of up to PLN 150,000,000, and (iv) a working capital facility of up to USD 180,000,000 has been granted by the Syndicate under the credit facilities agreement of May 31st 2020 concluded between the Subsidiary as the borrower, the Syndicate as the lenders, and certain other parties (the „Credit Facilities Agreement”) (see Current Report No. 23/2020 of May 31st 2020). The conclusion of the Intercreditor Agreement is one of the conditions precedent to disbursement of funds under the Credit Facilities Agreement.

Other conditions precedent to disbursement of funds under the Credit Facilities Agreement include conclusion of relevant security documents as provided for therein.

The Company’s Management Board announces that in performance of the relevant provisions of the Credit Facilities Agreement, on October 7th 2020 the Subsidiary and certain other obligors (including the Company) executed agreements and other documents providing, among other things, for: (i) the creation of registered and financial pledges over all shares in the Subsidiary held by the Company and GA Police; (ii) the creation of a registered floating charge over a variable pool of chattels and property rights forming part of the Subsidiary’s business; (iii) the creation of registered and financial pledges over receivables from bank accounts held by the Subsidiary; (iv) the grant of a power of attorney over bank accounts held by the Subsidiary; (v) the establishment of contractual mortgage over real property in Police owned or held in perpetual usufruct by the Subsidiary; (vi) the execution by the Subsidiary, the Company and GA Police of notarial deeds on submission to enforcement; (vii) security assignment of the Subsidiary’s rights and claims under insurance and other relevant contracts; and (viii) security assignment of rights and claims under subordinated loans to the Subsidiary (including under subordinated loans from the Company and GA Police and the support loan guarantee agreement between the Company, GA Police, the Subsidiary and Bank Pekao).

The registered pledges and floating charge will be created upon entry in the register of pledges. The mortgage will be established upon entry in the land and mortgage register. All filings required for the entries will be made as soon as practicable. All of the above security interests have been created in favour of Bank Pekao, which acts as the security agent.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

43/2020
07.10.2020
Current Report No. 43/2020
Adoption by the Management Board of the subsidiary Grupa Azoty Polyolefins S.A. of a resolution on conditional conclusion of an agreement to amend the EPC Contract
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 7th 2020 the Management Board of Grupa Azoty Polyolefins S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (the“Subsidiary”), adopted a resolution on conditional conclusion of an agreement to amend the turnkey engineering, procurement and construction contract for the Polimery Police project dated May 11th 2019 (the “EPC Contract”) (see Current Report No. 28/2019 of May 11th 2019) between the Subsidiary and Hyundai Engineering Co., Ltd. (the “Contractor”).

The amendment agreement provides, among other things, for a EUR 33.2m increase in the Contractor’s remuneration; and a three-month extension of the timescale for the Polimery Police project.

The Company’s Management Board would also like to point out that pursuant to the resolution, execution of the amendment agreement is conditional upon and subject to securing relevant corporate approvals from the Subsidiary’s governing bodies and amending the relevant investment and shareholders agreements (see Current Report No. 24/2020 of May 31st 2020).

Execution of the agreement to amend the EPC Contract will be promptly announced by the Company in a separate current report.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

42/2020
03.09.2020
Current Report No. 42/2020
Answers to questions asked during the Extraordinary General Meeting on August 20th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”), acting pursuant to Art. 428.5 of the Commercial Companies Code, presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on August 20th 2020.

QUSTION 1:

In 2020, Grupa Azoty’s debt increased by PLN 873m, to a record high of PLN 3,624m, with net debt/EBITDA at 2.3. Does the Company intend to incur further debt and, if so, to what extent, and do the existing credit facility agreements provide for any caps on the Company’s level of debt?

ANSWER:

Under the corporate financing agreements, the Grupa Azoty Group (the “Group”) and the financing banks have agreed that in the period from December 31st 2020 to June 30th 2023, i.e. during Group’s heaviest commitment to the financing of the ‘Polimery Police’ project (the “Project”), the Group’s consolidated net debt/EBITDA may reach 3.5x. Subsequently, the ratio should again stand at 3.0x or less.

In line with the calculation method agreed on with the financing institutions, the ratio will not include net debt or EBITDA of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), referred to for calculation purposes as the Excluded Company, which implements the Project under a Project Finance arrangement with limited recourse to the Sponsors.

What is more, in accordance with the ratio calculation method agreed on with the financing institutions following changes in applicable accounting and financial reporting laws and regulations subsequent to the negotiation of the terms and conditions of the credit facility agreements, certain additional adjustments must be made to the calculated ratio. As a result, the Group’s current net debt/EBITDA ratio is actually lower than that disclosed in the consolidated financial statements.

In view of the foregoing and in line with the assumptions for the Group’s long-term financial plan, the increase in debt attributable to the provision by the Original Sponsors of the agreed level of equity financing for the Project in the form of contributions to the share capital of, and subordinated loans to, GA Polyolefins should not result in the breach of any covenants under the corporate financing agreements.

QUESTION 5:

Why has Grupa Azoty requested the shareholders to consent to the conclusion of agreements whose final terms and conditions have not been disclosed or agreed? Does the Management Board intend to convene another general meeting after the final terms and conditions have been negotiated?

ANSWER:

All material assumptions for the Share Pledge Agreement and the Assignment Agreement have been agreed on and approved by the Management Board, endorsed by the Supervisory Board, and presented to the General Meeting. Prior corporate consents are sought to fulfil conditions precedent under the Project financing agreements in order to ensure its implementation as planned.

Accordingly, the Management Board does not intend to convene another General Meeting to secure its consent to the final terms and conditions of the agreements, as the General Meeting, by virtue of Resolution No. 5 of August 20th 2020, already granted its consent for legal transactions which could result in disposal of the Company’s non-current assets with a market value exceeding 5% of the Company’s total assets, as provided for in the aforementioned assumptions for the Share Pledge Agreement and the Assignment Agreement.

The obtained corporate consents will only be updated if circumstances arise that may require changing the assumptions for the agreements, which is currently unlikely.

QUESTION 6:

Do we understand correctly that the Group, apart from to investing in GA Polyolefins shares and advancing loans to that subsidiary,

a) is planning pledge its shares therein to secure GA Polyolefins’ debt under the Credit Facilities Agreement?

ANSWER:

The Management Board can confirm that, as already announced in Current Reports No. 23/2020 and 24/2020 of May 31st 2020, the credit facilities agreement of May 31st 2020 between GA Polyolefins and a syndicate of financial institutions (the “Credit Facilities Agreement”) provides for the creation of security interests both by the borrower (GA Polyolefins) in its assets and by all of the GA Polyolefins shareholders in all their shares in the company.

b) has committed to providing, if necessary, an additional loan of up to PLN 344m to GA Polyolefins; and

ANSWER:

In line with the financing structure of the ‘Polimery Police’ project, the Company, apart from making contributions to GA Polyolefins’ increased share capital, will provide financing in the form of a subordinated loan of PLN 344,463,738.00, which is consistent with the uniform equity financing structure agreed by all of the Project Sponsors, whereby subordinated loans are to account for 40% of the total equity to be provided.

c) has granted consent to assignment to Bank Pekao of the Group’s receivables under the loans? What are GA Polyolefins’ obligations towards Grupa Azoty to ensure reimbursement of the latter’s capital expenditure?

ANSWER:

The security package provided to the financing syndicate includes assignment of receivables under the loans extended to GA Polyolefins by all of its lenders, including by the Company.

Detailed terms and conditions of the Investment Agreements signed by Grupa Azoty Polyolefins S.A., including the mechanism and terms of reimbursement of the contributions made by the investors, are confidential, and their disclosure could pose a risk of loss or damage to GA Polyolefins. Therefore, pursuant to Art. 428.2 of the Commercial Companies Code, the Management Board refuses to answer this question.

In conclusion, the agreed security package provided to the financing syndicate is typical of debt financing under a Project Finance arrangement, whereby shareholders’ rights are subordinate to (senior) bank financing. This is in line with the market practice for the financing of large industrial projects.

QUESTION 7:

What are the exact amounts of the other shareholders’ (Lotos, Hyundai and KIND, i.e. the joint sponsors) contributions as at the date of the General Meeting?

ANSWER:

The amounts of the planned commitment of Grupa LOTOS S.A. (“Grupa Lotos”), Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) (jointly: (“Joint Sponsors”) to the financing of the ‘Polimery Police’ project in the form of cash contributions to the increased share capital of GA Polyolefins and subordinated loans were announced in Current Report No. 24/2020 of May 31st 2020. The information provided therein remains valid as at the date of this report.

QUESTION 8:

Is Grupa Azoty the only shareholder to pledge its shares in GA Polyolefins and assign to Bank Pekao its receivables under the loans to GA Polyolefins? Will the other GA Polyolefins shareholders share the risk with Grupa Azoty and pledge their shares in GA Polyolefins in favour of Bank Pekao?

ANSWER:

As already mentioned in the answers to questions 6 b) and 6 c), all shares in Grupa Azoty Polyolefins S.A. (including those held by the Joint Sponsors of the Project) will be pledged as part registered and financial pledges. In accordance with the Credit Facilities Agreement, security interests will also be created in the rights and receivables of all lenders of Grupa Azoty Polyolefins S.A. under subordinated loans extended thereto.

QUESTION 9:

Have the Joint Sponsors disbursed any loans to GA Polyolefins yet? If so, in what amount, and will any receivables under those loans be assigned to Bank Pekao? What is the amount of the loans disbursed by Grupa Azoty to GA Polyolefins so far?

ANSWER:

No subordinated loans have been disbursed by the Joint Sponsors as yet. The Joint Sponsors’ investment is subject to the fulfilment of conditions precedent under the investment agreements. As the process to fulfil the conditions precedent is ongoing, as at the date of this answer the equity financing transaction, i.e. an increase in Grupa Azoty Polyolefins S.A.’s share capital through issue of shares to the Joint Sponsors, has not been closed, and no subordinated loans have been made available by the Joint Sponsors. Information on the milestones of the Project’s equity financing, including on the share capital increase and acquisition of shares in Grupa Azoty Polyolefins S.A. by the Joint Sponsors, will be announced by the Company in separate current reports.

The answer to the question about the assignment of receivables under the loans is provided in the answer to Question 8.

QUESTION 10:

What are the events of default that would allow Bank Pekao/the Syndicate to take over the pledged GA Polyolefins shares or exercise voting rights attached thereto?

ANSWER:

The detailed terms and conditions of the Credit Facilities Agreement, including the list of potential events of default, are confidential, and their disclosure could pose a risk of loss or damage to Grupa Azoty Polyolefins S.A. Therefore, pursuant to Art. 428.2 of the Commercial Companies Code, the Management Board refuses to answer this question.

QUESTION 14:

Do we understand correctly that if GA Polyolefins fails to perform its obligations under the Credit Facilities Agreement, Bank Pekao may be able take over Grupa Azoty’s controlling interest in GA Polyolefins but will not be entitled to take over shares held by the other shareholders? If so, would Bank Pekao be entitled to freely sell the shares taken over from Grupa Azoty to, for instance, Orlen or Lotos?

ANSWER:

As registered and financial pledges will be created over all shares in Grupa Azoty Polyolefins S.A., the security agent will have absolute discretion to seek their enforcement with respect to any or all shares in GA Polyolefins held by any of the shareholders.

The other questions asked by the shareholder were not answered by the Management Board as they concerned matters which were not included in the agenda of the Extraordinary General Meeting held on August 20th 2020. Pursuant to Art. 428.1 of the Commercial Companies Code, at a general meeting, the management board is required to provide shareholders – at their request – with information on the company if such information is needed to assess a matter placed on the meeting’s agenda. Therefore, a shareholder may request information on the company only if such information is necessary for the assessment of a matter included in the agenda of the general meeting (right to information at the general meeting). The right to information applies specifically to matters which are included in the agenda, provided that such right is not excluded pursuant to Art. 428.2 of the Commercial Companies Code.

Moreover, having regard to our policy of open communication, the Management Board would like to point out that all material information on the Company’s corporate decisions and other developments related to the implementation of the ‘Polimery Police’ Project is promptly published by the Company in current reports in compliance with applicable laws and regulations.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

41/2020
03.09.2020
Current Report No. 41/2020
Answers to questions asked during the Extraordinary General Meeting on August 20th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”), acting pursuant to Art. 428.5 of the Commercial Companies Code, presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on August 20th 2020.

1. Why has the syndicate requested a pledge on company shares?

The Polimery Police project (the “Project”), implemented by the special purpose vehicle Grupa Azoty Polyolefins S.A., is financed under a Project Finance arrangement, with recourse to the Sponsors, limited to capped guarantees and security interests in Project-related assets.

In accordance with a standard market practice, under Project Finance arrangements debt financing takes priority over equity and loans provided by Sponsors, which is ensured by various contractual provisions, including the pledging by all of the Project Sponsors, including Grupa Azoty S.A., of their shares in the SPV.

2. Is the bank syndicate composed of mostly Polish or foreign institutions?

The syndicate of financial institutions financing the Project (the “Syndicate”) comprises some of the largest Polish financial institutions and foreign banks operating in Poland, the vast majority of which have been serving and financing Grupa Azoty for years. The Syndicate is composed of:

  • Alior Bank S.A.
  • Bank Gospodarstwa Krajowego
  • Bank Ochrony Środowiska S.A.
  • Bank Polska Kasa Opieki S.A.
  • BNP Paribas Bank Polska S.A.
  • European Bank for Reconstruction and Development
  • Industrial and Commercial Bank of China (Europe) S.A. Poland Branch
  • mBank S.A.
  • Powszechna Kasa Oszczędności Bank Polski S.A., Unibaltic Agro sp. z o.o.
  • Powszechny Zakład Ubezpieczeń S.A.
  • Powszechny Zakład Ubezpieczeń na Życie S.A.
  • PZU Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych BIS 2
  • Santander Bank Polska S.A.

Bank Polska Kasa Opieki S.A. acts as the facility and security agent.

These institutions have a strong financial standing and a proven track record in financing major capital projects under a Project Finance arrangement and thus guarantee financial stability and security as well as a professional standard of service for the Project.

3. If the Syndicate is mostly composed of Polish institutions, why is the English version to prevail in dispute resolution in Poland?

It is an accepted market practice that credit facility agreements relating to projects financed under a Project Finance arrangement follow long-established legal standards developed under and based on English law and as such are concluded in English. In the case of the Credit Facilities Agreement concluded to finance the Project, we draw attention to the fact that both the Korean partners of the Project (Hyundai Engineering Co. Ltd. and Korea Overseas Infrastructure & Urban Development Corporation) and some of the financing institutions, including the European Bank for Reconstruction and Development), are foreign or international entities whose corporate language is English. It should be noted that English, being both a widely spoken language and the language of choice for credit facility agreements, ensures that all parties to the Project have a uniform understanding of the documents they enter into and are on an equal footing in the related negotiations, as well as mitigates the risk of divergent construction of various contractual provisions.

4. Why should the English version of the Credit Facilities Agreement prevail over its Polish version in proceedings before Polish courts?

The Credit Facilities Agreement has been executed in the English language for the reasons explained in the answer to Question 3. It should also be noted that in accordance with its terms and conditions the Credit Facilities Agreement is governed by and construed under the laws of England. The Agreement provides for arbitration before the LCIA (London Court of International Arbitration) and dispute resolution in accordance with the UNCITRAL Arbitration Rules. The Credit Facilities Agreement further provides that the option to have a dispute resolved before the said Arbitration Tribunal does not preclude the financing parties from seeking to enforce their rights before other courts.

Please note that where an action is commenced before a Polish court (if allowed under the Credit Facilities Agreement or other financing documents), Polish translations of all or part of the documentation may be used.

5. Are there any discrepancies between the Polish and English versions of the Agreement?

Generally, the Polish versions of agreements negotiated in English are their true and accurate translations. However, it should be borne in mind that interpreters are not present during negotiations, and, in particular, ensuring interpretation of the process of negotiating the extensive and highly specialised Project Finance package was impossible. Accordingly, there exists a certain limited risk that the Polish translation may somewhat deviate from the carefully and exactly worded English originals of the financing documentation.

6. What are the terms of the pledge?

a) How long will the shares remain pledged?
b) Who will be entitled to receive dividends and other distributions for the shares?
c) What are the assumptions for the Share Pledge and Assignment Agreements?

a) In accordance with the Assumptions for the Share Pledge Agreement, the Company’s shares in Grupa Azoty Polyolefins S.A. are to be pledged to secure the senior loans until the latter are repaid in full in accordance with the Credit Facilities Agreement, but in any case no later than December 15th 2035, as announced by the Company in Current Report No. 23/2020 of May 31st 2020.   

b) All the Sponsors pledging shares in Grupa Azoty Polyolefins S.A. (including the Company) will be entitled to exercise any rights attached thereto to the extent agreed, including to receive dividend as provided for in the Credit Facilities Agreement, so long as no event of default under the Credit Facilities Agreement occurs, which, in accordance with accepted practice and the Credit Facilities Agreements, would entitle the security agent (Bank Pekao) to commence the exercise of rights attached to the pledged shares, including the right to receive dividend.

However, please note that any dividends will be paid, and any subordinated loans from the Sponsors (including the Company) will be repaid, in accordance with the distribution terms and conditions agreed between the Sponsors under the Shareholders Agreement, subject to prior allocation of funds and provisions necessary for the servicing of the senior loans in accordance with the Credit Facilities Agreement.

c) The Assumptions for the Share Pledge Agreement and agreement for the assignment of the Company's claims and rights against Grupa Azoty Polyolefins S.A under a subordinated loan agreement and a support loan guarantee agreement (the “Assignment Agreement”) were published by the Company in Current Report No. 33/2020 of July 24th 2020, together with draft resolutions to be voted on by the Company’s Extraordinary General Meeting on August 20th 2020, and as such are available in the General Meeting section of the Company’s website.

7. Are the credit facilities granted to finance the construction of a facility which is to manufacture goods in order to generate profits for us, that is the shareholders, or is the facility to be constructed at the shareholders’ expense to be subsequently taken over by the financing group?

The question is imprecise and not fully intelligible. Nevertheless, the Company would like to reiterate the fact that the credit facilities for the financing of the Project are granted by a syndicate of financial institutions to Grupa Azoty Polyolefins S.A., a special purpose vehicle established to implement the Project and a subsidiary of the Company.

The Project is expected to bring numerous benefits to the shareholders of Grupa Azoty Polyolefins S.A., including the Company, and thus to Company shareholders, in particular economic benefits in the form of repayments of interest on and the principal of the subordinated loans and dividend payments. Depreciation and amortisation of the Project’s assets, primarily of the production plant and technologies acquired by Grupa Azoty Polyolefins S.A., will be charged to its costs.

The main cost for the shareholders of Grupa Azoty Polyolefins S.A. is the cost of raising the required equity, including both funds contributed directly to the SPV’s share capital and funds provided as subordinated loans.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

40/2020
20.08.2020
Current Report No. 40/2020
List of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting of Grupa Azoty S.A. on August 20th 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on August 20th 2020, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the votes represented at that Extraordinary General Meeting and in the total voting rights.

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended).

39/2020
20.08.2020
Current Report No. 39/2020
Resolutions passed by Grupa Azoty Extraordinary General Meeting on August 20th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Extraordinary General Meeting on August 20th 2020, together with the results of voting.

The documents being the subject of the resolutions voted on at the Extraordinary General Meeting have been published on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html

In connection with the use of a computer system for voting and counting the votes, the Extraordinary General Meeting decided not to appoint a Ballot Counting Committee.

The Extraordinary General Meeting did not leave any items of the planned agenda unaddressed.

During the Extraordinary General Meeting, an objection was raised and recorded in the minutes with regard to Resolution No. 5 to grant consent for legal transactions which could result in disposal of the Company’s non-current assets with a market value exceeding 5% of the Company’s total assets, as provided for in the assumptions for the Share Pledge Agreement and the Assignment Agreement.

Legal basis: Par. 19.1.6 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

38/2020
18.08.2020
Current Report No. 38/2020
Change in Q2 2020 and H1 2020 estimated financial results
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Legal basis: Article 17(1) of MAR – Inside information

Following a decision of the Management Board of the subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”) to change the accounting policy for accounting for free-of-charge allocation of CO2 emission rights and the related change in the Subsidiary’s estimated financial results, published in Current Report No. 30/2020 of August 18th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) publishes an update of the estimated consolidated results of the Grupa Azoty Group for Q2 2020, published in Current Report No. 35/2020 of July 31st 2020.

The change in accounting for the free-of-charge allocation of CO2 emission rights does not affect the Company’s annual results – the change relates to accounting for the allocation during the year.

The total effect of the change is PLN (-)57.3m on the Group’s consolidated net profit for H1 2020 and PLN (-)70.8m on the consolidated EBITDA.

Adjusted estimated selected consolidated financial results of the Group for Q2 2020:
Revenue: PLN 2,268.9m
EBITDA: PLN 315.08m
Net profit: PLN 70.11m

The estimated separate financial results of the Company for Q2 2020, published in Current Report No. 35/2020 of July 31st 2020, remain unchanged.

The Management Board of the Company also publishes:

Estimated selected consolidated financial results of the Group for H1 2020:
Revenue: PLN 5,372.60m
EBITDA: PLN 752.79m
Net profit: PLN 235.10m

The Company’s Management Board further announces that the changes affect the data and information contained in the Q1 2020 report issued on May 21st 2020. Adjusted data and information from the Q1 2020 report will be released to the public in the interim report for H1 2020, to be published on September 10th 2020.

The Grupa Azoty Group’s financial statements are currently being reviewed by an auditor, as required under applicable regulations. The amounts presented above are estimates and are subject to change. The final financial results for H1 2020 will be released on September 10th 2020.

Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

37/2020
04.08.2020
Current Report No. 37/2020
Registration by Court of share capital increase at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 14/2020 of February 18th 2020, No. 16/2020 of March 18th 2020 and No. 20/2020 of April 7th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 3rd 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of the Company's subsidiary Grupa Azoty Polyolefins S.A. of Police (“GA Polyolefins”).

Following the registration, the share capital of PGA Polyolefins was increased from PLN 467,339,000 to PLN 599,283,310. Currently, the total number of shares of all issues is 59,928,331 (previously: 46,733,900). Their par value is PLN 10 per share.

As a result of the share capital increase, the number of shares held by the Company rose from 21,964,933 to 28,166,316 shares with a par value of PLN 10 per share and total value of PLN 281,663,160.

At present, the Company's direct interest in the share capital of GA Polyolefins is 47.00%. The other shareholder in the subsidiary is Grupa Azoty Zakłady Chemiczne Police S.A., also a subsidiary of the Company.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

36/2020
03.08.2020
Current Report No. 36/2020
Grupa Azoty granted compensation under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the "Company") announces that the Company has been notified by electronic means of a decision of the President of the Energy Regulatory Office to grant PLN 14m in compensation for 2019 to the Company under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors. The actual amount of the compensation does not differ materially from that estimated by the Company and included in the estimated results as published in Current Report No. 35/2020 of July 31st 2020.

The Company further announces that its subsidiary Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. has obtained a similar compensatory decision by the President of the Energy Regulatory Office, whereby it has been awarded PLN 16.1m, which was included by the Company in its estimated consolidated results as published in Current Report No. 35/2020 of July 31st 2020.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

35/2020
31.07.2020
Current Report No. 35/2020
Effect of COVID-19 pandemic on Grupa Azoty Group’s operations and estimates of Q2 2020 financial results
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Legal basis: Article 17(1) of MAR – Inside information

Further to the information provided to date on the effects of COVID-19 on the Company’s and the Grupa Azoty Group’s operations (see Current Report No. 18/2020 of March 26th 2020 and the information contained in the periodic reports for 2019 and for Q1 2020), the Management Board of Grupa Azoty S.A. (the „Company”), having regard to the coronavirus impact mitigation steps taken to date, has assessed the effects of the COVID-19 pandemic on the Company’s and the Grupa Azoty Group’s operations in Q2 2020. The estimates below also reflect the general impact of other factors on the Company’s and the Group’s operations.

Plastics

The Grupa Azoty Group’s operations in the plastics segment are directly related to the electrical engineering and automotive industries, where the effects of the pandemic have been the strongest. Administrative restrictions introduced at the end of March 2020 to limit the spread of COVID-19 affected demand and caused a drop in caprolactam and polyamide prices, both on the European and Asian markets. Before the demand for Grupa Azoty products declined, in March 2020 production activities were discontinued by certain manufacturers in all segments of the plastics value chain. In Q2 2020, the plastics segment reported a 43% year-on-year decline in revenue, attributable to the COVID-19 pandemic and disruption to the demand and supply balance on the market.

Chemicals

In April 2020, the prices of oxo alcohols fell as the result of a downtrend in propylene prices and lower market demand caused by the COVID-19 situation. Since early June 2020, a recovery has been seen in the market of alcohols and plasticizers, accompanied by an increase in prices driven by higher prices of propylene. In Q2 2020, production of oxo alcohols was maintained at maximum levels, and in the case of plasticisers 75% of the production capacity was utilised. The Q2 2020 revenue from oxo alcohols was 32% down on the corresponding period of the previous year.

Deteriorated demand and price levels were also seen in the melamine market. In Q2 2020, revenue from melamine sales was 38% lower year on year.

In the titanium white area, no significant impact of COVID-19 was identified in relation to the scale of the Grupa Azoty Group’s business, despite a marked decline in demand on certain markets.

The crisis related to the spread of the COVID-19 pandemic also affected the RedNOx product market. Lower fuel consumption supressed demand for NOXy products (the main product in this business area). In other industries, such as power plants or glass, paper and cement manufacturers, where the segment’s products are also used, revenue was also lower. In the case of RedNOx products, in Q2 2020 sales were down 5% year on year.

Agro Fertilizers

The COVID-19 pandemic had no material effect on the implementation of contract sales schedules in the second quarter of 2020. In Q2 2020, the sales fell by approximately 11% year on year.

However, there were delays in payments for the goods supplied, but their scale in the second quarter of 2020 was not significant.

The Grupa Azoty Group is taking steps to minimise the impact of the COVID-19 pandemic on the Group’s operations, for instance by using solutions available on the market to support working capital management and adjust the production volumes to sales opportunities. In view of the declines in revenue, the Company and some of its subsidiaries will take steps to use the funding mechanisms under the Act on Special Arrangements to Prevent, Counteract and Combat COVID-19, Other Infectious Diseases and Crisis Situations Caused by Them of March 2nd 2020, version 4.0. The amount of support for the Grupa Azoty Group is estimated at approximately PLN 50m, including approximately PLN 16m for the Company.

In view of the foregoing, the Company publishes the following estimates:

Estimated selected consolidated financial results of the Grupa Azoty Group for Q2 2020
Revenue: PLN 2,268.9m
EBITDA: PLN 353.4m
Net profit: PLN 105.6m

Estimated selected separate financial results of the Company for Q2 2020
Revenue: PLN 303.8m
EBITDA: PLN 25.1m
Net profit: PLN 160.3m

The Company’s Management Board further reports that the above results include compensation payable to eligible companies of the Grupa Azoty Group for 2019 and for H1 2020 under the Act on the Compensation Scheme for Energy-Intensive Sectors and Subsectors, estimated at some PLN 111.6m. The final amount of the compensation will be determined after the Grupa Azoty Group companies’ applications are verified by the Energy Regulatory Office.

The Grupa Azoty Group’s financial results are currently being reviewed by the auditor, as required under applicable regulations. The amounts presented above are estimates and are subject to change. The final financial results for H1 2020 will be released on September 10th 2020.

Legal basis: Article 17.1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

34/2020
30.07.2020
Current Report No. 34/2020
Update of documents to be considered by Grupa Azoty Extraordinary General Meeting convened for August 20th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 32/2020 and Current Report No. 33/2020 of July 24th 2020, in connection with an Extraordinary General Meeting (the “EGM”) convened for August 20th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, as supplementary documents concerning matters included in the EGM’s agenda, the text of resolutions of the Company’s Supervisory Board of July 30th 2020 concerning:

- an opinion on the Management Board’s proposal that the General Meeting of Grupa Azoty S.A. adopt the Remuneration Policy for Members of the Management Board and the Supervisory Board of Grupa Azoty S.A., as a supplement to item 7 of the EGM agenda, and

- an opinion on the Management Board’s proposal that the General Meeting pass a resolution to grant consent for legal transactions which could result in disposal of the Company’s non-current assets with a market value exceeding 5% of the Company’s total assets, as provided for in the assumptions for the Share Pledge Agreement and the Assignment Agreement, as a supplement to item 8 of the EGM agenda.

The resolutions will be posted on the Company’s website.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

33/2020
24.07.2020
Current Report No. 33/2020
Draft resolutions for Grupa Azoty Extraordinary General Meeting convened for August 20th 2020
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended) – Current and periodic information.

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions to be debated at the Extraordinary General Meeting of the Company convened for August 20th 2020.

In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the Extraordinary General Meeting.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

32/2020
24.07.2020
Current Report No. 32/2020
Notice of Extraordinary General Meeting of Grupa Azoty S.A. to be held on August 20th 2020
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623, as amended) – Current and periodic information

Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1) of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses 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, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on August 20th 2020, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 20, Tarnów, Poland, in conference room 57/58, 1st floor.

The total number of Grupa Azoty shares is 99,195,484. As at August 20th 2020, 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 Meeting.
  3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Extraordinary General Meeting.
  6. Appointment of a Ballot Counting Committee for the Extraordinary General Meeting.
  7. Resolution to adopt the ‘Remuneration Policy for members of the Management Board and Supervisory Board of Grupa Azoty S.A.’
  8. Resolution to grant consent for legal transactions which could result in disposal of the Company’s non-current assets with a market value exceeding 5% of the Company’s total assets, as provided for in the assumptions for the Share Pledge Agreement and the Assignment Agreement. 
  9. Current information for the Shareholders.
  10. Closing of the Meeting.

Right to participate in the General Meeting

Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to attend the Extraordinary General Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the Extraordinary General Meeting, i.e. as at August 4th 2020 (the record date).

To be able to attend the Extraordinary General Meeting, holders of rights attached to book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to attend the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of the Extraordinary General Meeting, i.e. on or after July 24th 2020,and no later than on the first weekday following the record date, i.e. August 5th 2020. Personal 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 securities depository in accordance with the Act on Trading in Financial Instruments.

The list of shareholders entitled to attend 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 August 17th, 18th and 19th 2020, from 8:00 am to 4:00 pm. 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##.

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 persons authorised to represent the legal persons.

A proxy may exercise all the rights of a shareholder 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, a form of electronic power of proxy is made available by the Company for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a 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 to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. 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 to identify 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 need to be signed with a qualified electronic signature.

The procedure for identification of the principal applies accordingly to a notification of revoking a power 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 a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the 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 a certain matter 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 a statement of grounds or a draft resolution on the proposed agenda item, 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 July 30th 2020. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia from the date of convening the Extraordinary General Meeting.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to 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 March 29th 2018 (Dz.U. of 2018, item 757).

Any additional materials 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 General Meeting is available on the Company’s website at www.grupaazoty.com, in the Investor Relations/General Meeting of Shareholders section (i.e. at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia).

INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY S.A.

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”).

Therefore, the Company states that:

a. The controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address ##ipgcdl#at#vgjeppodin.rdb## or postal address: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
b. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland.
c. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM , allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
d. The Company processes (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as: the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;
e. Shareholders’ personal data may be collected by the Company from entities operating the securities depository, as well as from other Shareholders – with respect to the data included in powers of proxy;
f. The legal basis for the processing of your personal data by the Company is:

  • Article 6.1(c) of GDPR – the processing is required to comply with the legal obligations of the Controller: (i) obligation under the Commercial Companies Code regarding preparation and storage of lists of shareholders and lists of attendance at the EGM, (ii) obligation to enable the shareholders to vote through a proxy and to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
  • Article 6.1.(f) of GDPR – legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) enforcement of or defence of any legal claims;

g. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
h. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of or against the Company;
i. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to do so results in the Shareholder’s inability to participate in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
j. You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; you should bear in mind that these rights are not absolute and that the applicable laws and regulations provide for certain exceptions as to when they may be exercised;
k. You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.

Legal basis: Par. 19.1.1 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 March 29th 2018 (Dz.U. of 2018, item 757).


[1] In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.

31/2020
30.06.2020
Current Report No. 31/2020
List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty S.A. on June 29th 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting

 The Management Board of Grupa Azoty S.A. (“Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting held on June 29th 2020, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.   

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).

30/2020
29.06.2020
Current Report No. 30/2020
Appointment of members to Grupa Azoty S.A. Supervisory Board of the 11th term of office
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 29th 2020, pursuant to resolutions of the Company’s Annual General Meeting, the following persons were appointed as members to the Company’s Supervisory Board of the 11th joint term of office:

Mr Marcin Pawlicki – as the Chair of the Supervisory Board,
Ms Monika Fill,
Mr Robert Kapka – candidate elected by the Company's employees,
Mr Wojciech Krysztofik,
Mr Bartłomiej Litwińczuk,
Mr Michał Maziarka,
Mr Zbigniew Paprocki – candidate elected by the Company’s employees,
Mr Roman Romaniszyn – candidate elected by the Company's employees.

The resolutions to appoint members of the Company’s Supervisory Board of the 11th term of office took effect from their date.

The Company’s Management Board further states that: The newly appointed Chair and Members of the Supervisory Board have submitted representations to the effect that the activities they are engaged in outside the Company are not competing with the Company’s business and that they are not shareholders or partners in any company or partnership or members of the governing bodies of any other legal persons which would compete with the Company’s business. 

The representations also include statements to the effect that the new Chair and Members of the Supervisory Board of the 10th term of office are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

A brief description of the educational background, qualifications, previously held positions and employment record of the newly appointed Members of the Company’s Supervisory Board of the 11th term is attached to this current report.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

29/2020
29.06.2020
Current Report No. 29/2020
Resolutions voted on by the Annual General Meeting of Grupa Azoty S.A. on June 29th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Annual General Meeting on June 29th 2020, together with the results of voting.

The documents voted on by the Annual General Meeting are available on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html. They have also been published with the Company’s separate and consolidated full-year reports, and attached to Current Report No. 26/2020 of June 2nd 2020.

In connection with the use of a computer system for voting and counting the votes, the Annual General Meeting decided not to appoint a Ballot Counting Committee.

The Company’s Management Board also publishes, attached to this report, a draft resolution which was put to the vote, but was not carried.

The Annual General Meeting did not leave any items of the planned agenda unaddressed. During the Annual General Meeting, no objections were raised to be recorded in the minutes.

Legal basis: Par. 19.1.6, Par. 19.1.7, Par. 19.1.8, and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

28/2020
26.06.2020
Current Report No. 28/2020
Answers to shareholder’s questions
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005

The Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with the Company’s Annual General Meeting convened for June 29th 2020 it received questions from a shareholder concerning:

- accounting for the acquisition of COMPO EXPERT and the effects of the acquisition,
- subscription for new shares issued as part of a share capital increase at Grupa Azoty Zakłady Chemiczne Police S.A.

The Company’s answers are provided in the attachment to this report.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

27/2020
24.06.2020
Current Report No. 27/2020
Nomination of candidate to Grupa Azoty Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 24th 2020 it received from Powszechne Towarzystwo Emerytalne PZU S.A., representing the shareholder Otwarty Fundusz Emerytalny PZU Złota Jesień, a notice of intent to nominate Bartłomiej Litwińczuk as a candidate for a member of the Company’s Supervisory Board during an election to be held at the Company’s General Meeting on June 29th 2020.

The candidate’s curriculum vitae is attached as an appendix to this Current Report.

The Company further announces that Bartłomiej Litwińczuk has given his consent to stand for election to the Company’s Supervisory Board. 

Legal basis: Par. 19.1.2 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 April 20th 2018 (Dz.U. of 2018, item 757).

26/2020
02.06.2020
Current Report No. 26/2020
Draft resolutions for Grupa Azoty Annual General Meeting convened for June 29th 2020
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be considered and voted on at the Company’s Annual General Meeting convened for June 29th 2020.

In addition, the Management Board attaches to this report the documents pertaining to matters to be considered at the Annual General Meeting, including those not previously published.

Legal basis: Section 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

25/2020
02.06.2020
Current Report No. 25/2020
Notice of Grupa Azoty Annual General Meeting to be held on June 29th 2020
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Acting pursuant to Art. 399.1 in conjunction with Art. 402[1] and Art. 402[2] of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Business Register 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, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Annual General Meeting of Grupa Azoty S.A.to be heldat 10.00 am on June 29th 2020 at the Company’s registered office: ul. Kwiatkowskiego 8, Tarnów, conference room 57/58, 1st floor.

The total number of Grupa Azoty shares is 99,195,484. As at June 29th 2020, 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 Meeting.
  3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Consideration and, if thought fit, passing a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting.
  6. Appointment of a Ballot Counting Committee for the Annual General Meeting.
  7. Review of the Supervisory Board’s reports:
    a) Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2019: separate financial statements of Grupa Azoty S.A., consolidated financial statements of the Grupa Azoty Group, the Directors’ Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments of the Grupa Azoty Group, non-financial statement of the Grupa Azoty Group, and the Management Board’s proposal on the allocation of net profit for 2019,
    b) Report of the Supervisory Board of Grupa Azoty S.A. on its activities in 2019.
  8. Receipt of the separate financial statements of Grupa Azoty S.A. for the 12 months ended December 31st 2019.
  9. Receipt of the consolidated financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2019.
  10. Receipt of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations in the 12 months ended December 31st 2019.
  11. Receipt of the Grupa Azoty Group’s consolidated report on payments to governments in 2019.
  12. Receipt of the non-financial statement of the Grupa Azoty Group for the 12 months ended December 31st 2019.
  13. Consideration and, if thought fit, passing a resolution to allocate Grupa Azoty S.A.’s net profit for the financial year 2019.
  14. Consideration and, if thought fit, passing resolutions to grant discharge from liability for Members of the Management Board in respect of 2019.
  15. Consideration and, if thought fit, passing resolutions to grant discharge from liability for Members of the Supervisory Board in respect of 2019.
  16. Appointment of the Supervisory Board of Grupa Azoty S.A. of the 11th term of office.
  17. Appointment of the Chairperson of the Supervisory Board of the 11th term of office.
  18. Current information for the Shareholders.
  19. Closing of the Meeting.

Right to attend the Annual General Meeting

Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to attend the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at June 13th 2020 (the record date).
To be able to attend the Annual General Meeting, holders of rights attached to book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to attend the Annual General Meeting.

The request should be submitted on or after the publication of the notice of the Annual General Meeting, i.e. on or after June 2nd 2020,and no later than on the first weekday following the record date, i.e. June 15th 2020. Personal certificates confirming the right to attend the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository in accordance with the Act on Trading in Financial Instruments.

The list of shareholders entitled to attend 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 Annual General Meeting, i.e. on June 24th, 25th and 26th 2020, from 8:00 am to 4:00 pm. 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##.

Right to attend the Annual General Meeting through a proxy

Shareholders may attend the Company’s Annual General Meeting 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 persons authorised to represent the legal persons.

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 attend 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, a form of electronic power of proxy is made available by the Company for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a 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 to: ##lpact.ipgcdl#at#vgjeppodin.rdb##. 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 to identify 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 need to be signed with a qualified electronic signature.

The procedure for identification of the principal applies accordingly to a notification of revoking a power 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 how a power of proxy will be granted and the Company is not liable for any errors in filled-in forms or actions by the 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 entitled to attend the Company’s Annual General Meeting 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 matters be placed on the agenda of the Annual General Meeting. Any such request, together with a statement of grounds or a draft resolution on the proposed agenda item, should be submitted to the Company’s Management Board no later than 21 days prior to the scheduled date of the Annual General Meeting, that is by June 8th 2020. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 Annual 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 Company’s Management Board does not provide for the possibility of attending 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 by means of electronic communication.

Access to documents

The documents to be presented to the Annual 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 Annual General Meeting.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to 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 March 29th 2018 (Dz.U. of 2018, item 757).

Any comments from the Company’s Management Board or Supervisory Board concerning matters placed on the agenda of the Annual General Meeting or matters to be placed on the agenda before the date of the Annual 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.

INFORMATION ON PERSONAL DATA PROTECTION
IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF
GRUPA AZOTY S.A.

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Annual General Meeting (the “AGM”) the Company will process the personal data of its shareholders, their proxies authorised to vote, and other persons authorised to exercise voting rights at the AGM (jointly referred to as the “Shareholders” or “you”).

Therefore, the Company states that:

a) The controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address ##ipgcdl#at#vgjeppodin.rdb## or postal address: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;

b) For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland

c) The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the AGM[1], enabling the Shareholders to exercise their rights in relation to the Company, as well as establishing facts for the purpose of enforcing of or defending against any legal claims by the Company;

d) The Company processes (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as: the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;

e) Shareholders’ personal data may be collected by the Company from entities operating the securities depository, as well as from other Shareholders – with respect to the data included in powers of proxy;

f) The legal basis for the processing of your personal data by the Company is:

  • Article 6.1(c) of GDPR – the processing is required to comply with the legal obligations of the Controller: (i) obligation under the Commercial Companies Code regarding preparation and storage of lists of shareholders and lists of attendance at the AGM, (ii) obligation to enable the shareholders to vote through a proxy and to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
  • Article 6.1.(f) of GDPR – legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) enforcement of or defence of any legal claims;

g) Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;

h) Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of or against the Company;

i) Where data is provided directly to the Company, provision of such data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to provide the data results in the Shareholder’s inability to attend the AGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;

j) You have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; you should bear in mind that these rights are not absolute and that the applicable laws and regulations provide for certain exceptions as to when they may be exercised;

k) You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.


[1] In particular, Art. 401, 407, 410 and 412 of the Commercial Companies Code.


Legal basis: Section 19.1.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

24/2020
31.05.2020
Current Report No. 24/2020
The execution of transaction documentation concerning the terms and conditions of equity investment and financing of the Polimery Police project with Grupa Lotos S.A., Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation
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Legal grounds: Article 17 (1) of the MAR – confidential information

With reference to current reports no. 24/2019 of 26 April 2019, no. 58/2019 of 31 October 2019, no. 73/2019 of 22 November 2019, no. 74/2019 of 6 December 2019, no. 77/2019 of 13 December 2019, no. 80/2019 of 23 December 2019 and no. 23/2020 of 31 May 2020, the Management Board of Grupa Azoty S.A. (hereinafter: the “Issuer”) would like to inform you that, on 31 May 2020, the Issuer, the Issuer’s subsidiary – Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter: the “Subsidiary”, and jointly with the Issuer - the “Original Sponsors”) and the Original Sponsors’ subsidiary  – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) concluded agreements with Grupa Lotos S.A. (“Grupa Lotos”), Hyundai Engineering Co., Ltd (hereinafter: “Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (hereinafter: “KIND”, jointly with Grupa Lotos and Hyundai - the “Co-Sponsors”, and jointly with the Original Sponsors and Polyolefins - the “Parties”), concerning the terms and conditions of equity investment and subordinated debt financing (“Transaction Documentation”) in connection with Polyolefins developing an investment project known as “Polimery Police” (hereinafter: the “Project”).

The following agreements were executed as part of the Transaction Documentation: (i) an investment agreement between the Original Sponsors, Polyolefins and Grupa Lotos; (ii) a loan agreement between Polyolefins and Grupa Lotos; (iii) an investment agreement between the Original Sponsors, Polyolefins, Hyundai and KIND; (iv) a loan agreement between Polyolefins and KIND; (v) a loan agreement between the Issuer and Polyolefins; (vi) a loan agreement between the Subsidiary and Polyolefins and (vii) a shareholders’ agreement between all the Parties.

Based on the Transaction Documentation, Grupa Lotos undertook to invest in the Project the total amount of PLN 500,000,000 (hereinafter: “Lotos’s Investment”) by: (a) contributing cash in the total amount of PLN 300,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (b) providing a subordinated loan to Polyolefins in the amount of PLN 200,000,000. Also, Hyundai undertook to invest a total of USD 73,000,000 in the Project (hereinafter: “Hyundai’s Investment”) by contributing cash to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and KIND undertook to invest a total of USD 57,000,000 in the Project (hereinafter: “KIND’s Investment”, and jointly with Lotos’s Investment and Hyundai's Investment - “Co-Sponsors’ Investment”) by (i) contributing cash in the amount of USD 5,000,000 to cover the increased share capital of Polyolefins and take up new shares in Polyolefins, and (ii) providing a subordinated loan to Polyolefins in the amount of USD 52,000,000.

By the date of this report, the Original Sponsors have contributed the amount of PLN 523,760,114.55 into Polyolefins as an equity contribution to cover the shares they take up in Polyolefins, namely, the Issuer has contributed PLN 219,649,330 and the Subsidiary has contributed PLN 304,110,784.55. Based on the Transaction Documentation, the Original Sponsors additionally undertook to: (i) contribute additional equity to Polyolefins up to the maximum amount of PLN 297,046,245.70 (the Issuer’s undertaking); (ii) contribute additional equity to Polyolefins up to the maximum amount of PLN 278,545,884.65 (the Subsidiary’s undertaking); and (ii) provide loans in the total amount of PLN 732,901,520.00, including PLN 344,463,738.00 from the Issuer and PLN 388,437,782.00 from the Subsidiary (the “Original Sponsors’ Investment”).

The performance of the Co-Sponsors’ undertakings under the Co-Sponsors’ Investment (“Closing”) is conditional upon the fulfilment of the conditions precedent agreed in the Transaction Documentation, including, without limitation: the Initial Sponsors contributing funds to cover the Initial Sponsors’ Investment, the execution of the senior facility agreement with a syndicate of banks (“Debt Financing Agreement”) and the fulfilment of certain conditions precedent stipulated in the Debt Financing Agreement.

According to the provisions of the Transaction Documentation, the target shareholding structure of Polyolefins will be as follows: the Original Sponsors will hold a total of 64.93% of the shares, including the Issuer holding directly 30.52% and the Subsidiary holding 34.41%; Grupa Lotos will hold 17.3% of the shares; Hyundai will hold 16.63% of the shares and KIND will hold 1.14% of the shares. These percentages will represent both the share in the Company’s share capital and the total number of votes in Polyolefins’ General Meeting.

The Parties agreed that the lock-up period in which Hyundai and KIND cannot sell shares in Polyolefins (with certain exceptions) will continue until the lapse of 3 years from the Project completion date, and in the case of Lotos – until the full repayment of the debt under the Debt Financing Agreement, but no longer than until 15 December 2035. The Parties also agreed a procedure for the sale by the Co-Sponsors of shares in Polyolefins after the expiry of the agreed lock-up periods.

Under the Transaction Documentation, the Original Sponsors may conduct a public offering after the expiry of the lock-up period. Also, the Parties agreed on a put option for Hyundai and KIND to sell to the Original Sponsors, and a call option for the Original Sponsors to buy from Hyundai, in each case in relation to Polyolefins shares with a total value (calculated on the basis of the price originally paid by Hyundai and KIND for such shares) not exceeding USD 70,000,000, for the same amount expressed in USD, in the case of the put option – additionally reduced by all dividends paid to Hyundai and KIND. The Parties agreed that the options will expire on 31 December 2035, at the latest.

In the shareholders’ agreement, the Parties agreed the rules of corporate governance in Polyolefins. Under the shareholders’ agreement, the Management Board of Polyolefins will consist of 1 to 5 members elected by the Supervisory Board for a co-extensive 3-year term of office. The person nominated by the Original Sponsor holding the greater number of shares should be appointed by the Supervisory Board as President of the Management Board of Polyolefins. The Polyolefins Supervisory Board will consist of 5 to 7 members elected for a co-extensive 3-year term of office. Members of the Supervisory Board will be appointed as follows: the Original Sponsor holding the greater number of shares has the right to appoint 2 to 3 members of the Supervisory Board, including the Vice-Chairman of the Supervisory Board, and the Original Sponsor holding the smaller number of shares has the right to appoint 1 to 2 members of the Supervisory Board, including the Chairman of the Supervisory Board. As long as Grupa Lotos holds at least 3% of the shares in Polyolefins, Grupa Lotos will have the right to appoint one member of the Supervisory Board. As long as Hyundai and KIND jointly hold at least 3% of the shares in Polyolefins, Hyundai and KIND will have the right to jointly appoint one member of the Supervisory Board. Also, the Parties have agreed a list of reserved matters requiring the consent of the Supervisory Board, including those that require the affirmative votes of the members appointed by the Co-Sponsors. The shareholders’ agreement also defines the list of matters reserved for the decision of the General Meeting requiring a qualified majority of 83% of the affirmative votes at the General Meeting. The list of reserved matters does not differ from the market standards adopted for transactions of this kind. The Parties have also agreed the rules of voting on the individual matters.

The Transaction Documentation provides for liquidated damages for breaching the essential contractual provisions, including both liquidated damages due from the Initial Sponsors and those reserved for the Initial Sponsors or Polyolefins, typical for this type of transaction. The amount of liquidated damages depends on the significance of a given breach. Individual agreements concluded as part of the Transaction Documentation establish the maximum liability for most of the obligations of the Original Sponsors and Polyolefins towards the Co-Sponsors, typical for this type of transactions.

Based on the Transaction Documentation, until the Closing date, Grupa Lotos, Hyundai and KIND have the right to withdraw from the Transaction if an event or circumstances occur that have or may have a material adverse impact on, inter alia, the Project or the financial condition of Polyolefins and make it impossible to implement the Project on the agreed terms.

The Issuer will provide information about the subsequent stages of equity financing of the Project, including the Closing, in separate current reports.

Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).

23/2020
31.05.2020
Current Report No. 23/2020
Execution of the facilities agreement for the financing of the Polimery Police project with a syndicate of Polish and international financial institutions
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Legal grounds: Article 17 (1) of the MAR – confidential information               

The Management Board of Grupa Azoty S.A. (hereinafter: the “Issuer”) would like to inform you that on 31 May 2020, the Issuer’s and Grupa Azoty Zakłady Chemiczne “Police” S.A.’s subsidiary – Grupa Azoty Polyolefins S.A. (hereinafter: “Polyolefins”) signed a facilities agreement for the purpose of obtaining senior debt financing necessary for Polyolefins to implement the “Polimery Police” project (“Project”).

The facilities agreement was executed between Polyolefins and a consortium of financial institutions consisting of: Alior Bank S.A., Bank Gospodarstwa Krajowego, Bank Ochrony Środowiska S.A., Bank Polska Kasa Opieki S.A. (the bank coordinating the Project financing transaction), BNP Paribas Bank Polska S.A., the European Bank for Reconstruction and Development, Industrial and Commercial Bank of China (Europe) S.A. Poland 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, Santander Bank Polska S.A. (“Consortium”) and ICBC Standard Bank PLC (“Facilities Agreement”).

The Facilities Agreement provides for the granting of the following credit facilities by the Consortium:

a) a EUR term loan facility in the maximum amount of EUR 487,800,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the EURIBOR reference rate;

b) a USD term loan facility in the maximum amount of USD 537,700,000, which will be used in particular for financing or refinancing the Project costs during construction stage. The final maturity date is 29 November 2030, provided that, after the fulfilment of the conditions stipulated in the Facilities Agreement, it may be extended until 15 December 2035. The facility bears interest at a variable rate based on the LIBOR reference rate;

c) a working capital VAT facility in the maximum amount of PLN 150,000,000, which will be used for financing or refinancing of payments of VAT on the Project costs during construction stage. The final maturity date has been agreed as the day falling 6 (six) months after the actual Project completion date, but no later than 30 November 2024. The facility bears interest at a variable rate based on the WIBOR reference rate;

d) a working capital loan facility in the maximum amount of USD 180,000,000, the purpose of which is to finance or refinance Polyolefins’ operating expenses and working capital. The final maturity date has been agreed as the day falling 5 (five) years after the financial close, but no later than 29 November 2025. The facility bears interest at a variable rate based on the LIBOR reference rate;

The basic security of the credit facilities includes, without limitation: a mortgage on Polyolefins’ rights to real estate (owned or held on perpetual usufruct), registered pledges on all assets and rights owned by Polyolefins, registered and financial pledges on receivables from Polyolefins’ bank accounts, registered and financial pledges on all shares in Polyolefins held by Polyolefins’ shareholders (including the Issuer), declarations of submission to voluntary enforcement and security assignments.

Additionally, in connection with the Facilities Agreement, the Issuer and Grupa Azoty Zakłady Chemiczne “Police” S.A. entered into an agreement with Polyolefins and Bank Polska Kasa Opieki S.A. (acting as the facility agent and the security agent) concerning a guarantee to provide a support loan (in the form of a subordinated loan) in the amount of EUR 105,000,000, the main purpose of which is to cover the potential liquidity shortfall, construction cost overruns, operating expenses and debt service in the operating period.

Disbursement of funds under the Facilities Agreement will occur after the fulfilment of the conditions precedent stipulated in the Facilities Agreement.

The Management Board would also like to inform you that all corporate consents necessary to sign the Facilities Agreement have been obtained.

The Issuer will provide information about the subsequent stages of senior debt financing of the Project, including the financial closing, in separate current reports.

Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).

22/2020
29.05.2020
Current Report No. 22/2020
Supervisory Board’s resolution on allocation of profit for 2019
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 21/2020 of May 27th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) that on May 29th 2020, the Company’s Supervisory Board gave a favourable opinion on the proposal of the Company’s Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2019, of PLN 58,249,388.32, to the Company’s reserve funds. 

A final decision on the 2019 profit allocation will be made by the Annual General Meeting.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, As amended).

21/2020
27.05.2020
Current Report No. 21/2020
Management Board’s recommendation on allocation of Grupa Azoty’s profit for 2019
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on May 27th 2020 its Management Board passed a resolution to recommend that the Company’s entire net profit for the financial year 2019, of PLN 58,249,388.32, be allocated to the Company’s statutory reserve funds. 

The Management Board recommends that the entire net profit for 2019 be retained by the Company, as this would provide financial security for capex projects in the pipeline, Polimery Police in particular.

In order to implement the resolution, the Management Board will request the Supervisory Board to assess the proposal and the General Meeting to decide on the allocation of net profit for the financial year 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

20/2020
07.04.2020 16:17
Current Report No. 20/2020
Supervisory Board’s resolution on subscription for shares in Grupa Azoty Polyolefins
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 12/2020 of February 17th 2020, Current Report No. 14/2020 of February 18th 2020 and Current Report No. 16/2020 of March 18th 2020, Grupa Azoty S.A. (the “Company”) announces that on April 7th 2020 the Company’s Supervisory Board, in connection with Section 2 of Resolution No. 7 of the Company’s Extraordinary General Meeting dated February 17th 2020, approved the execution of an agreement to subscribe for 6,201,383 shares in Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) as part of the issue of Series F shares in GA Polyolefins for theissue price of PLN 47.90 per share, as determined by the General Meeting of GA Polyolefins, i.e. for a total of PLN 297,046,245.70.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

19/2020
26.03.2020
Current Report No. 19/2020
Change of release date for separate and consolidated full-year reports for 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 3/2020 of January 21st 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full-year reports for 2019 has been changed from April 1st 2020 to April 8th 2020.Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments has also been changed to April 8th 2020.

Accordingly, the Management Board announces that periodic reports due for release in 2020 will be released as per the following updated schedule:

  1. First and third quarter interim results:
    • Q1 2020 complete consolidated report – May 21st 2020
    • Q3 2020 complete consolidated report – November 19th 2020
  2. Half-year interim results:
    • H1 2020 complete consolidated report – September 10th 2020
  3. Full-year results:
    • 2019 separate full-year report – April 8th 2020
    • 2019 consolidated full-year report – April 8th 2020.

The 2019 consolidated report on payments to governments will be released on April 8th 2020.

Legal basis: Par. 80.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

18/2020
26.03.2020
Current Report No. 18/2020
The Company’s position on the effects of the coronavirus outbreak and COVID-19 pandemic on the Company’s and the Group’s operations
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Legal basis: Article 17(1) of MAR – Inside information

In line with the recommendations of the European Securities and Markets Authority (ESMA) and of the Polish Financial Supervision Authority, the Management Board of Grupa Azoty S.A. (the “Company”) publishes information on the current situation of the Company and its Group (the “Grupa Azoty Group”) in relation to the continuing effects of the outbreak of the SARS-CoV-19 coronavirus causing the COVID-19 infectious disease (“COVID-19”).

The Company’s Management Board is constantly monitoring the developments and the impact of the COVID-19 pandemic on the Company’s and the Grupa Azoty Group’s operations. The Company and other Group companies have implemented procedures ensuring prompt response of competent emergency services in a bid to limit disruptions to their operations to a minimum. The Company has also issued recommendations designed to reduce the risk of employees contracting the disease. No major declines in sales volumes, no disruptions in the supply of raw materials, merchandise and services and no rise in employee absences that would interfere with continuity of production have been reported by the Grupa Azoty Group so far.

The Company is focused on identifying risks associated with the epidemic threat in order to take preventive measures in advance. The Company has identified risk areas related to the COVID-19 pandemic, which may have a material bearing on the Company’s future financial performance. These risks include:

  1. Supply chain and sales disruptions due to transport constraints (particularly in areas with a high epidemic risk) caused by issues attributable to transport companies, a reduction in the number and type of available means of transport, an increase in delivery costs on account of increased transport rates (particularly in exports), temporary border closures, and other related constraints. There are problems with the availability of means of transport to carry export goods.
  2. Potential temporary disruptions in timely execution of investment projects and maintenance work at the Company or other Group companies due to constraints or limited availability of contractors and possible delays in the delivery of materials and equipment and in the process of issuing administrative decisions by public administration authorities.
  3. Disruptions in the continuity of production processes caused by a potential reduction in employee availability.
  4. Risk of a deteriorated liquidity position faced by some trading partners as a result of payment delays.
  5. Exchange rate volatility.

The risk of sales disruption by segments:

  • Agro Fertilizers
    No decline in fertilizer demandhas been recorded as at the date of this report. The present situation may affect export sales. A decline in export sales may be offset by lower imports and higher domestic sales. Export sales account for 35% of the Group’s total fertilizer sales.
  • Plastics
    The segment has already experienced a reduction in orders from customers in various industries. The largest declines are expected in the automotive segment. Temporary factory shutdowns announced by leading automotive manufacturers will lead to lower orders along the entire supply chain.
  • Chemicals
    The first cases of reduced ability to supply oxo alcohols and plasticisers to customers in countries with a high degree of epidemic risk have been identified, driven by both production constraints faced by trading partners and transport restrictions. Around one-fourth of oxo alcohol and plasticiser volumes are destined for the markets particularly exposed to the COVID-19 outbreak.   
    The Grupa Azoty Group has received first information from several of its melamine customers on the implementation of temporary production cuts. The scale of this development will not significantly affect sales in the first quarter of 2020, but the Company believes there is a risk demand will decline in the following months.
    A scale-down of transport operations is translating into lower purchases of fuels and fuel additives designed to reduce exhaust emissions (NOXy ®). NOXy® distributors have already reported problems with contract performance, particularly with respect to exports.
    The situation is having an adverse impact on the pigments market in Europe. Italy has been the first country to apply provisions mandating a complete shutdown of the industrial sectors not related to public security. Selling titanium white on the Italian market is not possible as at the time of publication of this report. There are reasonable concerns that similar restrictions will be introduced by France and Germany. No clear forecasts are available – on the one hand a decline in demand is expected, on the other hand demand could rise due to supply constraints in China.

The above assessment has been prepared according to the Company’s best knowledge as at the date of this current report. The actual effects of the COVID-19 pandemic and its impact on the Company’s operations are unknown, cannot be estimated and depend on factors that are beyond the Company’s control and are subject to dynamic changes.

Therefore, it is not possible today to accurately predict the impact of the COVID-19 pandemic on the Company’s operations, parameters, forecasts and financial condition or on the progress of the Company’s or other Group companies’ investment projects. However, an increase in the risk of a material adverse effect of the COVID-19 pandemic on the Group’s operations in the short term cannot be ruled out.

Any new developments causing a material change in the Company’s economic condition or significantly affecting its current or future financial performance will be reported in subsequent current reports.

Legal basis:
Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

17/2020
25.03.2020
Current Report No. 17/2020
Expected effect of one-off non-cash items on earnings
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of one-off non-monetary items on the Company’s consolidated financial statements for 2019.

The Company's Management Board analysed indications of impairment and a need to recognise impairment losses on the Company's assets, including shares in subsidiaries and their assets recognised in the consolidated financial statements. As a result, it was decided that impairment tests were necessary. Following the impairment tests, an impairment loss was recognised on the assets of Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A., a subsidiary,  because of sharp declines in sales volumes and prices on the sulphur market.

The effect of the impairment loss on the Company's consolidated 2019 results is as follows:

  • effect on consolidated EBITDA: PLN 28.8 m,
  • effect on consolidated net profit: PLN - 23.4 m.

The impairment loss on non-current assets at the consolidated level necessitates recognition of an impairment loss of PLN 32.2m on shares in Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. in the separate financial statements of Grupa Azoty S.A.

The effect of the above on the Company's separate profit/(loss) for 2019 is as follows:

  • effect on separate net profit/(loss): PLN 32.2 m.

The impairment loss will be charged against finance costs so it will not reduce the Company's separate EBITDA for 2019.

At the same time, the Company's Management Board analysed the possibility of utilising the asset related to future benefits arising from the Company's operations conducted in the Krakowski Park Technologiczny Special Economic Zone (“SEZ”) with respect to the polyamide plant II.

As at December 31st 2018, the Company recognised an asset in respect of the benefits it had expected from operating in the SEZ, in the amount corresponding to the expected tax savings on those operations, estimated at PLN 25.9m. As at June 30th 2019, the amount was reduced to PLN 21.5m. Because the realisation of that asset is not certain given the loss incurred in 2019 on the operations conducted in the SSE and the difficult outlook for that part of business in the near future, a decision was made to reverse the asset.

The reversal will not affect the separate or consolidated EBITDA but will only have an effect on the separate and consolidated net profit for 2019 in the amount of PLN - 21.5m.

As the audit of the Company’s financial statements for 2019 has not yet been completed, the above amounts are not final and are subject to change.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

16/2020
18.03.2020
Current Report No. 16/2020
Management Board resolution to acquire shares in Grupa Azoty Polyolefins S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 12/2020 of February 17th 2020 and Current Report No. 14/2020 of February 18th 2020, Grupa Azoty S.A. (the “Company”) announces that on March 18th 2020 the Company’s Management Board, in connection with Section 2 of Resolution No. 7 of the Company’s Extraordinary General Meeting of February 17th 2020,passed a resolution to acquire 6,201,383 (six million, two hundred and one thousand, three hundred and eighty-three) shares in Grupa Azoty Polyolefins S.A. (“GAPolyolefins”) as part of the issue of Series F shares in GA Polyolefins for an issue price set by the GA Polyolefins GeneralMeeting at PLN 47.90 (forty-seven złoty, 90/100) per share, i.e. for a total amount of PLN 297,046,245.70 (two hundred and ninety-seven million, forty-six thousand, two hundred and forty-five złoty, 70/100).

In order to implement the resolution, the Management Board will request the consent of the Supervisory Board for the above actions.

Currently, the Company holds directly 47% of shares in GA Polyolefins, while 53% of GA Polyolefins shares are held by the Company’s subsidiary, Grupa Azoty Zakłady Chemiczne Police S.A.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

15/2020
02.03.2020 13:03
Current Report No. 15/2020
Answers to questions asked during the Extraordinary General Meeting on February 17th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A (the “Company”) presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on February 17th 2020.

1. Please provide information on the final financing structure of the Polimery Police project. If it is not ready yet, please provide details of the currently planned financing structure (including the sources, amounts and estimated costs of the financing, security used and its terms and conditions). What amount of external (non-equity) financing is needed for the project?

The target financing structure of the Polimery Police project (the “Polimery Project”) was negotiated and agreed on by the Original Sponsors, i.e. the Company, Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) and Grupa Azoty Polyolefins S.A. (“GA Polyolefins”) on one side and the Joint Sponsors, i.e. Hyundai Engineering Co., Ltd, Korea Overseas Infrastructure & Urban Development Corporation and Grupa Lotos S.A. on the other, under term-sheets for equity investment(as announced by the Company’s Management Board in Current Report No. 50/2019 of September 19th 2019, Current Report No. 77/2019 of December 13th 2019 and Current Report No. 80/2019 of December 23rd 2019), and with financial institutions under key terms of senior debt financing and the commitment letters issued by the institutions to GA Polyolefins.

GA Polyolefins has obtained binding senior debt financing commitments from financing institutions, which, together with the Joint Sponsors’ commitments made under the term-sheets and the planned investment by the Original Sponsors, provide the funding needed to implement the Polimery Project. Moreover, the negotiated terms and conditions of financing for the Polimery Project are in line with project finance standards applicable to large industrial projects of this type.

The Polimery Project financing structure, with a budget estimated at around EUR 1.52bn, comprises:

  1. approximately 60% of senior debt financing provided by financing institutions in the form of long-term facilities and supplementary working capital loans and VAT loans, to be granted on the project finance basis, that is without recourse of the financing institutions to the other Grupa Azoty Group companies, except for permitted security limited in scope and amount;
  2. approximately 40% of financing provided by the Original Sponsors and Joint Sponsors in the form of equity and an equity equivalent in the form of loans from the Original Sponsors and Joint Sponsors, subordinated to senior debt financing; with the proviso that the share of subordinated loans has been set at 40% of the total financial contribution of the Original Sponsors and Joint Sponsors.

The details of the financing structure, including the amounts committed by each financing institution, estimated costs of financing, required security and other material terms and conditions are confidential and may not be disclosed to the public.

2. Why are agenda items 7 and 8 concerning loans to be removed from the agenda? Is the Grupa Azoty Group still planning to provide the loans covered by those items, and if so, what are the loan terms? We believe the Management Board’s initial decision was correct – provision of the loans will require the General Meeting’s consent.

Having considered the position of the Company’s Supervisory Board on issuing an opinion on the proposals submitted to the General Meeting and covered by items 7 and 8 of the agenda, the Company’s Management Board requested the General Meeting not to consider the proposals, as announced in Current Report No. 10/2020 of February 14th 2020, to which the Supervisory Board’s position was attached as an appendix, and in Current Report No. 11/2020 of February 14th 2020. As per the position presented by the Supervisory Board, in the light of the Company’s Articles of Association, granting consent to the Management Board to enter into legal transactions, including to advance loans exceeding PLN 6,000,000 (six million złoty), falls within the Supervisory Board’s powers, unless the exemption conditions stipulated in the Company’s Articles of Association are met.

The Company’s Management Board plans to advance intra-group loans, including subordinated loans to GA Polyolefins as a source of equity financing, in accordance with the financing structure described in the answer to question 1. Each loan will be subject to the Company obtaining appropriate corporate approvals required by the Company’s Articles of Association, including consent from the Supervisory Board.

3. What is the estimated consolidated net debt to EBITDA ratio at the end of 2019 (including the Polimery Project)?

It is not yet possible to answer this question as the 2019 financial results have not yet been published. The process of preparing and auditing the 2019 financial statements is ongoing. The full-year reports of the Grupa Azoty Group companies for 2019 are planned to be published on April 1st 2020. In its periodic reports, the Company provides all financial data required by law to enable a reliable assessment of its financial condition.

4. What margins are expected to be delivered by Grupa Azoty Polyolefins (GAP)? What are the expected IRR and NPV indicators for the project?

The Polimery Police project was evaluated based on profitability indicators customarily used to measure rate of return that were specifically calculated for the project. These are:

  • NPV (Net Present Value);
  • IRR (Internal Rate of Return);
  • PP (Payback Period).

The starting point for the feasibility study was a financial model developed and updated by GA Polyolefins, the special purpose vehicle established to implement the Polimery Project, with the support of an independent financial adviser. The financial projections provided by the model were used in the negotiations of borrowing terms with the banks, to conduct a private investor test, and to develop the Polimery Police Project’s business plan.

The findings of these economic analyses confirm the Polimery Project’s feasibility; in particular, the Polimery Project’s net present value (NPV) is positive, and the internal rate of return (IRR) is higher than the minimum rate of return required by the investor (cost of capital), which indicates that the Polimery Project is profitable to the Company and the Grupa Azoty Group.

The Project’s profitability was also compared with the expected market rates of return on investments in polypropylene manufacturers. It was determined that the Project offers a rate of return above the market range of expected returns on alternative investments.

Detailed information on GA Polyolefins’ expected margins constitutes a trade secret.

5. Has the Grupa Azoty Group secured propane supplies for the polypropylene unit? If so, who is the supplier?

GA Polyolefins has identified key suppliers of propane for the PDH unit, and in 2019 it signed letters of intent for propane supplies in quantities significantly above what the company needs. In line with market practice, negotiations of contracts for the supply of feedstocks will be closed and relevant contracts will be signed one year before the first delivery, that is in 2021. This being said, it should be noted that the propane market is liquid, enabling propane to be purchased in spot transactions, and most market advisers believe this trend will continue in the future. All propylene for the PP unit will come from the PDH unit.

6. What are the benefits to Grupa Azoty S.A. and its shareholders of using the method of financing the Polimery Project proposed by the Management Board, that is funding the Project partly with a direct equity contribution and partly with intra-group loans, as compared with a simpler option of funding the Project solely by Grupa Azoty making an equity investment in GAP, which would allow GA to acquire direct and full control of GAP and cash flows to GAP, and to create added value for Grupa Azoty shareholders by increasing its direct shareholding in GAP?

The Polimery Project financing structure reflects the existing ownership interest of both Original Sponsors and the related division of risks.

It is possible the Company will decide to increase its direct equity interest in GA Polyolefins in the future, including by purchasing shares from Joint Sponsors.

The agreed structure of the aggregate financing to be provided by the Original Sponsors, comprising an equity contribution (60%) and subordinated loans (40%), ensures the Company (directly and indirectly) will hold full control of GA Polyolefins, while being able to secure optimum cash flows under the Polimery Project to create added value for shareholders and taking into account the Joint Sponsors’ expectations for return on capital employed that are in line with market standards.

Partly financing projects implemented on a project finance basis with long-term subordinated loans is a common market practice, offering more flexible options for distributing funds to investors during commercial operation.

7. What are the estimated tax costs (interest, tax on civil-law transactions, income tax, including those related to share capital increases in companies) associated with the proposed financing model for GAP? Has the Grupa Azoty Group or any other Group companies reported any tax schemes (within the meaning of MDR) to tax authorities with respect to the planned financing structure of the Polimery Project? If so, what schemes have been reported?

The proposed financing model is a result of legal and tax analyses designed to achieve a compromise that would meet the expectations of all Polimery Project’s stakeholders. In particular, the equity contribution being partly made in the form of contributions to statutory reserve funds enhances GA Polyolefins’ ability to pay dividends sooner, as any accumulated losses and the mandatory contribution of 8% of the annual net profit can be covered with statutory reserve funds created in this way.

By resolution of the Company’s Extraordinary General Meeting of February 18th 2020, the share capital of GA Polyolefins was increased by PLN 131,944,310 through the issue of 13,194,431 ordinary shares at the issue price of PLN 47.90. The related tax on civil-law transactions amounted to PLN 659,722.

On February 20th 2020, the GA Polyolefins Management Board filed an MDR-3 report with a tax scheme related to new capital being raised through the issue of new shares, with the issue price set above their nominal price.

On January 20th 2020, an MDR-1 form was filed by the Company’s advisor as another entity required to provide information on the scheme.

A part of the equity contribution being made by the Company and Grupa Azoty Police in the form of long-term subordinated loans will allow those companies, as GA Polyolefins shareholders, to earn interest income until the loans are repaid, with GA Polyolefins benefitting from the tax shield of reduced taxable income.

Operating in the Pomeranian Special Economic Zone, GA Polyolefins will use a corporate income tax exemption until 2026, therefore these effects are expected after that date.

8. What is the Management Board’s current dividend policy? Considering the costs of the Polimery Project, does the Management Board intend to recommend dividend payments in the coming years? If so, what will the payout ratio be?

In line with the approved Update to the Grupa Azoty Group’s Strategy for 2013−2020, the dividend policy provides for a dividend payout ratio of up to 60% of net profit, with no lower end of the dividend payout range set given the ongoing extensive capital investment programme and the risk of an economic downturn. The financing structure is optimised according to the Grupa Azoty Group’s needs and capabilities to ensure long-term financial security and successful implementation of key investment plans.

The dividend recommendations of the Company’s Management Board are always thoroughly analysed taking into account the Grupa Azoty Group’s strategic perspective and current financial position. The decision on the amount of dividend paid for a given year rests with the Company’s Annual General Meeting.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

14/2020
18.02.2020
Current Report No. 14/2020
Share capital increase at subsidiary Grupa Azoty Polyolefins S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 12/2020 of February 17th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on February 18th 2020 the Extraordinary General Meeting of Grupa Azoty Polyolefins S.A. (“GA Polyolefins”), a subsidiary of the Company, resolved to increase the share capital of GA Polyolefins by PLN 131,944,310.00 (one hundred and thirty-one million, nine hundred and forty-four thousand, three hundred and ten złoty) through an issue of 13,194,431 (thirteen million, one hundred and ninety-four thousand, four hundred and thirty-one) new Series F registered shares with a par value of PLN 10 (ten złoty, 00/100) per share. The issue price of each Series F share shall be PLN 47.90 (forty-seven złoty, 90/100).

The new shares will be taken up by way of a private placement by:

  • Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Company, which will acquire 6,993,048 (six million, nine hundred and ninety-three thousand, forty-eight) shares;
  • the Company, which will acquire 6,201,383 (six million, two hundred and one thousand, three hundred and eighty-three) shares.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

13/2020
18.02.2020
Current Report No. 13/2020
Shareholders holding 5% or more of total voting rights at Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting


The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting held on February 17th 2020, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.

 
Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).

12/2020
17.02.2020 18:13
Current Report No. 12/2020
Resolutions voted on by Grupa Azoty Extraordinary General Meeting on February 17th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information   The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Extraordinary General Meeting on February 17th 2020, together with voting results.

The documents being the subject of the resolutions voted on at the Extraordinary General Meeting have been published on the Company’s website at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia

The Extraordinary General Meeting decided to remove the following items from the agenda:

- item 7: “Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Polyolefins S.A., the SPV established to implement the Polimery Police project, of long-term loans subordinated to Grupa Azoty Polyolefins S.A.’s planned senior debt financing.”

- item 8: “Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. of long-term cash loans in excess of PLN 100m each to finance investment projects.”

- item 9: “Changes in the composition of the Supervisory Board of Grupa Azoty S.A.”

Therefore, by Resolution No. 5 of the Extraordinary General Meeting, its new agenda was adopted.

The Management Board also publishes, attached hereto, draft resolutions on removal of items 7, 8 and 9, submitted by an eligible individual shareholder.

The resolutions, attached hereto, have been passed by the Extraordinary General Meeting of the Company.

During the meeting an objection was raised and recorded in the minutes, concerning Resolution No. 4 on removal of item 9 from the agenda of the Extraordinary General Meeting.

 Legal basis: Par. 19.1.6, Par. 19.1.7 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

11/2020
14.02.2020 23:39
Current Report No. 11/2020
Revision of document submitted to Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
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Legal basis:

Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

Revision of document submitted to Grupa Azoty Extraordinary General Meeting convened for February 17th 2020

Further to Current Report No. 10/2020 of February 14th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the revised text of the document submitted to the Company’s Extraordinary General Meeting convened for February 17th 2020, concerning item 8 of the agenda.

The revision consists in editorial changes made to specify the precise date of the resolution adopted by the Company’s Management Board.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

10/2020
14.02.2020
Current Report No. 10/2020 of February 14th 2020
Update of documents to be considered by Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
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Further to Current Reports No. 5/2020 and No. 6/2020 of January 21st 2020 and Current Report No. 8/2020 of January 31st 2020, in connection with an Extraordinary General Meeting convened for February 17th 2020 (the “EGM”), the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, documents relevant to resolutions to be voted on by the EGM that have not yet been published:

  • report of the Supervisory Board of Grupa Azoty S.A. on the voting held on February 10th and February 11th 2020 by means of remote communication on a Supervisory Board resolution to issue an opinion on a proposal of the Management Board of Grupa Azoty S.A. to the General Meeting to grant consent to the provision of long-term subordinated loans to Grupa Azoty Polyolefins S.A. (item 7 of the EGM’s agenda) and a Supervisory Board resolution to issue an opinion on a proposal of the Management Board of Grupa Azoty S.A. to the General Meeting to grant consent to the provision of long-term loans, each in excess of PLN 100,000,000, to the subsidiaries Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A. (item 8 of the EGM’s agenda);
  • resolution of the Management Board of Grupa Azoty S.A. to withdraw a proposal to the General Meeting of Grupa Azoty S.A. (item 7 of the EGM’s agenda);
  • resolution of the Management Board of Grupa Azoty S.A. to withdraw a proposal to the General Meeting of Grupa Azoty S.A. (item 8 of the EGM’s agenda).

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

9/2020
06.02.2020
Current Report No. 9/2020 of February 6th 2020
Update of documents to be considered by Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 5/2020 and Current Report No. 6/2020 of January 21st 2020, in connection with an Extraordinary General Meeting of Grupa Azoty S.A. convened for February 17th 2020 (the “EGM”), the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report as a supplementary document concerning a matter included in the EGM’s agenda, a resolution of the Company’s Supervisory Board providing an opinion on a proposal of the Management Board of Grupa Azoty S.A. to the General Meeting of Grupa Azoty S.A. to consent to the subscription of shares in the increased share capital of Grupa Azoty Polyolefins S.A., which is intended to supplement documents concerning item 6 of the EGM’s agenda.

The resolution will be posted on the Company’s website.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

8/2020
31.01.2020
Current Report No. 8/2020 of January 31th 2020
Revision of request submitted to Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
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Legal basis:
Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

Revision of request submitted to Grupa Azoty Extraordinary General Meeting convened for February 17th 2020

Further to Current Report No. 6/2020 of January 21st 2020, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the revised text of its request submitted to the Company’s Extraordinary General Meeting convened for February 17th 2020, concerning item 8 of the agenda.

The revision involves some editorial changes, e.g. to clarify the list of subsidiaries to which intra-group long-term loans are to be advanced to finance investment projects.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

7/2020
24.01.2020 14:47
Current Report No. 7/2020 of January 24th 2020
New item put on agenda of Grupa Azoty Extraordinary General Meeting at shareholder’s request
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 5/2020 of January 21st 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 24th 2020 it received a request from the shareholder State Treasury, submitted pursuant to Art. 401.1 of the Commercial Companies Code, to place the following item on the agenda of the Company’s Extraordinary General Meeting convened for February 17th 2020:

“Changes in the composition of the Supervisory Board of Grupa Azoty S.A.”

At the same time, the shareholder submitted draft resolutions to the agenda item it has proposed, attached as an appendix to this report.

Acting pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Extraordinary General Meeting has been changed by adding item 9. At the same time, previous item 9 “Closing of the Meeting” is renumbered as item 10.

The agenda of the Company’s Extraordinary General Meeting convened for February 17th 2020 incorporating the amendment set out above shall read as follows:

  1. Opening of the Extraordinary General Meeting.
  2. Appointment of the Chairperson of the Meeting.
  3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Appointment of a Ballot Counting Committee for the Extraordinary General Meeting.
  6. Voting on a resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A.
  7. Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Polyolefins S.A., the SPV established to implement the Polimery Police project, of long-term loans subordinated to Grupa Azoty Polyolefins S.A.’s planned senior debt financing.
  8. Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. of long-term cash loans in excess of PLN 100m each to finance investment projects.
  9. Changes in the composition of the Supervisory Board of Grupa Azoty S.A.
  10. Closing of the Meeting.

Legal basis: Par. 19.1.3 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 March 29th 2018 (Dz.U. of 2018, item 757).

6/2020
21.01.2020 23:49
Current Report No. 6/2020 of January 21st 2020
Draft resolutions for Grupa Azoty Extraordinary General Meeting convened for February 17th 2020
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary General Meeting convened for February 17th 2020.

In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the Extraordinary General Meeting.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

5/2020
21.01.2020 23:35
Current Report No. 5/2020 of January 21st 2020
Notice of Extraordinary General Meeting of Grupa Azoty to be held on February 17th 2020
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1) of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses 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, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on February 17th 2020, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 17, Tarnów, Poland, in conference room 57/58, 1st floor.

The total number of Grupa Azoty shares is 99,195,484. As at February 17th 2020, the number of votes attached to these shares is 99,195,484.

AGENDA:

  1. Opening of the Extraordinary General Meeting.
  2. Appointment of the Chairperson of the Meeting.
  3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Appointment of a Ballot Counting Committee for the Extraordinary General Meeting.
  6. Voting on a resolution to grant consent to the subscription for shares in the increased share capital of Grupa Azoty Polyolefins S.A.
  7. Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Polyolefins S.A., the SPV established to implement the Polimery Police project, of long-term loans subordinated to Grupa Azoty Polyolefins S.A.’s planned senior debt financing.
  8. Voting on a resolution to grant consent to the provision by Grupa Azoty S.A. to Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A., and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. of long-term cash loans in excess of PLN 100m each to finance investment projects.
  9. Closing of the Meeting.

Right to participate in the General Meeting

Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to participate in the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at February 1st 2020 (the record date).

To be able to participate in the Extraordinary General Meeting, holders of rights under book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to participate in the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. January 21st 2019,and no later than on the first weekday following the record date, i.e. February 3rd 2020. Personal 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 securities depository in accordance with the Act on Trading 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 General Meeting, i.e. on February 12th, 13th and 14th 2020, from 8:00 am to 4:00 pm. 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##.

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 persons authorised to represent the legal persons.

A proxy may exercise all the rights of a shareholder 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 will make a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a 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. 331 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. 331 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##. 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 a power 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 a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the 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 a certain matter 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 January 27th 2020. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to 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 March 29th 2018 (Dz.U. of 2018, item 757).

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 General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.

INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY S.A.

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote and other persons authorised to exercise voting rights at the EGM (jointly referred to as the “Shareholders” or “you”).

Therefore, the Company states that:

a. the controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address ##ipgcdl#at#vgjeppodin.rdb## or postal address: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;

b. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland

c. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM, allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;

d. The Company processes: (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;

e. Shareholders’ personal data may be collected by the Company from entities operating the securities depository, as well as from other Shareholders – with respect to the data included in powers of proxy;

f. The legal basis for the processing of your personal data by the Company is:

  • Article 6.1(c) of GDPR – legal obligations under the Commercial Companies Code regarding: preparation and storage of lists of shareholders and lists of attendance at the EGM, enabling the shareholders to exercise their voting rights through a proxy and enabling the shareholders to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
  • Article 6.1.(f) of GDPR – legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) exercise or defence of any legal claims;

g. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;

h. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company’s existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims pursued by the Company or against the Company;

i. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder’s identity, and failure to do so results in the Shareholder’s inability to participate in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;

j. you have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; You should bear in mind that these rights are not absolute and there are certain exceptions as to when they may be exercised provided for in the applicable laws and regulations;

k. You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.

Legal basis: Par. 19.1.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

4/2020
21.01.2020 22:29
Current Report No. 4/2020 of January 21st 2020
Antitrust clearance of intended concentration
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 21st 2020 it was notified of a decision issued by the Polish Office of Competition and Consumer Protection (UOKiK) clearing the proposed concentration whereby the Company, Hyundai Engineering Co., Ltd., Korea Overseas Infrastructure & Urban Development Corporation and Grupa LOTOS S.A. would establish a joint venture operating under the name of Grupa Azoty Polyolefins S.A. This satisfies one of the conditions precedent under the initial term-sheets, as announced by the Company in Current Report No. 77/2019 of December 13th 2019 and Current Report No. 80/2019 of December 23rd 2019.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

3/2020
21.01.2020 15:05
Current Report No. 3/2020 of January 21st 2020
Notice of full year and interim results in financial year 2020
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Grupa Azoty S.A. (the “Company”) will announce its 2019 full year results and 2020 interim results as per the following schedule:

1. First and third quarter interim results:
- Q1 2020 complete consolidated report – May 21st 2020,
- Q3 2020 complete consolidated report – November 19th 2020.

2. Half-year interim results:
- H1 2020 complete consolidated report – September 10th 2020.

3. Full-year results:
- 2019 separate full year report – April 1st 2020,
- 2019 consolidated full-year report – April 1st 2020.

The 2019 consolidated report on payments to governments will be released on April 1st 2020.

Furthermore, the Company announces that no separate quarterly results will be published by the Company, as permitted under Par. 62.1 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 March 29th 2018 (Dz.U. of 2018, item 757) (the “Regulation”). The consolidated quarterly reports will incorporate separate (non-consolidated) quarterly condensed consolidated financial statements and quarterly financial information.

Also, the Company will not publish a separate (non-consolidated) half year report, as permitted under Par. 62.3 of the Regulation.

Further, the Company will not publish separate or consolidated quarterly results for Q4 2019 and Q2 2020, as permitted under Par. 79.2 of the Regulation.

Legal basis: Par. 80.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

2K/2020
14.01.2020 17:20
Current Report No. 2K/2020 of January 14th 2020
Registration of share capital increase at subsidiary – correction
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. announces that Current Report No. 2/2020 of January 13th 2020 contained a manifest error in the subsidiary’s name.

Previous wording:

The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of the new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of the new shares, conversion of the shares into book-entry form and seeking admission of pre-emptive rights, allotment certificates and the new shares to trading on the regulated market operated by the Warsaw Stock Exchange.

Corrected wording:

The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of the new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of the new shares, conversion of the shares into book-entry form and seeking admission of pre-emptive rights, allotment certificates and the new shares to trading on the regulated market operated by the Warsaw Stock Exchange.

Following the correction, Current Report No. 2/2020 reads as follows:

The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of the new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of the new shares, conversion of the shares into book-entry form and seeking admission of pre-emptive rights, allotment certificates and the new shares to trading on the regulated market operated by the Warsaw Stock Exchange.

As at the date of this Current Report, the Subsidiary’s share capital after the registration of the share capital increase amounts to PLN 1,241,757,680 and is divided into 124,175,768 shares with a par value of PLN 10.00 per share, including:

1. 60,000,000 Series A shares;

2. 15,000,000 Series B shares; and

3. 49,175,768 Series C shares.

The total number of votes attached to all issued shares in the Subsidiary is 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight).

Following the registration of the increase in the Subsidiary’s share capital, the number of shares and voting rights held by the Company in the Subsidiary is 78,051,500, representing 62.86% of the Subsidiary’s share capital and total voting rights.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

2/2020
13.01.2020 18:20
Current Report No. 2/2020 of January 13th 2020
Registration of share capital increase at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified that on January 10th 2020 the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, registered an increase in the share capital of Grupa Azoty Police S.A., a subsidiary of the Company (the “Subsidiary”) from PLN 750,000,000 to PLN 1,241,757,680, effected through the issue of 49,175,768 Series C ordinary bearer shares in the Subsidiary, with a par value of PLN 10.00 per share, issued pursuant to Resolution No. 4 of the Extraordinary General Meeting of the Subsidiary on increasing the Subsidiary’s share capital through a rights issue, public offering of new shares, setting November 7th 2019 as the pre-emptive rights record date in respect of new shares, conversion into book-entry form and seeking admission of pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange.

As at the date of this Current Report, the Subsidiary’s share capital after the registration of the share capital increase amounts to PLN 1,241,757,680 and is divided into 124,175,768 shares with a par value of PLN 10.00 per share, including:

1. 60,000,000 Series A shares,

2. 15,000,000 Series B shares, and

3. 49,175,768 Series C shares.

The total number of votes attached to all issued shares in the Subsidiary is 124,175,768 (one hundred and twenty-four million, one hundred and seventy-five thousand, seven hundred and sixty-eight).

Following the registration of the increase in the Subsidiary’s share capital, the number of shares and voting rights held by the Company in the Subsidiary is 78,051,500, representing 62.86% of the Subsidiary’s share capital and total voting rights.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).

1/2020
02.01.2020 17:00
Current Report No. 1/2020 of January 2nd 2020
Approval of Annex No. 5 to subsidiary’s prospectus by Polish Financial Supervision Authority
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (“Company”) announces that on January 2nd 2020 the Polish Financial Supervision Authority approved Annex No. 5 to the prospectus of the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Issuer”) (“Annex No. 5”), prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).

Annex No. 5 was prepared in connection with the imposition by the Polish Financial Supervision Authority of fines on the Issuer, totalling PLN 1m, for breach of the disclosure requirements with respect to the consolidated report for 2014, annual report for 2014, consolidated annual report for 2015, annual report for 2015 and consolidated quarterly report for Q3 2016.

The Annex was published on January 2nd 2020 in electronic form on the Company’s website at (http://zchpolice.grupaazoty.com/)and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at (https://www.bm.pkobp.pl/).

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).

82/2019
31.12.2019 20:40
Current Report No. 82/2019 of December 30th 2019
Approval of Annex No. 4 to subsidiary’s prospectus by Polish Financial Supervision Authority
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 30th 2019 the Polish Financial Supervision Authority approved Annex No. 4 (“Annex No. 4”) to the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of the Company (the “Subsidiary”), prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 individual pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).

Annex No. 4 was prepared in connection with the execution on December 23rd 2019 of an amended term sheet setting out the terms of equity financing of the Polimery Police Project between the Subsidiary, the Company and Grupa Azoty Polyolefins S.A. on the one side and Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation on the other side, and the issuance by Grupa Azoty Polyolefins S.A. of the Full Notice to Proceed under the EPC contract for the Polimery Police Project.

The Annex was published on December 30th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/, and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).

81/2019
23.12.2019 15:37
Current Report No. 81/2019 of December 23rd 2019
Closing of subsidiary’s public offering and allotment of Series C ordinary bearer shares
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Parent”) announces successful conclusion of the issue of 49,175,768 Series C ordinary bearer shares with a par value of PLN 10.00 per share (“New Shares”), carried out by its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Company”) pursuant to Resolution No. 4 of the Company’s Extraordinary General Meeting of September 23rd 2019 on increasing the Company’s share capital by way of an issue of new shares with pre-emptive rights, conducting a public offering of new shares, setting November 7th 2019 as the record date for pre-emptive rights in respect of the new shares, converting into book-entry form and seeking the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amending the Company’s Articles of Association (i) by way of a public offering based on the Company’s prospectus approved by the Polish Financial Supervision Authority on November 5th 2019 (the “Prospectus Based Offering”) and (ii) by way of an offering which did not require the preparation of a prospectus in accordance with Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14th 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

On December 23rd 2019, the Company’s Management Board passed a resolution to allot 49,175,768 New Shares which had been duly subscribed and paid for, of which:

49,175,768 (forty-nine million, one hundred and seventy-five thousand, seven hundred and sixty-eight) New Shares were allotted to entities that placed subscription orders for New Shares in the exercise of their pre-emptive rights and to entities that placed additional subscription orders.

At the same time, the Parent’s Management Board announces that no New Shares were subscribed for in the offering of New Shares for which no primary or additional subscription orders had been placed in the public offering.

The total number of New Shares subscribed for is 49,175,768, of which the Parent subscribed for 28,551,500 New Shares.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

80/2019
23.12.2019 15:35
Current Report No. 80/2019 of December 23rd 2019
Execution of amended term sheet concerning equity investment and financing of Polimery Police project with Hyundai Engineering Co., Ltd and Korea Overseas Infrastructure & Urban Development Corporation
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 25/2019 of May 10th 2019 and No. 49/2019 of September 19th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 23rd 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”; jointly with the Company: the “Original Sponsors”) and a subsidiary of the Original Sponsors – Grupa Azoty Polyolefins S.A. (“Polyolefins”) signed an amended term sheet (the “Term Sheet”) with Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”; jointly with Hyundai: the “Joint Sponsors” and jointly with the Original Sponsors and Polyolefins: the “Parties”), setting out the terms of an equity investment in and financing of the Polimery Police project (the “Project”) being implemented by Polyolefins.

The Term Sheet has not changed the amount of the Original Sponsors’ commitment or the Joint Sponsors’ joint commitment to the Project of USD 130,000,000. However, the Parties have modified the forms of Project financing as follows:

  1. Hyundai has agreed to invest a total amount of USD 73,000,000 by providing a cash contribution to cover the Polyolefins increased share capital and to acquire new Polyolefins shares;
  2. KIND has agreed to invest in the Project a total amount of USD 57,000,000 by (i) providing a cash contribution of USD 5,000,000 to cover the Polyolefins increased share capital and acquire new Polyolefins shares, and (ii) providing to Polyolefins a subordinated loan of USD 52,000,000;
  3. the Original Sponsors have agreed to invest in the Project a total amount of up to PLN 1,400,000,000 and the proceeds from a Secondary Public Offering (SPO) of the Subsidiary shares, (depending on the outcome of the SPO) by providing cash contributions to cover the Polyolefins increased share capital and acquire new Polyolefins shares or by providing to Polyolefins subordinated loans on commercial terms.

The Parties also amended the list of conditions precedent to the Joint Sponsors’ investment by adding new conditions, namely: (i) obtaining the relevant antitrust clearance from the relevant competition authority; and (ii) fulfilling other conditions precedent to be specified in the final equity financing documents.

The Term Sheet has not introduced any changes with respect to special rights to be vested in the Joint Sponsors or the duration of the lock-up period.

With respect to the exit procedure for the Joint Sponsors, the Parties have maintained the existing financial terms and scope of the put option for a part of their equity contribution to Polyolefins of USD 70,000,000 and, in addition, provided for an exit mechanism in respect of the balance of the Joint Sponsors’ equity contribution, which is to consist in re-acquisition of the shares by Polyolefins for cancellation.

The Term Sheet constitutes a binding obligation of the Parties provided that: (i) the wording of the equity financing documents (i.e. investment agreement, shareholders’ agreement, and any other documents required in connection with equity financing of Polyolefins) is agreed upon to the satisfaction of the Joint Sponsors, (ii) the wording of the KIND loan agreement is agreed upon to the satisfaction of KIND, and (iii) the conditions precedent set out in the Term Sheet are satisfied.

The Term Sheet was concluded for a definite term, expiring on June 30th 2020, with an option to extend it or to terminate it on an earlier date, subject to the Parties’ mutual consent. The Term Sheet will also expire if the Parties execute the final transaction documents (i.e. equity financing documents and KIND loan agreement), which will supersede the Term Sheet.

The amendments made in the Term Sheet result from the execution of an initial term sheet concerning an equity investment in and financing of the Project with Grupa LOTOS S.A., as announced by the Company in Current Report No. 77/2019 of December 13th 2019, and the need to align the terms of the Joint Sponsors’ investment in the Project with the terms agreed upon with Grupa LOTOS.

Information on the milestones of the Project’s equity financing will be announced by the Company in separate current reports.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

79/2019
23.12.2019 15:33
Current Report No. 79/2019 of December 23rd 2019
Issuance of Full Notice to Proceed under EPC Contract
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 28/2019 of May 11th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 23rd 2019 the subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. – Grupa Azoty Polyolefins S.A. (“Polyolefins”), acting pursuant to a resolution of the Polyolefins General Meeting of December 23rd 2019, issued to Hyundai Engineering Co., Ltd (the “Contractor”), being the contractor under the turnkey engineering, procurement and construction contract for the Polimery Police Project dated May 11th 2019 (the “EPC Contract”), a Full Notice to Proceed. The issuance of the Full Notice to Proceed triggers the Contractor’s obligation to proceed to the execution of the full scope of the EPC Contract, in exchange for payment by Polyolefins of the full price specified in the EPC Contract, as announced in Current Report No. 28/2019. The price due to the Contractor will be payable against milestones specified in the EPC Contract, following acceptance of a given milestone by signing a relevant acceptance report.

The EPC Contract provides for turnkey execution of the Polimery Police Project, i.e. a new petrochemical complex in Police, comprising five sub-projects: (i) a propane dehydrogenation unit (PDH Unit), (ii) a polypropylene unit (PP Unit), (iii) a polypropylene packaging, storage, logistics and forwarding system, (iv) auxiliary systems and inter-unit connections, and (v) a storage and handling terminal comprising port facilities to unload and store propane and ethylene from sea vessels. The target capacity of the PDH Unit is 400,000 tonnes of propylene with a purity of 99.6% by volume (polymer grade) per 8,000 hours, and that of the PP Unit – 400,000 tonnes of polypropylene (various grades) per 8,000 hours.

Under the EPC Contract, an optional scope of work was also assigned by Polyolefins to the Contractor subject to the terms and conditions and in exchange for a price strictly defined in the EPC Contract. The optional scope of work comprises three additional options: (i) to construct a nitrogen plant for the PDH Unit and PP Unit, (ii) to equip a laboratory for the Polimery Police Project, and (iii) to deliver equipment for the production and plant maintenance staff. The total price due for the optional scope of work is EUR 19,880.000.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

78/2019
17.12.2019 18:02
Current Report No. 78/2019 December 24th 2019
Notification of transactions received under Article 19 of MAR
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Legal basis: Article 19(3) of MAR – Notification of transactions executed by persons discharging managerial responsibilities.

The Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Company”) announces that on December 24th 2019 the Company received from Grupa Azoty S.A. – a person closely associated with the President of the Company’s Management Board Wojciech Wardacki – a notification (“Notification”) of transactions referred to in Article 19(1) of the Market Abuse Regulation (“MAR”).

The text of the Notification is attached as an appendix hereto.

Legal basis: Article 19(3) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).

77/2019
13.12.2019 17:14
Current Report No. 77/2019 of December 13th 2019
Execution of initial term sheet with Grupa LOTOS for equity investment and financing of Polimery Pol
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 24/2019 of April 26th 2019, No. 58/2019 of October 31st 2019, No. 73/2019 of November 22nd 2019 and No. 74/2019 of December 6th 2019, the Management Board of Grupa Azoty S.A. (the „Company”) announces that on [December 13th] 2019 the Company and the Company's subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”; jointly with the Company: the “Original Sponsors”) and the Company and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (“Polyolefins”) signed an initial term-sheet (the “Term Sheet”) with Grupa Lotos S.A. (the “Joint Sponsor”; jointly with the Original Sponsors and Polyolefins: the “Parties”), setting out the the terms of equity investment and financing for the Polimery Police project (the “Project”) being implemented by Polyolefins.

Under the Terms Sheet:

  1. The Joint Sponsor agreed to invest a total of PLN 500,000,000 in the Project by: (a) making a cash contribution of up to PLN 300,000,000 to cover increased share capital of Polyolefins (the “Joint Sponsor’s Equity Investment”) and (b) extending a subordinated loan to Polyolefins of up to PLN 200,000,000 (the “Joint Sponsor’s Loan”) (jointly: the “Joint Sponsor’s Investment”).
  2. The Original Sponsors agreed to invest in the Project a total amount of up to PLN 1,400,000.00, including the funds already transferred, and, in addition, proceeds from a Secondary Public Offering (SPO) of the Subsidiary shares, consisting of funds raised from the subscription for new shares in the Subsidiary by investors other than the Company through: (a) cash contributions made to cover increased share capital of Polyolefins, or (b) subordinated loans extended to Polyolefins on commercial terms (jointly the “Original Sponsors’ Investment”).

The Joint Sponsor's Investment is subject to a number of conditions precedent agreed in the Term Sheet, including but not limited to:

  1. obtaining approval of the Joint Sponsor's Investment in the form of a resolution by the Joint Sponsor's Supervisory Board;
  2. obtaining approval of the acquisition of/subscription for Polyolefins shares in the form of a resolution by the Joint Sponsor's General Meeting of Shareholders; and
  3. obtaining the relevant antitrust clearance from the competent competition authority, if required.

The Parties agreed, among other things, that the Joint Sponsor, as a shareholder in Polyolefins, would have personal rights comprising: (a) the right to appoint one member of the Polyolefins Supervisory Board, and (b) the right to convene the Polyolefins General Meeting.

The Parties further agreed that the final equity financing documents will provide for a lock-up period . The Parties also agreed on the procedure for the sale of Polyolefins shares by the Joint Sponsor after the lock-up period expires.

The Term Sheet constitutes a binding obligation of the Parties, subject to: (i) fulfilment of the conditions precedent set out in the Term Sheet, and (ii) agreement on and execution of equity financing documents (i.e. investment agreement, shareholders' agreement, and any other documents required in connection with equity financing of Polyolefins).

The Term Sheet was signed for a definite term, until December 31st 2020, with the option of its extension or early termination based on an agreement between the Parties or if it is unilaterally terminated by the Joint Sponsor as a result of a material adverse change which affects, directly or indirectly, the Project, Polyolefins or the Original Sponsors and, in any event, prevents implementation of the Project on the terms presented to the Joint Sponsor by the date of execution of the Term Sheet.

Information on the milestones of the Project’s equity financing will be announced by the Company in separate current reports.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

76/2019
09.12.2019 23:05
Current Report No. 76/2019 of December 9th 2019
Submission of instruction to subscribe for shares in subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 31/2019 of May 29th 2019, No. 36/2019 of June 12th 2019, No. 40/2019 of June 27th 2019, No. 47/2019 of August 26th 2019, No. 51/2019 of October 10th 2019, No. 64/2019 of November 8th 2019 and No. 65/2019 of November 13th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with a secondary issue of shares (the “Proposed Share Issue”) in the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), and in order to implement the resolutions passed by the Company’s Management Board on October 10th 2019, by the Company’s Extraordinary General Meeting on November 8th 2019 and by the Company’s Supervisory Board on November 13th 2019, on December 9th 2019 the Company instructed an investment firm to subscribe on its behalf for 28,551,500 shares of the Proposed Share Issue, at an issue price of PLN 10.20 per share, that is for an aggregate price of PLN 291,225,300.00 (two hundred and ninety-one million, two hundred and twenty-five thousand, three hundred złoty 00/100), in the exercise of pre-emptive rights held by the Company.

As per the current timetable of the GA Police Proposed Share Issue, the shares will be allotted by December 20th 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

75/2019
09.12.2019 18:49
Current Report No. 75/2019 of December 9th 2019
Approval of Annex No. 2 to subsidiary’s prospectus by Polish Financial Supervision Authority
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 9th 2019 the Polish Financial Supervision Authority approved Annex No. 2 (“Annex No. 2”) to the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company, prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).

Annex No. 2 was prepared in connection with the conclusion of an investment agreement between the Company and the State Treasury on December 5th 2019.

The Annex was published on December 9th 2019 in electronic form on the Company’s website at http://zchpolice.grupaazoty.com/, and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).

74/2019
06.12.2019 14:54
Current Report No. 74/2019 of December 6th 2019
Annex signed to letter of intent on financing Polimery Police project
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Legal basis: Art. 17(1) of MAR – Inside information

Further to Current Reports No. 24/2019 of April 26th 2019, No. 58/2019 of October 31st 2019, and No. 73/2019 of November 22nd 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 6th 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. and the Company’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed another annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).

Under the annex, the term of the Letter of Intent has been extended until December 13th 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

73/2019
22.11.2019
Current Report No. 73/2019 of November 22th 2019
Annex signed to letter of intent on financing Polimery Police project
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Further to Current Report No. 24/2019 of April 26th 2019 and Current Report No. 58/2019 of October 31st 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 22nd 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and the Company’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed a new annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).

Under the annex, the term of the Letter of Intent has been extended until December 6th 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

72/2019
22.11.2019
Current Report No. 72/2019 of November 22th 2019
Answers to questions asked during the Extraordinary General Meeting on November 8th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. (the “Company”) presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on November 8th 2019.

  1. Why has the Management Board acquired shares in Grupa Azoty Polyolefins S.A. for PLN 219,649,330 without consent from the General Meeting? The stated amount exceeds PLN 100m and requires consent from the General Meeting under the Company’s Articles of Association.

    The Management Board of Grupa Azoty S.A. has obtained all corporate approvals required under law to participate in and invest capital in PDH Polska S.A. (currently Grupa Azoty Polyolefins S.A.), publishing a separate current report to announce each such event in accordance with applicable laws, specifically:
    • Current Report No. 59/2016 of November 25th 2016 announcing the acquisition of 500,000 Series B registered shares for a total amount of PLN 5,000,000;
    • Current Report No. 60/2016 of November 30th 2016 announcing the Supervisory Board’s resolution on Grupa Azoty S.A.’s equity investment in PDH Polska S.A.;
    • Current Report No. 8/2017 of April 5th 2017 announcing the approval of the Management Board’s request to the Supervisory Board concerning the acquisition of shares in PDH Polska S.A.;
    • Current Report No. 15/2017 of May 29th 2017 announcing the Management Board’s resolution to acquire shares in PDH Polska S.A. (2,282,125 Series C registered shares for PLN 22,821,250);
    • Current Report No. 20/2017 of June 20th 2017 announcing the Supervisory Board’s consent to acquire non-current assets;
    • Current Report No. 47/2017 of October 18th 2017 announcing the Grupa Azoty S.A. Management Board’s resolution to acquire shares in PDH Polska S.A. (9,400,000 Series D registered shares for PLN 94,000,000);
    • Current Report No. 49/2017 of November 8th 2017 announcing the Supervisory Board’s consent to acquire shares in PDH Polska S.A.;
    • Current Report No. 15/2019 of March 27th 2019 announcing the Grupa Azoty S.A. Management Board’s resolution to acquire shares in PDH Polska S.A. (9,782,808 Series E registered shares for PLN 97,828,080);
    • Current Report No. 20/2019 of April 25th 2019 announcing the Supervisory Board’s consent to acquire shares in PDH Polska S.A.
    The equity interest currently held by the Company in Grupa Azoty Polyolefins S.A. is a combined effect of the consecutive share capital increases carried out at the company. Each of these share capital increases constituted a separate and independent legal transaction and received relevant corporate approvals in line with the applicable provisions of the Company’s Articles of Association.
  2. Why is it the share capital of Grupa Azoty Police S.A. that has been increased and not that of Grupa Azoty Polyolefins S.A.?

    Grupa Azoty Polyolefins S.A. is the special purpose vehicle responsible for implementing the Polimery Police project, and the purpose of the offering is for the Grupa Azoty Zakłady Chemiczne Police Group to raise funds to finance Polimery Police and related projects through capital contributions to be paid in exchange for shares in the increased share capital of Grupa Azoty Polyolefins S.A. or through subordinated loans. Grupa Azoty Polyolefins S.A. intends to use these funds to finance the capital expenditure incurred on the Polimery Police project, including, without limitation, the EPC contractor’s remuneration. A portion of the funds will also be used by Grupa Azoty Zakłady Chemiczne Police S.A. to fund adaptation projects at Grupa Azoty Zakłady Chemiczne Police S.A. associated with Polimery Police.
  3. What bank syndicate is to finance the project at Grupa Azoty Polyolefins S.A?

    Grupa Azoty Polyolefins S.A. is currently in advanced negotiations to raise debt financing for the Polimery Police project on a project finance basis with a syndicate of Polish and foreign financial institutions preselected by Grupa Azoty Polyolefins S.A. A final debt financing agreement is scheduled to be signed in the first quarter of 2020.
  4. What rate of return and profits is Grupa Azoty Polyolefins S.A. expected to generate? The Management Board claims the rate of return will be high. To me, ‘high’ means at least a 30% annual return on invested capital. How does this figure compare with the Management Board’s estimates?

    The project shows strong economic viability indicators, with a positive Net Present Value and Internal Rate of Return exceeding the cost of capital under the assumed market conditions, financing structure and costs. These indicators are the Group companies’ trade secret.
  5. When do you expect the investment in Grupa Azoty Polyolefins S.A. will start delivering profits and dividends?

    The project is expected to generate positive cash flows for Grupa Azoty Polyolefins S.A. shareholders from 2024 onwards. After the project commences commercial operation, cash will initially be used to repay senior debt, including principal payments and payments under the cash sweep programme, with some of the cash distributed to shareholders as payments under subordinated loans and dividends.

    This money will increase Grupa Azoty S.A.’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s profits, which will then be distributed in accordance with relevant resolutions passed by the companies’ General Meetings for particular financial years.
  6. The Management Board has embarked on major investment projects and the value of the stock is falling. Is it likely the project carried out by Grupa Azoty Polyolefins S.A. will lead to bankruptcy of Grupa Azoty S.A.?

    The strategic investment programme covering the Polimery Police project is a long-term venture and should not be viewed in the context of the current price of Grupa Azoty S.A. shares. The price of shares listed on a stock exchange is driven by a confluence of macroeconomic, microeconomic and psychological factors. Determining the impact of each of them separately is virtually impossible.

    Once completed, the Polimery Police project is expected to deliver positive economic effects, which should send the Grupa Azoty S.A. stock price higher, particularly after the construction phase ends and the project starts generating positive cash flows.
  7. Who authorised the Management Board to vote in favour of the share capital increase at GA Police S.A. despite the fact that the Articles of Association reserve this for the General Meeting?

    The authorisation for Grupa Azoty S.A. to acquire shares in Grupa Azoty Zakłady Chemiczne Police S.A. was confirmed in resolutions passed by competent governing bodies of Grupa Azoty S.A. in conformity with the company’s relevant corporate documents (including its Articles of Association).

    On November 8th 2019, the Extraordinary General Meeting passed Resolution No. 5 granting consent to the subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., under which Grupa Azoty S.A. (represented by its Management Board) may acquire shares in Grupa Azoty Zakłady Chemiczne Police S.A. on the terms provided for in the issue prospectus of Grupa Azoty Zakłady Chemiczne Police S.A., as approved by the Polish Financial Supervision Authority on November 5th 2019, and in accordance with the offering timetable published by Grupa Azoty Zakłady Chemiczne Police S.A. in Current Report No. 62/2019 of November 7th 2019.

    Furthermore, on November 13th 2019 the Supervisory Board of Grupa Azoty S.A. gave its approval for the Management Board of Grupa Azoty S.A. to execute transactions involving the acquisition of secondary issue shares in the subsidiary and sale of pre-emptive rights to secondary issue shares in that subsidiary. The Supervisory Board’s resolution to approve these transactions has made it possible to give effect to Resolution No. 5 of Grupa Azoty S.A.’s Extraordinary General Meeting dated November 8th 2019.
  8. Why is the Management Board acting in contravention of the Company’s Articles of Association to the detriment of existing shareholders, taking decisions that fall within the remit of the General Meeting?

    The Management Board of Grupa Azoty S.A. takes all decisions based on approvals from the competent governing bodies (as provided for in the Articles of Association and the generally applicable laws).

    On November 8th 2019, the Extraordinary General Meeting passed Resolution No. 5 granting consent to the subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., under which Grupa Azoty S.A. (represented by its Management Board) may acquire shares in Grupa Azoty Zakłady Chemiczne Police S.A. on the terms provided for in the issue prospectus of Grupa Azoty Zakłady Chemiczne Police S.A., as approved by the Polish Financial Supervision Authority on November 5th 2019, and in accordance with the offering timetable published by Grupa Azoty Zakłady Chemiczne Police S.A. in Current Report No. 62/2019 of November 7th 2019.

    On November 13th 2019 the Supervisory Board of Grupa Azoty S.A. gave its approval for the Management Board of Grupa Azoty S.A. to execute transactions involving the acquisition of secondary issue shares in the subsidiary and sale of pre-emptive rights to secondary issue shares in that subsidiary. The Supervisory Board’s resolution to approve these transactions has made it possible to give effect to Resolution No. 5 of Grupa Azoty S.A.’s Extraordinary General Meeting dated November 8th 2019.
  9. How much will the value of Grupa Azoty S.A. decrease if its equity interest in the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. is reduced from 66% to 50% in line with the plans announced by the Management Board of Grupa Azoty S.A.?

    Grupa Azoty S.A. has no access to estimates or projections of a potential decrease in the value of its shares following acquisition of new shares in Grupa Azoty Zakłady Chemiczne Police S.A. Grupa Azoty S.A.’s equity interest in Grupa Azoty Zakłady Chemiczne Police S.A. could decrease as a result of an equity investment in the subsidiary by external investors, which would lead to a reduction (dilution) in Grupa Azoty S.A.’s shareholding. But the value of its shares depends on a number of factors, including market factors. The rationale behind the Grupa Azoty S.A. Management Board’s decision to acquire shares in Grupa Azoty Zakłady Chemiczne Police S.A. and to implement the Polimery Police project is to grow the value of Grupa Azoty S.A. shares.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

71/2019
22.11.2019
Current Report No. 71/2019 of November 22th 2019
Answers to questions asked during the Extraordinary General Meeting on November 8th 2019
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Legal basis: Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A (the “Company”) presents its answers to the questions asked by a shareholder under Art. 428.1 of the Commercial Companies Code at the Extraordinary General Meeting held on November 8th 2019.

  1. The Grupa Azoty Group’s consolidated net debt will increase to USD 1.5bn and the debt to EBITDA ratio will rise to 6 during the Project execution phase. How will this affect the loan terms and interest rates in the agreements concluded by the Group? What will the average interest rate on loans be?

    Grupa Azoty S.A. does not publish financial forecasts, and the terms and conditions of the financing agreements concluded by the Grupa Azoty Group (the “Group”) are a trade secret. Therefore, we cannot provide details regarding interest rates or other loan terms. The terms and conditions of the financing agreements are set at competitive market levels. It should be stressed that, based on current financial projections and taking into account the appropriate security buffers and preventive and compensatory measures in place in case of adverse market conditions, Grupa Azoty S.A. does not see any material risk of default under its financing agreements or any material threat to its ability to deliver the key investment projects.

    It is particularly important to note that the increase in the Group’s consolidated debt resulting from the implementation of the Polimery Police project (the “Project”) has been factored in the Group’s long-term consolidated financial model and in the key covenant under the Group’s financing agreements, which is the consolidated net debt to consolidated EBITDA (EBIT before depreciation and amortisation) ratio. The permitted level of this ratio has been increased in the financing agreements for 2020–2022, which protects the Group against the risk of default, but results in higher margins paid to banks. It needs to be stressed that the Project is implemented by a separate project company on a project finance basis and, therefore, the debt ratio used in financial covenants will be calculated net of the debt contracted by the SPV (Grupa Azoty Polyolefins S.A.) without recourse to the Group, except for a guarantee that is limited in scope and amount, and the SPV’s EBITDA. These amounts will be deducted from the debt and EBITDA disclosed in the Group’s consolidated financial statements in calculating the bank covenant.
  2. Has the Grupa Azoty Management Board or other competent governing body passed a resolution approving the Project? Please provide a copy of the document along with a financial feasibility study showing the Project’s key economic indicators (net present value (NPV), internal rate of return (IRR) and payback period) that were considered during the Project approval process.

    The Project is implemented by the Management Board of Grupa Azoty Polyolefins S.A. on the basis of relevant corporate approvals. As required under applicable laws, the Company’s Management Board published updates on the Project and its phases in separate current reports. Among other things, these covered a recommendation to extend the scope of the PDH project to include a polypropylene plant (Current Report No. 23/2017), changes to the scope of the PDH project (Current Report No. 43/2017), receipt of a letter of intent on financing the Polimery Police project (Current Report No. 16/2019), selection by the PDH Polska Management Board of the general contractor for the Polimery Police project (Current Report No. 19/2019), signing of a letter of intent on financing the Polimery Police project (Current Report No. 24/2019), signing of an investment cooperation agreement (Current Report No. 27/2019), signing of an EPC contract for the Polimery Police project (Current Report No. 28/2019), and signing of an equity financing term sheet for the Polimery Police project (Current Report No. 50/2019).

    The Project has positive NPV, IRR and PP under the assumed market conditions, financing structure and costs. These indicators are Grupa Azoty S.A.’s trade secret.
  3. When do you expect dividends to increase on profits generated by the Project?

    The Project is expected to generate positive cash flows for Grupa Azoty Polyolefins S.A. shareholders from 2024 onwards. After the project commences commercial operation, cash will initially be used to repay senior debt, including principal payments and payments under the cash sweep programme, with some of the cash distributed to shareholders as payments under subordinated loans and dividends.

    This money will increase Grupa Azoty S.A.’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s profits, which will then be distributed in accordance with relevant resolutions passed by the companies’ General Meetings for particular financial years.
  4. How does Grupa Azoty participate in the financing of the Project? How much has already been invested and what is the amount of expenditure planned in subsequent years?

    The share capital of Grupa Azoty Polyolefins S.A. currently amounts to approximately PLN 467.3m, representing the total amount of capital contributions made by the existing shareholders, Grupa Azoty S.A. and Grupa Azoty Zakłady Chemiczne Police S.A., to finance the Polimery Police Project. Given the planned financing structure of the Project, this means Grupa Azoty Polyolefins S.A. will need to raise additional equity capital of approximately PLN 2.3bn.

    The total budget of the Polimery Police Project, including capital expenditures, borrowing costs during the construction phase and reserve deposits required by banks to cover any cost overruns during the construction phase, is estimated at approximately USD 1.8bn, of which USD 1.2bn is the remuneration of the EPC Contractor Hyundai Engineering Co. Ltd. The balance comprises the cost of licences, preparatory work, capitalised wages and salaries, non-capitalised operating costs of Grupa Azoty Polyolefins S.A., finance costs during the construction phase, and estimated debt service and cost overrun reserves. Furthermore, Grupa Azoty Zakłady Chemiczne Police S.A. will directly incur capital expenditure to build auxiliary infrastructure associated with the Polimery Police Project. An estimated PLN 95.4m will be spent on projects that have so far been identified as closely linked to the Polimery Police Project.
  5. What are the costs incurred by Grupa Azoty to date in connection with its participation in the Project (including, without limitation, costs of consultancy and other services related to Grupa Azoty’s participation in the Project)?

    Preparatory work on the Polimery Police Project has been under way since a feasibility study of the PDH complex was prepared in 2014. Investment expenditure related to the project has been incurred ever since.

    The Polimery Police Project’s budget comprises costs related to the preparation, design and construction of the project units, including the EPC contractor’s remuneration, operating costs of Grupa Azoty Polyolefins S.A., finance costs, and debt service and cost overrun reserves.

    Capital expenditure and costs incurred by Grupa Azoty Polyolefins S.A. on the Project as at September 30th 2019 totalled PLN 292.6m, of which PLN 34.0m was the SPV’s operating costs that are not eligible for capitalisation.
  6. Has Grupa Azoty provided or does it plan to provide security for the repayment of obligations by Grupa Azoty Zakłady Azotowe Police S.A. and Grupa Azoty Polyolefins S.A. („GAP”; formerly: PDH Polska S.A.)? If yes, what kind of security is it? Is Grupa Azoty financing the Project in any other form, such as loans provided directly to Grupa Azoty Police or GAP? Is Grupa Azoty party to any agreements or arrangements with third parties relating to the financing of the Project?

    Polimery Police is implemented on a project finance basis using equity financing and bank debt with limited recourse to Grupa Azoty Polyolefins S.A. shareholders. The following are planned to be used: (i) equity capital in the form of share capital contributions and subordinated loans, and (ii) bank debt, with equity financing of not less than 40% and debt financing of not more than 60%.

    On May 10th 2019, Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty S.A. and Grupa Azoty Polyolefins S.A. signed an investment cooperation agreement with the EPC Contractor and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”). On September 19th 2019, Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty S.A. and Grupa Azoty Polyolefins S.A. signed an equity financing term sheet for Polimery Police with the EPC Contractor and KIND.

    Furthermore, on April 26th 2019 Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty S.A. and Grupa Azoty Polyolefins S.A. signed a letter of intent with Grupa LOTOS, which provided the basis for opening negotiations on Grupa LOTOS’s potential participation in the financing of the Polimery Police Project through acquisition of new shares in Grupa Azoty Polyolefins S.A. and a contribution of up to PLN 500m to Grupa Azoty Polyolefins S.A.’s share capital.

    Under the effective agreements on the financing of the Polimery Police Project, Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty S.A. have agreed to invest in the Project up to PLN 1.4bn and proceeds raised from a public offering of Grupa Azoty Zakłady Chemiczne Police S.A. shares (depending on its outcome) by way of cash contributions to be paid in exchange for shares in the increased share capital of Grupa Azoty Polyolefins S.A.

    A portion of these funds have already been paid to the SPV by way of a share capital contribution. The balance may be paid by shareholders to the SPV in the form of share capital contributions or loans subordinated to bank debt. This is to help optimise cash flows for shareholders and to comply with restrictions under tax law.

    Grupa Azoty S.A. and its key subsidiaries, Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., are parties to financing agreements, under which they cross guarantee their obligations towards financial institutions.

    In addition to the required capital contribution, Grupa Azoty S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. plan to provide the SPV with a guarantee covering, among other things, possible cost overruns during the execution phase as well as operating expenses and finance costs during commercial operation. The amount and scope of the guarantee will be specified in the Project financing agreements and will be consistent with any restrictions stipulated in the Group’s financing agreements.

    Detailed terms of financing for the Project are currently being negotiated and are a trade secret.
  7. Will the Company increase its equity investment in the Project if the other major shareholders of Grupa Azoty Police (the PZU Złota Jesień Open-End Pension Fund and the Industrial Development Agency) refuse to subscribe for new shares?

    The Polimery Police Project is to be implemented on a project finance basis, using (i) equity capital in the form of share capital contributions and subordinated loans, and (ii) bank debt, with equity financing of not less than 40% and debt financing of not more than 60%. It is currently assumed that Grupa Azoty S.A.’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s equity contribution would be PLN 1.4bn.

    If proceeds from the secondary share issue are lower than the Project financing estimates, the Group will consider all available options to raise additional finance for the Project, including an increase in the Group’s equity contribution subject to approvals from institutions that finance its operations.
  8. What is the current status of negotiations with Grupa LOTOS concerning the financing of the Project? When will final arrangements be made?

    On April 26th 2019, Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty S.A. and Grupa Azoty Polyolefins S.A. signed a letter of intent with Grupa LOTOS S.A., which provided the basis for opening negotiations on Grupa LOTOS S.A.’s potential participation in the financing of the Polimery Police Project through acquisition of new shares in Grupa Azoty Polyolefins S.A. and a contribution of up to PLN 500m to Grupa Azoty Polyolefins S.A.’s share capital.

    In accordance with the terms of the letter of intent, the parties are conducting negotiations to agree all material aspects of Grupa LOTOS S.A.’s participation in the financing of the Polimery Police Project. The letter of intent is valid until November 22nd 2019. Grupa Azoty S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. will report on any further steps taken (signing of an agreement on Grupa LOTOS’s participation in the financing of the Polimery Police Project, change of the term of the letter of intent, etc.) in separate current reports.
  9. Do you intend to obtain equity financing from investors other than Korea Overseas Infrastructure & Urban Development Corporation, Hyundai Engineering Co. Ltd. and Grupa LOTOS? If so, what investors?

    To date, Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty S.A. and Grupa Azoty Polyolefins S.A. have signed an equity financing term sheet for the Polimery Police Project with the EPC Contractor and KIND and a letter of intent with Grupa LOTOS. Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty S.A. and Grupa Azoty Polyolefins S.A. do not rule out participation of other investors in the financing of the Polimery Police Project. Any agreements with other investors will be announced by Grupa Azoty S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. in current reports.
  10. How is Grupa Azoty going to raise the funds needed to acquire new shares in Grupa Azoty Police (over PLN 700m)? Will the Company seek debt finance? If so, what interest rate is expected to be paid on such finance?

    Grupa Azoty S.A. is considering various options to fund the acquisition of new shares in Grupa Azoty Zakłady Chemiczne Police S.A., including own cash and the available credit facilities. The interest rates on credit facilities taken out by the Grupa Azoty Group are at competitive market levels.
  11. What banks, funds or other financial institutions are involved in the negotiation of financing for the Project (to be provided directly to GAP)?

    Grupa Azoty Polyolefins S.A. expects to secure project finance debt in the form of a term (project) loan to fund 60% of expenditures under the Polimery Police Project. Within that limit, Grupa Azoty Polyolefins S.A. also plans to raise finance to fund working capital during commercial operation and VAT costs during the construction phase. Grupa Azoty Polyolefins S.A. is in advanced negotiations with a syndicate of Polish and foreign financial institutions. The negotiations are subject to trade secret protection in the interest of the process itself and all parties involved.
  12. What is the expected interest rate on the debt finance for the Project?

    The terms of the debt finance are part of the negotiations between the syndicate of financial institutions and Grupa Azoty Polyolefins S.A. The negotiations are subject to trade secret protection in the interest of the process itself and all parties involved. The financial close, understood as the signing of relevant agreements, is scheduled for the first quarter of 2020.
  13. To what extent will the construction and operation of the Project affect the environment? Will the Project cause the current CO2 emission limits to be exceeded? Will Grupa Azoty Police have to buy additional CO2 emission allowances?

    The Project will help to reduce CO2 emissions from the ammonia unit at Grupa Azoty Zakłady Chemiczne Police S.A., as the 17,000 tonnes of by-product hydrogen produced by Grupa Azoty Polyolefins S.A.’s units per year will be used in ammonia production, contributing to lower consumption of high-methane gas used in the process. This reduction in gas consumption will significantly reduce CO2 emissions at Grupa Azoty Zakłady Chemiczne Police S.A.

    No CO2 emission limits are set in the Polish or EU law. The SPV will settle its environmental obligations and incur the related costs in accordance with applicable laws.
  14. The Project is expected to generate 17,000 tonnes of by-product hydrogen per year. Will all hydrogen produced by GAP’s units be used by Grupa Azoty Police? If not, what are the other options to use the hydrogen and what their financial consequences could be?

    One of the by-products of the propane dehydrogenation process is hydrogen, which will be used for ammonia production at Grupa Azoty Zakłady Chemiczne Police S.A. The hydrogen will be used by Grupa Azoty Zakłady Chemiczne Police S.A. in its ammonia units instead of natural gas. It is assumed that sales of hydrogen, a by-product from the PDH process, will provide an additional revenue stream for Grupa Azoty Polyolefins S.A. (approximately 3% of total revenue). The hydrogen is currently planned to be sold to Grupa Azoty Zakłady Chemiczne Police S.A. If Grupa Azoty Zakłady Chemiczne Police S.A. is unable to collect the hydrogen for any reason whatsoever, the gas will be used to produce heat in Grupa Azoty Polyolefins S.A.’s units.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

70/2019
21.11.2019
Current Report No. 70/2019 of November 21th 2019
Shareholders holding 5% or more of total voting rights at Grupa Azoty Extraordinary General Meeting convened for November 8th 2019 and resumed after adjournment on November 21st 2019
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting convened for November 8th 2019 and resumed after an adjournment on November 21st 2019, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).

69/2019
21.11.2019
Current Report No. 69/2019 of November 21th 2019
Resolution passed by Grupa Azoty Extraordinary General Meeting on November 21st 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the text of the resolution passed at the Company’s Extraordinary General Meeting convened for November 8th 2019 and resumed after an adjournment on November 21st 2019.

During the Extraordinary General Meeting, an objection regarding Resolution No. 7 was raised and recorded in the minutes.

Legal basis: Par. 19.1.6 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

68/2019
20.11.2019
Current Report No. 68/2019 of November 20th 2019
Approval of Annex No. 1 to subsidiary’s prospectus by Polish Financial Supervision Authority
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 20th 2019 the Polish Financial Supervision Authority approved Annex No. 1 (“Annex No. 1”) to the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company, prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange (the “Prospectus”).

Annex No. 1 was prepared in connection with the publication of GA Police’s results for Q3 2019, submission of a proposal to the President of the Polish Council of Ministers for subscription for the Offer Shares, and the General Meeting of Grupa Azoty S.A. held on November 8th 2019.

The Annex was published on November 20th 2019 in electronic form on GA Police’s website at http://zchpolice.grupaazoty.com/, and, for information purposes only, on the website of the Global Coordinator – Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, Brokerage Branch in Warsaw, at https://www.bm.pkobp.pl/.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).

67/2019
15.11.2019
Current Report No. 67/2019 of November 15th 2019
Answers to shareholder’s question
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005

The Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with the Goat TopCo GmbH Group (“COMPO EXPERT”) integration process, the Company has received questions from a shareholder concerning:

  • current status of the integration (consolidation) process;
  • concise information about COMPO EXPERT results and their impact on the financial results of the Company’s Group published on September 5th 2019 as an interim report;
  • inclusion of the integration process in the management objectives for the Company’s Management Board for 2019.

The Company’s answers are provided in the attachment to this report.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

66/2019
15.11.2019
Current Report No. 66/2019 of November 15th 2019
Answers to shareholder’s question
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005

The Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with:

  • a share capital increase at Grupa Azoty Zakłady Chemiczne Police S.A., to be effected through a rights issue, and a proposed public offering of the new shares, as well as
  • the Company’s Extraordinary General Meeting convened for November 8th 2019, which was to vote on a resolution granting consent to subscribe for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., and
  • the passing by the Company’s Extraordinary General Meeting of Resolution No. 5 to grant consent to subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., to which an objection was raised by a shareholder/shareholders, and adjournment of the Meeting until 11:00 am on November 21st 2019,

on November 12th 2019 the Company received a question from its shareholder concerning actions planned by the Company’s Management Board to give effect to the aforementioned resolution of the Extraordinary General Meeting.

Below are the Company’s answers:
The Company’s Management Board intends to give effect to Resolution No. 5 of the Extraordinary General Meeting dated November 8th 2019 granting consent to the subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., i.e. to participate in the offering on the terms provided for in the issue prospectus of Grupa Azoty Zakłady Chemiczne Police S.A., as approved by the Polish Financial Supervision Authority on November 5th 2019, and in accordance with the offering timetable published by that company’s management board in Current Report No. 62/2019 of November 7th 2019.

The Company’s Management Board further states that on November 13th 2019the Company’s Supervisory Board gave its approval for the Management Board to execute transactions involving the acquisition of secondary issue shares in the subsidiary and sale of pre-emptive rights to secondary issue shares in that subsidiary. The Supervisory Board’s resolution to approve these transactions has made it possible to give effect to Resolution No. 5 of the Company’s Extraordinary General Meeting dated November 8th 2019.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

65/2019
13.11.2019
Current Report No. 65/2019 of November 13th 2019
Supervisory Board’s resolution to approve Grupa Azoty’s acquisition of secondary issue shares in its subsidiary and sale of pre-emptive rights to secondary issue shares in that subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 31/2019 of May 29th 2019, Current Report No. 36/2019 of June 12th 2019, Current Report No. 40/2019 of June 27th 2019, Current Report No. 47/2019 of August 26th 2019, Current Report No. 51/2019 of October 10th 2019 and Current Report No. 64/2019 of November 8th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that – in connection with the launch of a secondary issue of shares (the “Planned Issue”) in Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company’s, carried out to raise financing for the strategic “Polimery Police” project, and in connection with Resolution No. 5 of the Company’s Extraordinary General Meeting dated November 8th 2019 to consent to the acquisition of shares in the increased share capital of GA Police – on November 13th 2019, the Company’s Supervisory Board gave its approval for the Management Board to execute transactions involving the acquisition of Planned Issue shares in GA Police with a value exceeding PLN 6,000,000.00 and the sale of pre-emptive rights to secondary issue shares in GA Police with a value exceeding PLN 6,000,000.00, with a view to enabling the Company to participate in the Planned Issue. The Supervisory Board’s resolution to approve these transactions makes it possible to give effect to said Resolution No. 5 of the Company’s Extraordinary General Meeting dated November 8th 2019.

The resolution came into force as of its date.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

64/2019
08.11.2019
Current Report No. 64/2019 of November 8th 2019
Resolutions passed by Grupa Azoty Extraordinary General Meeting on November 8th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed to date by the Company’s Extraordinary General Meeting on November 8th 2019, together with the results of voting on the resolutions.

The documents being the subject of the resolutions voted on at the Extraordinary General Meeting have been published on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html

During the Extraordinary General Meeting, objections were submitted to be recorded in the minutes against Resolution No 5 to grant consent to subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.

Legal basis: Par. 19.1.6 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

63/2019
08.11.2019
Current Report No. 63/2019 of November 8th 2019
Draft resolution submitted during Extraordinary General Meeting
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the "Company") publishes, attached to this report, a draft resolution submitted by an entitled individual shareholder during the Extraordinary General Meeting held on November 8th 2019.

The resolution whose wording in provided in the attachment to this report was not passed by the Annual General Meeting.

Legal basis: Par. 19.1.4 and Par. 19.1.8 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 March 29th 2018 (Dz.U. of 2018, item 757).

62/2019
08.11.2019
Current Report No. 62/2019 of November 8th 2019
Adjournment of Grupa Azoty Extraordinary General Meeting
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that the Extraordinary General Meeting convened for November 8th 2019 resolved to adjourn its proceedings.

The Extraordinary General Meeting will be resumed at 11.00 a.m. on November 21st 2019 at the Company’s registered office, at ul. Kwiatkowskiego 8 in Tarnów.

Legal basis: Par. 19.1.5 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 March 29th 2018 (Dz.U. of 2018, item 757).

61/2019
05.11.2019
Current Report No. 61/2019 of November 5th 2019
Answers to shareholder's questions
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005

The Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with:

  • a share capital increase at Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), to be effected through a rights issue, and a proposed public offering of new shares, and
  • the Extraordinary General Meeting convened for November 8th 2019, which is to vote on a resolution granting consent to subscribe for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.,

on October 23rd 2019 the Company received questions from a shareholder who requested that the Company presents its position on certain aspects of the capital increase at GA Police (the public offering of new shares). The questions concerned the following matters:

  1. Effect of the proposed acquisition of GA Police shares on the Company’s economic and financial standing, including its debt and liquidity position and operating indicators;
  2. Findings of the economic feasibility study of the Polimery Police project (the “Project”), as referred to in the explanatory statement to a draft resolution for the Extraordinary General Meeting convened for November 8th 2019, including the cost of capital and the rate of return for the Company as a shareholder of GA Police;
  3. Results of an analysis of the efficiency of attaining the Company’s strategic objectives of revenue diversification and profitability improvement through the acquisition of shares in GA Police;
  4. Risks involved in the proposed acquisition of shares in GA Police and related risk mitigation measures;
  5. Supervisory Board’s position on granting consent to acquire shares in the increased capital of GA Police.

The Company’s answers are presented below:

1. The effect of the proposed acquisition of GA Police shares on the Company’s economic and financial standing, including its debt and liquidity position and operating indicators

The acquisition of GA Police shares by the Company is one of the possible ways for the Group to contribute capital to the Polimery Police project, therefore it should be considered in the context of GA Police’s issue objective. Polimery Police is expected to have great impact on the economic and financial standing of the Company, GA Police and the Grupa Azoty Group as a whole (the “Group”).

It is important to note that the Group has a corporate financing system in place, and the right approach to financial metrics, debt ratios in particular, is to look at them from the Group’s perspective rather than from the perspective of the Company, i.e. the Group’s parent. Since the majority of the Group’s operations are conducted by the Company’s subsidiaries, a full economic analysis should be based on consolidated financial data. The effect of acquiring GA Police shares on the separate and consolidated results is presented below.

The Company’s standalone financial and economic position in the base- case scenario of a long-term forecast until 2026 is presented below:

  • total debt ratio is projected to increase during the period by approximately three percentage points relative to December 31st 2018 (48.2%), while the net debt to EBITDA ratio will peak in 2020 and subsequently fall, with the covenants of credit facility agreements complied with throughout the entire forecast period;
  • current and quick ratios are to remain at or above the 2018 levels in 2020–2024 (current ratio of 1.2 and quick ratio of 1.0);
  • operating ratios (EBITDA margin, ROCE) are expected to grow from 2019 onwards relative to the 2018 EBITDA margin of 8.8% and the 2018 ROCE of 0.7%.

The Grupa Azoty Group’s consolidated economic and financial position in the base-case scenario of the long-term financial model is presented below:

  • the total debt ratio will increase by approximately six percentage points from the 2018 level (44.3%), with the net debt to EBITDA ratio expected to rise in 2020–2022 relative to 2018 and then to decrease gradually;
  • the current and quick ratios will remain broadly flat on the 2018 levels of 1.3 and 0.8, respectively;
  • the EBITDA margin ROCE will rise from 2019 onwards and ROE from 2021 onwards relative to the 2018 EBITDA margin of 7.6%, the 2018 ROCE of 0.7%, and the 2018 ROE of 0.1%

2. Findings the economic feasibility study for the Polimery Police project, referred to in the explanatory statement to a draft resolution for the Extraordinary General Meeting convened for November 8th 2019, including the cost of capital and the rate of return for the Company as a shareholder of GA Police.

The Polimery Police project was evaluated based on profitability indicators customarily used to measure rate of return that were specifically calculated for the project. These are:

  • NPV (Net Present Value);
  • IRR (Internal Rate of Return);
  • PP (Payback Period).

The starting point for the feasibility study was a financial model developed and updated by Grupa Azoty Polyolefins S.A. (“GA Polyolefins”, formerly PDH Polska S.A.), the special purpose vehicle established to implement the Project, with the support of an independent financial adviser. The financial projections provided by the model were used in the negotiations of borrowing terms with the banks, to conduct a private investor test, and to develop the Project’s business plan.

The model’s underlying assumptions, including the macroeconomic assumptions, were independently reviewed by the Company. No material deviations of the key financial metrics from the Company’s strategic plans were identified, except for the EUR/PLN and USD/PLN exchange rates used in the model. The financial model assumes higher estimated exchange rates during the period when the capital expenditure is to be incurred. In its analyses, the Company assumed exchange rates corresponding to the rates used in the Group’s long-term plans, which are slightly lower in the initial spending period than the rates applied in the model. This deviation results in a lower estimated amount of PLN-denominated capital expenditure and thus in the Project’s higher profitability as seen from the Company’s perspective.

The findings of these economic analyses confirm the Project’s feasibility; in particular, the Project’s net present value (NPV) is positive, and the internal rate of return (IRR) is higher than the required rate of return (cost of capital), which indicates that the Polimery Police project is profitable for the Company and the Group.

The Project’s profitability was also compared with the expected market rates of return on investments in polypropylene manufacturers. It was determined that the Project offers a rate of return above the market range of expected returns on alternative investments. The same analysis also covered two scenarios of investment in GA Police shares: one assuming that the company would invest in the Police Polymers project, and the other assuming that the project would not be executed. The peer group included companies operating in the fertilizers, pigment and polypropylene segments of the chemicals market.

Results of the analysis demonstrated that the return on investment in GA Police would fall within the market range of the expected returns offered by investments in the peer companies, which confirms that the investment is justified.

3. Results of analysis of the efficiency of attaining Grupa Azoty’s strategic objectives of revenue diversification and profitability improvement through the acquisition of shares in GA Police.

The investment in the Polimery Police project will have a significant effect on the diversification of the Grupa Azoty Group’s revenue structure and margins. Once the Project is completed, the share of the Plastics segment in the Group’s total revenue will increase from 16% in 2018 to 32% in 2024 (based on the Group’s consolidated revenue in 2018 plus estimated revenue from the Project following its commercialisation).

It should be stressed that the Project would be a key step in the delivery of the Group’s long-term strategy of diversifying the revenue stream to reduce the Group’s dependence on sales of mineral fertilizers, and thus to mitigate the Group’s operating and financial risks. If the Project is not pursued, no significant change in the Group’s revenue structure would be possible in the coming years.

4. Identified risks involved in the proposed acquisition of shares in GA Police and related risk mitigation measures.

Risk analysis is material to making an investment decision concerning the exercise of pre-emptive rights and acquisition of shares. The Group’s operations, financial condition and results have been and may be subject to adverse changes as a result of risk materialisation, and the market price of GA Police shares may decline. The Company assessed the risks based on the likelihood of their materialisation and the potential extent of their adverse effect. The assessment took into account both the participation in GA Police’s public offering and the issue objective, which is the execution of the Polimery Police project.

The acquisition of GA Police shares exposes an investor to risks that can be grouped as follows:

  1. Risks relating to GA Police’s business, including the execution of the Polimery Police project
  2. Risks relating to the financial condition of GA Police
  3. Risks relating to legal regulations
  4. Risks relating to the public offering and admission of shares to trading.

For a detailed analysis of the risks identified in each of the above areas, see section Risk factors in pages 13–26 of GA Police’s prospectus published on November 5th 2019. The risk areas which the Company considers of key importance to its business, and the planned mitigation measures are presented below. First were addressed the risks discussed in GA Police’s prospectus, followed by Project-specific factors perceived as key risks by the Company. Capitalised terms shall have the respective meanings assigned to them in the prospectus.

Re 1. Risks relating to GA Police’s business, including execution of the Polimery Police project

  1. Investment projects carried out by the Grupa Azoty Group companies, including the 'Polimery Police' project, may be delayed, may not be executed at all, or may be over budget.

    As the parent the Grupa Azoty Group, the Company has the tools to control activities of all Group companies, including GA Police, and is able to ensure prioritisation of operations and support for the Group companies, in line with the strategy and in the context of market conditions. In addition, as part of monitoring the strategy implementation efforts, the Company ensures appropriate oversight of strategic projects, including the Polimery Police project.
  2. Benefits achieved from the completion of the Polimery Police project may be lower than expected or it may take more time to achieve them

    Risk is inherent in any investment project. Grupa Azoty minimises the risk through appropriate preparation of the Project, including market analyses, and through appropriate supervision of the Project execution by providing possible and reasonable support to minimise deviations.
  3. Financing of the ‘Polimery Police’ project may entail risks associated with the inability to ensure the required amount or structure of financing, cost overruns or debt service

    The Company actively participates in and supports the special purpose vehicle GA Polyolefins in securing the financing both through lending expert support, providing the required capital contribution, and harmonising Grupa Azoty’s financing agreements with the Project’s financing agreements. Regardless of contributing the required amount of capital to the Project in the form required by the financial institutions, the Company may also, if needed, provide additional financing for the Project. However, such engagement is limited and does not grant the financial institutions involved in the financing of the Project any right of recourse to Grupa Azoty.
  4. The ‘Polimery Police’ project may take more time than initially planned and may entail additional costs

    GA Polyolefins mitigates this risk by properly managing the preparation and execution of the Project, while the Company supports the Project by applying the mechanisms described in item iii above. Additionally, a business interruption insurance policy will be concluded as a protection against delays in construction.
  5. Market prices and availability of raw materials and energy utilities may change, which may lead to higher production costs

    Market parameters, both in terms of the Project costs and revenue, were thoroughly analysed at the preparatory stage; in particular, the planned unit is far more cost efficient than other similar units in Europe. Those parameters are continuously monitored by the Company to ensure prompt identification of potential risks and implementation of appropriate remedial actions.
  6. There may be serious industrial accidents or disruptions in production processes, including disruption of sea transport or interruption of feedstock supplies or termination of polypropylene off-take contracts

    The Company is aware of the risk of serious industrial accidents and mitigates the risk by deploying state-of-the-art technologies, engaging an experienced general contractor, and ensuring professional supervision of the technical and economic aspects of the Project.

    The risk of disruption in feedstock supplies and in offtake of products is mitigated by the forecast high availability of propane on the futures and spot markets, and the ability to import the feedstock from a range of sources, including from the United States. The offtake risk is mitigated by the projected strong and fast-growing demand for polypropylene in Europe and globally.
  7. If the ‘Polimery Police’ project fails to be executed, shareholders of GA Police will not be reimbursed the amounts they had paid for the Offer Shares, and any unused proceeds from the Offering will be applied to other purposes

    This risk does not apply to the Company’s investment as the funds contributed to GA Police will remain at the Grupa Azoty Group and will be applied towards implementation of its strategy. If the execution of the ‘Polimery Police’ project proves unfeasible, it will be necessary to review the Group's strategy.
  8. Completion of the ‘Polimery Police’ project is conditional upon legal factors, time limits and other circumstances that may be beyond the Grupa Azoty’s control

    Such risk is inherent in any project. However, the Company believes that its extent has been materially limited through thorough the analyses carried out in preparation for the Project.
  9. Risk related to the deepening of the Police Canal and the Świnoujście-Szczecin approach fairway

    The risk is beyond the Company’s control. However, the Company believes that its extent has been materially limited through thorough the analyses and arrangements made in preparation for the Project.
  10. Risk related to the obligation to notify the ‘Polimery Police’ project financing transactions to competition protection authorities

    In the Company’s opinion, this risk is not a key risk to the execution of the Project. Based on the analyses carried out, the Company is of the opinion that the notification requirement may result in delays in Project execution vis a vis the base-case scenario, but it is unlikely to result in the Company not being able to execute the Project.
  11. Risk of increased sea transport costs

    The risk is beyond the Company’s control. However, the Company believes that its extent has been materially limited through thorough the analyses and arrangements made in preparation for the Project.

Re 2. Risks relating to the financial condition of GA Police

  1. The Company’s final interest in GA Polyolefins may be different from that assumed in the prospectus.

    The Company’s strategic objective is to maintain control of GA Polyolefins and the Project. The Company assumes it will maintain control, both through a majority interest in GA Polyolefins (held directly and indirectly through GA Police), as well as appropriate provisions in GA Polyolefins’ constitutional documents and an investment agreement to be concluded with partners in the Project.
  2. Risk related to reduced creditworthiness and the ability to pursue other investment plans

    The Polimery Police project is a key strategic project for the Grupa Azoty Group; therefore, its execution is prioritised against other projects across the Group.
  3. Risk related to GA Police’s debt service costs and risk of non-compliance with financial covenants

    GA Police is one of the Grupa Azoty Group’s key companies and is party to Group-wide corporate financing agreements. The Company uses a long-term financial model to project its financial condition, including the debt level and debt service costs, and thus it monitors its expected financial performance and ability to comply with covenants provided for in the financing agreements. As part of the monitoring, the Company runs scenario analyses to assess the Group’s sensitivity to the risk of adverse changes in market conditions, and prepares remedial scenarios. In addition, the Group’s financial performance and cash flows are monitored by the controlling officers on an ongoing basis and, should a negative imbalances arise, remedial actions are taken immediately.

Re 3. Risks relating to legal regulations

  1. Environmental protection regulations, including those concerning CO2, NO2, SO2 and other substance emissions, may force the Group to incur material additional capital expenditure or additional costs.

    GA Polyolefins, GA Police and the Company are continuously monitoring the regulatory environment for restrictions on sale of plastics in the European Union. Given its structure and properties (including its low density and high strength, atmospheric resilience, good resistance to low and high temperatures), polypropylene is a plastic with a broad range of applications and the largest number of end uses, which renders it unlikely to be eliminated or replaced.

    The chosen technologies with relatively low environmental impact are an important factor mitigating the risk.
  2. Risk of the European Commission classifying titanium white as a potential carcinogen

    This risk is assessed as material. However, it is regulatory in nature, and is beyond the direct control of Grupa Azoty Police or the Grupa Azoty Group. The execution of the Polimery Police project and the resulting planned material diversification of revenue at GA Police and the Group would to a large extent mitigate the risk.
  3. Risks related to additional costs of registration of chemical products

    These are systemic risks and as such they affect all competitors on the European Union market to the same extent; therefore, they will not contribute to any gain or loss of material competitive advantage.

Re 4. Risks relating to the public offering and admission of shares to trading.

  1. GA Police may abandon the Offering or the Offering may be suspended.

    The public offering may be abandoned by GA Police or suspended only in exceptional circumstances in which the offering’s objectives not be delivered. As the majority shareholder in GA Police, the Company is informed of, and takes part in making, decisions through its corporate power, in accordance with the applicable laws.
  2. Prices of Individual Pre-Emptive Rights and Shares may fluctuate, and the liquidity of Individual Pre-Emptive Rights may be limited.

    This is a standard market risk that results from the supply of and demand for the securities offered. The Company intends to participate in the offering on market terms, taking into account the boundary conditions described below.
  3. Until KOWR makes a declaration of will concerning its exercise of the right to acquire the Offer Shares or until the expiry of this right, the Offer Shares will be neither registered with the CSDP nor admitted to trading on the WSE, and investors will be exposed to the risk of their funds being tied up and of incurring financial losses.

    This is a systemic risk which follows from the applicable laws. GA Police manages the risk by ensuring appropriate communication with KOWR in order to prepare early for any decision it will have to make. Therefore, in light of the factual aspects of the matter, the probability that the risk materialises is assessed as medium.
  4. Risk that an action may be brought to repeal the Capital Increase Resolution

    The risk is of a legal and regulatory nature. In the Company’s opinion, there are no material indications that the risk is likely to materialise, and therefore the risk is assessed as medium.
  5. Individual Pre-Emptive Rights may not be admitted or introduced to trading on the main market of the WSE.

    The risk is of a legal and regulatory nature. In the Company’s opinion, there are no material indications that the risk is likely to materialise.
  6. After the increase in the company’s share capital is registered, KOWR will be able to exercise its right to acquire the Offer Shares from investors, which may result in investors incurring financial losses.

    In the opinion of GA Police and the Company, the probability of the risk materialising is low.
  7. If the Offering is unsuccessful or if GA Police abandons the Offering, investors who acquire Individual Pre-Emptive Rights on the secondary market will incur a loss.

    In the Company’s opinion, investors to whom GA Police addresses the rights issue are fully aware of the circumstances. The Company estimates the probability of the risk materialising as medium.
  8. The issue of the Offered Shares will not be underwritten, and the Placement Agreement will be subject to standard conditions precedent and subsequent and will contain standard termination clauses.

    The adopted solutions are standard ones. This risk should not materialise if all or some of the issue shares are successfully subscribed. If no shares are subscribed for, the issue will be abandoned, with GA Police and Grupa Azoty forced to bear the costs of the unsuccessful issue and to find another way to raise financing for the Polimery Police project. The risk and the likelihood of the risk materialising are considered medium.
  9. Restrictions on the exercise of Pre-Emptive Rights by persons established outside Poland.

    The rights issue gives preference to existing shareholders of GA Police to acquire new shares, therefore participation by third parties, including foreign investors, is complementary and is to help raise sufficient funds for the Polimery Police project.

In addition to the above risk factors identified by GA Police during the prospectus preparation process, the Company has identified other risks that the parent Grupa Azoty considers material in the context of GA Police’s issue objective, which is the execution of the strategic Polimery Police project. These risks, along with mitigation measures taken or planned, are set out below.

1. Risks associated with the technical aspects of the Project during the construction phase (potential Project delays or failure to meet the production targets):

  • The Project will be delivered on a turn-key basis at a fixed price by an experienced general contractor Hyundai Engineering Co. Ltd. (the “EPC Contractor”), who has the relevant know-how as well as technical and economic resources necessary to carry out the contracted work.
  • The construction process will be monitored by a team of highly qualified specialists hired by the special purpose vehicle, with support from reputable external advisers, including a contract engineer and a technical adviser, who will be tasked with providing technical support in relations with the EPC Contractor.
  • The Project will also be monitored by an independent technical adviser acting on behalf of the financing institutions.
  • The risk is mitigated through safety systems and preventive measures in place at all organisational and technological levels, including occupational health and safety as well as protection against major industrial accidents.

2. Risks associated with the market aspects of the Project during commercial operation (inability to place the unit’s entire output on the market or inability to achieve target selling prices and profit margins):

  • GA Polyolefins has a sales team of highly qualified professionals with extensive experience in polypropylene commercialisation, particularly in markets where the product is to be sold.
  • Market analyses prepared by independent advisers suggest that the current and projected future demand for polypropylene will be sufficient to support effective and profitable placement of the unit’s output on the market.

3. Risks associated with raising the required financing for the Project (failure to obtain the required funding, breach of the borrowing terms during the construction or repayment period, and hedging against the currency risk associated with the Project):

  • As the Polimery Police project is implemented on a project-finance basis with no recourse to Grupa Azoty, the financial obligations incurred by GA Polyolefins to fund the Project will not be included in the calculation of the Group’s debt ratios, as per the financing agreements in place.
  • For fundamental reasons related to how the propane and polypropylene markets operate, debt financing for the Project will be partly denominated in USD and partly in EUR. The equity contribution to the Project will mostly be provided in PLN. Given that the EPC contract is denominated in EUR, the special purpose vehicle GA Polyolefins plans to enter into relevant contracts to hedge the risk of movements in the EUR/USD and EUR/PLN exchange rates so as to materially limit the potential impact of exchange rate fluctuations, particularly that affecting capital expenditure during the construction phase.
  • The Project budget and the financing structure include reserves to cover a potential increase in capital expenditure, as well as necessary financing buffers in case of difficulties.
  • The amount and repayment profile of the debt financing were determined in a relatively conservative manner in line with expectations of the financing institutions, based on the Project’s cash flows before debt service, taking into account a significant cash buffer for principal and interest payments that offers a safety margin should the technical and market risks materialise.
  • The Group has requested the financing banks for approval to harmonise the key terms of the Group’s financing agreements with the key terms of the financing for Polimery Police currently being arranged. Negotiations of the proposed amendments are at a final stage.

4. Risks associated with laws and regulations governing participation in the public offering of GA Police (particularly the risk of control dilution resulting in the loss of control of GA Police by the Company or the risk of the Company exceeding the current 66% ownership threshold that would trigger the obligation to announce a tender offer for the remaining shares in GA Police):

  • The Company is conducting a detailed scenario analysis of its participation in GA Police’s secondary public offering to prevent this risk from materialising. In the process, the Company is using the services of a specialist consultancy.
  • The Company has access to financing sources sufficient to place subscription orders for GA Police shares for an amount enabling it to meet the conditions specified above.

5. Supervisory Board’s position on granting consent to acquire shares in the increased capital of GA Police.

The Company’s Supervisory Board issued a positive opinion on the proposal of the Company’s Management Board, to be submitted to the Extraordinary General Meeting, to give consent to the acquisition of shares in the increased capital of GA Police by the Company (see Current Report No. 55/2019 of October 24th 2019).

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

60/2019
05.11.2019
Current Report No. 60/2019 of November 5th 2019
Prospectus of a subsidiary approved by Polish Financial Supervision Authority
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 5th 2019 the Polish Financial Supervision Authority approved the prospectus of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), a subsidiary of the Company, prepared for the purposes of a public offering of 110,000,000 Series C ordinary bearer shares in GA Police, with a par value of PLN 10.00 per share, as well as the seeking of admission and introduction of 75,000,000 pre-emptive rights to Series C shares and up to 110,000,000 Series C ordinary bearer shares to trading on the regulated (main) market operated by the Warsaw Stock Exchange.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

59/2019
04.11.2019
Current Report No. 59/2019 of November 4th 2019
Setting the final number of New Shares in a subsidiary, their issue price and the number of pre-emptive rights entitling the holder to subscribe for one New Share
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 58/2019 issued by the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”), the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 4th 2019, in connetion with the authorisation given in the resolution of the GA Police Extraordinary General Meeting of September 23rd 2019 concerning an increase in GA Police’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for November 7th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the company’s Articles of Association (the “EGM Resolution”), the Management Board of GA Police passed a resolution pursuant to which:

  1. The issue price of Series C ordinary bearer shares (the “New Shares”) was set at PLN 10.20 (ten złoty, 20 grosz) per New Share;
  2. The number of pre-emptive rights entitling the holder to subscribe for 1 (one) New Share was set at 0.68181818181;
  3. 1 (one) pre-emptive right entitles the holder to subscribe for 1.46666666667 New Shares.

The Company further announces that the Management Board of Grupa Azoty Police decided not to exercise the authorisation granted under Art. 432.4 of the Commercial Companies Code and GA Police’s EGM Resolution to determine the final amount by which the share capital of GA Police is to be increased. Therefore, the final number of New Shares is equal to the maximum number of New Shares set forth in GA Police’s EGM Resolution, i.e. 110,000,000 (one hundred and ten million) New Shares.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

58/2019
31.10.2019
Current Report No. 58/2019 of October 31st 2019
Annex signed to letter of intent on financing Polimery Police project
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Further to Current Report No. 24/2019 of April 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 31st 2019 the Company, the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. and the Company’s and Grupa Azoty Zakłady Chemiczne Police S.A.’s subsidiary Grupa Azoty Polyolefins S.A. (formerly PDH Polska S.A.) (“GA Polyolefins”) signed an annex to a letter of intent on financing the Polimery Police project with Grupa LOTOS S.A. (“Grupa LOTOS”) (the “Letter of Intent”).

Under the annex, the term of the Letter of Intent has been extended until November 22nd 2019, which provides the basis for further negotiation of Grupa LOTOS’s potential participation in the financing of GA Polyolefins’s proposed Polimery Police project through acquisition by Grupa LOTOS of new shares in the share capital of GA Polyolefins and contribution of up to PLN 500m to GA Polyolefins’s share capital.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

57/2019
29.10.2019
Current Report No. 57/2019 of October 29th 2019
Selected estimated consolidated financial results of Grupa Azoty Group for Q3 2019
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes selected estimated consolidated financial results of the Grupa Azoty Group for the third quarter of 2019:

Revenue: PLN 2,563.9m
EBITDA: PLN 316.3m
Net profit: PLN 61.0m

and selected estimated results for the nine months ended September 30th 2019:

Revenue: PLN 8,666.4m
EBITDA: PLN 1,257.3m
Net profit: PLN 455.9m

The Company’s Management Board resolved to publish the estimated consolidated results following publication of selected estimated consolidated financial results for the third quarter of 2019 by its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A.

The amounts presented above are estimates and may be subject to change. The consolidated report for the third quarter of 2019 will be published on November 13th 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

56/2019
25.10.2019
Current Report No. 56/2019 of October 25th 2019
Update of documents to be considered by Grupa Azoty Extraordinary General Meeting convened for November 8th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 52/2019 and Current Report No. 53/2019 of October 10th 2019, the Management Board of Grupa Azoty S.A. (“Company”), in connection with the Extraordinary General Meeting convened for November 8th 2019, hereby publishes, attached hereto, the Supervisory Board’s resolution to provide an opinion on the acquisition by the Company of shares issued as part of a share capital increase in Grupa Azoty Zakłady Chemiczne Police S.A..

The resolution will be published on the Company’s website as part of materials concerning the matters to be discussed by the Extraordinary General Meeting convened for November 8th 2019.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

55/2019
24.10.2019
Current Report No. 55/2019 of October 24th 2019
Supervisory Board’s opinion on acquisition of shares in subsidiary’s increased share capital
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 51/2019 of October 10th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 24th 2019 the Company’s Supervisory Board issued a positive opinion on the proposal of the Company’s Management Board, to be submitted to the Extraordinary General Meeting, to approve the acquisition of shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) by the Company, in particular:

  1. to approve the acquisition by the Company of shares in the proposed issue for the issue price determined by the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. through a rights offering (subskrypcja zamknięta) within the meaning of Art. 431.2.2 of the Commercial Companies Code, carried out as a public offering (oferta publiczna) within the meaning of Art. 3.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, to the extent required for Grupa Azoty S.A. to retain operational control and ownership of Grupa Azoty Zakłady Chemiczne Police S.A., with the proviso that upon registration by the court of the increase in GA Police’s share capital in connection with the proposed issue, Grupa Azoty S.A.’s equity interest in Grupa Azoty Zakłady Chemiczne Police S.A. should not exceed 66%;
  2. to authorise the Company’s Management Board to take any formal and legal steps related to the acquisition of offer shares in the exercise of pre-emptive rights or or as a consequence of placing additional subscription orders for offer shares, or the acquisition of offer shares not acquired by investors as part of the offering with pre-emptive rights, including to determine the final number of shares to be acquired in the proposed issue and, possibly, to purchase or sell pre-emptive rights or GA Police shares issued in the proposed issue, with the proviso that consent from the Company’s Supervisory Board will be required for each such transaction if its value exceeds PLN 6,000,000 (six million złoty).

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1).

54/2019
17.10.2019
Current Report No. 54/2019 of October 17th 2019
New item put on agenda of Grupa Azoty Extraordinary General Meeting at shareholder’s request
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 53/2019 of October 10th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 17th 2019 it received a request from the shareholder State Treasury, submitted pursuant to Art. 401.1 of the Commercial Companies Code and Art. 44.4 of the Company’s Articles of Association, to place the following item on the agenda of the Company’s Extraordinary General Meeting convened for November 8th 2019.

“Adoption of a resolution approving the rules for disposal of non-current assets of Grupa Azoty S.A. of Tarnów”. At the same time, the shareholder submitted a draft resolution to the agenda item it has proposed, attached as an appendix to this report.

Acting pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Extraordinary General Meeting has been changed by adding item 7. At the same time, previous item 7 “Closing of the Meeting” is renumbered as item 8.

The agenda of the Company’s Extraordinary General Meeting convened for November 8th 2019 incorporating the change set out above reads as follows:

  1. Opening of the Extraordinary General Meeting.
  2. Appointment of the Chairperson of the Meeting.
  3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
  4. Adoption of the agenda.
  5. Appointment of a Ballot Counting Committee.
  6. Resolution on consent to subscribe for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
  7. Adoption of a resolution approving the rules for disposal of non-current assets of Grupa Azoty S.A. of Tarnów.
  8. Closing of the Meeting.

Legal basis: Par. 19.1.3 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 March 29th 2018 (Dz.U. of 2018, item 757).

53/2019
10.10.2019
Current Report No. 53/2019 of October 10th 2019
Draft resolutions for Grupa Azoty Extraordinary General Meeting convened for November 8th 2019
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary General Meeting convened for November 8th 2019.

In addition, the Management Board publishes, attached hereto, the previously unpublished documents relating to matters to be considered at the Extraordinary General Meeting.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

52/2020
10.10.2019
Current Report No. 52/2019 of October 10th 2019
Notice of Extraordinary General Meeting of Grupa Azoty to be held on November 8th 2019
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1) of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses 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, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on November 8th 2019, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.

The total number of Grupa Azoty shares is 99,195,484. As at October 10th 2019, the number of votes attached to these shares is 99,195,484.

AGENDA:
1. Opening of the Extraordinary General Meeting.
2. Appointment of the Chairperson of the Meeting.
3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.
4. Adoption of the agenda.
5. Appointment of a Ballot Counting Committee.
6. Resolution on granting consent to subscription for shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
7. Closing of the Meeting.

Right to participate in the General Meeting

Pursuant to Art. 4061.1 of the Commercial Companies Code, the right to participate in the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at October 23rd 2019 (the record date).

To be able to participate in the Extraordinary General Meeting, holders of rights under book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to participate in the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. October 10th 2019, and no later than on the first weekday following the record date, i.e. October 24th 2019. Personal 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 securities depository in accordance with the Act on Trading 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 November 5th, 6th and 7th 2019, from 8:00 am to 4:00 pm. 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##.

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 persons authorised to represent the legal persons.

A proxy may exercise all the rights of a shareholder 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 will make a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a 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. 331 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. 331 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##. 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 a power 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 a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the 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 a certain matter 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 October 18th 2019. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to 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 March 29th 2018 (Dz.U. of 2018, item 757).

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 General Meeting is available in the Investor Relations/General Meeting of Shareholders section of the Company’s website www.grupaazoty.com.

INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE EXTRAORDINARY GENERAL MEETING OF GRUPA AZOTY S.A.
Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Extraordinary General Meeting (the “EGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote, other persons authorised to exercise voting rights at the EGM, as well as personal data disclosed during the Meeting (jointly referred to as the “Shareholders” or “you”). Therefore, the Company states that:

Therefore, the Company states that:

  1. the controller of the personal data collected is Grupa Azoty S.A. of Tarnów; You can contact the Company by writing to the email address ##xds.ipgcdl#at#vgjeppodin.rdb## or postal address ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
  2. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: ul. Kwiatkowskiego 8, 33-101 Tarnów;
  3. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the EGM, allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
  4. The Company processes: (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;
  5. Shareholders’ personal data may be collected by the Company from entities operating the depository for securities, as well as from other Shareholders, with respect to the provision of data included in powers of attorney/proxy;
  6. The legal basis for the processing of your personal data by the Company is:
    • Article 6.1(c) of GDPR – legal obligations under the Commercial Companies Code regarding: preparation and storage of lists of shareholders and lists of attendance at the EGM, enabling the shareholders to exercise their voting rights through a proxy and enabling the shareholders to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
    • Article 6.1.(f) of GDPR – legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) exercise or defence of any legal claims;
  7. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
  8. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company's existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims pursued by the Company or against the Company;
  9. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder's identity, and failure to do so results in the Shareholder’s inability to participate in the EGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
  10. you have the right to request access to your personal data and to demand its rectification, erasure or restriction of its processing, right to object to processing of the data, as well as the right to data portability; You should bear in mind that these rights are not absolute and there are certain exceptions as to when they may be exercised provided for in the applicable laws and regulations;
  11. You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.

Legal basis: Par. 19.1.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

51/2019
10.10.2019
Current Report No. 51/2019 of October 10th 2019
Grupa Azoty Management Board’s resolution to acquire shares in increased share capital of subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 31/2019 of May 29th 2019, No. 36/2019 of June 12th 2019, No. 40/2019 of June 27th 2019 and No. 47/2019 of August 26th 2019, the Management Board of Grupa Azoty S.A. (the (the “Company”) announces that in connection with Resolution No. 4 of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police (“GA Police”), dated September 23rd 2019, concerning an increase in the company’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for November 7th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the company’s Articles of Association (the “Planned Issue”), on October 10th 2019 it passed a resolution to request the Company’s General Meeting to:

  • grant its consent to the Company’s acquisition of the Planned Issue shares for the issue price determined by the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. through a rights offering (subskrypcja zamknięta) within the meaning of Art. 431.2.2 of the Commercial Companies Code, carried out as a public offering (oferta publiczna) within the meaning of Art. 3.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of July 29th 2005, to the extent enabling Grupa Azoty S.A. to maintain operating and ownership control of Grupa Azoty Zakłady Chemiczne Police S.A., with the proviso that upon registration by the court of the increase in GA Police’s share capital in connection with the Planned Issue, Grupa Azoty S.A.’s equity interest in Grupa Azoty Zakłady Chemiczne Police S.A. should not exceed 66%,
  • authorise it to take any formal and legal steps related to the acquisition of offer shares in the exercise of pre-emptive rights or as a result of placing additional subscription orders for offer shares or acquiring offer shares not acquired by investors as part of the offering with pre-emptive rights, including determination of the final number of offer shares to be acquired as part of the Planned Issue, and possible purchase or sale by the Company of pre-emptive rights or GA Police shares, subject to the Company Supervisory Board’s consent for any such transaction where the transaction value exceeds PLN 6,000,000 (six million złoty).

The Management Board of Grupa Azoty S.A. will also request the Supervisory Board to issue its opinion on the request submitted to the General Meeting to approve the acquisition of shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.

Moreover, the Company’s Management Board decided that the previous resolution of the Company’s Management Board, dated May 29th 2019, to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A., announced by the Company in Current Report No. 31/2019 of May 29th 2019, will lose its force and effect.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

50/2019
19.09.2019
Current Report No. 50/2019 of September 19th 2019
Execution of a term sheet concerning equity financing of the Polimery Police project with Hyundai Engineering Co., Ltd and Korean Overseas Infrastructure & Urban Development Corporation
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Legal basis: Article 17 (1) of the MAR – confidential information

With reference to current reports no. 27/2019 and 27K/2019, dated 10 May and 13 May 2019 respectively, the Management Board of Grupa Azoty S.A. (“Company”) hereby reports that, on 19 September 2019, the Company and the the Company’s subsidiary– Grupa Azoty Zakłady Chemiczne “Police” S.A. (hereinafter collectively - the “Initial Sponsors”) and a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne “Police” S.A. - PDH Polska S.A. (“PDH”) executed a term-sheet (“Term Sheet”) with Hyundai Engineering Co., Ltd (“Hyundai”) and Korean Overseas Infrastructure & Urban Development Corporation (“KIND”, together with Hyundai - the “Co-Sponsors”, and together with the Initial Sponsors - the “Parties”) concerning the terms of equity financing of an investment project known as “Polimery Police” (“Project”) developed by PDH.

Under the Term Sheet:

a) The Co-Sponsors committed to invest in the Project, directly or indirectly, a total amount representing the EUR equivalent of USD 130,000,000, including USD 73,000,000 to be invested by Hyundai and USD 57,000,000 by KIND, in the form of cash contributions to cover PDH’s increased share capital,

b) The Initial Sponsors committed to invest a total of up to PLN 1,400,000,000 in the Project, plus the proceeds of a secondary public offering of the Grupa Azoty Zakłady Chemiczne “Police” S.A. shares (depending on the outcome of that offering) in the form of cash contributions to cover PDH’s increased share capital.

The Co-Sponsors’ investment is contingent upon the satisfaction of the conditions precedent agreed in the Term Sheet, including: (i) the Initial Sponsors contributing the total investment amount pursuant to (b) above, (ii) PDH issuing the Full Notice to Proceed (FNTP) under the EPC contract executed on 11 May 2019 by PDH and Hyundai (“EPC Contract”), (iii) finalisation of PDH’s shareholding structure, (iv) the execution of a facility agreement as part of the debt financing of the Project, and (v) satisfaction of certain conditions precedent under the Senior Debt documentation that are listed in the Term Sheet.

The Parties agreed, among other things, that the Co-Sponsors would be entitled to jointly appoint one member of PDH's Supervisory Board as long as the Co-Sponsors continue to jointly hold at least 5% of PDH'’s shares.

The Parties agreed that the final equity financing documentation would provide for a lock-up period from the moment the Co-Sponsors provide PDH with their investment amount until the lapse of 3 years from the Project completion date.

The Parties also agreed an exit procedure for the Co-Sponsors in the applicable cases. The Term Sheet provides for a possibility for the Initial Sponsors to initiate a process of initial public offering of the shares after the lapse of the lock-up period. Furthermore, the Parties have initially agreed to extend a put option to the benefit of the Co-Sponsors and a call option to the benefit of the Initial Sponsors, in each case with respect to PDH’s shares held by the Co-Sponsors of a total value (calculated based on the initial price paid by the Co-Sponsors for such shares) not exceeding the amount of USD 70,000,000, and with respect to the put option, decreased by the amount of any dividends paid out to the Co-Sponsors. The Parties agreed that the options will expire on 31 December 2035 at the latest.

In case the terms agreed with a potential additional investor that may be invited to participate in co-financing the Project provide for any rights more favourable to such investors that the rights extended to the Co-Sponsors under the Term Sheet, the Parties undertook to respectively amend the relevant transactional documents in such a manner that the Co-sponsors’ rights are adjusted to the terms agreed with such potential new investor.

The Parties agreed that the final equity financing documents will provide for contractual penalties for breach by the Co-Sponsors of their obligations related to the Co-Sponsors’ exit.

The Term Sheet constitutes a binding obligation of the Parties, subject to: equity financing documents being satisfactory to the Co-Sponsors, the Co-Sponsors approving the terms of the final agreement on the debt financing of the Project, and satisfactory completion by the Co-Sponsors of the due diligence of PDH.

The Term Sheet was executed for a definite period of time, until 30 June 2020, with the possibility of extension or early termination by mutual agreement of the Parties. The Term Sheet will also expire in the event of the Parties executing the final equity financing documents, which will replace the Term Sheet.

The Company will inform about subsequent stages of equity financing of the Project in separate current reports.

Legal grounds: Article 17 section 1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union of 12 June 2014, No. L 173/1 as amended).

49/2019
03.09.2019
Current Report No. 49/2019 of September 3th 2019
Opinion of subsidiary’s Supervisory Board on proposed share capital increase
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 47/2019 of August 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with a decision to resume the process of secondary public offering (the “SPO”) of shares in the subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”), on September 3rd 2019 the Supervisory Board of the Subsidiary passed a resolution expressing an opinion on the proposed share capital increase and amendments to the Subsidiary’s Articles of Association.

The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders of the Subsidiary (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.

Information on the SPO milestones will be announced by the Company in separate current reports.

Legal basis: Article 17(1) of MAR (Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

48/2019
27.08.2019
Current Report No. 48/2019 of August 27th 2019
Expected effect of one-off non-monetary item on earnings
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces the expected effect of a one-off non-monetary item on the Company’s consolidated financial statements for the first half of 2019.

Further to Current Report No. 28/2019 issued on August 27th 2019 by the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A.“Grupa Azoty Puławy”), concerning the expected effect on the financial statements of Grupa Azoty Puławy for H1 2019 of a one-off non-monetary item, i.e. a PLN 7.8m impairment loss recognised by its subsidiary Zakłady Azotowe Chorzów S.A. on assets allocated to the cash-generating unit (CGU) – ‘Other activities’, involving mainly the production and sale of potassium nitrate and calcium nitrate, excluding the Organic Products Department, the effect of that item on the Company’s consolidated results is presented below: 

  • effect on the H1 2019 consolidated EBIT: PLN -22m,
  • effect on the H1 2019 consolidated net profit: PLN -19m.

As the review of the Company’s financial statements for the first half of 2019 has not yet been completed, these amounts are not final and may be subject to change. The Company’s H1 2019 interim report will be issued on September 5th 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

47/2019
26.08.2019
Current Report No. 47/2019 of August 26th 2019
Planned share capital increase at subsidiary and resumption of secondary public offering of shares in subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (“Company”) announces that on August 26th 2019 the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Subsidiary”) decided to resume the secondary public offering of shares in the Subsidiary (“SPO”) and passed a resolution on a planned increase of the Subsidiary’s share capital through the issue of new shares with pre-emptive rights and on amendments to the Subsidiary’s Articles of Association, repealing a previous resolution of the Subsidiary’s Management Board on a planned increase of the Subsidiary’s share capital through the issue of new shares with pre-emptive rights and on amendments to the Subsidiary’s Articles of Association, as announced by the Subsidiary in Current Report No. 4/2019.

The proposed share capital increase will be effected through the SPO in an amount of up to PLN 1,100,000,000 (one billion, one hundred million złoty), addressed to existing shareholders of the Subsidiary (pre-emptive rights). The proposed share capital increase should be effected by the end of 2019.

Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in the pursuit of these strategic goals will be the Polimery Police project implemented by PDH Polska S.A., a special purpose vehicle in which the Subsidiary and the Company hold interests of, respectively, 53.0% and 47.0%.

Information on the SPO milestones will be announced by the Company in separate current reports.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended) (MAR).

46/2019
13.08.2019
Current Report No. 46/2019 of August 13th 2019
Estimated financial effects of temporary plant shutdown at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 39/2019 of July 4th 2019, No. 41/2019 of August 10th 2019 and No. 42/2019 of August 13th 2019 issued by Grupa Azoty Zakłady Chemiczne Police S.A., a subsidiary of Grupa Azoty S.A. (the “Company”), concerning temporary shutdown of the Ammonia Synthesis and Urea Synthesis units at the subsidiary due to the need to repair a defect discovered in boilers of the Synthesis Gas Unit, the Company’s Management Board announces that the financial effects of the plant having been temporarily taken offline for Grupa Azoty on a consolidated basis have been estimated at PLN -53.7m in lost profits.

The amount presented above is an estimate and may be subject to change.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

45/2019
08.08.2019
Current Report No. 45/2019 of August 8th 2019
Registration of share capital increase at PDH Polska
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 15/2019 of March 27th 2019, No. 20/2019 of April 25th 2019, and No. 25/2019 of April 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 8th 2019 it was notified of the registration of a share capital increase at PDH Polska S.A. (“PDH Polska”) by the District Court for Szczecin-Centrum in Szczecin, 13th Commercial Division of the National Court Register, on August 7th 2019.

Following the registration, the share capital of PDH Polska was increased from PLN 304,000,000 to PLN 467,339,000. Currently, the total number of shares of all issues is 46,733,900. Their par value is PLN 10 per share.

The Company subscribed for 9,782,808 new shares in the increased share capital of PDH Polska, with a par value of PLN 10 per share and total value of PLN 97,828,080.00, at an issue price equal to their par value.

As a result of the share capital increase, the number of shares held by the Company rose to 21,964,933. Currently, the Company holds directly 47% of shares in PDH Polska S.A., while 53% of PDH Polska S.A. shares are held by the Company’s subsidiary, Grupa Azoty Zakłady Chemiczne Police S.A.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

44/2019
02.08.2019
Current Report No. 44/2019 of August 2nd 2019
Registration of amendments and adoption of consolidated text of Articles of Association by Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 2nd 2019 the Company was notified that on July 30th 2019 the District Court for Kraków-Śródmieście, 12th Commercial Division of the National Court Register, registered amendments to the Company’s Articles of Association.

The registered amendments to the Articles of Association were approved by Resolution No. 28 of the Company’s Annual General Meeting held on June 27th 2019 and announced in Current Report No. 40/2019, corrected on July 1st 2019.

The Company’s Management Board also announces that on August 2nd 2019 the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, reflecting the amendments approved by Resolution No. 28 of the Annual General Meeting of June 27th 2019.

The consolidated text of the Articles of Association, adopted by the Company’s Supervisory Board, is attached to this report.

The amendments to the Articles of Association are presented in detail in Current Report No. 40/2019 of June 27th 2019, as corrected on July 1st 2019.

Legal basis: Par. 5.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

43/2019
11.07.2019
Current Report No. 43/2019 of July 11th 2019
Answers to questions asked during the Annual General Meeting on 27th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Art. 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. (“Company”) presents its answers to the questions asked by a shareholder during the Annual General Meeting on June 27th 2019, in accordance with Article 428.1 of the Commercial Companies Code.

1. What were the grounds for the decision of the Management Board and Supervisory Board of Grupa Azoty S.A. to transfer over PLN 100,000,000 to PDH Polska S.A.?

As the requested information is not related to the matters placed on the agenda, the Management Board of Grupa Azoty S.A. has no obligation to answer this question, but in line with our policy of open communication we would like to remind you that all corporate decisions related to the acquisition of PDH Polska S.A. shares were promptly announced by the Company in current reports, as required by law.

2. How much did the Company actually pay for COMPO EXPERT (1)? Current and non-current liabilities, including liabilities in respect of PDH Polska S.A., will be in excess of PLN 6bn. (2). Will they exceed the Company’s profit (3)? How long will this situation continue (4)? Have the Company’s bank borrowings exceeded sales by value (5)?

As this question in fact consists of many questions, we have numbered them and will answer them accordingly.

  1. Answering question No. 1, the purchase price for all shares in Goat TopCo GmbH of Münster, Germany, was PLN 1,001,995 thousand (Note 14.1 on p. 71 of the separate financial statements). This amount includes the price paid to the seller, of PLN 973,966 thousand (Note 1.2.1 on p. 19 of the consolidated financial statements), and acquisition costs totalling PLN 28,029 thousand (2.9% of the share purchase price). These costs increased the purchase price for the shares as financial assets in the Company’s separate financial statements, but do not constitute cost of the individual assets and liabilities measured at fair value in the consolidated financial statements, as required under paragraph 53 of IFRS 3 Business Combinations. The measurement of the acquired assets and liabilities at fair value as at the acquisition date is under way and will be completed within one year from the acquisition date.
  2. Answering question No. 2, current and non-current liabilities (including provisions) disclosed in the consolidated financial statements of the Grupa Azoty Group (“Group”) as at December 31st 2018 totalled PLN 6,832,243 thousand. PDH Polska S.A. is included in the Group’s consolidated financial statements, so this amount included the company’s liabilities to entities outside the Group as at December 31st 2018. Accordingly, the amount of liabilities referred to in the question has already been exceeded, which, however, does not threaten the Group’s financial stability given the scale of its operations and cash flows as well as the available lines of credit.
  3. As to question No. 3, we would like to inform you that Grupa Azoty S.A. does not publish financial forecasts, and we cannot answer any questions relating to such forecasts.
  4. As regards question No. 4, we do not understand what the phrase ‘this situation’ refers to, so we cannot provide an answer.
  5. Answering question No. 5, the Group’s 2018 consolidated revenue, as disclosed in its consolidated financial statements, totalled PLN 9,999m, and were higher than its outstanding bank borrowings, which totalled PLN 2,851m as at December 31st 2018. So, the answer is no.

3.On what legal grounds did the Management Board pass a resolution to increase the share capital of Grupa Azoty Zakłady Chemiczne Police S.A.?

As the Annual General Meeting held on June 27th 2019 passed Resolution No. 2 to remove item 17 from its agenda, the resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A. was not considered by the Annual General Meeting of Grupa Azoty S.A. In other words, the requested information was not covered by the agenda, and, therefore, the Management Board of Grupa Azoty S.A. has no obligation to answer this question.

4. The Company received dividends from Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A. last year. Please explain how this money was spent or used.

In 2018, Grupa Azoty S.A. received dividends from its subsidiaries Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A., of PLN 26,235,000.00 and PLN 81,821,978.10, respectively, with the total amounting to PLN 108,056,978.10. The funds were credited to the Grupa Azoty S.A.’s bank account on July 24th 2018 and June 27th 2018, respectively. The dividends were presented in Note 5 ‘Finance income’ to the separate financial statements of Grupa Azoty S.A. for 2018.

As dividend payments made by subsidiaries to Grupa Azoty S.A. are intra-group transactions, and the Group has a centralised financing model that includes cash pooling, the funds have been retained within the Group and are used to fund its operating, investing and financing activities. It is not practicable to closely track the funds. Summary information on the sources of Grupa Azoty S.A.’s cash inflows and outflows for the full year 2018 is provided in the statement of cash flows on pages 10 and 11 of the separate financial statements for 2018.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

42/2019
05.07.2019
Current Report No. 42/2019 of July 5th 2019
Appointment of member of Grupa Azoty Management Board as Vice President of Management Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (“Company”) announces that at its meeting held on July 5th 2019 the Company’s Supervisory Board resolved to appoint Tomasz Hryniewicz, who previously served as a Member of the Management Board of the 11th term, as Vice President of the Management Board. The resolution came into force as of its date. 

Tomasz Hryniewicz was appointed to the Company’s Management Board on June 12th 2019, as announced by the Company in Current Report No. 37/2019 of June 12th 2019, corrected on June 13th 2019.

A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment records was provided in Current Report No. 37/2019.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

41/2019
27.06.2019
Current Report No. 41/2019 of June 27th 2019
List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty S.A. on June 27th 2019
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting

The Management Board of Grupa Azoty S.A. (“Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Annual General Meeting held on June 27th 2019, specifying the number of voting rights conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at the Annual General Meeting and in total voting rights.

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2019, item 623).

40K/2019
01.07.2019
Current Report No. 40K/2019 of July 1st 2019
Resolutions voted on by the Annual General Meeting of Grupa Azoty S.A. on June 27th 2019 – correction
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. announces that the number of votes cast on Resolution No. 3 to adopt the agenda for the Annual General Meeting, as stated in the appendix to Current Report No. 40/2019 published on June 27th 2019, was incorrect due to an apparent editorial error.

The number of votes cast in favour of the Resolution was erroneously stated as 76.6727 366, where instead it should have been 76,727,366.

The corrected text of the appendix “AGM 27062019 Resolutions passed” is attached hereto.

The text of Current Report No. 40/2019 published on June 27th 2019 remains unchanged.

Legal basis: Par. 19.1.6, Par. 19.1.7 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

40/2019
27.06.2019
Current Report No. 40/2019 of June 27th 2019
Resolutions voted on by the Annual General Meeting of Grupa Azoty S.A. on June 27th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed by the Company’s Annual General Meeting on June 27th 2019, together with voting results.

The documents voted on by the Annual General Meeting are available from the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html. They have also been published with the Company’s separate and consolidated annual reports, and attached to Current Report No. 33/2019 of May 31st 2019 and Current Report No. 36/2019 of June 12th 2019.

Given that votes were counted electronically by technical support staff, the Annual General Meeting, acting in line with its Rules of Procedure, resolved not to consider

  • item 5 of the agenda: “Voting on a resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting”, and
  • item 6 of the agenda: “Appointment of a Ballot Counting Committee for the Annual General Meeting”.

Having passed Resolution No. 2, the Annual General Meeting also resolved not to consider item 17 of the agenda: “Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.”.

Attached hereto, the Management Board publishes a draft resolution to remove agenda item 17 “Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.”, which was submitted by an eligible shareholder. The submitted draft resolution, as set out in the attachment, was passed by the Annual General Meeting.

At the Annual General Meeting, objections to Resolution No. 2 to remove agenda item 17 “Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.” and to Resolution No. 28 to amend the Company’s Articles of Association were raised and recorded in the minutes

Legal basis: Par. 19.1.6, Par. 19.1.7 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

39/2019
27.06.2019
Current Report No. 39/2019 of June 27th 2019
Appointment of Chairman of Grupa Azoty Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (“Company”) announces that on June 27th 2019 Marcin Pawlicki, a Supervisory Board member, was appointed Chairman of the Company’s Supervisory Board by way of Resolution No. 31 of the Annual General Meeting,

With effect from the date of the appointment resolution.

Marcin Pawlicki was appointed to the Supervisory Board on February 26th 2019, as announced by the Company in Current Report No. 8/2019 of February 26th 2019.

Descriptions of the newly appointed Chairman’s educational background, qualifications, previously held positions and employment records were provided by the Company in Current Report No. 8/2019 of February 26th 2019.

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757).

38/2019
27.06.2019
Current Report No. 38/2019 of June 27th 2019
Draft procedural resolution submitted during Annual General Meeting
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (“Company”) publishes, attached hereto, a draft procedural resolution submitted by an eligible individual shareholder during the Annual General Meeting on June 27th 2019.

The submitted draft resolution, as set out in the attachment, has not yet been passed by the Annual General Meeting.

Legal basis: Par. 19.1.8 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 March 29th 2018 (Dz.U. of 2014, item 133).

37K/2019
13.06.2019
Current Report No. 37/2019/K of June 13th 2019
Appointment of Grupa Azoty Management Board Member – correction
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. announces that Current Report No. 37/2019 of June 12th 2019 contains an obvious error, stating that a new member of the Company’s Management Board was appointed to the role of Vice President of the Management Board.

Following the correction, Current Report No. 37/2019 reads as follows:

The Management Board of Grupa Azoty S.A. (“Company”) announces that at the meeting held on June 20th 2019 the Company’s Supervisory Board appointed Tomasz Hryniewicz as a Member of the Management Board, with effect from the date of the appointment resolution. 

The Management Board further announces that Tomasz Hryniewicz has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of a governing body of any other competing legal entity. 

Tomasz Hryniewicz is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act. 

A brief description of the newly appointed Member’s educational background, qualifications, previously held positions and employment records is attached to this current report. 

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757). 

37/2019
12.06.2019
Current Report No. 37/2019 of June 12th 2019
Appointment of Grupa Azoty Management Board Member
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (“Company”) announces that at the meeting held on June 20th 2019 the Company’s Supervisory Board appointed Tomasz Hryniewicz as Vice President of the Management Board, with effect from the date of the appointment resolution. 

The Management Board further announces that Tomasz Hryniewicz has made a representation to the effect that he is not engaged in any activities competing with the Company’s business, nor is he a partner in any competing partnership under civil law or any other type of partnership, a shareholder in any competing incorporated company or a member of a governing body of any other competing legal entity. 

Tomasz Hryniewicz is not entered in the Register of Insolvent Debtors maintained pursuant to the National Court Register Act. 

A brief description of the newly appointed Vice President’s educational background, qualifications, previously held positions and employment records is attached to this current report. 

Legal basis: Par. 5.5. 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 March 29th 2018 (Dz.U. of 2018, item 757). 

36/2019
12.06.2019
Current Report No. 36/2019 of June 12th 2019
Update of documents to be considered by Grupa Azoty Annual General Meeting convened for June 27th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 33/2019 of May 31st 2019, the Management Board of Grupa Azoty S.A. (“Company”), in connection with the Annual General Meeting convened for June 27th 2019, hereby publishes, attached hereto, the Management Board’s resolution to request the Supervisory Board for withdrawal of the proposal to the General Meeting to approve the acquisition by the Company of shares issued as part of a share capital increase in Grupa Azoty Zakłady Chemiczne Police S.A., and the resolution of the Company’s Supervisory Board to provide an opinion on amendments to the Company’s Articles of Association.

The documents will be published on the Company’s website as materials concerning the matters to be discussed by the Annual General Meeting convened for June 27th 2019.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

35/2019
07.06.2019
Current Report No. 35/2019 of June 7th 2019
New items added to agenda of Annual General Meeting of Grupa Azoty at shareholder’s request
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 32/2019 and Current Report No. 33/2019 of May 31st 2019, the Management Board of Grupa Azoty S.A. (“Company”) announces that on June 6th 2019 it received a request from the State Treasury, a shareholder representing 33% of the Company’s share capital, made under Art. 401.1 of the Commercial Companies Code and Art. 44.4 of the Company’s Articles of Association, that the following new items be placed on the agenda of the Annual General Meeting to be held in Tarnów at 10am on June 27th 2019:

  1. Resolution to amend Resolution No. 8 of the Company’s Extraordinary General Meeting of December 2nd 2016 on the rules of remunerating members of the Management Board, amended by Resolution No. 37 of the Company’s Annual General Meeting of June 30th 2017 to amend Resolution No. 8 of the Company’s Extraordinary General Meeting on the rules of remunerating members of the Management Board.
  2. Resolution to amend Resolution No. 9 of the Company’s Extraordinary General Meeting of December 2nd 2016 to determine the rules of remunerating members of the Supervisory Board.
  3. Appointment of the Chairperson of the Supervisory Board.

Acting pursuant to Art. 401.2 of the Commercial Companies Code, the Company’s Management Board announces that the agenda of the Annual General Meeting has been changed by adding items 18, 19 and 20. The existing item 18 “Current information for the Shareholders” and the existing item 19 “Closing of the Meeting” shall be assigned numbers 21 and 22, respectively. The agenda of the Company’s Annual General Meeting convened for June 27th 2019 incorporating the amendment set out above shall read as follows:

  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 pass resolutions.
  4. Adoption of the agenda.
  5. Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting.
  6. Appointment of a Ballot Counting Committee for the Annual General Meeting.
  7. Review of the Supervisory Board’s reports:
    1. report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2018: separate financial statements, consolidated financial statements, Directors’ Report on the operations of Grupa Azoty S.A. and the Grupa Azoty Group, consolidated report on payments to governments, non-financial statement of the Grupa Azoty Group and the Management Board’s proposal regarding allocation of the net profit for 2018;
    2. report of the Supervisory Board of Grupa Azoty S.A. on its activities in 2018.
  8. Review and approval of the separate financial statements of Grupa Azoty S.A. for the 12 months ended December 31st 2018.
  9. Review and approval of the consolidated financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2018.
  10. Review and approval of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations in the 12 months ended December 31st 2018.
  11. Review and approval of the Grupa Azoty Group’s consolidated report on payments to governments in 2018.
  12. Review and approval of the non-financial statement of the Grupa Azoty Group for the 12 months ended December 31st 2018.
  13. Resolution to allocate Grupa Azoty S.A.’s net profit for the financial year 2018.
  14. Resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st–December 31st 2018.
  15. Resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st–December 31st 2018.
  16. Resolution to amend the Company’s Articles of Association and authorise the Supervisory Board to adopt a consolidated text of the Articles of Association.
  17. Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
  18. Resolution to amend Resolution No. 8 of the Company’s Extraordinary General Meeting of December 2nd 2016 on the rules of remunerating members of the Management Board, as amended by Resolution No. 37 of the Company’s Annual General Meeting of June 30th 2017 to amend Resolution No. 8 of the Company’s Extraordinary General Meeting on the rules of remunerating members of the Management Board.
  19. Resolution to amend Resolution No. 9 of the Company’s Extraordinary General Meeting of December 2nd 2016 to determine the rules of remunerating members of the Supervisory Board.
  20. Appointment of the Chairperson of the Supervisory Board.
  21. Current information for the Shareholders.
  22. Closing of the Meeting.

The Management Board publishes, attached hereto, proposed resolutions on agenda items 18, 19 and 20, with explanatory notes, submitted by the shareholder State Treasury. The Management Board also publishes a proposed resolution on agenda item 4, providing for the addition of new items to the agenda as per the shareholder’s request.

Legal basis: Par. 19.1.3 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 March 29th 2018 (Dz.U. of 2018, item 757).

34/2019
05.06.2019
Current Report No. 34/2019 of June 5th 2019
Suspended implementation of resolution of Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), a subsidiary of the Company, acting under an authorisation granted by the General Meeting of Grupa Azoty Police under Section 3.3(a) of Resolution No. 7 of the Extraordinary General Meeting of Grupa Azoty Police of April 26th 2019 to increase Grupa Azoty Police’s share capital by way of a rights issue, conduct a public offering of new shares, set the record date for pre-emptive rights in respect of the new shares, convert into book-entry form and seek the admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amend Grupa Azoty Police’s Articles of Association (the “Resolution”), announced that it had resolved on June 5th 2019 to suspend the implementation of the Resolution (see Grupa Azoty Police’s Current Report No. 32/2019 of June 5th 2019).

Grupa Azoty Police is the owner and perpetual usufructuary of certain agricultural properties, within the meaning of Art. 2.1 of the Polish Act on Shaping of the Agricultural System, dated April 11th 2003, each with an area of over 0.3 ha. According to the existing provisions of the Polish Act on Shaping of the Agricultural System, the National Agriculture Support Centre (“KOWR”), acting on behalf of the State Treasury, has the right to purchase shares issued by a company which owns agricultural property with an area exceeding 0.3 ha. According to KOWR’s interpretation of the provisions of the Polish Act on Shaping of the Agricultural System, upon registration in the National Court Register of the share capital increase related to the issue of the Offer Shares, each investor who has subscribed for Offer Shares would be obliged to notify KOWR of such subscription. Within one month of receiving such notification, KOWR could submit a statement to the effect that it elects to acquire the Offer Shares from the investor for a unit price equal to the Issue Price (unless such price materially differs from the market value of an Offer Share).

A new Act Amending the Act on Shaping of the Agricultural System and Certain Other Acts (the “Amending Act”) dated April 26th 2019, which, having been signed into law by the President of the Republic of Poland, is now awaiting promulgation in Dziennik Ustaw (the Journal of Laws), will change the currently effective procedures concerning KOWR’s rights related, in particular, to new share issues by public companies. The Amending Act will enter into force 14 days after its promulgation in Dziennik Ustaw.

The Grupa Azoty Police Management Board believes that the intention of the legislator is – in the event of an issue of new shares by a public company – to replace KOWR’s existing right to acquire new shares in the company owning agricultural property with KOWR’s right to purchase such agricultural property whose owner or perpetual usufructuary is the issuing company. In view of the transitional provisions set out in the Amending Act, the Offering planned by Grupa Azoty Police would be subject to the still existing regulations, including in particular the provisions concerning KOWR’s right to acquire the Offer Shares. According to the position of the Central Securities Depository of Poland (the “CSDP”) as notified to Grupa Azoty Police, both under the current legal regime and the regime which would apply to Grupa Azoty Police after the Amending Act enters into force, there is a risk of refusal to register allotment certificates for the Offer Shares with the CSDP. If allotment certificates for the Offer Shares are not registered with the CSDP, it would prevent the introduction of the allotment certificates to trading on the WSE. As a consequence, in the period until the registry court registers the increase in the share capital of Grupa Azoty Police by way of the issue of the Offer Shares and until KOWR decides whether it elects to exercise its right to acquire the Offer Shares, investors would not be able to trade in the allotment certificates for the Offer Shares or the Offer Shares themselves. Moreover, the application of an improper procedure concerning KOWR’s rights under the Act on Shaping of the Agricultural System would render the entire issue of the Offer Shares null and void. This risk cannot be completely ruled out, given doubts as to the proper interpretation of the provisions of the Amending Act. In the opinion of the Grupa Azoty Police Management Board, the above issues could expose potential investors to material risks, which Grupa Azoty Police would not be able to eliminate under the applicable legal framework. In consequence, the Grupa Azoty Police Management Board concluded that it would be in the best interests of both potential investors and Grupa Azoty Police itself to temporarily suspend the Offering until KOWR can exercise its rights without the risk of the allotment certificates for the Offer Shares not being traded on the WSE and the risk of the issue of Series C Shares becoming null and void.

Resumption by Grupa Azoty Police of the new shares offering process will be announced by the Company in further current reports. Grupa Azoty Police has announced that it will keep monitoring the situation on the capital market and any changes in the regulatory environment regarding KOWR’s rights. The Grupa Azoty Police Management Board expects to resume the offering of the new shares in Q3 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

33/2019
31.05.2019
Current Report No. 33/2019 of May 31st 2019
Draft resolutions for Grupa Azoty Annual General Meeting convened for June 27th 2019
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended) – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Annual General Meeting convened for June 27th 2019.

In addition, the Management Board publishes, attached hereto, the documents pertaining to matters to be considered at the Annual General Meeting, including those not previously published.

Matters requiring a decision by the Supervisory Board, not yet resolved by the date of publication of the AGM notice, will be published in the manner specified above as soon as the relevant decision is available and posted on the Company’s website.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

32/2019
31.05.2019
Current Report No. 32/2019 of May 31st 2019
Notice of Grupa Azoty Annual General Meeting to be held on June 27th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Art. 395.1, Art. 395.2, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.1 of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses 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, with a share capital of PLN 495,977,420 (paid up in full), hereby convenes the Annual General Meeting of Grupa Azoty S.A. to be held on June 27th 2019, at 10:00 am, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.

The total number of Grupa Azoty shares is 99,195,484. As at May 31st 2019, 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 pass resolutions.
  4. Adoption of the agenda.
  5. Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting.
  6. Appointment of a Ballot Counting Committee for the Annual General Meeting.
  7. Review of the Supervisory Board’s reports:
    1. Report of the Supervisory Board of Grupa Azoty S.A. on assessment of the following statements and reports for 2018: the separate financial statements, the consolidated financial statements, the Directors’ Report on the Operations of Grupa Azoty S.A. and the Grupa Azoty Group,the consolidated report on payments to governments, the non-financial statement of the Grupa Azoty Group and the Management Board’s proposal regarding allocation of the net profit for 2018;
    2. Report of the Supervisory Board of Grupa Azoty S.A. on its activities in 2018.
  8. Review and approval of the separate financial statements of Grupa Azoty S.A. for the 12 months ended December 31st 2018.
  9. Review and approval of the consolidated financial statements of the Grupa Azoty Group for the 12 months ended December 31st 2018.
  10. Review and approval of the Directors’ Report on Grupa Azoty S.A.’s and the Grupa Azoty Group’s operations in the 12 months ended December 31st 2018.
  11. Review and approval of the Grupa Azoty Group’s consolidated report on payments to governments in 2018.
  12. Review and approval of the non-financial statement of the Grupa Azoty Group for the 12 months ended December 31st 2018.
  13. Resolution to allocate Grupa Azoty S.A.’s net profit for the financial year 2018.
  14. Resolutions to grant discharge to Members of the Management Board in respect of performance of their duties in the period January 1st–December 31st 2018.
  15. Resolutions to grant discharge to Members of the Supervisory Board in respect of performance of their duties in the period January 1st–December 31st 2018.
  16. Resolution to amend the Company’s Articles of Association and authorise the Supervisory Board to adopt a consolidated text of the Articles of Association.
  17. Resolution to acquire shares in the increased share capital of Grupa Azoty Zakłady Chemiczne Police S.A.
  18. Current information for the Shareholders.
  19. Closing of the Meeting.

Right to participate in the Annual General Meeting

Pursuant to Art. 4061.1 of the Commercial Companies Code, only persons who are Company shareholders sixteen days prior to the date of the Annual General Meeting, i.e. as at June 11th 2019 (the record date), have the right to participate in the Meeting.

To be able to participate in the Annual General Meeting, holders of rights under book-entry bearer shares should submit to the entity keeping their securities account a request to be issued a personal certificate confirming their right to participate in the Annual General Meeting. The request should be submitted on or after the date of publication of the notice of the Annual General Meeting, i.e. May 31st 2019, and no later than on the first weekday following the record date, i.e. June 12th 2019. Personal certificates confirming the right to participate in the Annual General Meeting will serve as the basis for preparation of records submitted to the entity operating the securities depository in accordance with the Act on Trading in Financial Instruments.

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 Annual General Meeting, i.e. on June 24th, 25th and 26th 2019, from 8:00 am to 4:00 pm. 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##.

Right to participate in the Annual 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 persons authorised to represent the legal persons.

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 make a form of electronic power of proxy available for downloading from www.grupaazoty.com. The grant of a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a 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. 331 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. 331 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##. 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 a power 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 a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the 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 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 matters 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 Annual General Meeting, that is by June 6th 2019. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 Annual 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 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 Annual 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 Annual General Meeting.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to 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 March 29th 2018 (Dz.U. of 2018, item 757).

Corporate website

Information concerning the Annual General Meeting is available in the Investor Relations/General Meeting of Shareholder section of the Company’s website www.grupaazoty.com.

INFORMATION ON PERSONAL DATA PROTECTION IN CONNECTION WITH THE CONVENING OF THE GENERAL MEETING OF GRUPA AZOTY S.A.

Pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Grupa Azoty S.A. (the “Company”) wishes to advise you that in connection with the convening of the Company’s Annual General Meeting (the “AGM”) the Company will process the personal data of the Company shareholders, their proxies authorised to vote, other persons authorised to exercise voting rights at the AGM, as well as personal data disclosed during the Meeting (jointly referred to as the “Shareholders” or “you”).

Therefore, the Company states that:

  1. The controller of the personal data is Grupa Azoty S.A. of Tarnów, which can be contacted by email at: ##ipgcdl#at#vgjeppodin.rdb##, or by post: ul. Kwiatkowskiego 8, 33-101 Tarnów, Poland; Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
  2. For matters related to the protection of personal data at the Company, you can contact the Data Protection Officer via the following email: ##xds.ipgcdl#at#vgjeppodin.rdb## or by post: Grupa Azoty Spółka Akcyjna, ul. E. Kwiatkowskiego 8, 33-101 Tarnów, Poland;
  3. The data will be processed for the following purposes: compliance by the Company with its legal obligations under the Commercial Companies Code, imposed on it as a public company in connection with the convening of the AGM1, allowing the Shareholders to exercise their rights in relation to the Company, as well as establishment, exercise or defence of any legal claims by the Company;
  4. The Company processes: (i) personal data identifying the Shareholder, such as the first name, surname, address of residence or address for correspondence and Personal Identification Number (PESEL), (ii) data included in powers of attorney/proxy, (iii) data on shares held and rights attached to them, such as the number, type and serial numbers of shares and number of voting rights conferred by such shares, and (iv) where Shareholders contact the Company via email – their email address;
  5. Shareholders’ personal data may be collected by the Company from entities operating the securities depository, as well as from other Shareholders – with respect to the data included in powers of proxy;
  6. The legal basis for the processing of your personal data by the Company is:
    • Article 6.1(c) of GDPR – legal obligations under the Commercial Companies Code regarding: preparation and storage of lists of shareholders and lists of attendance at the AGM, enabling the shareholders to exercise their voting rights through a proxy and enabling the shareholders to exercise their rights in relation to the Company (e.g. proposing that certain matters be placed on the agenda);
    • Article 6.1.(f) of GDPR – legitimate interests of the Company: (i) enabling contact with Shareholders and verifying their identities and (ii) exercise or defence of any legal claims;

  7. Recipients of the personal data include entities providing hosting services for IT tools used for the purpose of contacting Shareholders, entities providing document archiving services, and other Shareholders – with respect to making the list of shareholders available for inspection in accordance with Art. 407 of the Commercial Companies Code;
  8. Personal data included in the lists of shareholders, attendance lists and powers of attorney/proxy is stored for the period of the Company’s existence, and may afterwards be transferred to an entity designated to store documents in accordance with the Commercial Companies Code; personal data related to email contact is stored for a period allowing the Company to demonstrate its compliance with obligations imposed by the Commercial Companies Code and for a period of prescription of any potential claims of the Company or against the Company, not longer than six years;
  9. Where data is provided directly to the Company, provision of data is required by the Commercial Companies Code and in order to enable verification of the Shareholder’s identity, and failure to do so results in the Shareholder’s inability to participate in the AGM; provision of the email address is voluntary but required to enable email contact between the Company and the Shareholder, with failure to provide it precluding such email contact;
  10. You may request access to and rectification or erasure of personal data or restriction of its processing and to object to processing as well as the right to data portability; it must, however, be borne in mind that these rights are not absolute and may be subject to derogations provided for by law;
  11. You may lodge a complaint with the President of the Data Protection Authority in the event of any irregularities in the processing of your personal data.
  12. Legal basis: Par. 19.1.1 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 March 29th 2018 (Dz.U. of 2018, item 757).

31/2019
29.05.2019
Current Report No. 31/2019 of May 29th 2019
Grupa Azoty Management Board’s resolution on acquisition of shares in subsidiary’s increased share capital
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 23/2019 of April 26th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 29th 2019, in connection with the planned issue of 1 to 110,000,000 Series C bearer shares (“Offer Shares”) pursuant to a resolution of the Extraordinary General Meeting of Grupa Azoty Zakłady Chemiczne Police, the Company’s subsidiary, (“GA Police”), dated April 26th 2019, concerning an increase in the company’s share capital by way of an issue of new shares with pre-emptive rights, public offering of the new shares, setting the record date for pre-emptive rights in respect of the new shares for June 18th 2019, conversion into book-entry form and seeking of admission and introduction of the pre-emptive rights, allotment certificates and new shares to trading on the regulated market operated by the Warsaw Stock Exchange, and amendments to the company’s Articles of Association (the „Planned Issue”), the Company’s Management Board passed a resolution for the Company to:

(a) subscribe for Offer Shares through the exercise of pre-emptive rights, place additional subscription orders at the issue price determined by the GA Police Management Board as part of the rights issue related to the Offer Shares within the meaning of Art. 431.2.2 of the Commercial Companies Code, effected through a public offering within the meaning of Art.3.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, or

(b) subscribe for Offer Shares not acquired by investors as part of the offering with pre-emptive rights at the issue price determined by the GA Police Management Board in the invitation sent to the Company to subscribe for such Offer Shares, with the proviso that immediately after the Planned Issue the Company should retain at least 50% plus one vote at the General Meeting of GA Police.

Therefore, the Company’s Management Board will request the Supervisory Board to give its opinion on the request submitted to the General Meeting for the latter’s consent to the acquisition of shares in the increased share capital of GA Police and to include an item concerning the grant of consent to the acquisition of shares in the increased share capital of GA Police on the agenda of the next General Meeting of the Company.

The Company’s Management Board will also request the General Meeting to authorise it to take any formal and legal steps related to the acquisition of Offer Shares in the exercise of pre-emptive rights, or as a consequence of placing additional subscription orders for Offer Shares, or the acquisition of Offer Shares not acquired by investors as part of the offering with pre-emptive rights, including determination of the final number of Offer Shares to be acquired within the Planned Issue, and possible purchase or sale by the Company of pre-emptive rights or allotment certificates in respect of Offer Shares, subject to the Company Supervisory Board’s consent for any such transaction where the transaction value exceeds PLN 6,000,000.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

30/2019
23.05.2019
Current Report No. 30/2019 of May 23rd 2019
Extension of Individual Contracts with Polskie Górnictwo Naftowe i Gazownictwo S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 23/2016 of April 13th 2016 and Current Report No. 22/2017 of June 21st 2017, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 23rd 2019 the Company and its subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (jointly referred to as the “Customers” and each of them separately as the “Customer”) submitted representations confirming the extension of the bilateral contracts concluded on June 21st 2017 (the “Individual Contracts”) under the framework gas supply agreement of April 13th 2016 with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”).

As a result of the representations made by the Customers, PGNiG will remain the Grupa Azoty Group’s strategic gas supplier until September 30th 2022.

The total value of the Individual Contracts concluded with the Customers is estimated at more than PLN 8bn over their four-year term. The applied pricing formula is based on market gas price indices.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

29/2019
17.05.2019
Current Report No. 29/2019 of May 17th 2019
Supervisory Board’s resolution on allocation of profit for 2018
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 26/2019 of May 9th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 17th 2019 the Company’s Supervisory Board approved the proposal made by the Management Board to the Annual General Meeting to allocate the entire net profit for the financial year 2018, of PLN 171,064,449.85 (one hundred and seventy-one million, sixty-four thousand, four hundred and forty-nine złoty, 85/100), to the Company’s statutory reserve funds.

A final decision on the 2018 profit allocation will be made by the Annual General Meeting.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

27K/2019
13.05.2019
Current Report No 27K/2019 of May 13th 2019
Signing of the Investment Cooperation Agreement – correction
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Legal basis: Article 17(1) of MAR – Inside information.

The Management Board of Grupa Azoty S.A. announces that, due to a manifest error, Current Report No. 27/2019 of May 10th 2019 incorrectly specified May 9th 2019 as the date of signing the Investment Cooperation Agreement. The correct date was May 10th 2019.

The correction is made in the following sentence:

Further to Current Reports No. 16/2019 and No. 17/2019 of April 12th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 9th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.) on the one side, and Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) on the other side, (jointly the “Parties”), signed an investment cooperation agreement (the “Investment Cooperation Agreement”) as a starting point for further negotiations on the potential involvement of Hyundai and KIND in the financing of PDH’s proposed ‘Polimery Police’ project (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in PDH and contributing USD 80m and USD 50m, respectively, to the share capital of PDH (the “Investment”).

Following the correction, the sentence reads as follows:

Further to Current Reports No. 16/2019 and No. 17/2019 of April 12th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 10th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.) on the one side, and Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) on the other side, (jointly the “Parties”), signed an investment cooperation agreement (the “Investment Cooperation Agreement”) as a starting point for further negotiations on the potential involvement of Hyundai and KIND in the financing of PDH’s proposed ‘Polimery Police’ project (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in PDH and contributing USD 80m and USD 50m, respectively, to the share capital of PDH (the “Investment”).

The remaining part of the current report remains unchanged.

Following the correction, Current Report No. 27/2019 reads as follows:

Further to Current Reports No. 16/2019 and No. 17/2019 of April 12th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 10th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., and PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.) on the one side, and Hyundai Engineering Co., Ltd (“Hyundai”) and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) on the other side, (jointly the “Parties”), signed an investment cooperation agreement (the “Investment Cooperation Agreement”) as a starting point for further negotiations on the potential involvement of Hyundai and KIND in the financing of PDH’s proposed ‘Polimery Police’ project (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in PDH and contributing USD 80m and USD 50m, respectively, to the share capital of PDH (the “Investment”).

In accordance with the Investment Cooperation Agreement, the Parties will hold talks and negotiate in good faith in order to agree all material aspects of Hyundai and KIND’s involvement in the financing of the Polimery Police Project.

The Investment Cooperation Agreement does not constitute a firm commitment of the Parties to follow through with the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including positive results of the due diligence for the Investment and relevant corporate approvals by Hyundai and KIND.

The Investment Cooperation Agreement is valid until December 1st 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

28/2019
11.05.2019
Current Report no. 28/2019 dated 11 May 2019
Execution of the Contract for Engineering, Procurement and Construction of the Polimery Police Project
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The Management Board of Grupa Azoty S.A. (hereinafter the “Issuer”) hereby notifies that on 11 May 2019 the Issuer’s subsidiary – PDH Polska S.A. (“PDH”) and Hyundai Engineering Co., Ltd. (“Contractor”) entered into a contract for engineering, procurement and construction of the Polimery Police Project (“Polimery Police Project”), on a turn key basis, for the lump sum remuneration (“EPC Contract”). The Issuer notified, in current report no. 19/2019 dated 18 April 2019, of the fact that the bid submitted by the Contractor, as a general contractor, was finally selected within the tender for the award of the contract for engineering, procurement and construction of the Polimery Police Project.

The subject matter of the EPC Contract is the engineering, procurement and construction of the Polimery Police Project, i.e. a new petrochemical complex in Police, which comprises five sub-projects: (i) propane dehydrogenation process unit (PDH Unit), (ii) polypropylene production unit (PP Unit), (iii) system for polypropylene packaging, storage, logistics and dispatch, (iv) auxiliary units and interconnections, and (v) handling and storage terminal comprising port facilities for the unloading and storage of propane and ethylene from seagoing vessels. The planned target of the PDH Unit is to be 400 thousand tonnes of propylene with the purity of 99.6% of its volume (polymer grade propylene) per 8000 hours, and the performance of the PP Unit is to be as well 400 thousand tonnes of polypropylene of various type per 8000 hours.

The EPC Contract was entered into on the basis of the EPC LSTK (Engineering, Procurement and Construction Lump Sum Turn Key) formula. Under the EPC Contract the Contractor will comprehensively develop, including it will design and construct, a new Polimery Police petrochemical complex, and will procure achieving and maintaining the guaranteed parameters specified in the licence agreements concerning the PDH Unit and the PP Unit.

Within the EPC Contract PDH is entitled to instruct the Contractor to perform the optional scope on the terms and upon remuneration strictly specified in the EPC Contract. The optional scope includes six additional options: (i) execution of dredging works in the fairway from the Mijanka Terminal to the Handling and Storage Terminal - deepening from 10.5 m to 12.5 m in the Kanał Policki Channel, (ii) execution of Water Treatment Plant related to the Issuer’s investments, (iii) execution of the Nitrogen Plant for the PDH Unit and PP Unit, (iv) laboratory equipment for the purposes of the Polimery Police Project, (v) equipment for production and maintenance services, and (vi) warranty extension from 24 months up to 36 months for anti-corrosion coatings and fire protection coatings. The total remuneration for the optional scope is EUR 35,938,000.

The period of warranty granted by the Contractor in respect of particular sub-projects is 24 months from the date of the provisional acceptance certificate concerning a given sub-project, and in respect of the anti-corrosion and fire protection coatings the EPC Contract stipulates a possibility of extending such period up to 36 months.

The remuneration due to the Contractor is lump sum remuneration and amounts to EUR 992,811,000 net for the basic scope. The lump sum remuneration is subject to changes only in exceptional situations specified in the EPC Contract, within the change procedure. The remuneration will be payable in instalments after the completion and acceptance of subsequent stages of the Polimery Police Project development.

The EPC Contract stipulates liquidated damages to be paid to PDH in such events as: (i) the Contractor’s delay in the performance of the key project milestones - up to the total amount of 10% of the remuneration, (ii) a failure to achieve the guaranteed parameters - up to the total amount of 10% of the remuneration; and (iii) PDH’s rescission of the EPC Contract - in the amount of 10% of the remuneration. The total sum of the liquidated damages (on all accounts) payable by the Contractor is limited to 20% of the remuneration.

The Contractor’s liability on account of all claims arising from the EPC Contract is limited to 30% of the remuneration. The above limitation does not apply to the liability for non-performance or improper performance of the Contractor’s obligations under the warranty, the intellectual property rights and the confidentiality obligation, as well as for actions or omissions due to its willful misconduct or gross negligence.

The commencement of the performance of the Contractor’s obligations is scheduled for 1 August 2019 (Commencement Date), with the reservation that until the issue of the Full Notice to Proceed the parties will proceed with the performance of its obligations only in a limited scope expressly indicated in the EPC Contract. PDH has the right to issue the Full Notice to Proceed within four months from the Commencement Date.

The delivery of the Polimery Police Project for operation on the basis of an integrity test protocol signed by the parties should take place within a maximum period of forty months from the Commencement Date.

The parties to the EPC Contract are entitled to rescind it and suspend its performance on the terms specified therein. In particular, PDH will be entitled to rescind the EPC Contract with immediate effect if: (i) meeting all minimum guaranteed parameters in the period specified in the EPC Contract is not confirmed within the acceptance tests or the integrity test, except where the Contractor proves it is not liable for the failure to meet them; (ii) the maximum limit of the liquidated damages for delay payable by the Contractor is reached; (iii) the Contractor is in delay with the completion of any of the key milestones of the Polimery Police Project by more than 120 days; (iv) the Contractor otherwise infringes any material obligation or persistently violates any obligations arising from the EPC Contract, if the Contractor fails to remedy such violation within a period specified by PDH in written summons, not shorter than one month. In the above events PDH will pay the Contractor a portion of the remuneration due for the documentation, deliveries and works properly performed and accepted. PDH may exercise its right to rescind the EPC Contract within 30 days from the end of the basic warranty period.

Notwithstanding the above, if PDH fails to issue the Full Notice to Proceed within four months from the Commencement Date, each party will have the right to rescind the EPC Contract with immediate effect. In the above case PDH will (i) pay the Contractor a portion of remuneration due for the documentation, deliveries and works performed and accepted; (ii) reimburse the Contractor for any evidenced and reasonable costs of purchasing equipment and material ordered but not yet delivered to the site insofar as the Contractor cannot cancel the order on a no-cost basis; and (iii) reimburse the Contractor for any other evidenced and reasonable costs, accepted by PDH, incurred by the Contractor or which the Contractor is obliged to incur in relation to the rescission, with the reservation that the value of the remuneration payable to the Contractor and the value of all reasonable and evidenced costs returned to the Contractor will not exceed EUR 30 million.

The total estimated budget of the performance of the Polimery Police Project is approximately EUR 1.5 billion, of which approximately EUR 1.2 billion will be capital expenditures (the Contractor’s remuneration, purchase of licences, preparatory works, capitalised costs of remuneration etc.). The remaining amount will comprise non-capitalised costs of PDH operation, financial expenses during the construction period and provisions made for the debt service and project development cost overruns, resulting from the specifics of financing the Polimery Police Project based on the project finance formula.

Legal grounds: Art. 17 sec. 1 of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union dated 12 June 2014, no. L 173/1, as amended).

27/2019
10.05.2019
Current Report No. 27/2019 dated May 10th 2019
Signing of the Investment Cooperation Agreement
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Legal basis: Article 17(1) of MAR – Inside information.

Further to Current Reports No. 14/2019 and No. 15/2019 dated 12 April 2019, the  Management Board of Grupa Azoty S.A. (the “Company”) announces that on 10 May 2019 the Company, the Company’s subsidiary – Grupa Azoty Zakłady Chemiczne “Police” S.A., the subsidiary of the Company and Grupa Azoty Zakłady Chemiczne “Police” S.A. – PDH Polska S.A. (“PDH”), Hyundai Engineering Co., Ltd (“Hyundai”), and Korea Overseas Infrastructure & Urban Development Corporation (“KIND”), jointly referred to as the “Parties”, signed an investment cooperation agreement (the “Investment Cooperation Agreement”), which is the starting point for negotiations on the potential participation of Hyundai and KIND in the financing of the Polimery Police project planned by PDH (the “Polimery Police Project”) by way of Hyundai and KIND acquiring new shares in the share capital of PDH and contributing, respectively, USD 80m and USD 50m to the share capital of PDH (the “Investment”).

In accordance with the Investment Cooperation Agreement, the Parties will conduct discussions and negotiations in good faith, aimed at agreeing on all significant elements of participation of Hyundai and KIND in the financing of the Polimery Police Project.

The Company underlines that the Investment Cooperation Agreement does not constitute the Parties’ commitment to undertake the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including positive results of due diligence for the Investment and obtaining relevant internal approvals by Hyundai and KIND for the Investment.

The Investment Cooperation Agreement is valid until 1 December 2019.

Legal basis: Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of 12 June 2014, No. L 173/1 as amended).

26/2019
09.05.2019
Current Report No. 26/2019 of May 9th 2019
Management Board’s recommendation on allocation of Grupa Azoty’s profit for 2018
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Legal basis: Article 17(1) of MAR – Inside information.

Grupa Azoty S.A. (the “Company”) announces that on May 9th 2019 its Management Board passed a resolution to recommend that the Company’s entire net profit for the financial year 2018, of PLN 171,064,449.85, be allocated to the Company’s statutory reserve funds. 

Despite the dividend payment declared in the dividend policy, the Company’s Management Board recommends keeping the entire net profit earned in 2018 in the Company. This will serve as security for the planned investment projects, in particular ensuring financing of the Company’s contribution to the Polimery Police project.

In order to implement the resolution, the Management Board will requests the Supervisory Board to assess the proposal and the General Meeting to allocate the net profit for the financial year 2018.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

25/2019
26.04.2019
Current Report No. 25/2019 of April 26th 2019
PDH Polska General Meeting’s resolution on share capital increase
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Legal basis: Article 17(1) of MAR – Inside information.

Further to Current Report No. 15/2019 of March 27th 2019 and Current Report No. 20/2019 of April 25th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 26th 2019 it was notified that the General Meeting of PDH Polska S.A. (“PDH”), a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), passed a resolution to increase the share capital of PDH Polska S.A. by PLN 163,339,000 by way of issue of 16,333,900 new shares with a par value of PLN 10 per share.

The new shares will be acquired in a private placement by:

  • Grupa Azoty Zakłady Chemiczne Police S.A., which will acquire shares with a par value of PLN 65,510,920,
  • Grupa Azoty S.A., which will acquire shares with a par value of PLN 97,828,080.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

24/2019
26.04.2019
Current Report No. 24/2019 of April 26th 2019
Signing of letter of intent on financing of Polimery Police project
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The Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 26th 2019 the Company, its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A., PDH Polska S.A. (“PDH”, a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.), and Grupa LOTOS S.A. (“Grupa Lotos”), jointly referred to as the “Parties”, signed a letter of intent (the “Letter of Intent”), which is a starting point for negotiation on the potential participation of Grupa LOTOS in the financing of the Polimery Police project planned by PDH (the “Polimery Police Project”) by way of Grupa Lotos acquiring new shares in the share capital of PDH and contributing up to PLN 500m to the share capital of PDH (the “Transaction”).

In accordance with the terms of the Letter of Intent, the Parties will conduct negotiations to agree all material aspects of Grupa LOTOS’ participation in the financing of the Polimery Police project.

The Letter of Intent does not constitute a firm commitment of the Parties to make the Transaction. The Company will report on the progress of the negotiations in separate current reports.

The Letter of Intent is valid until October 31st 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

23/2019
26.04.2019
Current Report No. 23/2019 of April 26th 2019
Resolution on share capital increase passed by Extraordinary General Meeting of subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 12/2019 and Current Report No. 12K/2019 of March 8th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 26th 2019 the Extraordinary General Meeting of the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”) passed a resolution to increase the Subsidiary’s share capital by way of issue of new shares with pre-emptive rights.

Details of the public offering of the new shares were announced by the Subsidiary in Current Report No. 20/2019 of April 26th 2019.

Approval by the Extraordinary General Meeting of the Subsidiary is the next stage of the process to obtain proceeds from the share issue. They will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, as well as to step up its efforts to expand non-fertilizer business lines. The key task undertaken in the pursuit of these strategic goals is the Polimery Police project implemented by PDH Polska S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

22/2019
25.04.2019
Current Report No. 22/2019 of April 25th 2019
Estimated selected consolidated financial results of Grupa Azoty Group for Q1 2019
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Legal basis: Article 17(1) of MAR – Inside information

consolidated financial results of the Grupa Azoty Group for Q1 2019:

Revenue: PLN 3,365m

EBITDA: PLN 607m

Net profit/(loss): PLN 323m

The Company’s Management Board considers the information on the consolidated results to be material due to better financial results generated in the first quarter of 2019 compared with the corresponding periods of three previous years. Furthermore, the results differ from market expectations.

The amounts presented above are estimates and may be changed. The Q1 2019 consolidated report will be published on May 23rd 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

21/2019
25.04.2019
Current Report No. 21/2019 of April 25th 2019
Non-financial statement for 2018 published on Grupa Azoty website
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. announces that the non-financial statement containing the data for Grupa Azoty S.A. and the Grupa Azoty Group for 2018 has been published at http://tarnow.grupaazoty.com, in the section Investor Relations/Periodic Reports/Consolidated Annual Report for 2018/Non-financial statement of Grupa Azoty 2018.

Legal basis: Par. 5.11 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 March 29th 2018 (Dz.U. of 2018, item 757).

20/2019
25.04.2019
Current Report No. 20/2019 of April 25th 2019
Supervisory Board’s consent to acquire shares in PDH Polska S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 15/2019 of January 16th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 25th 2019 the Company’s Supervisory Board passed a resolution to approve the Company’s acquisition of 9,782,808 shares in PDH Polska S.A. for the issue price of PLN 10.00 (ten złoty, 00/100) per share, for a total amount of PLN 97,828,080.00 (ninety-seven million, eight hundred and twenty-eight thousand, and eighty złoty, 00/100), as part of the share capital increase at PDH Polska S.A.

The share capital is to be increased by way of a private placement, with the existing shareholders’ pre-emptive rights waived in full.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

19/2019
18.04.2019
Current Report No. 19/2019 of April 18th 2019
Selection by PDH Polska Management Board of general contractor for Polimery Police project and opinion of Supervisory Board
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 13/2019 of March 19th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 18th 2019 it was notified that the Management Board of PDH Polska S.A. (“PDH”), a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”), passed a resolution to finally select Hyundai Engineering Co., Ltd. as the general contractor under a tender to award a contract for turnkey execution of the Polimery Police project (the “Project”) for a lump-sum price of EUR 992,811,000.00 exclusive of VAT (basic scope).

Additionally, in connection with the Project, Grupa Azoty Police will need to incur capital expenditure in order to, among other things, adapt its power infrastructure, improve fire safety and reduce the adverse environmental impact of the existing and planned units. Currently, the Management Board of Grupa Azoty Police is of the opinion that the capital expenditure will not exceed PLN 100m.

On April 18th 2019 the Supervisory Board of PDH issued a positive opinion on the award of contract to the selected general contractor.

In accordance with the tender timetable, the contract with the selected contractor will be signed in the second quarter of 2019, while the execution of the Project under the contract is to be completed in the fourth quarter of 2022.

The execution of legally binding documents concerning the Project will be announced by the Company in a separate report.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

18/2019
18.04.2019
Current Report No. 18/2019 of April 18th 2019
Change of release date for separate and consolidated full-year reports for 2018
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 1/2019 of January 16th 2019, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the separate and consolidated full-year reports for 2018 has been changed from April 30th 2019 to April 25th 2019. Furthermore, the Company’s Management Board announces that the release date for the consolidated report on payments to governments has also been changed to April 25th 2019.

Accordingly, the Management Board announces that periodic reports due for release in 2019 will be released as per the following updated schedule:

1. First and third quarter interim results:

  • Q1 2019 complete consolidated report – May 23rd 2019
  • Q3 2019 complete consolidated report – November 13th 2019

2. Half-year interim results:

  • H1 2019 complete consolidated report – September 5th 2019

3. Full-year results:

  • 2018 separate full-year report – April 25th 2019
  • 2018 consolidated full-year report – April 25th 2019

The consolidated report on payments to governments will be released on April 25th 2019.

Legal basis: Par. 80.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

17/2019
12.04.2019
Current Report No. 17/2019 of April 12th 2019
Receipt of letter of intent on financing of Polimery Police project
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The Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 12th 2019 the Company’s subsidiary PDH Polska S.A. (“PDHP”) received a letter of intent (the “Letter of Intent”) from Hyundai Engineering Co, Ltd. (“Hyundai”) concerning potential participation of Hyundai in the financing of PDHP’s planned Polimery Police project (the “Polimery Police Project”), that would involve making a contribution to PDHP’s share capital of up to USD 80m (the “Investment”). Accordingly, PDHP and Hyundai will now proceed to negotiate the terms and conditions of the Investment.

The Company would like to note that the Letter of Intent does not constitute a firm commitment of Hyundai to make the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including obtaining relevant approvals and resolutions from PDHP’s competent governing bodies.

The Letter of Intent is valid until October 12th 2019.

The Company further announces that as at the date of this report no final decision has been made by PDHP to select any of the three bidders who submitted bids in the procedure to award a contract for turnkey execution of the Polimery Police project.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

16/2019
12.04.2019
Current Report No. 16/2019 of April 12th 2019
Receipt of letter of intent on financing of Polimery Police project
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The Management Board of Grupa Azoty S.A. (the “Company”) announces that on April 12th 2019 the Company’s subsidiary PDH Polska S.A. (“PDHP”) received a letter of intent (the “Letter of Intent”) from Korea Overseas Infrastructure & Urban Development Corporation (“KIND”) concerning potential participation of KIND in the financing of PDHP’s planned Polimery Police project (the “Polimery Police Project”), that would involve making a contribution to PDHP’s share capital of up to USD 50m (the “Investment”). Accordingly, PDHP and KIND will now proceed to negotiate the terms and conditions of the Investment.

The Company would like to note that the Letter of Intent does not constitute a firm commitment of KIND to make the Investment. The Company will report on the progress of the negotiations in separate current reports. The Investment is subject to several conditions, including obtaining relevant approvals and resolutions from PDHP’s competent governing bodies.

The Letter of Intent is valid until October 12th 2019.

The Company further announces that as at the date of this report no final decision has been made by PDHP to select any of the three bidders who submitted bids in the procedure to award a contract for turnkey execution of the Polimery Police project.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

15/2019
27.03.2019
Current Report No. 15/2019 of March 27th 2019
Management Board resolution to acquire shares in PDH Polska S.A.
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Legal basis: Art. Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on March 27th 2019 the Company’s Management Board passed a resolution to acquire 9,782,808 new shares in PDH Polska S.A. for the issue price of PLN 10.00 per share, i.e. for a total amount of PLN 97,828,080.00 (ninety-seven million, eight hundred and twenty-eight thousand, and eighty złoty, 00/100).

The acquisition will be effected by the Company subscribing for the new shares in the increased share capital of PDH Polska S.A.

The planned share capital increase is to be carried out by way of a private placement, with the existing shareholders’ pre-emptive rights waived in full.

The Management Board will request the consent of the Supervisory Board for the implementation of the resolution.

Currently, the Company holds directly 40.1% of shares in PDH Polska S.A. and 59.9% of shares in PDH Polska S.A. are held by the Company’s subsidiary, Grupa Azoty Zakłady Chemiczne Police S.A.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

14/2019
21.03.2019
Current Report No. 14/2019 of March 21st 2019
Answers to shareholder’s questions submitted outside the General Meeting under Art. 428.6 of the Commercial Companies Code
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Legal basis: Art. 56.1.2 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005

Text of the report:

The Management Board of Grupa Azoty S.A. (the “Company”) announces that in connection with the Extraordinary General Meeting convened by the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) to pass resolutions concerning, inter alia, an increase of GA Police’s share capital by no more than PLN 1,100,000,000 through a secondary public offering of new shares in GA Police, on March 12th 2019 the Company received from a shareholder questions concerning:

  • the effect of execution by GA Police’s subsidiary of the Police Polymers project on the Company’s economic and financial position (including its debt ratios and operating metrics), and
  • the effect of the Police Polymers project on the investment programme currently being implemented by the Grupa Azoty Group.

The Company’s answers are presented below.

Effect of implementation of the Police Polymers project on the Company’s economic and financial position (including debt ratios and operating metrics)

1. The Police Polymers project is a key strategic investment project provided for in the strategy for the Grupa Azoty Group (the “Grupa Azoty Group”) and in Grupa Azoty Group’s long-term financial plan to be implemented by 2022 in order to diversify revenue streams and increase profitability, and to step up its efforts to expand the non-fertilizer business lines.

2. Currently, the Project is at a preparatory stage. By the issue date of this report, contributions made by the Company and GA Police to the share capital of PDH Polska S.A. (“PDH”), a special purpose vehicle in which GA Police and the Company hold interests of 59.9% and 40.1%, respectively, totalled PLN 304m. The Project is planned to enter the operating phase at the end of 2022.

3. Based on analyses performed by reputable market and business advisers engaged by GA Police, the Project’s financial indicators are favourable, which means that pursuing the Project is well founded for both GA Police and the Company.

4. The equity investment of the Grupa Azoty Group companies in the Project is provided for in the current corporate financing agreements, with the proviso that the aggregate amount of the companies’ equity investment may not exceed PLN 1.4bn. Increasing the equity investment will reduce the interest expense on the Project. If GA Police shareholders decide to increase GA Police’s share capital and if GA Police shareholders other than the Company subsequently acquire the new issue shares, GA Police will raise additional funds in excess of the abovementioned PLN 1.4bn, which, as planned, will be applied towards the implementation of the Project, subject to appropriate consents from Grupa Azoty Group’s financing institutions. Considering that the planned increase of Grupa Azoty Group’s equity investment in PDH by the amount of proceeds from the issue of GA Police shares, obtained from external investors, will not increase Grupa Azoty Group’s net financial debt, the financing institutions should find granting such consents as reasonable.

5. The investment phase of the Project will temporarily increase the Grupa Azoty Group’s consolidated debt and increase its key financial ratio, i.e. the net debt to EBITDA ratio. The Group’s corporate financing agreements provide for safe levels of the ratio of net debt to EBITDA taking into account the implementation of strategic investment projects, including the Project. It should be noted here that given the planned implementation of the Project under the project finance model, both the external financing for PDH, planned to be obtained without recourse for PDH’s financing institutions to the other Grupa Azoty companies, as well as PDH’s EBITDA to be delivered in the future will, for the purposes of the corporate financing agreements, be excluded from the calculation and testing of the net debt to EBITDA ratio, which should allow the Grupa Azoty Group to maintain its credit standing.

Effect of the Police Polymers project on the investment programme currently implemented by the Grupa Azoty Group

1. The Police Polymers project is Grupa Azoty Group’s key investment project envisaged in the Group’s strategy and included in the Group’s financial model. Its implementation represents the delivery of a long-term investment plan.

2. Given the Project’s scale and the fact that the Project is of priority importance to the Company and the Grupa Azoty Group, it will be possible, should a need arise, to postpone the implementation of other investment projects envisaged in the Group’s budgets, particularly those with less favourable economic and financial parameters as well as those whose execution may be delayed without compromising process safety or breaching legal requirements. The Grupa Azoty Group companies are monitoring the implementation of the investment projects and making necessary adjustments on an ongoing basis.

In the Management Board’s opinion, based on current predictions, the implementation of the Project serves the interests of the Grupa Azoty Group.

Legal basis: Par. 19.1.12 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 March 29th 2018 (Dz.U. of 2018, item 757).

13/2019
19.03.2019
Current Report No. 13/2019 of March 19th 2019
Approval by PDH Polska Management Board of pre-selected bidder in Police Polymers project tender
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on March 19th 2019 it was notified that the Management Board of PDH Polska S.A., a subsidiary of the Company and Grupa Azoty Zakłady Chemiczne Police S.A., passed a resolution to admit Hyundai Engineering Co., Ltd. as a pre-selected bidder (“the Pre-selected Bidder”) in a tender to award a contract for turnkey execution of the Police Polymers project (the “Project”), for a lump sum price.

From among all the bidders, the Pre-selected Bidder most closely meets the requirements defined by PDH Polska S.A. in the tender documentation. PDH Polska S.A. will hold further talks with the Pre-selected Bidder to agree on all details of implementing the Police Polymers project, in particular those concerning the financing of the Project and its insurance structure.

The Company’s Management Board announces that three bids were submitted in the tender. In addition to the bid submitted by Hyundai Engineering Co., Ltd., bids were submitted by two consortia, one led by Technip Italy S.p. A. and the other by Tecnimont S.p. A.

Based on an analysis of the bids, the amount of remuneration under the general contractor agreement for the Police Polymers project (basic scope) will not exceed EUR 1bn. This means that the total capital expenditure on the Project should not exceed EUR 1.18bn, according to the estimates made by PDH Polska S.A. as at the date of this report. This amount covers, in addition to the remuneration for the performance of the general contractor agreement, the capital expenditure incurred to date, site preparation, payment for technological licences, and purchase of catalysts. The total budget for the Project, including the cost of financing during the construction phase and the reserves required under the project finance model, should not exceed EUR 1.52bn. It is also currently assumed that during the operating phase PDH Polska S.A. will need additional working capital financing of EUR 176m.

Based on the financial model, the Police Polymers project shows high economic viability despite an increase in its budget.

In accordance with the tender timetable, the execution of the contract with the selected contractor is planned for the second quarter of 2019, while the execution of the Police Polymers project under an agreement with the general contractor is to be completed in the fourth quarter of 2022.

The signing of legally binding documents concerning the Police Polymers project will be announced by the Company in a separate report.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

12K/2019
08.03.2019
Current Report No. 12K/2019 of March 8th 2019
Delayed disclosure of inside information – Proposed share capital increase at subsidiary - correction
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Legal basis: Article 17(1) of MAR – Inside information

Delayed disclosure of inside information – Proposed share capital increase at subsidiary - correction

Grupa Azoty S.A. publishes a correction of Current Report No. 12/2019 of March 8th 2019, rectifying an obvious editing error.

Previous wording:

The proposed share capital increase will be effected through a secondary public offering (“SPO”) in an amount of up to PLN 1,110,000,000.00 (one billion, one hundred and ten million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of July 2019.

Should be:

The proposed share capital increase will be effected through a secondary public offering (“SPO”) in an amount of up to PLN 1,100,000,000.00 (one billion, one hundred million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of July 2019.

Legal basis: Article 17(1) and Article 17(4) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L 2014 No. 173, page 1).

12/2019
08.03.2019
Current Report No. 12/2019 of March 8th 2019
Delayed disclosure of inside information – Proposed share capital increase at subsidiary
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Legal basis: Article 17(1) and Article 17(4) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) hereby discloses inside information concerning a resolution passed by the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”) on a proposed share capital increase at the Subsidiary through an issue of new shares with pre-emptive rights (the “Inside Information”).

Disclosure of the Inside Information was delayed on March 5th 2019 under Article 17(4) of MAR.

Content of the delayed Inside Information:

“Grupa Azoty S.A. (the “Company”) announces that on March 4th 2019 the Management Board of Grupa Azoty Zakłady Chemiczne Police S.A. passed a resolution on a proposed share capital increase at the Subsidiary through an issue of new shares with pre-emptive rights and amendments to the Subsidiary’s Articles of Association.

The proposed share capital increase will be effected through a secondary public offering (“SPO”) in an amount of up to PLN 1,110,000,000.00 (one billion, one hundred and ten million złoty), addressed to existing shareholders (pre-emptive rights). The proposed share capital increase should be effected by the end of July 2019.

Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group’s strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up its efforts to expand non-fertilizer business lines. The key task in the pursuit of these strategic goals will be the ‘Police Polymers’ project implemented by PDH Polska S.A., a special purpose vehicle in which the Subsidiary and the Company hold interests of, respectively, 59.9% and 40.1%.

Information on the SPO milestones will be announced by the Company in separate current reports.”

Disclosure of the inside information was delayed until the Company was notified of the adoption by the Subsidiary’s Supervisory Board of a resolution concerning that body’s opinion on the proposed share capital increase and related amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.

The Company’s Management Board announces that on March 8th 2019 the Subsidiary’s Supervisory Board passed a resolution in which it gave its opinion on the proposed share capital issue and amendments to the Articles of Association of Grupa Azoty Zakłady Chemiczne Police S.A.

In accordance with the third subparagraph of Article 17(4) of the MAR, the Company will, immediately after the publication of this Current Report, notify the Polish Financial Supervision Authority of the delayed disclosure of the Inside Information by providing a written explanation of how the conditions set out in Article 17(4) (a)–(c) of the MAR were met.

Legal basis: Article 17(1) and Article 17(4) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU L 2014 No. 173, page 1).

11/2019
04.03.2019
Current Report No. 11/2019 of March 4th 2019
Expected effect of one-off non-cash item on earnings
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Legal basis: Article 17.1 of MAR – Inside information

Further to Current Report No. 3/2019 published by Grupa Azoty Zakłady Azotowe Puławy S.A. (“Grupa Azoty Puławy”), a subsidiary of Grupa Azoty S.A. (the “Company”) on March 4th 2019, concerning the expected effect on Grupa Azoty Puławy’s 2018 full-year consolidated financial statements of a one-off non-cash item, i.e. recognition of an additional PLN 6.39m impairment loss on property, plant and equipment and intangible assets in its subsidiary Zakłady Azotowe Chorzów S.A., Grupa Azoty S.A. announces that the one-off item will reduce its consolidated EBIT by PLN 6.39m.

It was yet another impairment loss recognised on the fat processing unit. The previously recognised impairment losses were announced by the Company in Current Report No. 17/2016 of February 8th 2016, Current Report No. 4/2017 of February 13th 2017, Current Report No. 39/2017 of August 4th 2017 and Current Report No. 38/2018 of August 8th 2018.

Including the impairment loss recognised in the Company’s consolidated financial statements, as at December 31st 2018 the aggregate impairment losses on the fat processing unit amounted to PLN 56.2m.

Note: As the audit of the Company’s financial statements for 2018 has not yet been completed, these amounts are not final and may be subject to change. The annual report of Grupa Azoty S.A. for 2018 will be issued on April 30th 2019.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

10/2019
26.02.2019
Current Report No. 10/2019 of February 26th 2019
Shareholders holding 5% or more of total voting rights at Grupa Azoty Extraordinary General Meeting convened for February 25th 2019 and resumed after adjournment on February 26th 2019
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Legal basis: Art. 70.3 of the Public Offering Act – List of shareholders holding over 5% of total voting rights at the General Meeting

Grupa Azoty S.A. (the “Company”) publishes, attached to this report, a list of shareholders holding 5% or more of total voting rights at the Extraordinary General Meeting convened for February 25th 2019 and resumed after an adjournment on February 26th 2019, specifying the number of votes conferred by the shares held by each shareholder, and their percentage share in the voting rights represented at that Extraordinary General Meeting and in the total voting rights.

Legal basis: Art. 70.3 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (consolidated text: Dz.U. of 2018, item 512, as amended).

09/2019
26.02.2019
Current Report No. 9/2019 of February 26th 2019
Resumption of Grupa Azoty Extraordinary General Meeting and resolutions adopted on February 26th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Grupa Azoty S.A. (the “Company”) publishes, attached hereto, the resolutions of the Company’s Extraordinary General Meeting passed on February 26th 2019.

During the Extraordinary General Meeting, objections were raised to Resolution No. 6 and Resolution No. 7 on appointment of members of the Company’s Supervisory Board.

The Extraordinary General Meeting resumed its proceedings on February 26th 2019 after an adjournment announced on February 25th 2019, as reported by the Company in Current Report No. 5/2019 of February 25th 2019. The resolutions passed before the adjournment were published by the Company in Current Report No. 6/2019 of February 25th 2019.

Legal basis: Par. 19.1.6 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

08/2019
26.02.2019
Current Report No. 8/2019 of February 26th 2019
Removal and appointment of members of Grupa Azoty Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Grupa Azoty S.A. (the “Company”) announces that on February 26th 2019 Mr Ireneusz Purgacz was removed from the Company’s Supervisory Board by way of a resolution of the Extraordinary General Meeting.

The Extraordinary General Meeting also passed resolutions to appoint the following persons to the Supervisory Board:

  • Paweł Bielski
  • Marcin Pawlicki

The new members of the Supervisory Board were appointed at the request of the State Treasury as a shareholder in the Company.

The resolutions to remove and appoint members of the Supervisory Board took effect from their date.

The newly appointed members of the Supervisory Board submitted representations to the effect that the activities they are engaged in outside the Company are not competing with the Company’s business and that they are not partners in any competing partnership under civil law or another type of partnership or members of the governing bodies of companies or of any other competing legal persons. 

The representations also contain statements by the new members of the Supervisory Board that they are not entered in the Register of Insolvent Debtors of the National Court Register.

Attached to this Current Report are biographical notes on the new Members of the Supervisory Board.

Legal basis: Par. 5.4 and Par. 5.5 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 March 29th 2018(Dz.U. of 2018, item 757).

07/2019
26.02.2019
Current Report No. 7/2019 of February 26th 2019
Resignation by Chairman of Grupa Azoty Supervisory Board
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Grupa Azoty S.A. (the “Company”) announces that on February 26th 2019 Tomasz Karusewicz tendered his resignation as Chairman and Member of the Company’s Supervisory Board.

Tomasz Karusewicz did not specify the reasons for his resignation.

Legal basis: Par. 5.4 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 March 29th 2018 (Dz.U. of 2018, item 757).

06/2019
25.02.2019
Current Report No. 6/2019 of February 25th 2019
Resolutions voted on by Grupa Azoty Extraordinary General Meeting on February 25th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the resolutions passed to date by the Company’s Extraordinary General Meeting held on February 25th 2019, together with the results of voting on the resolutions.

During the Extraordinary General Meeting, an objection was raised to Resolution No. 4.

Legal basis: Par. 19.1.6 and Par. 19.1.9 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 March 29th 2018 (Dz.U. of 2018, item 757).

05/2019
25.02.2019
Current Report No. 5/2019 of February 25th 2019
Adjournment of Grupa Azoty Extraordinary General Meeting
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Grupa Azoty S.A. (the “Company”) announces that the Extraordinary General Meeting convened for February 25th 2019 passed a resolution to adjourn the General Meeting. The Extraordnary General Meeting will be resumed at 11.00 am on February 26th 2019 at the Company’s registered office, at ul. Kwiatkowskiego 8 in Tarnów.

Legal basis: Par. 19.1.5 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 March 29th 2018 (Dz.U. of 2018, item 757).

04/2019
05.02.2019
Current Report No. 4/2019 of February 5th 2019
Execution of contract for purchase of phosphate rock by subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on February 5th 2019 the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”) entered into a trilateral contract with Ameropa AG of Binningen, Switzerland (as the seller) and Somiva SA of Dakar-Yoff, Senegal (as the producer) for the purchase of low-cadmium phosphate rock sourced from Senegal (the “Contract”). The Contract was announced by Grupa Azoty Police in Current Report No. 3/2019 of February 5th 2019.

The Contract was executed for a definite period from February 1st 2019 to February 28th 2021 and defines a specific schedule and other commercial terms of the deliveries. The value of the deliveries to be made under the Contract is estimated at approximately PLN 240,000,000.00.

The other terms and conditions do not differ from standard terms used in contracts of this type.

Information on execution of the Contract was classified as inside information by the Company because it refers to securing supplies of phosphate rock, the key raw material for production of compound fertilizers, in quantities sufficient to satisfy Grupa Azoty’s long-term demand for that material.

Legal basis: Article 17(1) of Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16th 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ EU of June 12th 2014, No. L 173/1, as amended).

03/2019
28.01.2019
Current Report No. 3/2019 of January 28th 2018
Draft resolutions for Grupa Azoty Extraordinary General Meeting convened for February 25th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached to this report, the draft resolutions to be debated and voted on at the Company’s Extraordinary General Meeting convened for February 25th 2019.

Legal basis: Par. 19.1.2 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 March 29th 2018 (Dz.U. of 2018, item 757).

02/2019
28.01.2019
Current Report No. 2/2019 of January 28th 2019
Notice of Extraordinary General Meeting of Grupa Azoty to be held on February 25th 2019
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Art. 398, Art. 399.1 in conjunction with Art. 4021 and Art. 4022 of the Commercial Companies Code, and Art. 42.1.4) of Grupa Azoty S.A.’s Articles of Association, the Management Board of Grupa Azoty S.A. of Tarnów (the “Company”), entered in the Register of Businesses 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, with a share capital of PLN 495,977,420 (paid in full), hereby convenes an Extraordinary General Meeting of Grupa Azoty S.A. to be held on February 25th 2019, at 12:00 noon, at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland, in conference room 57/58, 1st floor.

The Extraordinary General Meeting is being convened at the request of the State Treasury as a shareholder representing at least one-twentieth of the Company’s share capital, submitted on January 23rd 2019 (under Art. 400.1 of the Commercial Companies Code and Art. 42.1.4) of the Company’s Articles of Association). The requesting shareholder has also proposed that the following item be placed on the agenda of the General Meeting: “Changes in the composition of the Company’s Supervisory Board.”

The total number of Grupa Azoty shares is 99,195,484. As at January 28th 2019, the number of votes attached to these shares is 99,195,484.

AGENDA:

1. Opening of the Extraordinary General Meeting.

2. Appointment of the Chairperson of the General Meeting.

3. Confirmation that the Meeting has been properly convened and has the capacity to pass resolutions.

4. Adoption of the agenda.

5. Appointment of the Ballot Counting Committee.

6. Changes in the composition of the Company’s Supervisory Board.

7. Closing of the Meeting.

Right to participate in the General Meeting

Pursuant to Art. 406[1].1 of the Commercial Companies Code, the right to participate in the Meeting is vested in persons who are Company shareholders sixteen days prior to the date of the General Meeting, i.e. as at February 9th 2019 (the record date).

To be able to participate in the Extraordinary General Meeting, holders of rights under book-entry bearer shares should submit, with the entity keeping their securities account, a request to be issued a personal certificate confirming their right to participate in the Extraordinary General Meeting. The request should be submitted on or after the publication of the notice of Extraordinary General Meeting, i.e. January 28th 2019, and no later than on the first weekday following the record date, i.e. February 11th 2019. Personal 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 securities depository in accordance with the Act on Trading 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 General Meeting, i.e. on February 20th, 21st and 22nd 2019, from 8:00 am to 4:00 pm. 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##.

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 persons authorised to represent the legal persons.

A proxy may exercise all the rights of a shareholder 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 a power of proxy in electronic form must be notified to the Company by means of electronic communication. Along with a 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. 331 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. 331 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: ##lpact.ipgcdl#at#vgjeppodin.rdb##. 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 a power 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 a power of proxy and the Company is not liable for any errors in filled-in forms or actions by the 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 a certain matter 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 February 4th 2019. The request may be submitted in electronic form to ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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 ##lpact.ipgcdl#at#vgjeppodin.rdb##, 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.

Additionally, the draft resolutions and any previously unpublished documents pertaining to matters to be dealt with, and to resolutions to be voted on, at the General Meeting will be published pursuant to 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 March 29th 2018 (Dz.U. of 2018, item 757).

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

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