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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.

21/2024
19.02.2024
Current Report No. 21/2024
Removal of Management Board Members and delegation of Supervisory Board Member to serve as acting President of Management Board of Grupa Azoty
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Legal basis: Art. 56.1.2 of the Polish Public Offering Act – Current and periodic information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on 19 February 2024 the Supervisory Board passed resolutions to remove the following Members from the Management Board:

  • Tomasz Hinc
  • Mariusz Grab
  • Filip Grzegorczyk
  • Grzegorz Kądzielawski
  • Marcin Kowalczyk

The resolutions became effective upon adoption.

At the same time, the Supervisory Board passed a resolution to delegate Krzysztof Kołodziejczyk, Member of the Supervisory Board, to serve as acting President of the Management Board in the period from the date of the resolution until the appointment of a new President of the Management Board selected through a recruitment process, that period not to be longer than three months. The resolution became effective upon adoption.

The Company further announces that Krzysztof Kołodziejczyk 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 by Krzysztof Kołodziejczyk to the effect that he is 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 Krzysztof Kołodziejczyk, delegated to temporarily serve as President of the Management Board, is attached to this Current Report.

Legal basis: Section 5.4 and Section 5.5 of the Polish 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 29 March 2018 (Dz.U. of 2018, item 757).

20/2024
14.02.2024
Current Report No. 20/2024
Resolutions voted on by Grupa Azoty Extraordinary General Meeting on 14 February 2024
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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 (“EGM”) on 14 February 2024, together with the results of voting on the resolutions.


The documents voted on by the Extraordinary General Meeting are available on the Company’s website at https://tarnow.grupaazoty.com/en/investor-relations/general-meeting-of-shareholders and attached to Current Report No. 3/2024 of 10 January 2024, Current Report No. 5/2024 of 18 January 2024, Current Report No. 6/2024 of 25 January 2024, and Current Report No. 13/2024 of 9 February 2024.

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 decided not to consider item 5 of the agenda ‘Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Extraordinary General Meeting’.

During the Extraordinary General Meeting, the proxy of the Shareholder – the State Treasury submitted corrections to the Shareholder’s draft resolutions:

  1. to appoint a member to the Company’s Supervisory Board – the correction consists in removing the phrase “current term of office” in Section 1 of the resolution,
  2. to appoint the Chair of the Company’s Supervisory Board – the correction consists in removing the phrase “current term of office” in Section 1 of the resolution.

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

Objections to Resolutions No. 4, 5, 6, 7, 8, 9, 10, 12 and 13 were raised by shareholders during the Extraordinary General Meeting for the record in the minutes.

Legal basis: Par. 19.1.6–9 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 29 March 2018 (Dz.U. of 2018, item 757).

19/2024
14.02.2024
Current Report No. 19/2024
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 14 February 2024 passed a resolution to adjourn the Meeting.

The Extraordinary General Meeting will be resumed at 10:00 a.m. on 13 March 2024 at the Company’s registered office at ul. Kwiatkowskiego 8, Tarnów, Poland.

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 29 March 2018 (Dz.U. of 2018, item 757).

18K/2024
14.02.2024
Current Report No. 18/2024
Removal and appointment of members of Grupa Azoty Supervisory Board – 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. (the “Company”) announces that Current Report No. 18/2024 of 14 February 2024 contains an obvious error, stating incorrect information about a General Meeting resolution to appoint the Chair of the Company’s Supervisory Board.

The report reads:

“At the same time, by resolution of the Company’s Supervisory Board, Mr Hubert Kamola was appointed Chair of the Company’s Supervisory Board.”

The report should read:

“At the same time, by resolution of the Company’s Extraordinary General Meeting, Mr Hubert Kamola was appointed Chair of the Company’s Supervisory 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 29 March 2018 (Dz.U. of 2018, item 757).

18/2024
14.02.2024
Current Report No. 18/2024
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

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on 14 February 2024 the Extraordinary General Meeting passed resolutions to remove the following persons from the Company’s Supervisory Board:

Ms Magdalena Butrymowicz,
Ms Monika Fill,
Mr Bartłomiej Litwińczuk,
Mr Michał Maziarka.

During the Extraordinary General Meeting held on 14 February 2024, the Company received from a shareholder of the Company – the State Treasury – a nomination of Mr Krzysztof Kołodziejczyk as Member of the Company’s Supervisory Board, in place of Mr Artur Rzempała, previously nominated as a candidate to the Supervisory Board. The Company announced the candidates nominated by the State Treasury in Current Report No. 13/2024 of 9 February 2024.

The Extraordinary General Meeting passed resolutions to appoint the following persons to the Supervisory Board: 

Mr Hubert Kamola,
Mr Krzysztof Kołodziejczyk,
Mr Artur Kucharski,
Mr Piotr Marciniak,Mr Mirosław Sobczyk.

At the same time, by resolution of the Company’s Supervisory Board, Mr Hubert Kamola was appointed Chair of the Company’s Supervisory Board.

The resolutions to remove and appoint Members of the Supervisory Board and to appoint the Chair of the Supervisory Board took effect upon adoption.

The newly appointed Chair and 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 shareholders in any company or partners in any partnership under civil law or another type of partnership and are not members of the governing bodies of any companies or other legal persons competing with the Company’s business. 

The representations also include statements to the effect that the new Chair and Members of the Supervisory Board 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 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 29 March 2018 (Dz.U. of 2018, item 757).

17/2024
13.02.2024
Current Report No. 17/2024
Resignation of Grupa Azoty 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 it has received the resignation of Mr Krzysztof Kołodziejczyk as Member of the Company’s Supervisory Board. The resignation is effective at the end of 13 February 2024.

In the letter, Mr Krzysztof Kołodziejczyk did not give a reason 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 29 March 2018 (Dz.U. of 2018, item 757).

16/2024
13.02.2024
Current Report No. 16/2024
Estimates of consolidated production output of Grupa Azoty Group in January 2024
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of 22 February 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in January 2024.

Actual quarterly output figures will be released in the consolidated report for the first quarter of 2024.

Legal basis: Article 17(1) of Regulation (EU) 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).

15/2024
12.02.2024
Current Report No. 15/2024
Resignation of Grupa Azoty 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 it has received the resignation of Mr Wojciech Krysztofik as Member and Deputy Chair of the Company’s Supervisory Board, effective 11 February 2024.

In the letter, Mr Wojciech Krysztofik did not give a reason 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 29 March 2018 (Dz.U. of 2018, item 757).

14/2024
09.02.2024
Current Report No. 14/2024
Estimated effect of one-off non-cash events on 2023 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 estimated effect of one-off non-cash events on the Company’s consolidated and separate financial statements for the 2023 financial year.

The Company’s Management Board announces that in the course of work on the preparation of the full-year consolidated financial statements for 2023, indications of asset impairment at the subsidiary Grupa Azoty Polyolefins S.A. (“Grupa Azoty POLYOLEFINS”, “Subsidiary”), with an effect on the value of the Company’s assets, have been identified.

Following preliminary analyses, impairment tests of Grupa Azoty POLYOLEFINS showed that the Subsidiary’s assets may be impaired. The analyses showed that recognising an impairment loss on some of the assets at the Subsidiary is potentially justified. This is due to the observed decline in the short- and medium-term prospects for the polypropylene market, as well as the reported delays in project implementation.

The potential estimated non-cash effect of the above event will reduce the Company’s consolidated EBIT for 2023 by approximately - (minus) PLN 900m. The event will have no effect on consolidated EBITDA.

In addition, the impairment loss on the Grupa Azoty POLYOLEFINS assets at the level of the full-year consolidated financial statements for 2023 may result in the Company having to recognise an impairment loss of approximately - (minus) PLN 300m on the Subsidiary’s shares in the full-year separate financial statements for 2023.

The potential estimated non-cash effect of the above event will be a reduction of the pre-tax profit/loss disclosed in the Company’s full-year separate financial statements for 2023 by approximately - (minus) PLN 300m. The impairment loss will be charged against finance costs so it will not reduce the Company’s separate EBIT and EBITDA for 2023.

Both the assumptions underlying the asset impairment test and the Company’s 2023 financial statements are being reviewed and audited, respectively, by the auditor, so the above amounts are estimates and are subject to change. The Company’s full-year consolidated and separate report is scheduled for issue on 10 April 2024.

The potential estimated non-cash effect of the impairment loss recognised on a portion of Grupa Azoty POLYOLEFINS assets may affect other components of the Company’s financial statements. The Company is currently analysing the effect on other components of its financial statements.

Legal basis: Article 17(1) of Regulation (EU) 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).

13/2024
09.02.2024
Current Report No. 13/2024
Nomination of candidates for 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

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on 9 February 2024 it received from the Ministry of State Assets, acting on behalf of the State Treasury, which is a shareholder of the Company, information on the submission of the following candidates for members of the Supervisory Board, with reference to items 7 and 8 of the agenda of the Company’s Extraordinary General Meeting convened for 14 February 2024:

Mr Hubert Kamola, also a candidate for the position of Chair of the Supervisory Board,

Mr Mirosław Sobczyk,
Mr Piotr Marciniak,
Mr Artur Rzempala,
Mr Artur Kucharski.

The candidates have received positive opinions from the Council for State-Owned Companies and State Legal Persons, referred to in Art. 19.1 of the Act on State Property Management of 16 December 2016, and meet the requirements set out in the laws of general application.

A brief description of the educational background, qualifications, previously held positions and employment record of each of the above candidates to the Company’s Supervisory Board is attached to this current report.

The Management Board further announces that each of the above candidates to the Company’s Supervisory Board has made a representation to the effect that they are not engaged in any activities competing with the Company’s business, nor are they 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 representations received by the Company include a statement to the effect that the candidates to the Supervisory Board are not entered in the Register of Insolvent Debtors maintained pursuant to the Act on the National Court Register.

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 20 April 2018 (Dz.U. of 2018, item 757).

12/2024
09.02.2024
Current Report No. 12/2024
Change proposal under Polimery Police contract submitted by General Contractor as part of late payment claim
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 40/2023 of 29 August 2023, Current Report No. 52/2023 of 13 November 2023, Current Report No. 56/2023 of 24 November 2023, and Current Report No. 11/2024 of 2 February 2024, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 6 February 2024, the Company’s subsidiary, Grupa Azoty Polyolefins S.A. (the “Subsidiary”), received another change proposal from Hyundai Engineering Co., Ltd, the General Contractor for the Polimery Police project, under the turnkey engineering, procurement and construction contract for the Polimery Police project of 11 May 2019 (the “EPC Contract”).

The General Contractor proposes to increase its fee by EUR 5,841,629 representing, according to the General Contractor, the total amount of interest on late payments due for the achievement of the milestones specified in the EPC Contract. As stated in the General Contractor’s proposal, should the Subsidiary reject the change proposal, the General Contractor calls on it to pay the amount of EUR 5,841,629 as interest or compensation for breach of the EPC Contract within 14 days of receipt of the letter.

According to the EPC turnkey contract, it is the General Contractor who is responsible for carrying out all the work at each stage of the project, such as obtaining the relevant permits, procurement and delivery of equipment and materials, construction work, commissioning, and start-up.

According to the Subsidiary, the payment of the General Contractor’s fee was withheld:

  • based on the provisions of the EPC Contract, according to which the Subsidiary’s acceptance of each milestone for a given subproject is subject to prior acceptance of all milestones for a given subproject which precede the milestone in question,
  • due to the General Contractor’s failure to timely rectify the defects found in the completed work.

The change proposal will be thoroughly reviewed and verified in terms of its validity under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Subsidiary and the General Contractor, as well as in the light of relevant facts.

Legal basis: Article 17(1) of Regulation (EU) 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).

11/2024
02.02.2024 23:33
Current Report No. 11/2024
Change proposal under Polimery Police contract submitted by General Contractor
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 40/2023 of 29 August 2023, Current Report No. 52/2023 of 13 November 2023 and Current Report No. 56/2023 of 24 November 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 2 February 2024, the Company’s subsidiary, Grupa Azoty Polyolefins S.A. (the “Subsidiary”), received a Change Proposal from Hyundai Engineering Co., Ltd, the General Contractor for the Polimery Police project, under the turnkey engineering, procurement and construction contract for the Polimery Police project of 11 May 2019 (the “EPC Contract”).

The Change Proposal seeks an extension of the completion date of the Polimery Police project by an additional 95 days (in addition to the 166 days indicated in the notification of the General Contractor’s initiation of the Change Proposal procedure under the EPC Contract to extend the project completion date, announced in Current Report No. 52/2023 of 13 November 2023) and an increase in the General Contractor’s remuneration by EUR 39,772,455.

The General Contractor cites events occurring in 2023 and 2024 that affected specific parts of the project and, in their opinion, prevented the start-up of the installation to achieve its guaranteed parameters as the reasons for the extension of the completion deadline and the increase in remuneration.

According to the EPC turnkey contract, it is the General Contractor who is responsible for carrying out all the work at each stage of the project, such as obtaining the relevant permits, procurement and delivery of equipment and materials, construction work, commissioning, and start-up.

The Change Proposal will be thoroughly reviewed and verified in terms of its validity under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Subsidiary and the General Contractor, as well as in the light of relevant facts.

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).

10/2024
02.02.2024 23:18
Current Report No. 10/2024
Agreement signed with 13 financing institutions of Grupa Azoty Group
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Legal basis: Article 17(1) of MAR – Inside information.                                                                              

Further to Current Report No. 18/2023 of 15 May 2023, Current Report No. 23/2023 of 1 June 2023 and Current Report No. 41/2023 of 31 August 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 2 February 2024, the Company, acting on its own behalf and on behalf of the Grupa Azoty Group companies listed in the appendix to this report (the “Grupa Azoty Group”), signatories to the relevant financing agreements (“Financing Agreements”), entered into an agreement with 13 institutions providing financing to the Grupa Azoty Group (the “Financing Institutions”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A., Poland Branch, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A., Frankfurt Branch, as well as with the European Bank for Reconstruction and Development and the European Investment Bank.

The agreement ensures the continued availability of credit limits under the Financing Agreements, prevents the Financing Institutions from taking actions to cancel or reduce the available limits of the Financing Agreements, and prevents the exercise of certain rights under the Financing Agreements in case of a breach or potential breach of the Financing Agreements occurring during the term of the agreement, which is effective until 27 February 2024.

This will facilitate the development of a long-term restructuring plan for the Grupa Azoty Group. The agreement may be subject to extension with the consent of the Financing Institutions.

At the same time, the Company has agreed to provide specific documents to the Financing Institutions, introduce agreed restrictions on dispositions related to planned investments, granting sureties and guarantees, and incurring financial liabilities, and to appoint a financial advisor for the Financing Institutions.

The Company meets all debt service and repayment obligations under the Financing Agreements in a timely manner, and the available limits ensure liquidity and secure financing for the Company to meet its own requirements and obligations to suppliers, ensuring the continuity of operations.

Legal basis: Article 17(1) 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).                                                                     

9/2024
31.01.2024
Current Report No. 9/2024
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 the receipt, on 31 January 2024, of a notification from the Undersecretary of State at the Ministry of State Assets, an attorney-in-fact of the Minister of State Assets, dated 31 January 2024, of the appointment, pursuant to Art. 16.2 of the Company’s Articles of Association, of Krzysztof Andrzej Kołodziejczyk to the Company’s Supervisory Board.

A brief description of the newly appointed Supervisory Board Member’s educational background, qualifications, previously held positions and employment records are published as an appendix to this report.

The Management Board further announces that Krzysztof Andrzej Kołodziejczyk 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.

Sec. 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).

8/2024
30.01.2024
Current Report No. 8/2024
Melamine production resumed at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 51/2023 of 9 November 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on 30 January 2024 the Management Board of the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”) resolved to resume melamine production and to commence on 30 January 2024 the start-up of the Melamine III unit at the Subsidiary. The unit’s production volumes will be adjusted according to prevailing market conditions. The Melamine III unit’s maximum daily capacity of 90 tonnes accounts for approximately one-third of the rated capacity of all melamine units operated by the Subsidiary.

The Subsidiary announced the resumption of melamine production in Current Report No. 4/2024 of 30 January 2024.

Legal basis: Article 17(1) of Regulation (EU) 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).

7/2024
26.01.2024
Current Report No. 7/2024
Notice of full-year and interim results in financial year 2024
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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 2023 full-year results and 2024 interim results as per the following schedule:

1. First and third quarter interim results:

  • Q1 2024 complete consolidated report – May 22nd 2024
  • Q3 2024 complete consolidated report – November 6th 2024

2. Half-year interim results:

  • H1 2024 complete consolidated report – August 28th 2024

3. Full-year results:

  • 2023 separate full-year report – April 10th 2024
  • 2023 consolidated full-year report – April 10th 2024

The 2023 consolidated report on payments to governments will be released on April 10th 2024.

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 2023 and Q2 2024, 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).

6/2024
25.01.2024
Current Report No. 6/2024
Update of documents to be considered by Grupa Azoty Extraordinary General Meeting convened for 14 February 2024
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 2/2024 and Current Report No. 3/2024 of 10 January 2024 and to Current Report No. 5/2024 of 18 January 2024, in connection with the Extraordinary General Meeting (the “EGM”) convened for 14 February 2024, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, as a supplementary document concerning matters placed on the EGM’s agenda, a letter from the Management Board to Shareholders.

The Company will post the letter in the General Meeting section of its 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).

5/2024
18.01.2024
Current Report No. 5/2024
Update of documents to be considered by Grupa Azoty Extraordinary General Meeting convened for 14 February 2024
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 2/2024 and Current Report No. 3/2024 of 10 January 2024, in connection with the Extraordinary General Meeting (the “EGM”) convened for 14 February 2024, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, as supplementary documents concerning matters placed on the EGM’s agenda, the resolutions of the Company’s Supervisory Board of 18 January 2024 concerning:

  • the Supervisory Board’s endorsement of the EGM draft resolution to adopt the agenda of the EGM,
  • the Supervisory Board’s endorsement of the EGM draft resolution to amend the Articles of Association of the Company,
  • the Supervisory Board’s endorsement of the EGM draft resolution to consent to the acquisition by the Company of all shares in Solarfarm Brzezinka Sp. z o.o.

The Company will post the resolutions in the General Meeting section of its 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).

4/2024
17.01.2024
Current Report No. 4/2024
Estimates of consolidated production output of Grupa Azoty Group in December 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of 22 February 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in December 2023.

Actual output figures will be released in the consolidated annual report for 2023.

Legal basis: Article 17(1) of Regulation (EU) 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).

3/2024
10.01.2024
Current Report No. 3/2024
Draft resolutions for Extraordinary General Meeting of Grupa Azoty convened for 14 February 2024
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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 Extraordinary General Meeting of the Company convened for 14 February 2024, as well as documents relevant for those resolutions that have not yet been 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 29 March 2018 (Dz.U. of 2018, item 757).

2/2024
10.01.2024
Current Report No. 2/2024
Notice of Extraordinary General Meeting of Grupa Azoty to be held on 14 February 2024
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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. of Tarnów (the “Company”) hereby convenes an Extraordinary General Meeting of the Company for 14 February 2024, at 10.00am, 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 Extraordinary General Meeting attached as an appendix hereto.

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 29 March 2018 (Dz.U. of 2018, item 757).

1/2024
09.01.2024
Current Report No. 1/2024
Discontinuation of proceedings conducted by National Fund for Environmental Protection and Water Management
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Legal basis: Article 17(1) of MAR – Inside information                                                                                                          

Further to Current Report No. 34/2023 of 30 June 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that it has received a decision from the National Fund for Environmental Protection and Water Management, dated 9 January 2024, to the effect that the proceedings concerning potential state aid repayment by the Company were discontinued as groundless.

This means that the Company did satisfy the criteria and conditions for receiving state aid dedicated to supporting energy-intensive sectors in connection with sudden increases in natural gas and electricity prices, and therefore the PLN 52.3m aid granted to the Company (as announced by the Company in Current Report No. 9/2023 of 10 March 2023) was awarded legitimately and, as such, does not have to be repaid.

Legal basis: Article 17(1) of Regulation (EU) 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).

63/2023
20.12.2023
Current Report No. 63/2023
Aid granted under the Act on the Rules of Implementation of Business Support Programmes in View of the Situation on the Energy Market in 2022–2024
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Legal basis: Article 17(1) of MAR – Inside information

Text of the report: The Management Board of Grupa Azoty S.A. (the “Company”) announces that the Company has been granted public aid under the ‘Aid to energy-intensive industries related to natural gas and electricity prices in 2023’ programme administered by the National Fund for Environmental Protection and Water Management. The amount of the financial support granted to the Company is PLN 12m.

Financial support has also been granted to other companies of the Company’s group. The aggregate amount of support granted to the Group companies, i.e. Grupa Azoty S.A., 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., is PLN 173m.

This amount will be included in the separate and consolidated financial results for the fourth quarter of 2023.

The funds were granted under the Act on the Rules of Implementation of Business Support Programmes in View of the Situation on the Energy Market in 2022–2024, dated September 29th 2022.

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).

62/2023
15.12.2023
Current Report No. 62/2023
Execution of stabilisation agreement by 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 December 15th 2023, Grupa Azoty Polyolefins S.A. (the “Subsidiary”) signed with 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, HAITONG BANK POLSKA S.A., ICBC STANDARD BANK PLC, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (EUROPE) S.A. (SPÓŁKA AKCYJNA) 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 “Financial Institutions”) a stabilisation agreement (the “Stabilisation Agreement”) concerning the financing of the Polimery Police project (the “Project”), which is related to the existing agreement for the financing of the Project (the “Credit Facilities Agreement”), as previously announced by the Company in Current Report No. 23/2020 of May 31st 2020. Under the Stabilisation Agreement, the parties have agreed upon additional terms and conditions for the provision of debt financing by the Financial Institutions to support the implementation of the Project.

A key provision of the agreement involves the provision by the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (the “Original Sponsors”) of a support loan to the Subsidiary as per the requests announced by the Company in Current Report No. 54/2023 of November 17th 2023 and Current Report No. 60/2023 of December 14th 2023. By the expiry date of the Stabilisation Agreement, the financial commitment of the Original Sponsors must increase, through the provision of additional tranches of the support loan, to EUR 105m, reaching the upper limit announced by the Company in Current Report No. 23/2020 of May 31st 2020.

The Stabilisation Agreement will remain in effect until February 28th 2024.

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).

61/2023
15.12.2023
Current Report No. 61/2023
Update to revised term sheet for purchase of shares in Solarfarm Brzezinka sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 22/2022 of July 20th 2022, Current Report No. 37/2022 of December 23rd 2022, and Current Report No. 48/2023 of October 19th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 15th 2023, the Company agreed with VSB Holding GmbH of Dresden, Germany, and Mr Janusz Franciszek Siemieniec (collectively the “Sellers”) on an updated revised term sheet (“Term Sheet”) for the purchase of 100% of shares in the share capital of Solarfarm Brzezinka sp. z o.o. of Wrocław (“Solarfarm”), the entity established to implement a minimum 270MWp solar PV power plant project located in Brzezinka and Syców, in the Province of Wrocław (the “Transaction”).

As per the updated Term Sheet, subject to adherence to the schedule provided in the Term Sheet and fulfilment of negotiation conditions, the Company will maintain exclusivity until March 31st 2024, for the execution of a preliminary conditional sale agreement regarding the prospective acquisition of 100% of shares in Solarfarm’s share capital. The other provisions of the Term Sheet of October 19th 2023, including the date of acquisition of 100% of shares in Solarfarm and the value of the potential future Transaction, remain unchanged.

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).

60/2023
14.12.2023
Current Report No. 60/2023
Subsidiary’s request for another tranche of support loan
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 50/2023 of October 28th 2023 and Current Report No. 54/2023 of November 17th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 14th 2023 Grupa Azoty Polyolefins S.A. (the “Subsidiary”) requested the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) for another tranche of a support loan, in the amount of EUR 10m. The total value of all support loan tranches requested by the Subsidiary up until December 14th 2023 is EUR 55m.

The loan results from the joint and several commitment assumed by the Company and GA Police under the guarantee to provide a support loan (in the form of a subordinated loan), announced by the Company in Current Report No. 23/2020 of May 31st 2020, in connection with the Facilities Agreement of May 31st 2020 concluded to finance the Polimery Police project (the “Facilities Agreement”).

The Company explains that the reason which prompted the Subsidiary to request to be provided with the loan in view of insufficient funding to complete the Polimery Police project under the Facilities Agreement is the prolonged completion time of the Polimery Police project due to a delay on the part of Hyundai Engineering Co., Ltd., the General Contractor, as announced by the Company in Current Report No. 40/2023 of August 29th 2023, Current Report No. 52/2023 of November 13th 2023, and Current Report No. 56/2023 of November 24th 2023.

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).

59/2023
13.12.2023
Current Report No. 59/2023
Estimates of consolidated production output of Grupa Azoty Group in November 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in November 2023.

Actual output figures will be released in the consolidated annual report for 2023.

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).

58/2023
30.11.2023
Current Report No. 58/2023
Amendments executed by subsidiary to contract to purchase propane
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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 30th 2023 its subsidiary, Grupa Azoty Polyolefins S.A. (the “Subsidiary”), executed amendments to the contract for the purchase of propane with TOTSA Total Energies Trading S.A. of Geneva, Switzerland, which had been reported on by the Company in Current Report No. 15/2023 of April 27th 2023.

The amendments are aimed at aligning the contractual terms of propane deliveries with the Subsidiary’s needs, reflecting the current timeline of the Polimery Police project, whose duration is expected to be extended (for details, see Current Report No. 56/2023 of August 29th 2023). Under the amendments, the propane deliveries schedule was revised, additional propane deliveries were contracted for 2025, and the contract term was extended until September 1st 2025.

The additional value of the deliveries to be made under the amendments to the contract is estimated at approximately USD 42m.

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).

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).

57/2023
27.11.2023
Current Report No. 57/2023
Resignation of Grupa Azoty 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 November 27th 2023 it received a notice of resignation from Ms Marzena Małek from her position as Member of the Company’s Supervisory Board.

In the notice, Ms Marzena Malek did not give a reason for her 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).

56/2023
24.11.2023
Current Report No. 56/2023
Update to Polimery Police project schedule
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 52/2023 of November 13th 2023, Current Report No. 40/2023 of August 29th 2023 and Current Report No. 3/2022 of January 28th 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 24th 2023, the Supervisory Board of the Company’s subsidiary Grupa Azoty Polyolefins S.A. (the “Subsidiary”) passed a resolution to approve an updated schedule for the Polimery Police project. The updated project schedule provides for a 72-hour full-load run in the first quarter of 2024 and the start of commercial operation in the first half of 2024.

Delays reported by Hyundai Engineering Co., Ltd, the General Contractor on the Polimery Police project, have led to the schedule update and extension of the project completion date. The Subsidiary is thoroughly analysing and verifying the reported delays to assess their validity in light of the contract for the engineering, procurement and construction of the Polimery Police project, dated May 11th 2019 (the “EPC Contract”). This assessment is being conducted in line with the procedure outlined in the EPC Contract and other agreements between the Subsidiary and the General Contractor, considering all relevant facts.

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).

55/2023
20.11.2023
Current Report No. 55/2023
Commencement of discussions to cease actions related to potential acquisition of Grupa Azoty Zakłady Azotowe Puławy S.A. by Orlen S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 27/2023 of June 6th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that, on November 20th 2023, following an analysis of the transaction’s impact on the Company’s group, the value-building concept developed by an independent consultant, and the recommendation of the Project Steering Committee, the Management Board passed a resolution to initiate discussions with Orlen S.A. to cease any further actions related to the potential acquisition of Grupa Azoty Zakłady Azotowe Puławy S.A. by Orlen S.A. The resolution of the Management Board became effective upon adoption.

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).

54/2023
17.11.2023
Current Report No. 54/2023
Subsidiary’s request for support loan
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 50/2023 of October 28th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 17th 2023 Grupa Azoty Polyolefins S.A. (the “Subsidiary”) requested the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) for a support loan of EUR 45m.

The loan results from the joint and several commitment assumed by the Company and GA Police under the guarantee to provide a support loan (in the form of a subordinated loan) of up to EUR 105m (as announced by the Company in Current Report No. 23/2020 of May 31st 2020) in connection with the Facilities Agreement of May 31st 2020 concluded to finance the Polimery Police project (the “Facilities Agreement”). The Company points out that this request for a supporting loan does not eliminate the possibility of the Subsidiary requesting further loan tranches until the maximum limit of EUR 105m is reached.

The Company explains that the reason which prompted the Subsidiary to request to be provided with the loan in view of insufficient funding to complete the Polimery Police project under the Facilities Agreement is the prolonged completion time of the Polimery Police project due to a delay on the part of Hyundai Engineering Co., Ltd., the General Contractor, as announced by the Company in Current Report No. 40/2023 of August 29th 2023 and Current Report No. 52/2023 of November 13th 2023.

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).

53/2023
14.11.2023
Current Report No. 53/2023
Estimates of consolidated production output of Grupa Azoty Group in October 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in October 2023.

Actual output figures will be released in the consolidated annual report for 2023.

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).

52/2023
13.11.2023
Current Report No. 52/2023
Procedure initiated by General Contractor to extend Polimery Police completion date
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 40/2023 of August 29th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on November 13th 2023, the Company’s subsidiary Grupa Azoty Polyolefins S.A. (the “Subsidiary”) received a letter from Hyundai Engineering Co., Ltd, which is the General Contractor for the Polimery Police project, notifying it of initiation of the Change Proposal procedure under the turnkey engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “EPC Contract”). The Change Proposal submitted by the General Contractor under the EPC Contract concerns an extension of the project's completion date by 166 days (counted from August 31st 2023). The Change Proposal does not concern the EPC Contract price payable to the General Contractor. According to the General Contractor, the reason for submitting the Change Proposal was the occurrence of certain events constituting force majeure.

The Change Proposal will be thoroughly reviewed and verified in terms of its validity under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Subsidiary and the General Contractor, as well as in the light of relevant facts.

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).

51/2023
09.11.2023
Current Report No. 51/2023
Stoppage of melamine production at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 45/2023 of Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”), dated November 9th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that it has been notified by the Subsidiary of the stoppage, due to technical problems, of the Melamine II unit for repair. Consequently, following earlier output reductions in line with market demand, no melamine is currently being produced at the Subsidiary. Any pending orders will be fulfilled using existing stock. The Subsidiary and the Company will provide updates on the resumption of melamine production in subsequent 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).

50/2023
28.10.2023
Current Report No. 50/2023
Risk of call on support loan provision guarantee by subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 23/2020 of May 31st 2020 and Current Report No. 40/2023 of August 29th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 27th 2023 it was notified by Grupa Azoty Polyolefins S.A. (the “Subsidiary”) that the Subsidiary might call on the Company and Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) for the provision of a subordinated loan. The potential loan would result from the joint and several commitment assumed by the Company and GA Police under the guarantee to provide a support loan (in the form of a subordinated loan) of up to EUR 105m (as announced by the Company in Current Report No. 23/2020 of May 31st 2020) in connection with the Facilities Agreement of May 31st 2020 concluded to finance the Polimery Police project (the “Facilities Agreement”). The maximum amount of the potential loan that might be provided to complete the Polimery Police project is EUR 105m, but the Subsidiary has provisionally estimated the amount it would need in 2023 at approximately EUR 45-55m. However, the Subsidiary noted that these estimates were based on assumptions that could be subject to further revisions or updates, which would affect the actual amount of the potential support loan.

At the same time, the Company explains that the reason which prompted the Subsidiary to request the provision of the potential loan is the prolonged completion time of the Polimery Police project due to a delay on the part of the General Contractor, as announced by the Company in Current Report No. 40/2023 of August 29th 2023, and the resulting risk that funds advanced under the Facilities Agreement could be insufficient to finance the completion 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).

49/2023
26.10.2023
Current Report No. 49/2023
Estimated selected consolidated financial results of Grupa Azoty Group for Q3 and 9M 2023
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, estimated selected consolidated financial results of the Grupa Azoty Group (the “Group”) for the third quarter and the first nine months of 2023.

Discussion of the results for the third quarter of 2023

For the three months ended September 30th 2023, the Grupa Azoty Group reported consolidated revenue of PLN 3,075m, EBITDA of PLN -348m, and an EBITDA margin of -11.3%.

The period saw improved demand, notably in the Agro Segment and, to a degree, in the Chemicals Segment, especially relative to the prior quarter. This led to an increase in production volumes and a decrease in fertilizer inventories. However, most Grupa Azoty products were offered at prices that were significantly lower than those from the previous year, i.e. by an average of 52%. At the same time, the costs of energy utilities, such as electricity and coal, rose year on year. While considerably higher than in other markets, natural gas prices in Europe remained stable for most of the period. This stabilisation, which contrasted the volatility witnessed in the previous year, was primarily attributable to a record surge in renewable energy production, abundant gas stocks in European storage facilities, and above-average temperatures. The decline in product prices in the third quarter of 2023 was not accompanied by an offsetting drop in feedstock prices, resulting in shrinking margins.

Main drivers of the results for the third quarter of 2023 in the key segments:

Agro

The third quarter is traditionally a period of intense fieldwork in Poland, leading to a seasonal drop in demand for fertilizer products. However, the three months to September 30th 2023 saw a rise in demand for Grupa Azoty products, mainly attributable to farmers restocking their supplies and purchasing fertilizers for the upcoming autumn application season. The total sales volume of fertilizers was up 8% year on year, resulting in a 6% output increase. The segment’s performance was primarily driven by improved demand for nitrogen and compound fertilizers and the market reverting to its usual seasonal demand-price dynamics.

The tariff suspension in the first half of 2023 (from December 2022) was a major factor supporting the expansion in Europe of imports from regions with significant energy, environmental and labour cost advantages. The prices of natural gas, which is vital for fertilizer production, were at their lowest for the year during the third quarter, increasing only towards the period’s end. It is noteworthy that gas prices in Europe remain even several times higher than in other markets, as indicated by benchmarks such as Henry Hub in the US.

In the third quarter of 2023, the Agro Segment’s EBITDA margin stood at -7.6%.

Chemicals

For the Chemicals Segment, the three months to September 30th 2023 were marked by subdued demand due to adverse global macroeconomic conditions, high inventories, and an influx of cheaper imports to Europe. Consequently, the segment recorded an 18% year-on-year decline but a 14% quarter-on-quarter increase in sales volume. Notably, sales of technical-grade sulfur and urea rose by almost 50% relative to the previous quarter. In the three months to September 30th 2023, product prices fell significantly year on year across the Group’s geographies, with the largest decreases (over 60%) observed for NOXy, melamine, and technical grade urea. Prices for the segment’s key feedstocks, including gas, propylene and ilmenite, also declined year on year, reflecting the prevailing market trends.

The segment’s EBITDA margin for the third quarter of 2023 was negative at -28.6%.

Plastics

In the three months to September 30th 2023, the Plastics Segment posted a 20% year-on-year decline in polyamide 6 sales volume, largely attributable to reduced demand from all major consumers, including engineering plastics, carpet fibres, and packaging film producers. This drop in demand placed strong downward pressure on the prices of European plastics, which, to a certain extent, helped curtail imports from highly cost-competitive markets, especially in Asia. Benzene prices were 33% lower than a year earlier.

The segment’s EBITDA margin for the third quarter of 2023 was negative at -34.0%.

Estimated results for the first nine months of 2023

In the nine months ended September 30th 2023, the Grupa Azoty Group generated consolidated revenue of PLN 10,462m, EBITDA of PLN -1,357m, and an EBITDA margin of -13.0%.

The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter and the nine months ended September 30th 2023, to be issued on November 8th 2023.

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, L 173/1, as amended).

48/2023
19.10.2023
Current Report No. 48/2023
Definition of revised term sheet for purchase of shares in Solarfarm Brzezinka sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 22/2022 of July 20th 2022 and Current Report No. 37/2022 of December 23rd 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 19th 2023 the Company agreed with VSB Holding GmbH of Dresden, Germany, and Mr Janusz Franciszek Siemieniec (collectively the “Sellers”) on a revised term sheet for the purchase of 100% of shares in the share capital of Solarfarm Brzezinka sp. z o.o. of Wrocław (“Solarfarm”), the entity established to implement a minimum 270 MWp solar PV power plant project located in Brzezinka and Syców, in the Province of Wrocław (the “Transaction”).

The turnkey construction of the power plant is to materialise under an EPC contract concluded between the Company and a general contractor, to be selected through a competitive tender process once the Transaction is finalised.

Pursuant to the Term Sheet, the Transaction is to be carried out through the conclusion, by mid-December 2023, of a preliminary conditional agreement for the future acquisition of 100% of shares in Solarfarm, and subsequent acquisition by the Company or another company of its group, by the end of the third quarter of 2024, of the Solarfarm shares under a share purchase agreement, provided that the project achieves a ‘ready to build’ (RTB) status, as substantiated by a due diligence study conducted by the Company, and provided that satisfactory general contractor tenders to build the solar PV farm under an EPC contract are received.

Execution of the preliminary conditional share purchase agreement is subject to approval from the General Meeting.

The acquisition value of Solarfarm shares will amount to EUR 37.8m, assuming that the power plant achieves a capacity of 270 MWp, excluding expenses associated with the performance of the future EPC contract. If the capacity of the 270 MWp power plant is expanded to 300 MWp within five years of its launch, the acquisition value of the shares will be increased by EUR 2.1m.

The execution of the Term Sheet does not give rise to any obligation to enter into the contemplated Transaction, or any share purchase agreement, and is not binding on the parties. However, the parties undertook to negotiate the share purchase and the contemplated transaction in good faith, in accordance with the Term Sheet.

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).

47/2023
10.10.2023
Current Report No. 47/2023
Estimates of consolidated production output of the Grupa Azoty Group in September 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in September 2023.

Actual output figures will be released in the consolidated report for the third quarter of 2023.

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).

46/2023
22.09.2023
Current Report No. 46/2023
Estimated cost and time frame for removal of plant failure at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 42/2023 of September 5th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) hereby communicates the estimated cost and time frame for removing the plant failure that had occurred at the Company’s subsidiary Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Subsidiary”).

The Management Board announces that the production of nitric acid at the Subsidiary is expected to be resumed in the 39th week of 2023, followed by the production of mineral fertilizers at minimum loads. The restart of other units and ramp-up of production back to full capacity will continue until around mid-October 2023, when repair work on the ammonia plant’s boiler system is scheduled for completion.

The financial impact of the plant failure at the operating level has been provisionally estimated at about PLN 20m, comprising lost profits on sales of products (fertilizers, nitric acid, UAN, urea and OXO alcohols) that would have likely been earned had the units operated at normal rates. The cost of repairing the ammonia plant is estimated at approximately PLN 1.4m.

The amounts presented above are estimates and may be subject to change.

Legal basis: Article 17(1) 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).

45/2023
18.09.2023 22:42
Current Report No. 45/2023
Estimated selected consolidated financial results of the Grupa Azoty Group for the second quarter and the first half of 2023
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The Management Board of Grupa Azoty S.A. (the “Company”) publishes the estimated selected consolidated financial results of the Grupa Azoty Group (the “Group”) for the second quarter and the first half of 2023.

Discussion of the results for the second quarter of 2023

In the three months ended June 30th 2023, the Grupa Azoty Group generated consolidated revenue of PLN 3,491m, EBITDA of PLN -608m, and an EBITDA margin of -17.4%.

The second quarter was a period unfavourable macroeconomic conditions leading to low demand in the markets for the Group’s products and in the downstream markets. Low demand led to additional downward pressures on product prices and a decline in sales volumes and, in consequence, to curtailed production in all key business segments of the Group. The reported quarter was also a period of relatively high costs of raw materials and energy carriers, adversely impacting the margins.

Natural gas prices, while fluctuating, remained in a downward trend. The pressure on prices was supported by elevated inventory levels, increased power output from renewable energy sources, continued strong LNG supplies to Europe, as well as favourable weather conditions and a drop in coal prices.

The results for the second quarter of 2023 were bolstered by the sale of CO2 emission allowances (EUAs) purchased on the market in previous periods by the subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. The sale involved excess EUAs resulting from lower production levels at the Subsidiary and remaining after it had surrendered EUAs matching its actual emissions for 2022. The total positive effect of these transactions on the Group’s results in the period under analysis amounted to PLN 289m.

Main drivers of the results for the second quarter of 2023 in the key segments:

Agro

In the three months to June 30th 2023, there was a 24% year-on-year decrease in total fertilizer sales by volume due to a relatively low demand, with compound fertilizers experiencing an even steeper sales decline of 49%. Unfavourable conditions prevailed in Polish agriculture, with grain prices following a downward trend in the domestic market. The European Union’s suspension of tariffs on urea and ammonia remained in effect until June 17th 2023. There was an increase in imports of fertilizers into the European and domestic markets. Prices of natural gas, a key feedstock for fertilizer production, were in a downtrend. During the second quarter, TTF spot prices were EUR 35/MWh, marking a 63% year-on-year decrease. This, coupled with factors in the agricultural market and the supply-demand dynamics within the fertilizer market, led to diminished demand and exerted downward pressure on fertilizer prices.

Due to weak demand, the Grupa Azoty Group aligned production levels at its own facilities with the prevailing supply and demand conditions in the European market during the quarter under review. Total fertilizer production in the three months to June 30th 2023 was 43% lower year on year. Production of compound fertilizers fell 49% year on year, and the quarterly results were adversely affected by a year-on-year rise in costs of energy carriers.

The Agro Segment posted an EBITDA margin of -28.8% for the second quarter of 2023.

Chemicals

In the Chemicals Segment, the second quarter of 2023 saw reduced purchasing activity in the segment’s key economic sectors, namely construction and furniture manufacturing.

During the period, all product prices experienced year-on-year declines, with the largest decreases recorded for sulfur, melamine, and technical grade urea. Also the sales volumes of the segment’s products declined across the board, except for sulfur. Prices of key raw materials for OXO alcohols and plasticizers production (propylene and terephthalic acid) dropped year on year, whereas the unit cost of ilmenite, which is used in the production of titanium white, saw an increase.

The segment posted an EBITDA margin of -43.3% for the three months ended June 30th 2023.

Plastics

The Plastics Segment saw a decline in polyamide 6 sales volumes in the second quarter of 2023, which were down by one-third year on year as a result of reduced internal demand in Europe and limited export opportunities. Prices of polyamide 6 produced by the Grupa Azoty Group were under continuous downward pressure. Prices of raw materials (benzene and phenol) were lower year on year.

European producers faced competitive imports of cheaper products in the PA6 chain, particularly from Asia. Increased production in the automotive sector and rising new car sales in the EU did not translate into higher orders, let alone an overall surge in demand for polyamide 6.

The segment posted an EBITDA margin of -47.7% for the second quarter of 2023.

Estimated results for the first half of 2023

In the six months ended June 30th 2023, the Grupa Azoty Group generated consolidated revenue of PLN 7,386m, EBITDA of PLN -1,009m, and an EBITDA margin of -13.7%.

The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the six months ended June 30th 2023, scheduled for issue on September 27th 2023.

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, L 173/1, as amended).

44/2023
14.09.2023
Current Report No. 44/2023
Amendments executed by subsidiary to contract to purchase propane
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on September 14th 2023 its subsidiary, Grupa Azoty Polyolefins S.A. (the “Subsidiary”), executed Amendment 1 and Amendment 2 to the contract for the purchase of propane with Trafigura PTE Ltd. of Singapore, as announced by the Company in Current Report No. 36/2022 of December 16th 2022.

The amendments are aimed at aligning the contract with the Subsidiary’s current needs, reflecting the progress made on the Polimery Police project, whose duration is expected to be extended (for details, see Current Report No. 40/2023 of August 29th 2023). Under the amendments, the propane deliveries schedule has been revised, additional propane deliveries have been contracted, and the contract term has been extended until December 12th 2025.

The value of the additional deliveries is estimated at approximately USD 80m.

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).

43/2023
12.09.2023
Current Report No. 43/2023
Estimates of consolidated production output of the Grupa Azoty Group in August 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in August 2023.

Actual output figures will be released in the consolidated report for the third quarter of 2023.

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).

42/2023
05.09.2023 18:31
Current Report No. 42/2023
Temporary production suspension at subsidiary due to plant failure
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. has received information from the Company’s subsidiary Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (the “Subsidiary”) regarding a failure at the ammonia plant. As a result of the failure, production processes at the Subsidiary’s key units, which include the production of fertilizers, nitric acid, UAN, urea, and OXO alcohols, have been temporarily suspended.
At present, Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. is unable to provide a definitive timeline for resolving the technical issues and restoring production to its pre-failure levels. As of the date of this report, the estimated impact of the failure remains unknown.

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).

41/2023
31.08.2023
Current Report No. 41/2023
Consent to waiver of selected covenants under Grupa Azoty Group’s financing agreements
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 23/2023 of June 1st 2023 and Current Report No. 18/2023 of May 15th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 31st 2023 the Company, together with its subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. and also with respect to the other companies of the Grupa Azoty Group (the “Grupa Azoty Group”) that are parties to the financing agreements, signed Waiver and Amendment Letters (the “Waiver Letters”) with the insititutions providing financing to the Grupa Azoty Group (the “Financing Parties”): Powszechna Kasa Oszczędności Bank Polski S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A. (Spółka Akcyjna) Oddział w Polsce (Spółka Akcyjna), BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o. and Banco Santander S.A., as well as with the European Bank for Reconstruction and Development and the European Investment Bank, under which these institutions agreed to waive selected covenants under the Grupa Azoty Group’s financing agreements, including the net debt/EBITDA covenant tested as at June 30th 2023.

At the same time, the Company’s Management Board announces that, in accordance with the requirements of the Waiver Letters, on August 31st 2023 additional security was created with respect to liabilities under the Grupa Azoty Group’s financing agreements pursuant to a guarantee agreement entered into by the Company’s subsidiary Compo Expert Holding GmbH, acting as the Guarantor, with the Financing Parties.

The Guarantor’s potential liability towards the Financing Parties is limited by German law to the value of its net assets.

The terms of the Waiver Letters do not differ from standard terms used in such agreements.

In addition, the Company announces that potential further waiver of selected covenants under the Grupa Azoty Group’s financing agreements, including waiver of the net debt/EBITDA covenant as at subsequent testing dates until December 2024, is subject to continued negotiations with the insititutions providing financing to the Grupa Azoty Group.

The Group fulfils all debt service and repayment obligations under the financing agreement on an ongoing basis, and the limits available under the financing agreements ensure liquidity and secure financing for the Group and its suppliers as well as continuity of operations.

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, No. L 173/1, as amended).

40/2023
29.08.2023
Current Report No. 40/2023
Extension of Polimery Police project duration
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 3/2022 of January 28th 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on August 29th 2023, the Company’s subsidiary Grupa Azoty Polyolefins S.A. (the “Subsidiary”) received a letter from Hyundai Engineering Co., Ltd, which is the General Contractor on the Polimery Police project, informing the employer that the duration of the project will be extended by a period of two to three months.

The General Contractor cited unforeseen equipment problems during the commissioning phase of certain units as the reason for the delay in completing the project work.   

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).

39/2023
23.08.2023
Current Report No. 39/2023
Change of release date for consolidated H1 2023 report
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 5/2023 of January 20th 2023 and Current Report No. 16/2023 of May 12th 2023, the Management Board of Grupa Azoty S.A. announces that the release date for the consolidated H1 2023 report has been changed from August 30th 2023 to September 27th 2023.

The release date for the interim report for the third quarter of 2023 remains unchanged, with the updated release dates for interim reports in 2023 provided below:

1. First and third quarter interim reports:

  • Q3 2023 complete consolidated report – November 8th 2023.

2. Half-year interim reports:

  • H1 2023 complete consolidated report – September 27th 2023.

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).

38/2023
10.08.2023
Current Report No. 38/2023
Estimates of consolidated production output of the Grupa Azoty Group in July 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in July 2023.

Actual output figures will be released in the consolidated report for the third quarter of 2023.

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).

37/2023
18.07.2023
Current Report No. 37/2023
Notification under Art. 69 of the Public Offering Act
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Legal basis: Art. 70.1. of the Public Offering Act

The Management Board of Grupa Azoty S.A. (the “Company”) announces that it has received a notification from Mr Radosław Leszek Kwaśnicki, dated July 17th 2023, on acquiring control over shares in a public company and exceeding the threshold of 15% of the total number of votes in the Company (the “Notification”). The Notification has been made by Mr Radosław Leszek Kwaśnicki in the performance of the obligation set forth in Art. 69.1.1 in conjunction with Article 69a.1 of the Public Offering Act and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005 (the “Public Offering Act”). According to the Notification:

I. Date and type of event causing the shareholding change to which the notification pertains

The Notification has been given in connection with the acquisition by Mr Radosław Leszek Kwaśnicki of control over, including voting rights attached to, the Company shares, following his appointment:

  1. Under Decision No. DNP-VII.491.3.2023 of the Minister of Development and Technology dated July 11th 2023 – as the administrator of Norica Holding Sarl with its registered office at 121 Avenue de la Fraincerie L-1511, Luxembourg (“Norica”), with respect to its shareholding in the Company;
  2. Under Decision No. DNP-VII.491.4.2023 of the Minister of Development and Technology dated July 11th 2023 – as the administrator of Opansa Enterprises Limited with its registered office at Kastros 2, Nicosia, 1087, Cyprus (“Opansa”), with respect to its shareholding in the Company;
  3. Under Decision No. DNP-VII.491.5.2023 of the Minister of Development and Technology dated July 11th 2023 – as the administrator of Rainbee Holdings Limited with its registered office at Kastros 2, Nicosia, 1087, Cyprus, entered in the Cyprus Companies Registry under no. HE 309661 (“Rainbee”), with respect to its shareholding in the Company.

As the administrator of Norica, Opansa and Rainbee (collectively, the “Companies under Administration”), under Art. 6a.11.2 and Art. 6a.11.3 in conjunction with Art. 6b.3 of the Act on Special Measures to Prevent Supporting Aggression against Ukraine and Protect the National Security of April 13th 2022 (the “Sanctions Act”), Mr Radosław Leszek Kwaśnicki (the “Administrator”) has the right to pass resolutions and make decisions on all matters relating to the Company shares held by the Companies under Administration which fall within the remit of the governing bodies of each Company under Administration, including the right to vote the Company shares held by them.

The Companies under Administration hold a total of 19,657,350 shares in the Company (i) representing approximately 19.82% of the Company’s share capital and 19,657,350 voting rights at the Company’s General Meeting, and (ii) accounting for approximately 19.82% of the total voting rights in the Company.

The acquisition of control over the aforementioned Company shares by the Administrator effectively took place on July 12th 2023 (the “Control Acquisition Date”). According to the Sanctions Act, a decision to appoint an administrator is immediately enforceable and takes effect on the day following the day on which the decision is published in the Public Information Bulletin on the website of the Minister of Development and Technology (Art. 6b.2 in conjunction with Art. 6a.2 and Art. 4.3 of the Sanctions Act). All of the decisions referred to in items 1–3 above were published in the Public Information Bulletin on July 11th 2023 and are enforceable as of July 12th 2023.

II. The number of shares held before the change in shareholding and their percentage share in the Company’s share capital, and the number of voting rights attached to those shares and their percentage share in total voting rights

Prior to the Control Acquisition Date, the Administrator held 0 shares in the Company, representing 0% of the Company’s share capital, 0 voting rights at the Company’s General Meeting and 0% of the total voting rights in the Company.

III. The number of shares currently held and their percentage share in the Company’s share capital, and the number of voting right attached to those shares and their percentage share in total voting rights

As of the Control Acquisition Date, the Administrator holds:

  1. Directly: 0 shares in the Company, representing 0% of the Company’s share capital, 0 voting rights at the Company’s General Meeting and 0% of the total voting rights in the Company;
  2. Indirectly: 19,657,350 shares in the Company, representing approximately 19.82% of the Company’s share capital and 19,657,350 voting rights at the Company’s General Meeting, accounting for approximately 19.82% of the total voting rights in the Company, including:
    1. Through Norica, the Administrator holds 406,998 shares in the Company, representing 0.41% of the Company’s share capital and 406,998 voting rights at the Company’s General Meeting, accounting for 0.41% of the total voting rights in the Company;Through Opansa, the Administrator holds 9,430,000 shares in the Company, representing 9.51% of the Company’s share capital and 9,430,000 voting rights at the Company’s General Meeting, accounting for 9.51% of the total voting rights in the Company;Through Rainbee, the Administrator holds 9,820,352 shares in the Company, representing 9.90% of the Company’s share capital and 9,820,352 voting rights at the Company’s General Meeting, accounting for 9.90% of the total voting rights in the Company.

IV. Subsidiaries of the shareholder making the notification, holding shares in the Company

The Companies under Administration, i.e., Norica, Opansa and Rainbee, are the only subsidiaries of the Administrator (controlled by the Administrator) that hold shares in the Company.

V. Persons referred to in Art. 87.1.3 of the Public Offering Act

There are no persons referred to in Art. 87.1.3 of the Public Offering Act.

VI. The number of voting rights attached to the shares, calculated in accordance with Art. 69b.2 of the Public Offering Act, which the shareholder is entitled or obliged to acquire as a holder of the financial instruments referred to in Art. 69b.1.1 of the Public Offering Act and the financial instruments referred to in Art. 69b.1.2 of the Public Offering Act which are not subject to cash settlement only; the type or name of those financial instruments, their expiry date and the date on which (or the time limit by which) the shares will or may be acquired

The Administrator does not hold any financial instruments referred to in Article 69b.1 of the Public Offering Act.

VII. The number of voting rights attached to the shares, calculated in accordance with Article 69b.3 of the Public Offering Act, to which the financial instruments referred to in Art. 69b.1.2 of the Public Offering Act relate directly or indirectly; the type or name of those financial instruments and their expiry date

The Administrator does not hold any financial instruments referred to in Article 69b.1 of the Public Offering Act and therefore does not hold any voting rights attached to shares, calculated in accordance with Art. 69b.3 of the Public Offering Act.

VIII. The total number of voting rights specified on the basis of items III, VI and VII of this information from the Company and its percentage share in total voting rights

As of the Control Acquisition Date, the total number of voting rights held by the Administrator is as follows:

  1. Directly: 0 votes at the Company’s General Meeting, representing 0% of the total number of votes in the Company;
  2. Indirectly: 19,657,350 votes at the Company’s General Meeting, representing 19.82% of the total voting rights in the Company.

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. of 2022, item 2554, as amended).

36/2023
13.07.2023
Current Report No. 36/2023
Answers to shareholder questions
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Article 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. (the “Company”) presents, attached to this Current Report, its answers to the questions asked by a shareholder under Article 428.1 of the Commercial Companies Code during the Annual General Meeting of June 29th 2023.

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).

35/2023
10.07.2023
Current Report No. 35/2023
Estimates of consolidated production output of the Grupa Azoty Group in June 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in June 2023.

Actual output figures will be released in the consolidated report for the first half of 2023.

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).

34/2023
30.06.2023
Current Report No. 34/2023
Update on aid received under the Act on the Rules of Implementation of Business Support Programmes in View of the Situation on the Energy Market in 2022-2024
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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 received a letter from the National Fund for Environmental Protection and Water Management (“NFOŚiGW”), dated June 30th 2023, whereby the latter contends that Grupa Azoty S.A. failed to satisfy the criteria or conditions for receiving state aid dedicated to supporting energy-intensive sectors in connection with sudden increases in natural gas and electricity prices, and, therefore PLN 52.3m in aid granted to the Company (which the Company announced in Current Report No. 9/2023 of March 10th 2023) was awarded illegitimately and, as such, must be repaid by the Company with interest.

The claims asserted by NFOŚiGW are based on a different interpretation of the codes of the Polish Classification of Activities which the Company registered with the National Court Register and to which the Company’s revenue is assigned.

In the Company’s opinion, the Company’s business activities, i.e. manufacture of basic chemicals, fertilisers and nitrogen compounds, plastics and synthetic rubber in primary forms, clearly satisfy the prerequisites for receiving financial support under the state aid programme dedicated to supporting energy-intensive sectors in connection with sudden increases in natural gas and electricity price Accordingly, the Company is strongly convinced that NFOŚiGW’s claims are without merit.

The Company intends to request NFOŚiGW for clarification of its assertions and seek any remedy available under law to retain the aid it has received.

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).

33/2023
30.06.2023
Current Report No. 33/2023
Effect of sale of carbon allowances by subsidiary on financial results of Grupa Azoty Group
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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 June 30th 2023 the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (the “Subsidiary”, “GA Police”) completed the sale of a total of 457,373 carbon allowances (“EUAs”) purchased on the market in previous periods. The sale involved excess EUAs resulting from lower production levels at the Subsidiary and remaining after it had surrendered EUAs matching its actual emissions for 2022.

The effect of the sale on financial results of GA Polie was reported by the Subsidiary in Current Report No. 25/2023 of June 30th 2023.

The sale of EUAs has had a positive effect on the Grupa Azoty Group’s liquidity position, leading to a reduction of its consolidated net debt. Proceeds from the sale of EUAs amounted to EUR 39.3m (PLN 175.2m). The income received by the Subsidiary from the sale of EUAs will increase the consolidated EBIT and EBITDA for the second quarter and first half of 2023 by PLN 91.0m.

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).

32/2023
29.06.2023 21:30
Current Report No. 32/2023
List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty S.A. on June 29th 2023
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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 29th 2023, 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 2021, item 1983, as amended).

31/2023
29.06.2023 21:00
Current Report No. 31/2023
Resolutions voted on by the Annual General Meeting of Grupa Azoty S.A. on June 29th 2023
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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 (“AGM”) on June 29th 2023, together with the results of voting.

The documents voted on by the Annual General Meeting are available on the Company’s website at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia. They have also been published with the Company’s separate and consolidated annual report for 2022 and attached to Current Report No. 26/2023 of June 2nd 2023.

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 decided not to consider item 5 of the agenda ‘Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting’.

The Management Board also publishes, attached to this resolution, a draft resolution to convene an Extraordinary General Meeting of the Company which was proposed by a shareholder during the AGM. The resolution was not carried by the AGM.

Objections to Resolutions No. 4, 6, 7, 8 and 10–28 were raised by shareholders for the record in the minutes.

Legal basis: Par. 19.1.6–9 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).

30/2023
28.06.2023 21:56
Current Report No. 30/2023
Effect of sale of carbon credits by subsidiary on consolidated financial results of Grupa Azoty Group
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Legal basis: Article 17(1) of MAR – Inside information

Text of the report:

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on June 28th 2023 the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”, “GA Puławy”) completed a sale process involving a total of 938,478 carbon emission allowances (“EUAs”) purchased on the market in earlier periods. The sale involved excess EUAs resulting from lower production levels at the Subsidiary and remaining after it had surrendered EUAs matching its actual emissions for 2022.

The effect of the sale on financial results of GA Puławy was reported by the Subsidiary in Current Report No. 35/2023 of June 28th 2023.

The sale of EUAs has had a positive effect on the Grupa Azoty Group’s liquidity position, leading to a reduction of its consolidated net debt.

Proceeds from the sale of EUAs amounted to EUR 80.8m (PLN 360.2m). The income received by the Subsidiary from the sale of EUAs will increase the Grupa Azoty Group’s consolidated EBIT and EBITDA for Q2 and H1 2023 by PLN 182.2m.

Legal basis: Article 17(1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014
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).

29/2023
20.06.2023 20:29
Current Report No. 29/2023
Execution of annex to Framework Agreement and annexes and new Individual Contracts for gas supply with PKN Orlen 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 “Buyer”) announces that on June 20th 2023 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., Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A., Grupa Azoty Zakłady Fosforowe Gdańsk Sp. z o.o. (jointly referred to as “Buyers” and separately as a “Buyer”) and PKN Orlen S.A. (“PKN Orlen”, the “Seller”), executed an annex to the framework gas supply agreement and new bilateral Individual Contracts. The total estimated value of the contracts for the entire Group over their four-year term will be approximately PLN 18bn, VAT exclusive.

The Framework Agreement, executed on April 13th 2016 for an indefinite term, sets out a uniform procedure for all Buyers for concluding and terminating Individual Contracts, the processes for placing orders, making payments and withholding and reducing supplies, renegotiation clauses, and the rules for joint settlement of deliveries. Its provisions, as amended by the annex, apply to deliveries made as of July 1st 2023.

The new Individual Contracts have been concluded for a four-year period of deliveries, starting October 1st 2023, under the 3+1 formula, i.e., after three years of the contract term, the fourth year is optional and no contractual penalties are charged for termination of the contract after three years provided that a termination notice is given by September 30th 2025.

An Individual Contract is an implementing agreement to the Framework Agreement, concluded for a definite period in the form of a comprehensive agreement (applies to sale at a physical point), specifying quantities, schedule, payment terms, price formulas based on exchange indices and detailed commercial parameters for the supply of gaseous fuel to a Buyer.

The terms of the Individual Contracts do not differ from standard terms used in contracts of this type.

The annex to the Framework Agreement, together with the new Individual Contracts, will secure, during their term, at least 90% of the total gas demand of the Buyers from the Grupa Azoty Group.

In addition, further to Current Report No. 23/2016 of April 13th 2016 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (currently PKN Orlen S.A.), No. 22/2017 of June 21st 2017 on the execution of Individual Contracts with PKN Orlen, and No. 30/2019 of May 23rd 2019 and No. 20/2022 of July 7th 2022 on their extension, the Company announces that on July 20th 2023 the Company and its subsidiaries: Grupa Azoty Zaklady Azotowe Puławy S.A., Grupa Azoty Zaklady Chemiczne Police S.A., Grupa Azoty Zaklady Azotowe Kędzierzyn S.A., Grupa Azoty Kopalnie i Zaklady Chemiczne Siarki Siarkopol S.A., executed annexes to the Individual Contracts currently in force, under which the commercial terms of gas deliveries by the Seller in the period from July 1st 2023 to September 30th 2023 will be the same as those defined in the new Individual Contracts applicable from October 1st 2023.

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).

28/2023
12.06.2023
Current Report No. 28/2023
Estimates of consolidated production output of the Grupa Azoty Group in May 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in May 2023.

Actual output figures will be released in the consolidated report for the first half of 2023.

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).

27/2023
06.06.2023
Current Report No. 27/2023
Non-disclosure document signed in connection with negotiations to be held with PKN ORLEN S.A. and Grupa Azoty Zakłady Azotowe Puławy 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”) announces that following an expression of interest by PKN ORLEN S.A., a non-disclosure document setting out a procedure for sharing information between the parties was signed by the Company, PKN ORLEN S.A. and Grupa Azoty Zakłady Azotowe Puławy S.A. (“GA Puławy”) on June 6th 2023 in connection with the parties’ intention to enter into discussions regarding a potential acquisition by PKN ORLEN S.A. (the “Transaction”) of GA Puławy, to be preceded by due diligence.

The non-disclosure document defines the rules for sharing information during the due diligence review of GA Puławy. It does not constitute a commitment by either party to pursue the Transaction.

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).

26/2023
02.06.2023
Current Report No. 26/2023
Draft resolutions for Grupa Azoty Annual General Meeting convened for June 29th 2023
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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 29th 2023, 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).

25/2023
02.06.2023
Current Report No. 25/2023
Notice of Grupa Azoty Annual General Meeting to be held on June 29th 2023
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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 29th 2023, 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).

24/2023
01.06.2023
Current Report No. 24/2023
Subsidiary resumes production at Melamine II unit
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 19/2023 of May 17th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the Management Board of the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”) has decided to launch, on June 2nd 2023, the process to restart anther melamine unit – Melamine II. The Melamine II unit’s daily capacity of 90 tonnes accounts for approximately one-third of the rated capacity of all melamine units operated by the Subsidiary. The unit’s production volumes will be adjusted according to current supply and demand.

The Subsidiary announced the resumption of melamine production in Current Report No. 29/2023 of June 1st 2023.

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).

23/2023
01.06.2023
Current Report No. 23/2023
Request to waive selected terms of financing agreements
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Legal basis: Article 17(1) of MAR – Inside information

In view of the potential risk of breaching the net debt/EBITDA ratio at the end of the first half of 2023 by exceeding the maximum levels allowed under the financing agreements of the Grupa Azoty Group (the “Group”), as announced in Current Report No. 18/2023 of May 15th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) has entered into talks with the financial institutions on this issue.

At the same time, on June 1st 2023 the Company’s Management Board submitted a request with the institutions providing financing to the Group, for, among other things, a waiver of selected terms of the Group’s financing agreements, including the terms concerning the net debt/EBITDA ratio, for the period from the end of June 2023 to the end of December 2024.

The Group fulfils all debt service and repayment obligations under the financing agreement on an ongoing basis, and the limits available under the financing agreements ensure liquidity and secure financing for the Group and its suppliers as well as continuity of operations.

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).

22/2023
29.05.2023
Current Report No. 22/2023
Supervisory Board resolution on allocation of profit for 2022
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 20/2023 of May 22nd 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 29th 2023 the Company’s Supervisory Board issued a positive assessment of the proposal of the Company’s Management Board to allocate the Company’s net profit for the financial year ended December 31st 2022, of PLN 356,059,831.38, to the Company’s statutory reserve funds, and issued a positive opinion on the Management Board’s recommendation to the Annual General Meeting to allocate the entire net profit of the Company for the financial year 2022 to the Company’s statutory reserve funds.

A final decision on the allocation of the 2022 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).

21/2023
24.05.2023
Current Report No. 21/2023
Proposal of amendments to EPC Contract received from Contractor
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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 May 24th 2023 Grupa Azoty Polyolefins S.A., member of the Company’s Group (the “Subsidiary”), received from Hyundai Engineering Co., Ltd. (the “Contractor”), the General Contractor under the contract for turnkey execution of the Polimery Police project of May 11th 2019 whose conclusion was announced by the Company in Current Report No. 28/2019 of May 11th 2019, as amended, including under annexes announced by the Company in Current Report No. 45/2020 of October 9th 2020 and No. 3/2022 of January 28th 2022 (the “EPC Contract”), a letter concerning initiation of a procedure to amend the EPC Contract for the execution of the Polimery Police project (the “Polimery Police Project”) (the “Amendment Proposal”).

The EPC Contract amendments proposed by the Contractor concern matters relating to increasing the Contractor’s fee by a total amount of EUR 24.15m. As the reason for submitting the Amendment Proposal the Contractor cites in particular the impact of European sanctions imposed on Russia and the war in Ukraine on the execution of the Polimery Police project, as well as other events beyond the Contractor’s control (in particular the COVID-19 pandemic), which impeded the implementation of the Polimery Police project.

The Amendment Proposal will be thoroughly reviewed and verified in terms of its appropriateness under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Subsidiary and the Contractor, as well as in the light of facts.

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).

20/2023
22.05.2023
Current Report No. 20/2023
Management Board recommendation on allocation of net profit for 2022
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on May 22nd 2023 its Management Board passed a resolution proposing that the Company’s entire net profit for the financial year 2022, in the amount of PLN 356,059,831.38 (three hundred and fifty-six million, fifty-nine thousand, eight hundred and thirty-one złotys, 38/100), be allocated to the Company’s statutory reserve funds.

The Company and its subsidiaries are in the process of implementing the Azoty Group Strategy for 2021-2030. The Strategy aims to carry into effect the mission and vision of the Grupa Azoty Group (the “Group”), according to which the Group is to manufacture fertilizers, plastics and chemical products in harmony with the environment, improve the well-being of people living in Europe and actively contribute to building the continent’s food security as a supplier of effective solutions and reliable manufacturer of fertilizers, plastics and green chemical products.

The Strategy envisages further pursuit of the ongoing investment projects, in particular the launch of the new business segment of Polyolefins through the implementation of the Polimery Police project, and also commencement of further important projects relating especially to the climate and energy transition aimed at lowering environmentally harmful emissions through reduced consumption of coal, decarbonisation, and development of RES and zero-carbon sources.

In view of the above, the Management Board recommends that the entire net profit for 2022 be retained in the Company. By retaining earnings, the Company will secure financing for its planned investment projects that increase the Company’s shareholder value, with particular focus on those related to energy transition.

It is also necessary to take into account the deterioration of the Company’s operating environment due to the demand slump caused by inflation and rising interest rates. Since these circumstances may adversely affect the Company’s and the Group’s results and debt in 2023 and beyond, it is reasonable to allocate the Company’s entire net profit for the financial year ended December 31st 2022 to statutory reserve funds.

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 2022. The final decision on allocation of the 2022 net profit will be made by the 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).

19/2023
17.05.2023
Current Report No. 19/2023
Melamine production resumed at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 8/2023 of March 9th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the Management Board of the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”) has resolved to resume melamine production (Agro Segment) and to commence preparations on May 17th 2023 for the start-up of the Melamine III unit. The unit’s production volumes will be adjusted according to current supply and demand. The Melamine III unit’s daily capacity of 90 tonnes accounts for approximately one-third of the rated capacity of all melamine units operated by the Subsidiary.

The Subsidiary announced the resumption of melamine production in Current Report No. 21/2023 of May 17th 2023.

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).

18/2023
15.05.2023
Current Report No. 18/2023
Estimated selected consolidated financial results of Grupa Azoty Group for Q1 2023
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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 results of the Grupa Azoty Group (the “Group”) for the first quarter of 2023.

Discussion of Q1 2023 estimated results

In the first quarter of 2023, the Group generated estimated consolidated revenue of PLN 3,895m, EBITDA of PLN -401m, and EBITDA margin of -10.3%.

The quarter saw continuing demand-supply imbalances in European markets caused, among others, by the consequences of Russia’s military aggression against Ukraine, persistently high inflation, high prices of energy carriers, including electricity and coal, and duty-free non-EU imports of fertilizers and plastics produced with cheaper raw materials. These developments led to a drop in demand for the Company’s products.

During the period under analysis, a decline was observed in the activities of the economic sectors buying the Group’s products, such as the automotive, construction and furniture industries. The supply-demand imbalance resulted in pressures to reduce product prices and in output cuts, which the Company has been announcing in monthly current reports since the beginning of this year. The Company expects the market to improve from the third quarter of 2023.

The first quarter results were bolstered by PLN 234m in funding granted to the Group companies by the National Fund for Environmental Protection and Water Management as part of the support provided to energy-intensive sectors in view of the sudden increases in natural gas and electricity prices in 2022.

Although the Group is taking measures to boost its operating profitability, it does not rule out the possibility of exceeding the permitted level of the net debt/EBITDA ratio at the end of the first half of 2023. Should this scenario become likely, the Company will take appropriate pre-emptive steps to mitigate the risks.

The key operational factors that impacted the results posted by the main segments were as follows:

Agro

Fertilizer sales fell in the first quarter due to low purchasing activity of customers. In addition, the supply-demand situation was adversely affected by EU and non-EU imports (mainly of urea), which were driven, among others, by the decision of the Council of the European Union of December 16th 2022 to temporarily suspend urea and ammonia tariffs. In the case of compound fertilizers, a year-on-year increase in the prices of key raw materials (phosphate rock, potassium chloride) caused the prices of these fertilizers to grow. Coupled with a slump in demand, this led to a lower output and sales of compound fertilizers compared to the same period last year.

In the Agro Segment, a year-on-year decline in the prices of natural gas, being the key feedstock for the manufacture of nitrogen fertilizers, did not offset the drop in product prices and sales volumes.

The Group adjusted its fertilizer production to demand and supply conditions on an ongoing basis and, like most European fertilizer producers, significantly reduced their output.

The Agro Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -5.9%.

Chemicals

Due to low buyer activity, the Chemicals Segment reported a significant decline in sales volumes, mainly of melamine and OXO alcohols. Higher sales volumes were observed in the case of sulfur, which was mainly exported. In addition, demand in the Chemicals Segment was adversely impacted by high inventory levels at customers. Prices of most products were lower than in the same period last year. Price increases were reported for titanium white, urea solution (PULNOx) and ammonia water (LIKAM).

The Segment’s result was boosted by a drop in the price of the main raw material, propylene. In the case of the other raw materials, their prices were close to or higher than those reported in the first quarter of 2022.

Due to the supply and demand situation, the production of melamine at Grupa Azoty PUŁAWY was temporarily suspended in March.

The Chemicals Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -7.2%.

Plastics

In Europe, demand for the segment’s products from all of the key sectors (automotive, construction, and packaging) remained low. Moreover, manufacturers were under strong pressures from non-EU imports. As a result of the adverse market conditions, the Plastics Segment reported a year-on-year decline in both sales volumes and prices of natural polyamide, its key product.

Prices of the main raw materials for caprolactam and polyamide production (benzene, phenol) fell year on year, but high inventory levels throughout the supply chain of the aforementioned sectors caused a postponement of purchasing decisions.

Due to the supply and demand situation, the production of caprolactam at Grupa Azoty PUŁAWY was temporarily suspended in March.

The Plastics Segment’s estimated EBITDA margin for the first quarter of 2023 stood at -28.0%.

The amounts presented above are preliminary and may be subject to change. The final figures will be presented in the consolidated report for the first quarter of 2023, scheduled to be published on May 22nd 2023.

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).

17/2023
12.05.2023
Current Report No. 17/2023
Estimates of consolidated production output of the Grupa Azoty Group in April 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. publishes, attached hereto, estimates of consolidated production output in April 2023.

Actual output figures will be released in the consolidated report for the first half of 2023.

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).

16/2023
12.05.2023
Current Report No. 16/2023
Change of release date for consolidated Q1 2023 report
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 5/2023 of January 20th 2023, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the release date for the consolidated report for the first quarter of 2023 has been changed from May 25th 2023 to May 22nd 2023.

The release dates for the interim reports for the first half and the third quarter of 2023 remain unchanged, with the updated release dates for interim reports in 2023 provided below:

1. First and third quarter interim reports:

  • Q1 2023 complete consolidated report – May 22nd 2023
  • Q3 2023 complete consolidated report – November 8th 2023

2. Half-year interim reports:

  • H1 2023 complete consolidated report – August 30th 2023

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).

15/2023
27.04.2023
Current Report No. 15/2023
Contract to purchase propane signed by 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 was notified by its subsidiary company, Grupa Azoty Polyolefins S.A. (the “Subsidiary”), of a contract for the purchase of propane signed on April 27th 2023 with TOTSA Total Energies Trading SA, Switzerland (the “Seller”).

The contract provides that propane will be delivered by the Seller to the Subsidiary from April 2023 to the end of November 2024, in accordance with the agreed schedule and commercial terms. Propane volumes delivered under the contract will be supplementary to other deliveries and in 2023 will cover approximately 46% of the Subsidiary’s total requirement for this key production feedstock.

The value of the deliveries to be made under the contract is estimated at approximately USD 90m.

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).

14/2023
14.04.2023
Current Report No. 14/2023
Estimates of consolidated production output of the Grupa Azoty Group in March 2023
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in March 2023.

Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.

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).

13/2023
21.03.2023
Current Report No. 13/2023
Execution of amended annex to factoring agreement with CaixaBank S.A. Polish Branch
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Reports No. 15/2021 of April 29th 2021 and 5/2022 of March 31st 2022, the Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on March 21st 2023 the Company, together with its subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., COMPO EXPERT GmbH and COMPO EXPERT Hellas S.A. (jointly with the Company referred to as the “Factorees”), signed with CaixaBank S.A. Polish Branch, amended Annex 1 to the payment services and financing agreement of April 29th 2021, as amended (“Annex to the Reverse Factoring Agreement, “Reverse Factoring Agreement”).

The amendment to the Annex to the Reverse Factoring Agreement increased the factoring limit from PLN 800m to PLN 950m (or its equivalent in EUR or USD). The limit under the Reverse Factoring Agreement is available until April 30th 2024. 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 Reverse Factoring Agreement amount as increased under the Annex to the Reverse Factoring Agreement. The other material terms of the Reverse Factoring Agreement were presented in the Company’s Current Reports No. 15/2021 of April 29th 2021 and No. 5/2022 of March 31st 2022.

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the security of financing for the Group and its suppliers 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.

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).

12/2023
17.03.2023
Current Report No. 12/2023
Estimates of selected consolidated financial results of Grupa Azoty Group for Q4 2022 and 2022
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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 estimates of selected consolidated financial results of the Grupa Azoty Group (the “Group”) for the fourth quarter of 2022 and for 2022.

Commentary on fourth-quarter 2022 results

In the fourth quarter of 2022, the Grupa Azoty Group generated consolidated revenue of PLN 5,107m and negative EBITDA of PLN -296m, with a negative EBITDA margin of -5.8%.

The Group’s results for the fourth quarter of 2022 were adversely affected by significant impairment losses on non-financial non-current assets and write-downs of inventories of finished goods, semi-finished products and raw materials. Information on the impairment losses and write-downs recognised on these assets was announced by the Company on March 13th 2023 in Current Report No. 11/2023.

The inventory write-downs recognised in the fourth quarter of 2022 led to a drop in consolidated EBIT and EBITDA by approximately PLN 404m.

The recognition of the impairment losses on non-financial non-current assets resulted in a decrease of PLN 963m in the Grupa Azoty Group’s consolidated EBIT for 2022. In accordance with the Group’s accounting policies, the impairment losses and write-downs are one-off non-cash charges and have no effect on the Group’s consolidated EBITDA.

Main factors with a bearing on the Group’s financial performance in the key segments in the fourth quarter of 2022 compared with the fourth quarter of 2021:

Agro

The Agro Segment’s performance in the fourth quarter of 2022 was mainly determined by strong volatility of commodity prices, including natural gas, demand-supply imbalances and falling prices of agricultural crops.

Natural gas prices in the period under review changed rapidly, and the TTF spot price ranged from EUR 22 to EUR 160 per MWh. In view of a downward trend in gas prices, in October 2022 the three key companies of the Grupa Azoty Group decided to resume production of nitrogen fertilizers that had been suspended or curtailed in August 2022.

The fertilizer market was stagnant in the fourth quarter of 2022. Producers looked forward to market activity and an increase in sales in view of the upcoming fertilizer season, while customers were holding off on purchases in anticipation of a drop in fertilizer prices as gas prices fell quarter on quarter. The consequence of these divergent expectations was low demand and growing fertilizer stocks at manufacturers and distributors. Another reason for the reduction of purchases by customers was the worrisome signals from the agricultural market, especially the observed downward trend in prices of agricultural crops, which was driven by high grain imports from Ukraine.

The Agro Segment’s EBITDA margin generated in the fourth quarter of 2022 was significantly lower year on year and fell to -5.3%. The Segment’s results were reduced by the impairment losses and write-downs.

Chemicals

In the Chemicals Segment, low demand and imports of competitively priced products from Asian markets were observed in the fourth quarter of 2022. At the same time, prices grew year on year for all products except sulfur and fell quarter on quarter (with the exception of melamine). Product sales volumes declined considerably year on year, with increases recorded only for sulfur.

The market showed little demand for OXO alcohols, plasticizers, titanium white, melamine and NOXy as products from the segment’s portfolio came in high quantities to the European market from Asia. The market also kept a close eye on the possible impact of an increase in China’s export capacity due to production recovery following the lifting of the preventive measures introduced under the zero COVID policy. Melamine production at Grupa Azoty Zakłady Azotowe Puławy S.A., limited since July 2022, was partially resumed at the end of October 2022.

The Chemicals segment’s EBITDA margin delivered in the fourth quarter of 2022 was negative at -3.9%. The Segment’s results were reduced by the impairment losses and write-downs.

Plastics

In the Plastics Segment, prices of raw materials (benzene, phenol) and products declined quarter on quarter and rose year on year. Market prices of polyamide went on a downward trend as a result of weak demand, an influx of imports and falling prices of raw materials and energy. Demand shrank across all industries: automotive, construction, packaging, electronics and electrical engineering.

Following change in market conditions, including a quarter-on-quarter decrease in the prices of basic raw materials (benzene and phenol), a decision was made in October 2022 to resume production of caprolactam and polyamide 6 at the production facilities of the Company and Grupa Azoty Zakłady Azotowe Puławy S.A., which had been halted in August 2022 due to high costs of raw materials.

The Segment’s EBITDA margin delivered in the fourth quarter of 2022 was negative at -43.4%. The Segment’s results were reduced by the impairment losses and write-downs.

Key performance drivers in 2022

In 2022, the Grupa Azoty Group generated consolidated revenue of PLN 24,658m and EBITDA of PLN 2,545m, with an EBITDA margin of 10.3%.

The Group’s performance in the reporting period was determined largely by the market consequences of Russia’s armed aggression against Ukraine and the record increase in prices of raw materials used in production and energy carriers. As a consequence of the macroeconomic climate, each business segment recorded a significant rise in product prices and a simultaneous decrease in sales volumes, and experienced demand-supply imbalances. Growing inflation and the resulting increase in fixed costs also weighed on performance.

The demand-supply imbalance observed during 2022, combined with the strong volatility in raw material prices, made it necessary to temporarily stop or cut production at the three key companies of the Grupa Azoty Group, i.e., Grupa Azoty S.A. (fertilizers and plastics), Grupa Azoty Zakłady Azotowe Puławy S.A. (fertilizers, caprolactam and melamine) and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (fertilizers).

The Company’s financial statements for 2022 are being audited, therefore the presented figures are estimates and may be subject to change. The final figures will be presented in the consolidated report for 2022, scheduled for issue on March 30th 2023.

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).

11/2023
13.03.2023
Current Report No. 11/2023
Recognition of impairment losses and write-downs in the financial statements of Grupa Azoty S.A. for 2022
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Legal basis: Art. 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the „Company”) announces that as a result of impairment tests carried out at the Company for non-current assets of the Fertilizers cash generating unit (CGU) and Plastics CGU, in the case of the Plastics CGU a negative difference has been identified between the recoverable amount and carrying amount of the assets, and a decision has been made to recognise impairment losses of PLN 88m. No impairment losses were necessary in the case of the Fertilizers CGU.

The impairment has been recognised based on the projected financial performance of the Plastics CGU in the context of the significant capital expenditure that will be required, in particular in connection with the more stringent requirements regarding environmental protection and reduction of the energy and emissions intensity of the Company’s manufacturing activities, as well as a material increase in market interest rates, affecting the discount rate for projected future cash flows.

Recognition of the impairment losses will have an effect on the Company's 2022 financial statements by reducing separate EBIT by PLN 88m. In accordance with the Grupa Azoty Group’s accounting policies, impairment losses are one-off non-cash charges and have no effect on the Company's separate EBITDA.

At the same time, impairment tests carried out for non-current assets of the Company's subsidiaries led to the identification of a negative difference between the recoverable amount and the carrying amount of the assets, and decisions have been made to recognise impairment losses on non-current assets of the Plastics and Melamine CGUs of Grupa Azoty Zakłady Azotowe Puławy S.A. and of the Fertilizers and Pigments CGUs of Grupa Azoty Zakłady Chemiczne Police S.A.

Recognition of the impairment losses on non-current assets at the Company and its subsidiaries will have an effect on the Group's 2022 consolidated financial statements by reducing consolidated EBIT by a total of PLN 963m. In accordance with the Grupa Azoty Group’s accounting policies, impairment losses are one-off non-cash charges and have no effect on the Company's consolidated EBITDA.

The Company's Management Board further announces that inventory write-downs have been recognised as at the reporting date in the Company’s financial statements. Net inventory write-downs recognised in Q4 2022 totalled approximately PLN 64m, and had the effect of reducing the Company's EBIT and EBITDA.

Inventory write-downs have also been recognised in the financial statements of the Company's subsidiaries. They will reduce the consolidated EBIT and EBITDA in the 2022 consolidated financial statements of the Grupa Azoty Group by approximately PLN 404m.

The inventory write-downs were required in view of the lower product selling prices seen since the beginning of 2023, which in the case of some of the products are below cost.

The write-downs are non-cash charges and have no effect on the liquidity position of the Company or its Group.

Information on expected impairment losses and inventory write-downs to be recognised in the 2022 financial statements has been reported by the subsidiaries, i.e. Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Chemiczne Police, in their Current Reports No. 9/2023 of March 13th 2023 and No. 6/2023 of March 13th 2023, respectively.

As the audit of the 2022 financial statements of the Company and its subsidiaries has not yet been completed, the amounts above are not final and are subject to change. The Company's full-year report is scheduled to be issued on March 30th 2023.

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).

10/2023
10.03.2023
Current Report No. 10/2023
Estimates of the Grupa Azoty Group’s production output in February 2023
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty Group’s estimated consolidated production output in February 2023 and scheduled maintenance shutdown of the ammonia and urea production lines at the Company's subsidiary

Further to Current Report No. 7/2023 of February 22nd 2023, the Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, estimates of consolidated production output in February 2023.

Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.

At the same time, the Management Board announces that on March 10th 2023, the Management Board of the Company's subsidiary Grupa Azoty Zakłady Azotowe Police decided, despite activities undertaken to increase sales, to continue the scheduled maintenance shutdown of the ammonia and urea production lines until March 31st 2023. The decision was made in view of the aggravating negative supply and demand situation in the market.

Information on the shutdown was released by the subsidiary in Current Report No. 5/2023 of March 10th 2023.

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).

9/2023
10.03.2023
Current Report No. 9/2023
State aid granted pursuant to law on business support programmes in view of situation on energy market in 2022-2024
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Legal basis: Article 17(1) of MAR – Inside information

Text of the report: The Management Board of Grupa Azoty S.A. (the “Company”) announces that on March 10th 2023 it was notified that the National Fund for Environmental Protection and Water Management had granted the Company’s request for financial support as part of aid to energy-intensive sectors related to sudden increases in natural gas and electricity prices. The amount of aid granted to the Company is PLN 52.3m.

Financial support was also granted to other companies of the Grupa Azoty Group. The aggregate amount of support granted to the Group companies, i.e. Grupa Azoty S.A., 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., is PLN 234.2m.

The aid amount will be included in their respective separate and consolidated Q1 2023 accounts by increasing EBITDA.

The funds were granted under the Act on the rules of implementation of business support programmes in view of the situation on the energy market in 2022-2024,dated September 29th 2022.

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).

8/2023
09.03.2023
Current Report No. 8/2023
Stoppage of caprolactam and melamine production 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 March 9th 2023 the Management Board of the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”) made a decision to suspend production of caprolactam (Plastics Segment) and operation of the Melamine III unit (Agro Segment) effective from March 10th 2023 until further notice. Production at the remaining melamine units (Melamine I and Melamine II) was halted in the summer of 2022, as announced by the Subsidiary in Current Report No. 21/2022 of July 8th 2022 and Current Report No. 23/2022 of August 10th 2022.

The current stoppage of caprolactam and melamine production is associated with the supply and demand situation on the European market.

The information on the production closedown was released by the Subsidiary in Current Report No. 6/2023 of March 9th 2023.

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).

7/2023
22.02.2023
Current Report No. 7/2023
Estimates of consolidated production output of the Grupa Azoty Group in January 2023
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) hereby announces that, with a view to enhancing the transparency of the Company’s information disclosure policy intended to ensure that investors are provided with access to information relevant to the assessment of the Company’s and the Grupa Azoty Group’s situation and outlook, a decision was made on February 22nd 2023 to commence regular publication of estimates of the Group’s consolidated production output on a monthly basis.

Monthly reports on estimated production output will be released as soon as data for a given month are aggregated, but in any case no later than by the 15th day of the following month. 

Accordingly, the Company publishes, attached hereto, estimates of consolidated production output in January 2023.

Actual quarterly output figures will be released in the consolidated report for the first quarter of 2023.

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).

6/2023
10.02.2023
Current Report No. 6/2023
Appointment of Vice President of Grupa Azoty Management Board
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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 February 9th 2023 the Supervisory Board of the Company appointed Marcin Kowalczyk as Vice President of the Management Board of the 12th term, with effect from February 10th 2023.

The Management Board further announces that Marcin Kowalczyk 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.

Marcin Kowalczyk 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).

5/2023
20.01.2023
Current Report No. 5/2023
Notice of full-year and interim results in financial year 2023
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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 2022 full-year results and 2023 interim results as per the following schedule:

1. First and third quarter interim results:

- Q1 2023 complete consolidated report – May 25th 2023
- Q3 2023 complete consolidated report – November 8th 2023

2. Half-year interim results:

- H1 2023 complete consolidated report – August 30th 2023

3. Full-year results:

- 2022 separate full-year report – March 30th 2023
- 2022 consolidated full-year report – March 30th 2023

The 2022 consolidated report on payments to governments will be released on March 30th 2023.

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 2022 and Q2 2023, 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).

4/2023
16.01.2023
Current Report No. 4/2023
Removal 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 the Company’s Supervisory Board, at its meeting held on January 16th 2023, passed a resolution to remove from the Management Board one of its Vice Presidents Mr Tomasz Hryniewicz. The removal of Mr Tomasz Hryniewicz from the Management Board becomes effective as of the end of day January 16th 2023.

The resolution of the Supervisory Board regarding the removal of the Vice President took effect upon its adoption.

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).

3/2023
12.01.2023
Current Report No. 3/2023
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. 2/2023 of January 11th 2023, 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, Ms Marzena Małek.

The Management Board further announces that Ms Marzena Małek has made a representation to the effect that she 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 governing bodies of such partnership or company. 

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.

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).

2/2023
11.01.2023
Current Report No. 2/2023
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 January 11th 2023 it received a notification from the Minister of State Assets, dated January 10th 2023, of the appointment, pursuant to Art. 16.2 of the Company’s Articles of Association, of Ms Marzena Teresa Małek to the Company’s Supervisory Board of the 11th joint term of office as of January 11th 2023.

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.

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).

1/2023
03.01.2023
Current Report No. 1/2023
Resignation of Grupa Azoty 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 January 3rd 2023 it received a notice of resignation from Mr Marcin Mauer from his position as Member of the Company’s Supervisory Board.

Mr Mauer 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).

37/2022
23.12.2022
Current Report No. 37/2022
Definition of term sheet for purchase of shares in Solarfarm Brzezinka sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 22/2022 of July 20th 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 23rd 2022 the Company, VSB Holding GmbH of Dresden, Germany and Mr Janusz Franciszek Siemieniec (collectively the “Sellers”) defined the term sheet for the purchase of 100% of shares in the share capital of Solarfarm Brzezinka sp. z o.o. (the “Transaction”).

In accordance with the Term Sheet, the Transaction will be carried out by entering into a preliminary conditional share purchase agreement to acquire in the future 100% of shares in Solarfarm’s share capital, followed by the purchase of the shares under a share purchase agreement in the first half of 2024 by the Company or another company of its Group, provided that technical conditions are adjusted and building permits for the construction of a power plant are obtained.

The Brzezinka solar farm, located in Brzezinka and Syców, together with infrastructure with a power output of 270 MWp or more, will be built as a turn-key project under an EPC contract planned to be concluded by Solarfarm with VSB Energie Odnawialne Polska sp. z o.o., a member of the VSB Group, as the general contractor.

The total value of the investment is estimated at EUR 240m.

The execution of the Term Sheet does not give rise to any obligation to enter into the contemplated Transaction, or any share purchase agreement, and is not binding on the parties. However, the parties undertook to negotiate the share purchase and the contemplated transaction in good faith, in accordance with the Term Sheet.

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).

36/2022
16.12.2022
Current Report No. 36/2022
Contract to purchase propane signed by subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on December 16th 2022 it was notified by its subsidiary, Grupa Azoty Polyolefins S.A. (the “Subsidiary”), of a contract for the purchase of propane signed with Trafigura Pte Ltd, Singapore.

The contract provides propane will be delivered to the Subsidiary from December 2022 to December 2024 in accordance with the agreed schedule and commercial terms. Deliveries of propane made under the contract will cover more than 50% of the Subsidiary’s demand for propane in 2023 and 2024. Propane is the key raw material for production due to commence once the Subsidiary brings the Polimery Police project online.

The value of the deliveries to be made under the contract is estimated at approximately USD 250m.

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).

35/2022
28.10.2022
Current Report No. 35/2022
Estimated selected consolidated financial results of Grupa Azoty Group for Q3 and 9M 2022
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) publishes, attached hereto, estimated selected consolidated financial results of the Grupa Azoty Group (the “Group”) for the third quarter and the first nine months of 2022.

Discussion of the results for the first nine months of 2022:

In the first nine months of 2022, the Grupa Azoty Group generated consolidated revenue of PLN 19,551m, EBITDA of PLN 2,842m, and an EBITDA margin of 14.5%.

In the reporting period, the Group’s performance was affected by the consequences of Russia’s armed aggression against Ukraine and the unprecedented spike in prices of commodities, in particular natural gas, being the main raw material used in fertilizer production.

Discussion of the results for the third quarter of 2022:

In the third quarter of 2022, the Group generated consolidated revenue of PLN 6,314m, EBITDA of PLN 267m and EBITDA margin of 4.2%. Year on year, the Group recorded a drop in results.

The above figures were delivered amid high uncertainty caused by soaring and volatile prices of commodities, in particular natural gas, which resulted in temporary production cuts at certain units of the Company and its subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.

Main factors with a bearing on the Group’s financial performance in the key segments in the third quarter of 2022 compared with the third quarter of 2021:

1. In the Agro segment:

The reporting quarter saw further increases in the prices of raw materials used in fertilizer production, in particular natural gas, being a consequence of Russia’s armed aggression against Ukraine.

The rapid growth in natural gas prices which began in the second half of 2021 continued, reaching a peak at the end of August 2022. The average market price of natural gas in the third quarter of 2022 compared to the same period last year rose by more than 300%.

As a consequence of the unprecedented increases in the price of natural gas, a decision was made in August 2022 to temporarily reduce production at three key companies of the Group: the Company, Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. The Group companies were among the last producers in the European Union who decided to cut production.

The Agro Segment’s EBITDA margin generated in the third quarter of 2022 stood at 1.6%.

2. In the Chemicals segment:

In the third quarter of 2022, the product demand situation and growing prices of raw materials used in production were the main determinants of the Chemicals Segment’s performance. Demand on the target markets was relatively weak and European producers came under significant competitive pressure from non-EU imports.

As a result of the adverse market situation, melamine production at Grupa Azoty Zakłady Azotowe Puławy S.A. was temporarily suspended.

The products for which a year-on-year growth in sales volumes was reported were sulfur and NOXy.

The EBITDA margin achieved by the segment in the third quarter of 2022 stood at 0.8%.

3. In the Plastics segment:

In the third quarter of 2022, the Plastics Segment reported significant volatility in prices of key raw materials: benzene and phenol. The prices climbed to record highs in July 2022 to start a steep decline in August. The high cost of raw materials prompted the decision to temporarily halt production.

The Plastics segment was mainly affected by poor demand from the main markets of polyamide applications. The demand situation was additionally aggravated by the summer holiday season. The exception was the packaging sector where demand remained stable throughout the reporting period. There were no signs of any significant demand recovery in the EU automotive industry, an important customer for the Plastics segment. Moreover, the reporting period saw higher imports of more attractively priced polyamide products and derivatives into the European market.

The segment’s EBITDA margin generated in the third quarter of 2022 was negative at -2.7%.

The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter and the nine months ended September 30th 2022, to be issued on November 9th 2022.

Information on decisions concerning production cuts at the Group companies was published by the Company in Current Reports No. 23/2022 and No. 24/2022 of August 22nd 2022, No. 25/2022 of August 23rd 2022, No. 31/2022 and No. 32/2022 of October 12th 2022, No. 33/2022 of October 21st 2022, and No. 34/2022 of October 27th 2022.

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).

19/2022
28.10.2022
Current Report No. 19/2022 - correction
Corrected list of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty S.A. on June 29th 2022
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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”) announces that item 3 of the list of shareholders holding 5% or more of total voting rights at the Company’s Annual General Meeting (the “AGM”) held on June 29th 2022, published in Current Report No. 19/2022 of June 29th 2022, erroneously included a Shareholder, registered and entitled to participate in the AGM, who eventually did not confirm their presence at the AGM on June 29th 2022.

The Company publishes, attached to this report, a corrected list of shareholders holding 5% or more of total voting rights at the Annual General Meeting held on June 29th 2022, 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 2021, item 1983, as amended).

34/2022
27.10.2022
Current Report No. 34/2022
Production resumed at subsidiary
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Further to Current Report No. 23/2022 of August 22nd 2022 and Current Report No. 32/2022 of October 12th 2022, the Management Board of Grupa Azoty S.A. announces that on October 27th 2022 Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”) decided to resume the production of melamine (Agro Segment) by putting in operation the Melamine III unit, and caprolactam (Plastics Segment).

The information was released by the Subsidiary in Current Report No. 30/2022 of October 27th 2022.

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).

33/2022
21.10.2022
Current Report No. 33/2022
Decision to up production at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 25/2022 of August 23rd 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on October 21st 2022 the Management Board of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., the Company’s subsidiary, decided to scale up the operation of the Fertilizer Production Unit to full available capacity.

The capacity will come on stream following a periodic maintenance shutdown, with the production restart due to begin on October 21st 2022.

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).

32/2022
12.10.2022
Current Report No. 32/2022
Agro Segment’s production resumed at subsidiary
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Further to Current Report No. 23/2022 of August 22nd 2022, the Management Board of Grupa Azoty S.A. announces that on October 12th 2022 Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”), in response to a change in market conditions, resolved to increase capacity utilisation and start up the Agro Segment’s process units used to make nitrogen fertilizers (PULAN®, PULAN® MACRO, SALETRZAK 27N, PULREA®, PULREA®+INu, RSM ®) as of October 12th 2022.

Taking into account the current production (Agro Segment: ammonium sulfate from the Flue Gas Desulfurisation Unit, non-fertilizer products excluding melamine), the process plant that will remain shut down after the full start-up of the fertilizer production units will be the caprolactam unit (Plastics Segment) and the melamine unit (Agro Segment).

The information was released by the Subsidiary in Current Report No. 29/2022 of October 12th 2022.

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).

31/2022
12.10.2022
Current Report No. 31/2022
Production resumed at previously shut-down nitrogen fertilizer, caprolactam and polyamide 6 units
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Further to Current Report No. 24/2022 of August 22nd 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that, in response to a change in market conditions, it has resolved to start production at the previously shut-down nitrogen fertilizer, caprolactam and polyamide 6 units as of October 12th 2022.

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).

30/2022
26.09.2022
Current Report No. 30/2022
Execution of annexes to credit facility agreements with PKO BP
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 26/2015 of April 23rd 2015, Current Report No. 52/2016 of September 20th 2016 and Current Report No. 34/2018 of June 29th 2018, the Management Board of Grupa Azoty S.A. (the “Company” or the “Borrower”) announces that on September 26th 2022 the Company and selected other companies of its Group (the “Borrowers” or the “Group Companies”) signed an annex to a PLN 240m multi-purpose credit facility agreement (the “MPCF Agreement”) with Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”). Under the annex:

a) Group Companies which had not been parties to the MPCF Agreement joined the MPCF Agreement as borrowers;
b) the term of the MPCF Agreement, expiring on September 30th 2022, was extended until September 30th 2025 (the “Facility Term”), with the option to extend it for subsequent 12-month periods;
c) the credit limit under the MPCF agreement was increased to PLN 1bn (the “Facility Limit”);
d) an overdraft facility was made available within the Facility Limit to Grupa Azoty S.A.;
e) a revolving working capital facility, bank guarantees and bank letters of credit were made available within the Facility Limit to Grupa Azoty S.A. and the Group Companies that are parties to the MPCF Agreement;
f) bank guarantees issued by the Bank to Group Companies under separate agreements were incorporated into the MPCF Agreement as of September 30th 2022;
g) the following companies: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. and Grupa Azoty Zakłady Chemiczne Police S.A. (the “Key Subsidiaries”) were released from their obligations under a surety agreement for the MPCF Agreement of June 29th 2018.

As at the annex date, the following limits and sub-limits were set within the Facility Limit with effect from September 30th 2022:

1) limit of the overdraft facility for Grupa Azoty S.A.: up to PLN 300 m;

2) sub-limits for the revolving facility, guarantees or letters of credit – for Grupa Azoty S.A.: up to PLN 575.15m, for Grupa Azoty Zakłady Chemiczne Police S.A.: up to PLN 62m, for Grupa Azoty Zakłady Azotowe Puławy S.A.: up to PLN 1m, for Grupa Azoty Zakłady Azotowe Kędzierzyn S.A.: up to PLN 30m, and for other Grupy Azoty companies that are borrowers under the MPCF Agreement: up to PLN 31.85m in total.

 The Company is liable to repay all amounts due under the MPCF Agreement, and each of the other Borrowers (i.e. the Company’s subsidiaries) is liable to repay the amounts due under the facility which were drawn under the sub-limit made available to the Borrower.  The facility bears interest at an annual rate equal to the reference rate 1M WIBOR for the PLN denominated facility, 1M EURIBOR for the EUR denominated facility, and 1M LIBOR for the USD denominated facility, plus the Bank's margin.

The Company's Management Board further announces that on September 26th 2022 the Company, together with other Group Companies, entered into a PLN, EUR and USD physical cash pooling agreement with the Bank for the period until September 30th 2025 (the “PCP Agreement”).

The PLN, EUR and USD physical cash pooling structures are designed to optimise the interest income and expenses and to enable the Group companies to use the Group’s global liquidity limit within the positive and negative balances in the companies’ current accounts.

In addition, the Company's Management Board announces – in connection with the execution of the MPCF Agreement and the PCP Agreement and

  1. with reference to Current Report No. 16/2011 of March 30th 2011, Current Report No. 109/2011 of December 7th 2011, Current Report No. 113/2013 of August 20th 2013, Current Report No. 26/2015 of April 23rd 2015, Current Report No. 52/2016 of September 20th 2016, and Current Report No. 34/2018 of June 29th 2018 – that the following will expire on September 30th 2022: the PLN 310m overdraft facility agreement executed, together with other Group companies, on October 1st 2010, as amended (the “Overdraft Facility Agreement”), and the related PLN physical cash pooling agreement of September 30th 2016m, as amended (the “PLN PCP Agreement”), as well as sureties for liabilities under the Overdraft Facility Agreement totalling PLN 372m, issued under a surety agreement executed on June 29th 2018 between the Bank, the Company and the Key Subsidiaries as sureties;
  2. with reference to Current Report No. 57/2018 of November 2nd 2018 – that the following agreements executed, together with other Group companies, with the Bank will expire on September 30th 2022: an overdraft facility agreement of November 2nd 2018, as amanded, for EUR 75m or its equivalent in USD (the “EUR and USD Overdraft Facility Agreement”) and the related EUR and USD physical cash pooling agreement of November 2nd 2018, as amended (the “EUR and USD PCP Agreement”).

The MPCF Agreement also imposes certain restrictions on the Company and the Key Subsidiaries, including restrictions on disposal or encumbrance of its material assets, granting loans and guarantees, paying dividends and incurring financial liabilities if the consolidated net debt to EBITDA ratio thresholds agreed with the lenders are exceeded, which have been made consistent with the Credit Facility Agreement of April 23rd 2015, as amended by the Amending Agreement of June 29th 2018 referred to in Current Report No. 25/2015 of April 23rd 2015 and Current Report No. 33/2018 of June 29th 2018.

The amendments introduced to the MPCF Agreement under the annex, in particular consolidation of the facilities used under the MPCF Agreement and the Overdraft Facility Agreement, and release of the Key Subsidiaries from their obligations under sureties issued for those agreements, as well as consolidation of the PLN, EUR and USD physical cash pooling services under a single PCP Agreement, are intended to further optimise the long-term financing package for the financing of general corporate needs and to ensure security of financing for the Group companies by putting in place an umbrella structure for the allocation of limits and actual intra-group redistribution.

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).

29/2022
21.09.2022
Current Report No. 29/2022
Estimated selected consolidated financial results of the Grupa Azoty Group for the second quarter and the first half of 2022
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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 results of the Grupa Azoty Group (the “Group”) for the second quarter and the first half of 2022.

Discussion of the results for the first half of 2022

In the first half of 2022, the Grupa Azoty Group generated consolidated revenue of PLN 13,237m, EBITDA of PLN 2,575m, and an EBITDA margin of 19.5%.

Discussion of the results for the second quarter of 2022

In the second quarter of 2022, the Group generated consolidated revenue of PLN 6,410m, EBITDA of PLN 1,240m, and an EBITDA margin of 19.3%.

The results were positively impacted by the level of product prices in Europe in the markets where the Group operates.

The Group’s results were adversely impacted by record high prices of raw materials used in production processes and lower sales volumes for most fertilizer groups, chemical products and plastics.

The results generated by the Group during the period under review were strongly influenced by the turbulence caused by Russia’s aggression against Ukraine, which has a negative effect on the availability and prices of raw materials, eventually translating into rising prices of final products.

Main drivers of the results for the second quarter of 2022 in the key segments:

Agro

In the Agro Segment, the reported quarter was another consecutive period of high prices of feedstock and raw materials used in fertilizer production, particularly natural gas, potassium chloride and phosphate rock.

The challenging conditions in the raw materials market are a consequence of Russia’s aggression against Ukraine, which has led to Russia reducing or completely halting gas supplies to the EU countries. The chains of supply to the Group of some important raw materials and intermediates have also been changed or disrupted.

As a consequence of production cutbacks introduced by key European fertilizer producers due to record high prices of commodities, particularly natural gas, the supply of fertilizers across Europe has significantly declined.

In the first half of 2022, the Group’s production units operated at full available capacity and the Group satisfied the demand for fertilizers on the Polish market during the spring fertilizer season.

Prices for natural gas, the key feedstock used in fertilizer production, were on a strong upward trend at the end of the second quarter of 2022, with record highs reached in the third quarter of 2022. The average market price of natural gas in the second quarter of 2022 compared to the same period last year rose by approximately 290%. These changes, combined with the market situation, led to a major spike in product prices.

The sales volume in the Agro Segment in the second quarter of 2022 was down 11% year on year, and even as much as 21% in the case of compound fertilizers.

The Agro Segment’s EBITDA margin generated in the second quarter of 2022 stood at 18.0%.

Chemicals

In the Chemicals Segment, the second quarter of 2022 saw a year-on-year increase in prices of all products, with a concurrent decrease in most products’ sales volumes. The rapid increase in the prices of raw materials for the production of chemicals significantly pushed up product prices, leading to a slump in demand.

The market situation for melamine was affected by the approaching end of the effective period of anti-dumping duties on imports of melamine from China into the EU.

In the case of sulfur, the price increase was a consequence of Russia’s military aggression against Ukraine and supply constraints due to the elimination of distribution channels from Russia and Kazakhstan.

The increase in sales volumes was recorded mainly for technical urea and OXO alcohols.

The segment’s EBITDA margin generated in the second quarter of 2022 stood at 22.0%.

Plastics

In the Plastics Segment, the second quarter of 2022 saw a year-on-year increase in the prices of the main raw materials used in production processes, that is benzene and phenol , by 18% and 24%, respectively , with a concurrent increase in the prices of polyamide manufactured at the Group. Polyamide sales volumes were slightly down year on year amid slumping demand in the automotive industry caused by difficulties securing semiconductors and other components the supply of which was not rebuilt after the COVID-19 pandemic.

This resulted in temporary production cuts and shutdowns at end users. The packaging sector continued to show a strong and stable demand.

The segment’s EBITDA margin generated in the second quarter of 2022 was 8.6%.

The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the first half of 2022, scheduled to be published on September 28th 2022.

At the same time, the Company would like to note that the results of future periods may be adversely affected by the consequences of partial production cuts at Grupa Azoty S.A., Grupa Azoty Zakłady Azotowe Puławy S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., introduced in the third quarter of 2022 due to an extraordinary and unprecedented increase in natural gas prices.

The Company announced the introduction of production cuts at the Group companies in Current Reports No. 23/2022 and 24/2022 of August 22nd 2022, and in Current Report No. 25/2022 of August 23rd 2022.

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, L 173/1 as amended).

28/2022
19.09.2022
Current Report No. 28/2022
Execution of coal purchase contracts
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Legal basis: Art. 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) announces that on September 19th 2022, following a tender procedure, the Company entered into a framework contract for the purchase of coal (the “Contract”) withthe successful bidder Polska Grupa Importowa Premium Sp. z o.o. of Katowice (the “Seller”).

The Contract provides for the supply of imported thermal coal. Coal deliveries to be made under the Contract will be complementary to other sources of coal used by the Company for energy generation purposes.

The Contract has been concluded for an indefinite period and contains general terms and conditions of cooperation related to the supply and offtake of coal. The total value of coal to be delivered in 2022 is estimated at approximately PLN 110m, VAT-exclusive.

Framework contracts for the purchase of coal from the Seller have also been concluded by the Company’s subsidiaries: Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (jointly with the Company – the “Customers”). Coal deliveries to be made under the Contract will be complementary to deliveries received by the Customers from their strategic suppliers. The Contract also permits the Customers to redirect the contracted coal supplies between themselves

The total value of deliveries to be made from the Seller to the Customers in 2022 is estimated at approximately PLN 160m, VAT-exclusive. The Company may order further deliveries under the Contract in the future.

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).

27/2022
12.09.2022
Current Report No. 27/2022
Decision to approach State Treasury with proposal regarding acquisition and integration of ZEW Niedzica S.A. into Grupa Azoty Group
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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 September 12th 2022, having completed a due diligence and valuation of the business of Zespół Elektrowni Wodnych Niedzica S.A. (“ZEW Niedzica”), with regard to the Grupa Azoty Group’s Strategy for 2021–2030 envisaging, among other things, the Group’s transition towards renewable energy sources, decided to request the Polish State Treasury, as the sole shareholder in ZEW Niedzica, to initiate a process leading to potential acquisition and integration of the company into the Grupa Azoty Group.

The principal business of ZEW Niedzica is the generation of renewable energy from hydropower assets – the pumped-storage hydroelectric power station in Niedzica, and the hydroelectric power plants in Sromowce Wyżne on the Dunajec River, and in Łączany and Smolice on the Vistula River. Their annual electricity output is approximately 100 GWh.

Further steps in the potential transaction and its optimal structure will be subject to specific arrangements with the State Treasury.

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).

26/2022
02.09.2022
Current Report No. 26/2022
Change of released date for consolidated H1 2022 report
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Report No. 2/2022 of January 28th 2022, the Management Board of Grupa Azoty S.A. announces that the release date for the consolidated H1 2022 report has been changed from September 7th 2022 to September 28th 2022.

The release date for the interim report for the third quarter of 2022 remains unchanged, with the updated release dates for interim reports in 2022 provided below:

1. H1 2022 complete consolidated report: September 10th 2022.

2. Q3 2022 complete consolidated report: November 9th 2022.

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).

25/2022
23.08.2022 23:33
Current Report No. 25/2022
Partial shut-down of production 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 the Management Board of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., the Company’s subsidiary, has made the following decision:

“On August 23rd 2022, the Management Board of Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. decided to scale down the operation of the Fertilizer Production Unit to the minimum capacity of 43% as of August 24th 2022. This decision is due to the extraordinary and unprecedented increase in natural gas prices.”

The current situation in the gas market, which determines the profitability of production activities, is extraordinary and completely beyond the control of the Grupa Azoty Group, and could not have been predicted.

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).

24/2022
22.08.2022
Current Report No. 24/2022
Temporary shut-down of certain production units
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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 August 22nd 2022, in view of the extraordinary and unprecedented increase in natural gas prices, it decided to temporarily shut down the nitrogen fertilizer, caprolactam and polyamide 6 production units as of August 23rd 2022. The Company continues to produce catalysts, polyamide casings, humic acids, thermoplastic starch and concentrated nitric acid.

During the announced temporary shutdown of production units, investment and repair work will be carried out, including the scheduled overhaul of the Polyamide unit.

The current situation in the gas market, which determines the profitability of production activities, is extraordinary and completely beyond the control of the Company, and could not have been predicted.

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).

23/2022
22.08.2022
Current Report No. 23/2022
Temporary scale-down of production 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 the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. (the “Subsidiary”) has decided to temporarily reduce production as of August 22nd 2022 due to an extraordinary and unprecedented increase in natural gas prices. The Subsidiary will reduce its ammonia output to about 10% of capacity. Production activities in the Plastics and Agro Segments will be halted, with the exception of production of ammonium sulfate from the FGD Plant, NOXy®, Likam and PULNOX®.

During the announced temporary shutdown of the Subsidiary’s production units, investment and repair work will be carried out.

The information was released by the Subsidiary in Current Report No. 24/2022 of August 22nd 2022.

The current situation in the gas market, which determines the profitability of production activities, is extraordinary and completely beyond the control of the Grupa Azoty Group, and could not have been predicted.

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).

22/2022
20.07.2022
Current Report No. 22/2022
Execution of agreement to negotiate acquisition of shares in Solarfarm Brzezinka 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”) announces that on July 20th 2022 the Company entered into an agreement with VSB Holding GmbH of Dresden, Germany, Janusz Franciszek Siemieniec (collectively the “Sellers”) and Solarfarm Brzezinka Sp. z o.o. of Wrocław (“Solarfarm”) (the Company, the Sellers and Solarfarm are collectively referred to as the “Parties”) to conduct negotiations, on an exclusive basis, regarding the potential acquisition of 100% of shares in the share capital of Solarfarm Brzezinka sp. z o.o. (the “Agreement”).

The Parties expressed their interest in collaborating on a project to build the Brzezinka solar PV power plant with a capacity of approximately 270 MWp that is being developed by Solarfarm, comprising preparatory, construction and installation work, grid connection, commissioning and potential operation of the power plant (the “PV Project”). Once the Parties have agreed on the target business model and technical and economic parameters and once the conditions precedent agreed upon during negotiations have been met, the PV Project may be acquired by the Company or its subsidiary through acquisition of shares in Solarfar, unless the Parties agree on a different transaction model.

The Agreement sets out the terms and conditions of the negotiations to be conducted by the Parties on an exclusive basis with a view to closing the transaction and defining the terms of the collaboration, as well as the key parameters necessary for closing the transaction and enabling the collaboration, including the financial model and technical and economic parameters of the PV Project, the purchase price of Solarfarm shares, the price payment terms and price adjustment methods, if applicable.

If the transaction is closed, it will significantly contribute to achieving the goals outlined in the part of the Grupa Azoty Strategy 2021–2030 where it provides for the acquisition of own renewable energy sources.

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).

21/2022
13.07.2022
Current Report No. 21/2022
Answers to shareholder questions
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Article 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. (the “Company”) presents, attached to this Current Report, its answers to the questions asked by a shareholder under Article 428.1 of the Commercial Companies Code during the Annual General Meeting of June 29th 2022.

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).

20/2022
07.07.2022
Current Report No. 20/2022
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 on the execution of an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. (“PGNiG”), No. 22/2017 of June 21st 2017 on the execution of Individual Contracts with PGNiG, and No. 30/2019 of May 23rd 2019 on their extension, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on July 7th 2022 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: “Azoty Group Customers”) executed an annex to the framework gas supply agreement of April 13th 2016 and annexes to the Individual Contracts. As a result of the execution of the annexes to the Individual Contracts, PGNiG will remain the strategic supplier of gas fuel for the Azoty Group Customers until September 30th 2023. The total value of the annexes executed with the Azoty Group Customers for the term of extension of the Individual Contracts is estimated at PLN 13.04 billion. The pricing formula applied in the Individual Contracts is based on gas market 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).

19/2022
29.06.2022
Current Report No. 19/2022
List of shareholders holding 5% or more of total voting rights at the Annual General Meeting of Grupa Azoty S.A. on June 29th 2022
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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 29th 2022, 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 2021, item 1983, as amended).

18/2022
29.06.2022
Current Report No. 18/2022
Resolutions voted on by the Annual General Meeting of Grupa Azoty S.A. on June 29th 2022
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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 2022, together with the results of voting.

The documents voted on by the Annual General Meeting are available on the Company’s website at https://tarnow.grupaazoty.com/relacje-inwestorskie/walne-zgromadzenia. They have also been published with the Company’s separate and consolidated annual report for 2021 and attached to Current Report No. 16/2022 of June 2nd 2022.

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 decided not to consider item 5 of the agenda ‘Resolution to abolish the secrecy of voting on the election of committees to be appointed by the Annual General Meeting’.

The Company’s Management Board also publishes, attached hereto, a draft resolution to adjourn the Annual General Meeting put forward by an entitled shareholder. The resolution was not passed by the Annual General Meeting.

Objections to Resolutions No. 5, 6 and 7 were raised by shareholders for the record in the minutes.

Legal basis: Par. 19.1.6–9 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).

17/2022
03.06.2022
Current Report No. 17/2022
Execution of annex to reverse factoring agreement with ING Commercial Finance Polska S.A.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 14/2021 of April 29th 2021, the Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on June 3rd 2022 the Company together with 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 with the Company: the “Factorees”) executed with ING Commercial Finance Polska S.A. (the “Factor”) an Annex to the Reverse Factoring Agreement of April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, and the “Reverse Factoring Agreement”).

As part of the amendments made by the Annex to the Reverse Factoring Agreement, the factoring limit has been increased from PLN 500m to PLN 800m (or its equivalent in EUR or USD).

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 Reverse Factoring Agreement amount as increased by the Annex to the Reverse Factoring Agreement.

Other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 14/2021 of April 29th 2021.

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the security of financing for the Grupa Azoty Group and its suppliers 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.

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).

16/2022
02.06.2022
Current Report No. 16/2022
Draft resolutions for Grupa Azoty Annual General Meeting convened for June 29th 2022
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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 29th 2022, 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).

15/2022
02.06.2022
Current Report No. 15/2022
Notice of Grupa Azoty Annual General Meeting to be held on June 29th 2022
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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 29th 2022, 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).

14/2022
26.05.2022
Current Report No. 14/2022
Supervisory Board resolution on allocation of profit for 2021
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 13/2022 of May 20th 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on May 26th 2022 the Company’s Supervisory Board gave a favourable opinion on the proposal of the Company’s Management Board to allocate the entire net profit earned by the Company in 2021, in the amount of PLN 191,789,688.13, to the Company’s statutory reserve funds, and a favourable opinion on the Management Board’s recommendation to the Annual General Meeting to allocate the entire net profit earned by the Company in 2021 to the Company’s statutory reserve funds.

A final decision on the appropriation of the 2021 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).

13/2022
20.05.2022
Current Report No. 13/2022
Management Board recommendation on allocation of net profit for 2021
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Legal basis: Article 17(1) of MAR – Inside information

Grupa Azoty S.A. (the “Company”) announces that on May 20th 2022 its Management Board passed a resolution to recommend that the Company’s entire net profit for the financial year 2021, of PLN 191,789,688.13 (one hundred and ninety one million, seven hundred and eighty nine thousand, six hundred and eighty eight złoty 13/100) be allocated to the Company’s statutory reserve funds.

In 2021, the Company and its subsidiaries completed the development of the “Azoty Group Strategy for 2021-2030”. The Strategy aims to implement the mission and vision of the Grupa Azoty Group (the “Group”), according to which the Group is to manufacture fertilizers, plastics and chemical products in harmony with the environment, improve the well-being of people living in Europe and actively contribute to building the continent’s food security, as a supplier of effective solutions and reliable manufacturer of fertilizers, plastics and green chemistry.

The Strategy envisages further pursuit of the ongoing investment projects, in particular the development of the new business segment of Polyolefins through the implementation of the Polimery Police project, and also commencement of further important projects, relating especially to the climate and energy transition aimed at lowering environmentally harmful emissions through reduced consumption of coal, decarbonisation, and development of RES and zero-carbon sources.  These goals are to be achieved primarily through the “Green Azoty” project, which provides for diversification of feedstocks towards green sources, ESG strategy implementation and reporting, implementation of RES solutions, efforts aimed at decarbonisation and reduction of environmentally harmful emissions, as well as implementation of research and development work in line with the principles of the European Green Deal. Under the Green Azoty project, capital expenditure of approximately PLN 2.7 billion is planned to be spent on green and decarbonisation projects until 2030. The implementation of the Green Azoty project will result in a reduction of CO2 emissions from in-house energy generation by over one third and of coal consumption by almost two thirds by 2030 relative to the current levels, translating into a decrease of over 800,000 tonnes annually in carbon emissions from the Group’s production units.

In view of the above, the Management Board recommends that the entire net profit for 2021 be retained by the Company. By retaining earnings, the Company will secure financing for the implementation of its planned investment projects, with particular focus on those related to energy transition.

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 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).

12/2022
10.05.2022
Current Report No. 12/2022
Estimated selected consolidated financial result of Grupa Azoty Group for Q1 2022
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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 results of the Grupa Azoty Group for the first quarter of 2022.

Comments on the results for the first quarter of 2022

In the first quarter of 2022, the Grupa Azoty Group generated consolidated revenue of PLN 6,827m, EBITDA of PLN 1,335m and EBITDA margin of 19.6%.

All business segments delivered positive EBITDA figures in the first quarter od 2022.

The Agro Segment made the largest contribution to the Group’s EBITDA for the quarter. The Group’sperformance mainly benefited from significantly higher prices of chemicals, fertilizers and plastics. The factors with a negative effect on the Group’s results in the period included lower sales volumes and higher prices of raw materials. The first quarter of 2022 is another period marked by continued imbalance between supply and demand in the markets caused by the post-pandemic economic recovery, additionally exacerbated by Russia’s war on Ukraine.

Main performance drivers in the key segments:

Agro

The Agro Segment recorded higher prices of all raw materials and feedstocks used in production (including a nearly five-fold increase of the price of natural gas), leading to higher prices of fertilizer products. The prices of both raw materials and products were affected by the economic situation in Europe in the wake of Russia’s invasion of Ukraine, which had an adverse effect on the balance of supply and demand, especially as regards raw materials, materially reducing the availability of products on the market in the peak of the fertilizer application season. The Group’s sales volumes fell, largely as a consequence of lower output of compound fertilizers due to the failure of power steam generators at the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“Grupa Azoty Police”). On a consolidated basis, these negative financial consequences were mitigated by measures taken to enable the use, while the failure lasted, of some of Grupa Azoty Police’s commodities contracted at prices lower than spot prices paid by the other Group companies. The Agro Segment’s significant share in the Group’s consolidated results is attributable to the seasonality of mineral fertilizers’ application and growing demand for fertilizers applied in spring, observed in the first quarter of each year. The Agro segment was also affected by restrictions on imports of fertilizers manufactured in Russia, as a result of the sanctions introduced following the launch of Russia’s assault on Ukraine, as well as by reduced fertilizer ouput by European competitors.

In the first quarter of 2022, in view of production shutdowns at European producers and the soaring price of the main feedstock (natural gas), the key to the strong performance of the Agro segment was the strategy to maximise the Group’s nitrogen fertilizer output while maintaining product prices at one of the lowest levels in the European Union.

In the first quarter of 2022, the Agro Segment delivered an EBITDA margin of 19.3%, compared with 12.4% in the corresponding period of the previous year.

Chemicals

The Chemicals Segment recorded a rise in prices of products and raw materials used in their production. The growth rate of the segment’s product prices was the largest in the case of NOXy, melamine, technical-grade urea and sulfur. The rapid increase of sulfur prices is a consequence of higher crude oil prices and logistical problems associated with Russian ports and constraints in deliveries made via Black Sea ports. In the case of melamine, high prices are driven by rising prices of natural gas, just like in the case of NOXy prices. The prices of technical-grade urea were also in an upward trend and Russia’sinvasion of Ukraine raised concerns of supply disruptions. Sales volumes in almost each of the segment’s product groups were lower.

In the first quarter of 2022, the Chemicals Segment reported a strong year-on-year increase in EBITDA. The EBITDA margin rose from 9.9% in the first quarter of 2021 to 21.0% in the first quarter of 2022.

Plastics

The Plastics Segment saw higher prices of raw materials (benzene, phenol) and products. The sales volumes of the segment’s key product – natural polyamide – grew year on year. Demand from target application markets was good, except for the automotive sector’s continuing problems with the availability of microprocessors, resulting in production stoppages at automotive plants in Europe. The situation was aggravated by Russia’s invasion of Ukraine, leading to production stoppage by automotive companies in Russia and a marked decline in the availability of components from eastern directions.

The segment’s EBITDA margin for the period reached 10.9%, which means an over twofold improvement compared with the corresponding period of the previous year, when it stood at 4.1%.

The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for the first quarter of 2022, scheduled to be published on May 25th 2022.

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).

11/2022
28.04.2022
Current Report No. 11/2022
Correction of full-year report and consolidated full-year report for 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”) announces that the full-year report of the Company for 2021 and the consolidated full-year report of the Company’s Group for 2021 have been supplemented with the document “Management Board Representation 2021” attached to this Current Report, replacing the documents “Management Representation SFS GA Tarnów 2021” and “Management Representation CFS GA Tarnów 2021”, which were attached by mistake.

The information and financial data contained in the full-year reports issued by the Company on April 27th 2022 remains unchanged.

Legal basis: Par. 15.4 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).

10/2022
28.04.2022
Current Report No. 10/2022
Dismissal of appeal in case to repeal resolution 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. 12/2021 of April 17th 2021 regarding dismissal by the Regional Court in Kraków, 9th Commercial Division, of a Shareholder’s claim to repeal Resolution No. 5 of the Extraordinary General Meeting of Grupa Azoty S.A. (the “Company”) of August 20th 2022 to approve certain legal transactions that may result in the disposal of current assets of the Company, the Management Board of the Company announces that on April 28th 2022 the Court of Appeals in Kraków passed a judgment dismissing the Shareholder’s appeal, thus upholding the decision on the merits issued by the court of first instance.

The judgment is 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).

9/2022
09.04.2022
Current Report No. 9/2022
Estimated financial consequences of equipment failure at subsidiary
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 12/2022 of April 8th 2022 issued by the Company’s subsidiary Grupa Azoty Zakłady Chemiczne Police S.A. (“GA Police”) to report completion of the repair of the equipment failure announced by GA Police in Current Report No. 6/2022 of March 9th 2022, Current Report No. 7/2022 of March 21st 2022 and Current Report No. 8/2022 of March 25th 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that the adverse financial effect of the failure for the Company’s Group is estimated at PLN 34.2m.

The adverse financial effect of the equipment failures comprises repair costs and lost profits on sales of compound fertilizers, titanium white and nitrogen products (urea and urea solutions and ammonia), which would have likely been realised under normal operation.

At the consolidated level, the financial effect of the equipment failure was reduced through measures taken to enable utilisation of some of GA Police’s energy resources by other Group companies for the duration of the failure.

The amounts presented above are estimates 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).

8/2022
06.04.2022
Current Report No. 8/2022
Estimates of selected consolidated financial results of the Grupa Azoty Group for the fourth quarter of 2021 and the whole of 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, attached hereto, estimates of selected consolidated financial results of the Grupa Azoty Group for the fourth quarter of 2021 and for the whole of 2021.

Comments on the results for the fourth quarter of 2021

In the fourth quarter of 2021, the Grupa Azoty Group generated consolidated revenue of PLN 5,484m and EBITDA of PLN 887m, with EBITDA margin at 16.2%.

All key business segments delivered positive EBITDA in the period and reported year-on-year improvement, reflecting strong demand for plastics and chemical products.

The largest contributor to the Grupa Azoty Group’s consolidated EBITDA for the fourth quarter of 2021 was the Chemicals segment, which reported the best performance in its history. Its contribution to the consolidated EBITDA for the fourth quarter of 2021 grew to 43.3%, from 19.7% in the fourth quarter of 2020. The Plastics segment also increased its contribution to the consolidated EBITDA, from 1.3% to 7.9%, while the share of Agro Fertilizers fell to 40.0%, compared with 52.5% in the same period of the previous year.

The fourth quarter of 2021 saw an uptrend in the selling prices of fertilizers, fuelled by a rapid and very strong price growth for the key raw materials used in fertilizer production, especially natural gas, but also phosphate rock and potassium salt, which brought about an unprecedented surge in production costs.

The Company’s subsidiary, Grupa Azoty Zakłady Azotowe Puławy S.A., recognised an impairment loss on non-current assets in the Plastics segment, and on April 1st 2022 the Company announced its effect on the consolidated financial statements for 2021, i.e. a decrease of PLN 288m in the Group's consolidated operating profit.  In accordance with the Grupa Azoty Group’s accounting policy, the recognition of impairment, which is a non-cash item, had no impact on the Company's consolidated EBITDA.

Main performance drivers in the key segments:

Agro Fertilizers

The performance of the Fertilizer-Agro Segment was driven by high prices of raw materials, in particular natural gas (the key feedstock in the production of fertilizers), which rose by over 400% year on year. Increased selling prices in all fertilizers groups had a positive effect on the segment’s results, despite a decline in sales volumes, in particular in the case of compound fertilizers.

The increased fertilizer prices resulted from higher production costs and reflected the pricing trends seen among other European producers. Thanks to the measures taken by Grupa Azoty to secure supplies to satisfy fertilizer demand on the domestic market, fertilizer prices in Poland in the fourth quarter of 2021 were among the lowest in the European Union.

In the fourth quarter, the Grupa Azoty Group did not stop or limit fertilizer production at its plants.

With a significant growth of raw material costs, EBITDA margin in the Agro Fertilizers segment was 11.8%, compared with 10.5% the year before.

Chemicals

High price growth dynamics were seen in all product groups in the Chemicals segment, with the strongest rise reported for melamine, technical-grade urea and NOXy. The segment's performance benefited from improved sales volumes and increased product price levels, which more than offset a negative impact of higher raw material prices.

As a result, the Chemicals segment reported a strong year-on-year improvement in EBITDA in the fourth quarter of 2021 , resulting in a more than twofold growth of EBITDA margin, from 9.1% in the fourth quarter of 2020 to 21.1% in the fourth quarter of 2021.

Plastics

A key development with the largest positive effect on the Plastics segment's performance in the fourth quarter of 2021 was higher caprolactam and polyamide prices. The period saw a decline in demand from the key consumer of plastics, i.e. the automotive sector, but it was offset by continuing strong demand from other sectors. Two negative drivers of the segment's results in the period were lower sales volumes and high raw material prices, mainly for benzene and phenol.

However, the Plastics segment felt the economic recovery in the fourth quarter 2021:  its EBITDA margin for the period reached 14.5%, which means an over tenfold improvement compared with the corresponding period of the previous year, when it stood at 1.3%.

Key performance drivers in 2021:

The key development driving the Grupa Azoty Group’s performance in 2021 was growing prices of raw materials and products. A steady economic recovery was seen during the year as the impact of the COVID-19 pandemic was lessening. At the same time, demand-supply imbalances were apparent as a result of supply chain disruptions in the raw material and product markets.

In 2021, Grupa Azoty generated consolidated revenue of PLN 15,901m (2020: PLN 10,525m) and EBITDA of PLN 1,953m (2020: PLN 1,323m), with EBITDA margin at 12.3%(2020: 12.6%).

The Group’s performance improved as a result of business diversification, with nearly half of the EBITDA figure coming from the Chemicals and Plastics segments. In the key Agro Fertilizers segment, the gas price surge to historic highs brought down EBITDA and EBITDA margin by 6.0% and 4.1 pp, respectively.

The amounts presented above are estimates and may be subject to change. The final figures will be presented in the consolidated report for 2021, which is scheduled to be published on April 27th 2022.

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, L 173/1 as amended).

7/2022
01.04.2022
Current Report No. 7/2022
Expected effect of one-off non-cash 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-cash item on the Company’s consolidated financial statements for 2021.

Further to Current Report No. 5/2022 issued on April 1st 2022 by the Company’s subsidiary Grupa Azoty Zakłady Azotowe Puławy S.A. “Grupa Azoty Puławy”) regarding Grupa Azoty Puławy’s decision ofApril 1st 2022 to recognise an impairment loss of PLN 264m that was based on the results of an impairment test of non-current assets of the cash generating unit (CGU) Plastics, the Company announces that the event will affect the Company’s consolidated financial statements for 2021 and reduce its consolidated operating profit or loss by PLN 288m.

The impairment loss is a non-cash item and has no impact on the liquidity position of the Company or its Group.

As the audit of the Company’s financial statements for 2021 has not yet been completed, the amount is not final and may be subject to change. The annual report of the Company will be issued on April 27th 2022.

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).

6/2022
31.03.2022
Current Report No. 6/2022
Execution of annex to factoring agreement with Pekao Faktoring Sp. z o.o.
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 19/2021 issued on May 31st 2021, the Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on March 31st 2022 it executed, together with the Company subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company: the “Factorees”), an annex to the supply financing agreement of May 31st 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) signed with Pekao Faktoring Sp. z o.o. (the “Factor”).

The amendments introduced by the Annex to the Reverse Factoring Agreement include an increase of the facility amount from PLN 250m to PLN 550m (or its equivalent in EUR or USD), extension of the availability period of the Reverse Factoring Agreement amount until November 30th 2022, replacement of the LIBOR 1M reference rate for financing in USD with the CME Term SOFR 1M rate, and establishment of the supplier financing option until the payment deadline.

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 Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.

Other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 19/2021 of May 31st 2021.

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the security of financing for the Grupa Azoty Group and its suppliers 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).

5/2022
31.03.2022
Current Report No. 5/2022
Execution of annex to factoring agreement with CaixaBank S.A. Polish Branch
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 15/2021 issued on April 29th 2021, the Management Board of Grupa Azoty S.A. (the “Company”, the “Factoring Agent”) announces that on March 31st 2022 it executed, together with the Company subsidiaries Grupa Azoty Zakłady Azotowe Puławy S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (together with the Company: the “Factorees”), an annex to the payment services and financing agreement of April 29th 2021 (the “Annex to the Reverse Factoring Agreement”, the “Reverse Factoring Agreement”) signed with CaixaBank S.A. Polish Branch.

The amendments introduced by the Annex to the Reverse Factoring Agreement include an increase of the facility amount from PLN 500m to PLN 800m (or its equivalent in EUR or USD), extension of the availability period of the Reverse Factoring Agreement amount until April 29th 2023, change of the Bank’s margins on the financing in PLN and USD in accordance with the standards adopted in other agreements of this type, and establishment of the supplier financing option until the payment deadline using the split payment mechanism.

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 Reverse Factoring Agreement amount increased by the Annex to the Reverse Factoring Agreement.

Other material terms and conditions of the Reverse Factoring Agreement are presented in the Company’s Current Report No. 15/2021 of April 29th 2021.

The purpose of the Reverse Factoring Agreement is to finance operating activities, optimise interest expenses, help manage working capital and liquidity, and enhance the security of financing for the Group and its suppliers 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).

4/2022
03.03.2022
Current Report No. 4/2022
Information on expected impact of current political and economic situation in Ukraine on business of Grupa Azoty and its Group
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Legal basis: Article 17(1) of MAR – Inside information

The Management Board of Grupa Azoty S.A. (the “Company”) has identified potential risks that may have a significant impact on future financial performance of the Company and its Group (the “Grupa Azoty Group” or the “Group”) in the wake of the Russian invasion of Ukraine:

1. Potential risk of disruption in natural gas supply to Grupa Azoty Group companies.

Natural gas is supplied to the Group under an agreement with Polskie Górnictwo Naftowe i Gazownictwo S.A. and, for the time being, the supply is continuing without any disruption. The Grupa Azoty Group keeps monitoring the gas supply situation and preparing contingency plans in case it has to reduce production in response to any supply constraints. The situation may change depending on decisions taken by the fuel supplier and the operator of the Polish gas transmission network.

2. Risk associated with the prices and availability of strategic raw materials supplied from the territory of Ukraine, as well as from the countries on which the sanction regime has been imposed – Russia and Belarus.

This risk, concerning the supplies of propylene and potassium chloride, may materialise as a result of reduced availability, price rises or logistical issues.

Possible disruptions may also affect the availability of other raw materials, but as at the date of this report the Company has not identified any material risks that could affect its ability to procure supplies from alternative sources.

3. Potential risk to timely implementation of projects carried out at the Grupa Azoty Group due to possible issues related to unavailability or constrained availability of contractor staff following the general mobilisation order in Ukraine.

4. Increased risk of interest rate rises and depreciation of the Polish currency against the euro and US dollar sparked by the current economic turbulence.

In 2021 sales to Ukraine accounted for 2.2% of the Grupa Azoty Group’s consolidated revenue and were mainly sales of mineral fertilizers. Sales to the Russian and Belarusian markets did not exceed 1% of the Group’s consolidated revenue.

The Group is not currently selling any products to Russia or Belarus.

As for supplies to the Ukrainian market, they have been significantly curtailed since the martial law was declared in Ukraine.

The Grupa Azoty Management Board is monitoring the political and economic situation in the wake of the Russian invasion of Ukraine, analysing its impact on the business of the Company and the Group.

If any new developments with a potentially significant impact on the Grupa Azoty Group’s financial performance and economic standing are identified, they will be promptly disclosed to the public.

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).

3/2022
28.01.2022
Current Report No. 3/2022
Execution by Subsidiary of annex to amend the EPC Contract
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 1/2022 of January 25th 2022, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on January 28th 2022 Grupa Azoty Polyolefins S.A., a subsidiary of the Company (the “Subsidiary”), executed Annex 3 to amend the turnkey engineering, procurement and construction contract for the Polimery Police project of 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”).

Annex 3 provides for, among others:

  • a EUR 72.48m increase in the Contractor’s fee,
  • a six-month extension of the time limit to complete the Polimery Police project, and
  • an amendment of the appendix to the EPC Contract relating to the scope of work under the EPC Contract.

The execution of Annex 3 will not cause the budget of the Polimery Police project (amounting to USD 1,837,998 million) to be exceeded as the increase in the Contractor’s fee will be financed from the project contingency reserve.

The Company’s Management Board also announces that the condition necessary for execution of Annex 3 to the EPC Contract, specified in Current Report No. 1/2022 of January 25th 2022, i.e., obtaining the consent of the Subsidiary’s General Meeting on January 28th 2022, has 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).

2/2022
28.01.2022
Current Report No. 2/2022
Notice of full-year and interim results in financial year 2022
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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 2021 full-year results and 2022 interim results as per the following schedule:

1. First and third quarter interim results:

  • Q1 2022 complete consolidated report – May 25th 2022
  • Q3 2022 complete consolidated report – November 9th 2022

2. Half-year interim results:

  • H1 2022 complete consolidated report – September 7th 2022

3. Full-year results:

  • 2021 separate full-year report – April 27th 2022
  • 2021 consolidated full-year report – April 27th 2022

The 2021 consolidated report on payments to governments will be released on April 27th 2022.

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 2021 and Q2 2022, 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).

1/2022
25.01.2022
Current Report No. 1/2022
Adoption by subsidiary of resolution on conditional conclusion of agreement amending 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 January 25th 2022 a resolution was passed by the Management Board of Grupa Azoty Polyolefins S.A., a member company of the Grupa Azoty Group (the “Subsidiary”), concerning conditional conclusion of an annex to amend the turnkey engineering, procurement and construction contract for the Polimery Police project of 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”).

Following a formal review and assessment of the substance of the Proposed Amendments, the Management Board of the Subsidiary decided to accept the terms agreed between the Subsidiary and the Contractor and conclude Annex 3 to the EPC Contract (“Annex 3”).

The Proposed Amendments were communicated by the Company in Current Reports No. 29/2021 of August 27th 2021, No. 36/2021 of November 10th 2021, and No. 40/2021 of November 16th 2021.

Among other things, Annex 3 provides for:

  • a EUR 72.48m increase in the Contractor’s fee,
  • a six-month extension of the time limit to complete the Polimery Police project, and
  • an amendment of an appendix to the EPC Contract where it relates to the scope of work under the EPC Contract.

The conclusion of Annex 3 will not cause the budget of the Polimery Police project to be exceeded as the increase in the Contractor’s fee will be financed from the project contingency reserve.

The Management Board of the Company points out that Annex 3 is a conditional agreement, subject to the grant of relevant approvals by the Subsidiary’s corporate bodies.

The proposal to be submitted to the General Meeting of the Subsidiary was endorsed by its Supervisory Board on January 25th 2022.

Further steps related to the conclusion of Annex 3 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).

43/2021
20.12.2021
Current Report No. 43/2021
Execution of amendment agreements to coal purchase contracts
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Legal basis: Art. 17(1) of MAR – Inside information

Further to Current Report No. 7/2018 of March 12th 2020 and Current Report No. 59/2020 of December 29th 2020, the Management Board of Grupa Azoty S.A. (the “Company”) announces that on December 20th 2021 the Companyand 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 “Consumers”) signed with Polska Grupa Górnicza S.A. of Katowice (“Seller”) bilateral amendment agreements (the “Amendment Agreements”) to coal sale contracts (the “Contracts”).

Under the Amendment Agreements:

  • the notices to terminate the Contracts as submitted by the Company and the other Consumers on December 29th 2020 have been effectively revoked,
  • coal volumes will be reduced in a flexible manner over the remaining terms of the Contracts, which is consistent with the Grupa Azoty Group's strategy for 2021−2030 with respect to decarbonising power generation.

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 total estimated value of all the Contracts following the execution of the Amendment Agreements is approximately PLN 202.7m (VAT exclusive) per annum.

The Contracts will continue to be considered material to the Company given that the Seller is a strategic supplier of thermal coal to Grupa Azoty, and the Contracts will satisfy a material portion of demand for such coal; in particular, they will cover total demand from Grupa Azoty Zakłady Chemiczne Police S.A and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., as well as up to 90% of demand from Grupa Azoty S.A. They will also supplement up to about 10% of Grupa Azoty Zakady Azotowe Puławy's demand not covered by other contracts.

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).

42/2021
01.12.2021
Current Report No. 42/2021
Execution of propylene purchase 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 December 1st 2021 it was notified that Grupa Azoty Zakłady Azotowe Kędzierzyn S.A., a subsidiary of the Company, had entered into a propylene purchase contract (the “Contract”) with KNC Trading SA of Geneva, Switzerland.

The Contract has been concluded for a definite term from October 1st 2021 to December 31st 2025. The value of the Contract in this period is estimated at EUR 505m (i.e. approximately PLN 2.38bn at the mid exchange rate quoted by the National Bank of Poland on the date of the Contract). Deliveries of the contracted propylene are to be made according to an agreed schedule and on agreed commercial terms.

The terms and conditions of the Contract do not differ from standard terms and conditions used in contracts of this type, including with respect to liquidated damages.

Information on the execution of the Contract has been classified as inside information by the Company as it refers to securing long-term supplies of propylene, a key feedstock used in the OXO business of Grupa Azoty Zakłady Azotowe Kędzierzyn 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) (MAR).

41/2021
29.11.2021
Current Report No. 41/2021
Answers to shareholder questions
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Acting pursuant to Article 428.5 of the Commercial Companies Code, the Management Board of Grupa Azoty S.A. (the “Company”) presents, attached to this Current Report, its answers to the questions asked by a shareholder under Article 428.1 of the Commercial Companies Code during the Extraordinary General Meeting of November 15th 2021.

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).

40/2021
16.11.2021
Current Report No. 40/2021
Supplement to EPC Contract amendment proposal
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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 2021 the general contractor for the Polimery Police project, Hyundai Engineering Co., Ltd. (“HEC”), submitted to Grupa Azoty Polyolefins S.A., a company of the Grupa Azoty Group (the “Subsidiary”) a supplement (the “Supplement”) to the letter of August 27th 2021, as reported by the Company in Current Report No. 29/2021 of August 27th 2021, concerning the initiation of a procedure to amend the engineering, procurement and construction contract for the Polimery Police project of May 11th 2019 (the “Polimery Police Project”) (the “EPC Contract”).

In accordance with the Supplement, HEC proposed the following additional amendments: (1) to extend the Polimery Police Project timescale by a further 15 days and (2) to increase the sum payable under the EPC Contract by an additional EUR 12.7m.

The reason for submitting the Supplement according to HEC is the impact of the COVID-19 pandemic on the execution of the Polimery Police Project.

The Supplement will be thoroughly reviewed and assessed in terms of its appropriateness under the EPC Contract and under other agreements between the Subsidiary and HEC, as well as in the light of relevant facts. Following the review, a decision will be made whether or not to include the amendments to the EPC Contract requested in the Supplement within the scope of the ongoing negotiating process.

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).

39/2021
15.11.2021
Current Report No. 39/2021
List of shareholders holding 5% or more of total voting rights at Grupa Azoty Extraordinary General Meeting of November 15th 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 November 15th 2021, 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 2021, item 1983)

38/2021
15.11.2021
Current Report No. 38/2021
Resolutions passed by Grupa Azoty Extraordinary General Meeting on November 15th 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 November 15th 2021, together with the results of voting on the resolutions.

The documents voted on by the Extraordinary General Meeting are available on the Company’s website at http://tarnow.grupaazoty.com/pl/relacje/walne.html and attached to Current Report No. 31/2021 of October 15th 2021.

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, no objections were raised 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).

37/2021
15.11.2021
Current Report No. 37/2021
Appointment of Member 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 15th 2021, by Resolution No. 5 of the Extraordinary General Meeting, Mr Janusz Podsiadło was appointed to the Company’s Supervisory Board of the 11th term of office.

The resolution became effective upon adoption.

Mr Janusz Podsiadło was appointed to the Company’s Supervisory Board following a by-election held to appoint a member to the Supervisory Board of the 11th term of office from among persons elected by the Company’s employees.

The Management Board further announces that the new member of the Supervisory Board Janusz Podsiadło 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.

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).

36/2021
10.11.2021
Current Report No. 36/2021
Update on proposed amendments to EPC Contract
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Legal basis: Article 17(1) of MAR – Inside information

Further to Current Report No. 29/2021 of August 27th 2021, the Management Board of Grupa Azoty S.A. (the“Company”) announces that upon completion of the formal and substantive assessment of the amendments proposed by Hyundai Engineering Co., Ltd (the “General Contractor”) to the engineering, procurement and construction contract for the Polimery Police project, dated May 11th 2019 (the “EPC Contract”), the Management Board of Grupa Azoty Polyolefins S.A., a member of the Company’s Group (the “Subsidiary”), resolved on November 10th 2021 to approve the instructions and strategy for negotiations with the General Contractor, whereby the Subsidiary will proceed to negotiating the proposed amendments to the EPC Contract.

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).

35/2021
09.11.2021
Current Report No. 35/2021
Update of documents to be considered by Grupa Azoty Extraordinary General Meeting convened for November 15th 2021
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Legal basis: Art. 56.1.2 of the Public Offering Act – Current and periodic information

Further to Current Reports No. 30/2021 and No. 31/2021 of October 15th 2021, the Management Board of Grupa Azoty S.A. (the “Company”), in connection with the Extraordinary General Meeting to be held on November 15th 2021 (the “EGM”) and the release on October 28th 2021 of the Grupa Azoty Strategy for 2021−2030, publishes, attached hereto, the updated statement of compliance by the Company with the principles of the Best Practice for WSE Listed Companies 2021 (item 8 of the proposed agenda of the EGM).

The document will be published on the Company’s website as part of the materials concerning the matters to be discussed by the Extraordinary General Meeting convened for November 15th 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).

34/2021
28.10.2021
Current Report No. 34/2021
Adoption of Grupa Azoty strategy for 2021−2030
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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 28th 2021 the Management Board adopted and the Supervisory Board approved the Grupa Azoty Strategy for 2021–2030 (the “Strategy”).

The new Strategy is our response to the major challenges faced by today’s industry from the perspective of one of the leading players in the fertilizer and chemical sector in Europe and highlights sustainable development and corporate social responsibility as areas of strategic importance to Grupa Azoty.

Grupa Azoty’s Mission, Vision and Values until 2030

By 2030, Grupa Azoty will become an effective, flexible, integrated and division-based Group with a production-focused business in Europe.

Mission 2030
In harmony with the environment, we manufacture fertilizers, plastics and chemical products.

We improve the well-being of people who live in Europe and actively contribute to building our continent’s food security.

Vision 2030
Grupa Azoty is a supplier of effective solutions and a reliable manufacturer of fertilizers, plastics and green chemical products

Defining a new mission and vision and presenting the values, objectives and plans until 2030, the Strategy identifies the following elements:

  • Management strategy based on Business Segments (AGRO, Plastics – PA, Plastics – Polyolefins, Pigments, Tech Grade Urea, and Oxoplast)
  • Financial strategy
  • ESG strategy
  • Feedstock strategy
  • Innovation strategy
  • Operational excellence strategy

The Strategy addresses the challenges posed before today’s industry by the European Green Deal. Specific initiatives, including those focused on environmentally friendly captive energy generation, the need to reduce emissions and decarbonise the business, are presented by the Company in ‘Green Azoty’, our strategic corporate project, based around three pillars:

  • Green products
  • Green technologies
  • Green organisation

 Management strategy based on Business Segments

Grupa Azoty’s activity until 2030 will focus on Business Segments defined within the three key business areas of AGRO, PLASTICS and CHEMICALS. The new organisational model will help maximise synergies through integration of selected support functions and implementation of a management system based on key Business Segments. Key development directions defined for the individual Business Segments will be part of the ‘Green Azoty’ strategic project.

AGRO

Grupa Azoty’s priority in the AGRO Segment will be to strengthen its position as a leader in fertilizer production and sales through portfolio expansion. By 2030, the Group will be perceived not only as a supplier of fertilizers, but also as a supplier of end-to-end fertilization systems. Grupa Azoty will seek to develop a comprehensive system of services dedicated to individual crops, comprising products supplied by the Group, from key macronutrients to micronutrients. The AGRO Segment’s offering will be developed in parallel with the ‘Farm to Fork’ strategy, which prioritises sustainable agriculture.

 Plastics

As part of the PLASTICS – POLYAMIDE (PA) Segment, as an environmentally friendly manufacturer, Grupa Azoty will take steps to reduce the consumption of energy and raw materials and to expand its product portfolio in line with the circular economy concept.

Plastic products to be included in the Group’s mix will also be made from recycled plastics, sourced internally from Grupa Azoty’s own process units and from external suppliers.

In the POLYOLEFINS Segment, Grupa Azoty is implementing one of the largest capital investment projects in the European chemical industry, expected to position Poland among Europe’s leaders in polypropylene production. The purpose of the project is to construct an integrated chemical complex that would comprise a propane dehydrogenation (PDH) unit, polypropylene production unit, offshore gas terminal with logistics infrastructure, and auxiliary facilities and interconnections. Within the period covered by the 2030 Strategy, Grupa Azoty expects to complete the project and reach the full polypropylene production capacity.

Chemicals

The strategic priority in the TECH GRADE UREA segment will be to maintain a leading position in the sales of the segment’s products on the domestic market, implement initiatives geared towards operational excellence and keep aligning the portfolio with market needs.

The priority in the PIGMENTS segment will be to maintain customer trust and recognition of the Grupa Azoty brand, and to make timely deliveries of prime quality products.

In the OXOPLAST segment, exposure to changes in the regulatory framework, especially those pertaining to plasticizers, encourages Grupa Azoty to keep monitoring market needs on an ongoing basis, planning changes and taking appropriate steps to adjust its product portfolio.

Strategic business area – Energy

The primary objective of the Energy Segment is and will be to support Grupa Azoty’s core business by providing energy carriers powering its chemical processes and by supporting value creation areas while seeking to decarbonise the generation sources. As greenhouse gas emissions from energy generation account for approximately a half of Grupa Azoty’s total emissions, it is necessary to take steps to transform in-house heat and power generation, reduce energy consumption and improve the energy efficiency of chemical units.

Grupa Azoty’s key objectives in the Strategic Business Area – Energy:

- diversification of energy sources, followed by gradual phase-out of coal in favour of natural gas and renewables as alternative green sources in order to reduce the organisation’s carbon footprint,

- maximising synergies between energy generation and chemical processes, e.g. in the area of energy generation from steam created by chemical units,

- reduction of unit energy consumption rates, including 30% reduction of the energy intensity of the SMR process by 2024,

- implementing new technology solutions,

- aligning Group companies’ energy installations with the BAT conclusions.

The ‘Green Azoty’ strategic corporate project as the cornerstone of Grupa Azoty’s ESG Strategy

Grupa Azoty’s new business Strategy is driven by the energy transition to address climate change. Regulatory changes are seen as an opportunity to take action aimed at cutting harmful environmental emissions through reduced coal consumption, decarbonisation and development of renewable and zero carbon energy sources. Action taken by Grupa Azoty will mark the first step towards achieving carbon neutrality by 2050. Grupa Azoty’s objective is to cut the share of electricity from burning coal to less than 50% of total energy consumed in 2030.

Decarbonisation programme

Grupa Azoty understands the gravity of climate change and environmental degradation, which present a major threat to the modern world. Being an important player of the chemical industry, which is a source of large amounts of greenhouse gas emissions for reasons inherently related to the technologies employed, Grupa Azoty feels responsibility for slowing down the pace of the unfolding climate change.

Within the coming decade, Grupa Azoty is set to implement its own decarbonisation programme. Planned decarbonisation projects will allow Grupa Azoty to reduce its estimated CO2 emissions by over 800 thousand tonnes in 2030 compared with 2020.

Planned emission reduction rates in 2030 relative to 2020:

- 34% reduction in CO2 emissions from in-house energy generation

- 51% reduction in CO2 emissions from purchased electricity generation

- 65% reduction in coal consumption at Grupa Azoty

Planned capex on green and decarbonisation projects, including renewable energy projects, will be approximately PLN 2.7bn until 2030.

Grupa Azoty as a green energy producer

By 2030, Grupa Azoty will seek to implement technological solutions harnessing renewable energy, including solar PV, wind, biomass and waste heat from process units. These investments and upgrades will enable Grupa Azoty to achieve the status of a renewable energy producer.

The key strategic plans assume a 40% share of renewables in electricity generation mix of Grupa Azoty by 2030. The share of renewable energy sources in energy generation capex is assumed at 17.3%.

Actively participating in the development of Poland’s hydrogen market

The largest hydrogen producer in Poland and a major one in Europe, Grupa Azoty plans to actively engage in advancing the hydrogen market over the coming years and to participate in the delivery of the EU Hydrogen Strategy. As a member of the European Clean Hydrogen Alliance, in the coming years Grupa Azoty will take active part in the work to develop EU regulations that will classify hydrogen as a green fuel. In the period covered by the Strategy, Grupa Azoty will focus on research and development related to the production and application of green hydrogen.

Implementing R&D projects aligned with objectives of the European Green Deal

A significant part of Grupa Azoty’s research and development resources will be geared towards achieving climate targets. New R&D projects will focus on development in the areas of fertilizers, hydrogen, electric mobility, biodegradable plastics, circular economy, and carbon sequestration.

By 2024, Grupa Azoty plans to conduct studies to assess the feasibility of an SMR nuclear power plant project, which could help stabilise the energy mix dominated by renewables and ensure competitive energy pricing.

Financial strategy

A key strategic goal of Grupa Azoty in the area of finance is continued consolidation of its finance function to actively support management of the Grupa Azoty Group at the level of individual Business Segments.

The financing structure will be tailored to the needs and capabilities of the Grupa Azoty Group, enabling the execution of key capex projects. The main purpose of the financing structure is to provide short- and long-term sources of finance on competitive terms and in amounts sufficient to fund day-to-day operations, capex programmes and potential acquisitions.

The key financial goals include delivering an EBITDA margin of more than 16% by 2030 and achieving the net debt to EBITDA ratio below 3.0 by 2025.

The dividend policy of Grupa Azoty S.A. provides for continued ability to pay dividends once the strategic capex programme (including projects driving climate transition of the Grupa Azoty Group) has been completed, at a level above 40% of consolidated net profit.

Delivery of the Strategy will require adequate, stable sources of funding. Given the significant pipeline of strategic projects (in particular Polimery Police), additional finance needs to be secured for new projects.

Green funding in the form of bonds or credit facilities will be relied on to finance energy transition projects of the Grupa Azoty Group. In the first place, such projects will involve solar PV and wind sources developed on own land and energy efficiency improvement of production processes.

Funds granted under the National Recovery Plan and other planned support measures are to finance capital projects with lower rates of return, necessary to enable technological transformation.

Corporate financing roll-over will involve extension or conclusion of new corporate financing agreements providing the Group with necessary funding until 2030.

ESG Strategy

Sustainable development will be the Group’s priority over the 2030 time horizon, pursued through initiatives seeking to further environmental protection, social good and responsible corporate governance. Initiatives previously undertaken in these areas will be included in Grupa Azoty’s ESG Strategy, organised around five pre-defined strategic pillars:

  • climate and environment
  • sustainable products
  • sustainable supply chain
  • immediate environment
  • friendly and safe workplace

Grupa Azoty reduces its environmental impact and changes its energy mix by identifying and managing climate risks. It guarantees efficient, innovative and environmentally friendly production while striving to identify the carbon footprint of all its products. Grupa Azoty will expand its sustainable product portfolio by promoting efficient use of raw materials and constantly reducing energy consumption in its production processes.

Grupa Azoty increases its positive impact on the  social and economic environment, fosters relationships to educate and train future staff, expands the areas of social dialogue in keeping with the principle of Friendly Neighbourhood.

Grupa Azoty acts and expects its business partners to act in an ethical, socially responsible and environmentally sustainable manner. Grupa Azoty respects ethical codes and the principles of equality, following clear recruitment and promotion policies. It promotes diversity encompassing gender, education, age and professional experience with respect to all employees, applying the principles of equal treatment and non-discrimination.

Feedstock strategy

Given Grupa Azoty’s significant reliance on external suppliers, its key strategic objective in feedstocks is to ensure their secure and uninterrupted supplies, with intra-Group activities geared towards more efficient use of our own feedstock assets. The regulatory environment and our environmental stewardship will also play a vital role in shaping our procurement policy, which will be focused on increasing the share of green energy in Grupa Azoty’s energy mix and on gradually tightening control of the carbon footprint of externally sourced chemical raw materials.

Innovation strategy

Grupa Azoty perceives innovation-oriented projects as a remedy for regulatory changes and environmental trends as well as an opportunity to create competitive advantage. Exploration of the market with innovation in mind is done assuming specific rates of return, which facilitates continuous financial control of research projects. The research, development and innovation activities to be undertaken during the period covered by the Strategy will focus on developing the technologies applied and products offered by Grupa Azoty. Over the 2030 horizon, Grupa Azoty will focus on implementing innovation-oriented solutions within four areas: supporting corporate projects, developing an innovation system, innovation projects, and innovation geared towards minimising the impact of regulatory risks.

Planned R&D&I expenditure at Grupa Azoty in 2030 is estimated at 2%-3% of revenue. The profitability of the whole portfolio of new projects is assumed at IRR>15%.

Operational excellence strategy

Logistics

With goals of the European Green Deal in mind, logistic functions at Grupa Azoty will be adapted to enable delivery of the greenhouse gas emission reduction targets by advancing intermodal transport with a focus placed on environmentally friendly modes.

In the period covered by the Strategy, Grupa Azoty plans to further expand the sea port in Police and to develop the inland port in Kędzierzyn-Koźle. Also, its efforts seeking to exploit the potential of the Odra Waterway are to continue.

By 2030, Grupa Azoty plans to increase its cargo handling capacities by expanding the storage resources of Group companies, as part of which it wants to upgrade logistics of fertilizers and plastics, and by reducing the costs of using third-party storage facilities.

Capital assets management

The production asset management activities will seek to improve the energy efficiency of processes, e.g. by implementing new technology solutions, optimising management, modifying technologies to reduce energy consumption and diversifying energy sources towards natural gas and renewables.

IT

The priority in IT will be to achieve a uniform, coherent and integrated IT architecture and solutions for all Business Segments, which will help improve efficiency and service levels.

Details of the Strategy along with its assumptions regarding macroeconomic indicators can be found in the presentation attached to this current report.

The Management Board also announces that the Strategy presentation will be published on the Company’s website.

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).

33/2021
28.10.2021
Current Report No. 33/2021
Estimated selected consolidated financial results of Grupa Azoty Group for Q3 and 9M 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, attached hereto, estimated selected consolidated financial results of the Grupa Azoty Group for the third quarter and the first nine months of 2021.

Despite a significant increase in gas prices in the third quarter of 2021, the Grupa Azoty Group’s consolidated EBITDA grew on the back of business diversification.

Factors with an adverse effect on the results in the nine months to September 30th and in the third quarter of 2021 included mainly higher prices of raw materials (chiefly gas, but also propylene, phenol, benzene and phosphate rock), and higher costs of electricity and CO2 emission allowances.

The Group’s consolidated EBITDA in the aforementioned periods was boosted by high prices of most products in the key segments (Fertilizers, Chemicals and Plastics) as well as higher total sales volumes in the Chemicals and Plastics segments. At the same time, the Group’s consolidated EBITDA was positively impacted by a higher-than-expected allocation of free carbon allowances, which was recognised in the estimated accounting for emission costs for the first half of 2021.

Main factors with a bearing on the Group’s financial performance in the third quarter of 2021 compared with the third quarter of 2020:

1. In the Agro Fertilizers segment:

The segment’s performance was hurt by soaring gas prices. The segment’s results were also driven by a year-on-year increase in prices and sales volumes of nitrogen, compound and speciality fertilizers. As a result, the segment’s EBITDA contracted year on year. Prices of fertilizers grew as a consequence of higher production costs. Production cuts at leading manufacturers also played a part. Despite historically high prices of gas, the Company and its subsidiaries did not halt or significantly reduce their fertilizer production, taking steps to secure demand for fertilizers primarily on the domestic market, which is treated as a priority.

2. In the Chemicals segment:

The year-on-year improvement in the Chemicals segment’s performance was attributable to sharp rises in prices of all products, particularly of melamine, OXO alcohols, plasticizers and sulfur, driven by growing demand. Margins were adversely affected by higher prices of raw materials and slightly lower sales volumes.

3. In the Plastics segment:

The segment’s performance was mainly driven by a year-on-year increase in margins along the entire product chain (benzene/phenol – caprolactam – polyamide 6), resulting from higher demand from target application markets despite the continuing problems experienced by the automotive industry due to shortage of electronic components. In addition, in the third quarter of 2021 the Company discontinued its polyoxymethylene business (POM) business and sold some of the related assets, which benefited the segment’s performance.

The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the third quarter and the nine months ended September 30th 2021, to be issued on November 9th 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).

32/2021
22.10.2021
Current Report No. 32/2021
Registration of amendments to Grupa Azoty Articles of Association
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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 2021 the Company was notified that on the same day the District Court for Kraków-Śródmieście in Kraków, 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. 33 of the Company’s Annual General Meeting held on June 30th 2021 and announced in Current Report No. 25/2021 of June 30th 2021.

On September 6th 2021, the Company’s Supervisory Board adopted the consolidated text of the Company’s Articles of Association, reflecting the amendments approved by Resolution No. 33 of the Annual General Meeting of June 30th 2021.

The consolidated text of the Articles of Association is attached as an appendix to this current report.

The amendments to the Articles of Association are presented in detail in the appendix to this current report.

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).

31/2021
15.10.2021
Current Report No. 31/2021
Draft resolutions for Grupa Azoty Extraordinary General Meeting convened for November 15th 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 Extraordinary General Meeting of the Company convened for November 15th 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).

Appendixes will be added.

30/2021
15.10.2021
Current Report No. 30/2021
Notice of Extraordinary General Meeting of Grupa Azoty to be held on November 15th 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 Extraordinary General Meeting of the Company for November 15th 2021, at 12:00 noon, 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).

29/2021
27.08.2021
Current Report No. 29/2021
Proposal of amendments to EPC Contract received from Contractor
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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 August 27th 2021 Grupa Azoty Polyolefins S.A., member of the Company’s Group (the “Subsidiary”), received from Hyundai Engineering Co., Ltd. (the “Contractor”), the General Contractor under the contract for turnkey execution of the Polimery Police project of May 11th 2019 whose conclusion was announced by the Company in Current Report No. 28/2019 of May 11th 2019, as amended, including under an annex announced by the Company in Current Report No. 45/2020 of October 9th 2020 (the“EPC Contract”), a letter concerning initiation of a procedure to amend the EPC Contract (the “Amendment Proposal”) for the execution of the Polimery Police project (the “Polimery Police Project”).

The amendments to the EPC Contract proposed by the Contractor concern the following matters: (1) increase of the Contractor’s fee by a total of EUR 127.4m, (2) change of the Polimery Police Project execution schedule through extension of the Polimery Police Project execution period by 181 days, and (3) amendment to the EPC Contract’s appendix specifying, among others, the scope of work provided for in the EPC Contract. In the Contractor’s opinion, the reason for submitting the Amendment Proposal is in particular the impact of the COVID-19 pandemic on the execution of the Polimery Police Project.

The Amendment Proposal will be thoroughly reviewed and verified in terms of its appropriateness under the EPC Contract, in accordance with the procedure provided for in the EPC Contract, and under other agreements between the Subsidiary and the Contractor, as well as in the light of facts.

Further steps related to the Amendment Proposal will be announced by the Company in subsequent current reports at a later 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).

28/2021
18.08.2021 21:15
Current Report No. 28/2021
Grupa Azoty Group’s estimated key consolidated financial data for Q2 and H1 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 the second quarter and the first half of 2021:

Q2 2021:
Consolidated revenue: PLN 3,173m
EBIT: PLN 169m
EBITDA: PLN 361m
Net profit: PLN 168m

Results by segment:
Revenue of the Agro Fertilizers segment: PLN 1,642m
EBIT: PLN 71m
EBITDA of the Agro Fertilizers segment: PLN 154m

Revenue of the Chemicals segment: PLN 896m
EBIT: PLN 76m
EBITDA of the Chemicals segment: PLN 101m

Revenue of the Plastics segment: PLN 456m
EBIT: PLN 6m
EBITDA of the Plastics segment: PLN 26m

Revenue of the Energy segment: PLN 83m
EBIT: PLN 0m
EBITDA of the Energy segment: PLN 28m

Revenue of the Other Activities segment: PLN 96m
EBIT: PLN 16m
EBITDA of the Other Activities segment: PLN 52m

H1 2021:
Consolidated revenue: PLN 6,535m
EBIT: PLN 383m
EBITDA: PLN 766m
Net profit: PLN 254m

Results by segment:
Revenue of the Agro Fertilizers segment: PLN 3,661m
EBIT: PLN 250m
EBITDA of the Agro Fertilizers segment: PLN 415m

Revenue of the Chemicals segment: PLN 1,712m
EBIT: PLN 131m
EBITDA of the Chemicals segment: PLN 181m

Revenue of the Plastics segment: PLN 842m
EBIT: PLN -5m
EBITDA of the Plastics segment: PLN 33m

Revenue of the Energy segment: PLN 168m
EBIT: PLN -1m
EBITDA of the Energy segment: PLN 56m

Revenue of the Other Activities segment: PLN 152m
EBIT: PLN 8m
EBITDA of the Other Activities segment: PLN 81m

Compared with the first half od 2020, the Grupa Azoty Group’s EBITDA for the first half of 2021 were boosted mainly by higher prices of almost all products in the key segments (Fertilizers, Chemicals and Plastics) and higher sales volumes in the Chemicals and Plastics segments. Factors with an adverse effect on the results included lower sales in the Fertilizers Segment, as well as an increase in variable costs, caused mainly by higher prices of gas, phenol, propylene and benzene, higher prices of carbon allowances (relative to unhedged positions), as well as a lower amount of compensation paid to energy-intensive companies. At the same time, the Group’s EBITDA was positively impacted by an increase in the expected allocation of free carbon allowances, which was recognised in the estimated accounting for emission costs for the first half of 2021.

Main factors with a bearing on the Group’s financial performance in the second quarter of 2021 compared with the second quarter of 2020:

The segment’s performance benefited from higher prices of nitrogen, compound and speciality fertilizers, as a result of – on the one hand – pressure coming from higher prices of urea, which sets the price paths for other fertilizer products, mainly AN, and – the other hand – the conditions prevailing across global market, i.e. oversupply, low stocks and high prices of agricultural produce (wheat, maize, rape). The segment’s performance was adversly affected mainly by a major spike in natural gas prices.

In the Chemicals Segment, the year-on-year performance improvement was attributable to a solid growth in sales volumes (particularly plasticisers, melamine, NOXy and technical-grade urea) and prices of all key products of the segment. The margins were negatively impacted by strong increases in the prices of raw materials: propylene, terephthalic acid, phosphate rock.

The segment’s performance was buoyed by a year-on-year increase in the prices of polyamide due to higher demand on the main application markets. The segment was negatively impacted by higher prices of key raw materials for production, i.e. benzene and phenol, which came as a result of the products’ limited availability on the market (including as a consequences of plant failure at major manufacturers) and adverse supply and demand movements in Europe.

The amounts presented above are estimates and may be subject to change. The final results will be presented in the consolidated report for the first half of 2021, to be published on September 9th 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).

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,